Master Services Agreement Summary

This Master Services Agreement (“Agreement”) is entered into by and between Straight Up Digital (“Provider”) and the Agency/Client (“Client”), collectively referred to as the “Parties.”

1. Scope of Services

Straight Up Digital will provide a range of direct and white-label digital marketing and support services to the Agency/Client, including strategy, setup, execution, and reporting. Services covered under this agreement include (but are not limited to):

  • Search Engine Optimisation
  • Google Ads
  • Social Media Management
  • Social Media Advertising
  • Email Marketing
  • Virtual Assistance Resources
  • Lead Generation (Cold Calling)

Each service is governed by its own detailed terms and conditions, available below:

2. Project Initiation and Acceptance

To facilitate rapid scaling, the Parties agree that new projects or individual End Client campaigns may be initiated by the Provider on behalf of the Agency/Client within the Provider’s designated project management platform.

  • Confirmation of Terms: For each new project initiated, the Provider will post the specific scope, fees, and applicable service terms in the first comment of the project task or board.
  • Binding Agreement: The Agency/Client’s agreement to the project and its specific terms will be sought and established via a reply, “like,” or acknowledgment of that first comment by an Agency/Client representative. Once acknowledged, that project shall be governed by this Master Agreement and the specific service terms cited.

3. White-Label Arrangement

Where a white-label arrangement is entered into and Straight Up Digital supports an Agency/Client in a wholesale capacity, Straight Up Digital operates solely as a white-label provider. All deliverables and communication are made under the Agency’s brand direct with their end user. Straight Up Digital will not engage with End Clients directly or disclose its involvement at any time.

4. Agency Responsibilities When White Label Arrangement In Place 

The Agency agrees to:

  • Act as the primary liaison with its End Clients.
  • Provide timely access to necessary information and tools.
  • Manage all End Client relationships and feedback.
  • Process payments to Straight Up Digital as per agreed terms.

5. Fees and Payment

Service fees are outlined per agreement or invoice. Invoices must be paid in advance or within 7 days unless otherwise arranged. Late payments may attract a 5% monthly fee.

6. Term and Termination

This Agreement operates on a rolling month-to-month basis unless otherwise stated. Either party may terminate with 30 days’ written notice. All services delivered up to the termination date must be paid in full.

7. Confidentiality

Both parties agree to protect all sensitive and proprietary information. Straight Up Digital will maintain strict confidentiality regarding its involvement with any End Client.

8. Performance Disclaimer

Straight Up Digital does not guarantee specific results such as lead volumes, rankings, or conversions. Performance is influenced by factors outside of Straight Up Digital’s control, including lead quality, client inputs, and market conditions.

9. Limitation of Liability

Straight Up Digital is not liable for indirect or consequential losses related to its services. The Agency/Client indemnifies Straight Up Digital from any claims arising from work performed on the Agency/Client’s behalf.

10. Intellectual Property

All completed deliverables and materials become the Agency/Client’s property upon full payment, and may be used for its End Clients as needed.

11. Governing Law

This Agreement is governed by the laws of Queensland, Australia.

12. Entire Agreement

This summary serves as an overview. Each individual service listed above is governed by its respective detailed terms, which together form the complete agreement between the Parties.