Natphi Media Terms and Conditions

NATPHI MEDIA PTY LTD

TERMS AND CONDITIONS

ABN 59 680 932 665

Effective date: 15 July 2026

Version: 1.0

These Terms and Conditions govern the provision of services by Natphi Media Pty Ltd (ABN 59 680 932 665) of 15 Mako Avenue, Birkdale QLD 4159, Australia (Natphi Media, we, us or our) to the person or entity acquiring those services (Client, you or your).

By completing an online checkout, selecting the acceptance checkbox, approving a proposal or quote, authorising payment, paying any fee, instructing us to commence work, or receiving the benefit of our services, you agree to be bound by these Terms and Conditions.

You should read these Terms and Conditions before purchasing or using our services. If you are accepting them for a company, trust, partnership or other entity, you confirm that you are authorised to bind that entity.

1. DEFINITIONS

In these Terms and Conditions, unless the context requires otherwise:

Advertising Account means any account used to create, publish, manage, measure or report on paid advertising, including accounts operated through Google Ads, Meta, Microsoft Ads, LinkedIn, TikTok or another advertising platform.

Advertising Platform means Google Ads, Meta Ads, Microsoft Ads, LinkedIn Ads, TikTok Ads or any other paid advertising platform used in connection with the Services.

Advertising Spend means all amounts charged by an Advertising Platform for media placement, impressions, clicks, views, conversions or other advertising activity. Advertising Spend does not include our Fees.

Agreement means these Terms and Conditions together with any applicable proposal, quote, service order, package selection, checkout page, invoice containing agreed commercial terms, service-specific terms, accepted variation and Privacy Policy.

Applicable Law means any law, regulation, statutory instrument, binding industry code, court order or legally binding requirement applicable to a party, the Services or the Client’s business.

Authorised Representative means any director, owner, employee, officer, agent or other person whom the Client represents, expressly or by conduct, as being authorised to provide instructions, approvals, access, information or decisions on the Client’s behalf.

Business Day means a day other than a Saturday, Sunday or public holiday in Queensland, Australia.

Client Account means any website, domain, Advertising Account, analytics account, social media account, CRM, software account, hosting account or other account owned or controlled by the Client or made available to us for the purpose of providing the Services.

Client Data means all data, records, contact information, customer information, lead information, analytics data, sales data, account data and other information supplied by or collected for the Client in connection with the Services.

Client Manager means the Natphi Media representative nominated from time to time as the Client’s primary account or relationship contact.

Client Materials means all information, content and materials supplied, approved or made available by or on behalf of the Client, including business information, advertising claims, product and service information, branding, photographs, video, audio, written content, testimonials, reviews, customer information, credentials, databases, existing websites, campaigns, instructions, feedback and approvals.

Commencement Date means the date on which this Agreement becomes binding under clause 2.

Confidential Information means all information of a confidential, commercially sensitive or proprietary nature disclosed by or on behalf of a party, whether orally, electronically, visually or in writing, including pricing, financial information, customer information, business plans, strategies, systems, software, source code, trade secrets, credentials, Client Data, intellectual property and information a reasonable person would understand to be confidential.

Deliverables means final work product that we expressly agree to create and deliver to the Client, including final content, advertising creative, website components, reports, documentation, graphics, workflows or other client-specific materials. Deliverables do not include Natphi Materials, Working Files or Third Party Materials unless expressly agreed in writing.

Fees means all amounts payable to us under or in connection with the Agreement, including setup fees, subscription fees, management fees, project fees, milestone payments, consulting fees, additional work charges, maintenance fees, software or licence charges, migration and handover charges, recovery costs where permitted and any other agreed amount.

Intellectual Property Rights means all present and future intellectual and industrial property rights anywhere in the world, whether registered or unregistered, including copyright, trade marks, business names, domain names, patents, designs, confidential information, trade secrets, know-how, databases, software, source code, inventions, methodologies and rights to apply for or enforce those rights.

