1. Parties and Acceptance
These Terms of Service (Terms) govern the provision of subscription services by Top Hat Media Pty Ltd (ABN 55 344 307 387, we/us/our) to the customer identified at checkout (you/your). By starting a trial, placing an order, or otherwise using our services, you agree to be bound by these Terms and our Privacy Policy.
2. Definitions
Service: The subscription service(s) selected by you at checkout.
Trial: A 14-day introductory period for $1 (inclusive of GST unless stated otherwise).
Minimum Term: Three (3) paid months per Service (the Trial does not count toward the Minimum Term).
Notice Period: One (1) month’s written notice to cancel, given after the Minimum Term is completed.
Billing Cycle: The monthly period commencing on your first full (non-trial) billing date.
3. Eligibility and Authority
You must be at least 18 years old and have capacity and authority to enter contracts (for entities, the signatory warrants authority to bind the entity).
4. Trial, Conversion & Refunds
4.1 Trial Fee: $1 payable at sign-up. Trial fees are non-refundable.
4.2 Conversion: On day 15, the Service automatically converts to a paid subscription at the then-current plan price and your Minimum Term begins.
4.3 Opt-out during Trial: You may cancel any time before the end of the Trial to avoid the first full charge.
5. Term, Renewal & Cancellation
5.1 Minimum Term: You agree to the Minimum Term of three (3) paid months per Service.
5.2 Ongoing Renewal: After the Minimum Term, the subscription continues month-to-month until cancelled.
5.3 Cancellation: You may cancel after completing the Minimum Term by giving one (1) month’s written notice to contact@tophatmedia.com.au.
5.4 Effective Date of Cancellation: Cancellation becomes effective at the end of the Notice Period, aligned to your Billing Cycle. Fees remain payable during the Notice Period.
5.5 Our Suspension/Termination: We may suspend or terminate for non-payment, suspected fraud, unlawful conduct, or material breach. Termination does not affect accrued rights or fees owed.
6. Fees, Billing and Taxes
6.1 Authorisation: You authorise recurring charges to your nominated payment method for all fees, taxes, and charges.
6.2 Billing Timing: First full charge occurs on day 15 (post-Trial), then on each monthly anniversary.
6.3 Failed Payments: We may pause/suspend the Service until amounts are paid. Late amounts may incur reasonable recovery costs.
6.4 Price Changes: We may update fees by giving at least 30 days’ notice. New fees apply from the next Billing Cycle after the notice period.
6.5 Taxes: Fees are exclusive of GST unless expressly stated; you are responsible for applicable taxes.
7. Service Scope and Changes
7.1 Scope: The Service is provided as described in your plan/order.
7.2 Changes: We may make non-material changes for performance, security, or compliance. Material adverse changes will be notified with at least 30 days’ notice.
8. Deliverables, IP and Licence
8.1 Your Materials: You grant us a non-exclusive licence to use your content, logos, and data solely to provide the Service.
8.2 Our Materials: We retain all intellectual property in our methodologies, templates, software, know-how, and tools.
8.3 Deliverables: Unless otherwise agreed in writing, final deliverables created specifically for you are licensed to you on a non-exclusive, worldwide, royalty-free basis for your internal business use, subject to payment in full.
9. No Guarantees
We strive to deliver value through our services, but we do not guarantee specific outcomes (e.g., rankings improvement, revenue growth). All content and strategies are provided “as-is” for informational purposes only.
10. Acceptable Use and Cooperation
You must (a) provide timely information/approvals, (b) not use the Service unlawfully or to infringe third-party rights, (c) keep account access secure, and (d) comply with platform terms (e.g., ad networks, CMS, hosting).
11. Confidentiality and Privacy
11.1 Confidentiality: Each party must protect the other’s Confidential Information and use it only to perform or receive the Service.
11.2 Privacy: We handle Personal Information in accordance with our Privacy Policy and applicable privacy laws.
12. Warranties and Australian Consumer Law
12.1 ACL: Nothing in these Terms excludes, restricts, or modifies any consumer guarantees, rights, or remedies you may have under the Australian Consumer Law (ACL) that cannot be excluded.
12.2 Service Basis: Except for non-excludable ACL guarantees, the Service is provided “as is” and we do not warrant specific outcomes (e.g., rankings, traffic, revenue).
13. Liability
13.1 ACL Remedies: Where the ACL applies and our liability cannot be excluded but can be limited, our liability is limited, at our option, to resupplying the Service or paying the cost of resupply.
13.2 Cap: To the maximum extent permitted by law, our aggregate liability for all claims arising out of or relating to the Service is capped at the fees you paid to us in the 12 months preceding the event giving rise to the claim.
13.3 Exclusions: To the extent permitted by law, we are not liable for loss of profit, revenue, customers, goodwill, or any indirect, consequential, or special loss.
14. Indemnity
You indemnify us from losses arising from (a) your breach of these Terms, (b) your content/data infringing third-party rights, or (c) unlawful or negligent use of the Service.
15. Force Majeure
We are not liable for delay or failure caused by events beyond our reasonable control (including outages, third-party platform changes, labour disputes, epidemics, or government action). We will use reasonable efforts to mitigate and resume performance.
16. Notices
Notices must be in writing and sent to contact@tophatmedia.com.au (or as otherwise notified on our website) and to the email you provide at checkout. Notices are deemed received when the email is sent, unless the sender receives a delivery failure notice.
17. Governing Law and Disputes
These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of NSW. Before commencing proceedings (other than urgent relief), the parties will attempt good-faith resolution for at least 14 days.
18. General
18.1 Severability: If any provision is invalid or unenforceable, it will be read down or severed; the remainder remains effective.
18.2 No Waiver: A failure to enforce is not a waiver.
18.3 Assignment: You must not assign or transfer your rights without our consent; we may assign on notice in connection with a restructure or sale.
18.4 Entire Agreement: These Terms and any order/plan details are the entire agreement and supersede prior discussions.
18.5 Interpretation: Headings are for convenience; “including” means “including without limitation”.