Management Fees means the Fees payable to us for ongoing management, optimisation, administration, strategy, reporting or performance of recurring Services.

Marketing Assets means any campaign, advertisement, written copy, graphic, creative, audience, landing page, keyword list, tracking configuration, dashboard, report, content item or other marketing material created, configured or used in connection with the Services.

Natphi Materials means all materials, Intellectual Property Rights, systems, resources and know-how owned, developed or licensed by us independently of the Client-specific Deliverables, including templates, frameworks, strategies, methodologies, prompts, software, scripts, reusable code, campaign structures, automation architecture, workflows, reporting formats, dashboards, internal documentation, standard operating procedures, research processes, optimisation methods, training materials, Working Files and improvements, modifications or derivatives of those materials.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Platform Policies means the terms, policies, technical requirements, advertising standards, community standards and acceptable-use requirements imposed by a Third Party Platform from time to time.

Project means a fixed-scope or separately quoted engagement, including a website build, landing page build, migration, automation implementation, CRM implementation or other one-off service.

Proposal means any proposal, quotation, service order, package selection, scope document, checkout page, payment page or other written commercial offer provided or approved by us.

Revision means one consolidated round of changes requested by the Client to an existing Deliverable within the agreed scope. A new concept, change of direction, change to previously approved work, additional functionality or work outside scope is not a Revision.

Services means all services supplied or agreed to be supplied by us, including SEO, Google Ads, Meta Ads, management of other Advertising Platforms, website and landing page design or development, website maintenance, content creation, conversion tracking, analytics, AI implementation, automation development, CRM and GoHighLevel implementation, consulting, technical support, training, white-label fulfilment and any other digital marketing, advertising, technology or consulting service agreed between the parties.

Setup Fee means any upfront fee charged for onboarding, research, strategy, planning, account preparation, campaign building, technical configuration or initial implementation.

Subscription means an ongoing arrangement under which we provide recurring Services in exchange for recurring Subscription Fees.

Subscription Fees means recurring Fees payable weekly or at another agreed frequency for Subscription Services.

Third Party Materials means any software, platform, plugin, theme, font, stock image, stock video, API, open-source component, licence, template, content or other material owned or licensed by a third party.

Third Party Platform means any third-party software, service, platform, system, provider or infrastructure used in connection with the Services, including Google, Meta, Microsoft, Stripe, GoHighLevel, WordPress, OpenAI, Zapier, hosting and domain providers, analytics providers, email and SMS providers, meeting recording or transcription tools and any replacement or additional provider used by us or the Client.

Website means any website, landing page, web application, online store or other digital property designed, developed, maintained or modified as part of the Services.

Working Files means our internal, editable, developmental or production materials, including drafts, source files, research notes, unpublished concepts, internal reports, design files, testing environments, reusable components and working documents used to produce Deliverables.

2. FORMATION AND STRUCTURE OF THE AGREEMENT

2.1 This Agreement governs every Service supplied by us unless we expressly agree otherwise in writing.

2.2 The Agreement becomes legally binding on the earliest of the following:

(a) the Client completes an online checkout and selects the checkbox confirming acceptance of these Terms and Conditions and our Privacy Policy;

(b) the Client accepts, signs or electronically approves a Proposal, quote, service order or other offer issued by us;

(d) the Client authorises us or our payment provider to establish or process recurring payments;

(e) the Client confirms acceptance by email, text message, recorded telephone call or another written or recorded communication;

(f) the Client instructs us to commence providing the Services;

(g) we commence providing the Services at the Client’s request or with the Client’s knowledge; or

(h) the Client receives, accesses, accepts the benefit of or continues to use the Services after being provided with or given access to this Agreement.

2.3 The first of those events to occur is the Commencement Date.

2.4 Where the Client acquires Services through an online checkout or payment page:

(a) the Client must actively indicate acceptance before completing payment;

(b) completion of checkout constitutes electronic acceptance of this Agreement;

(c) the version of this Agreement presented or linked at checkout applies to that transaction, subject to any later valid variation; and

(d) the Client consents to electronic communications, records and acceptance methods.

2.5 We and our Third Party Platforms may create and retain electronic records relating to acceptance and performance of the Agreement. Those records may include checkbox records, timestamps, transaction identifiers, payment and subscription records, IP address or device information where available, emails, text messages, electronic signatures, CRM records, call recordings, meeting recordings and transcripts, proposals, quotations, invoices, account access logs, support tickets, project management records and instructions or approvals provided through an agreed communication channel.

2.6 To the extent permitted by law, those records may be relied upon as evidence of acceptance, authority, the Services purchased, communications, approvals, payment authority and performance of the Services.

2.7 The person accepting this Agreement warrants that they are at least 18 years old, have legal capacity, are authorised to bind the Client, have authority to approve payments and have authority to provide access to the Client Accounts, Client Data and Client Materials required for the Services.

2.8 We may rely on instructions, approvals and decisions provided by an Authorised Representative. The Client must promptly notify us in writing if a person’s authority is withdrawn or limited.

2.9 The specific Services, Fees, billing frequency, inclusions, exclusions and other commercial terms will be set out in the applicable Proposal, package selection or checkout page.

2.10 If documents forming part of the Agreement are inconsistent, the following order of precedence applies:

(a) a written variation signed or expressly accepted by both parties;

(b) the applicable Proposal or service order;

(d) these Terms and Conditions;

(e) the Privacy Policy; and

(f) any other document expressly incorporated.

2.11 Any purchase order, supplier terms, procurement policy, onboarding document, portal condition or other terms issued by the Client do not apply unless we expressly agree to them in writing.

2.12 This Agreement constitutes the entire agreement between the parties concerning the Services and supersedes previous discussions, negotiations, understandings and representations. Nothing in this clause excludes liability for fraud, misleading or deceptive conduct or any other liability that cannot lawfully be excluded.

2.13 Except where required by law or expressly agreed by us in writing, no cooling-off period applies after acceptance.

3. SERVICES AND PROFESSIONAL JUDGMENT

3.1 We provide digital marketing, advertising, technology, creative and consulting Services to businesses in Australia and internationally. The specific Services purchased are those identified in the applicable Proposal.

3.2 Marketing, advertising, technology and automation are not exact sciences. Performance may be affected by market conditions, consumer behaviour, competitor activity, the Client’s pricing and offer, the Client’s reputation and sales process, Website quality, Advertising Spend, Third Party Platform decisions, changes in law or Platform Policies, economic conditions, technology changes and the Client’s cooperation.

3.3 We will provide the Services with reasonable care and skill but do not promise a particular commercial result unless expressly agreed in writing.

3.4 Unless a Proposal expressly identifies a fixed Deliverable, the Client purchases access to our professional management, expertise, judgement and service capacity rather than a guaranteed quantity of tasks, hours or outputs.

3.5 Acting reasonably and within the agreed scope, we may determine:

(a) the order and priority of work;

(b) the personnel and resources allocated;

(d) the frequency and timing of optimisation activity;

(e) the campaigns, keywords, audiences, pages or content prioritised;

(f) whether particular activities should be continued, reduced, replaced or discontinued; and

(g) how we respond to data, performance information, platform changes and changing commercial conditions.

3.6 We must not use that discretion to remove the essential substance of the Services purchased.

3.7 General descriptions on our Website, sales materials or presentations are indicative only. The Client’s actual inclusions and exclusions are determined by the applicable Proposal and this Agreement.

3.8 Unless expressly included, the Services do not include legal, financial, accounting or taxation advice, regulatory approval, preparation of legally required terms or disclosures, sales services, responsibility for closing leads, customer support on the Client’s behalf, ongoing Website maintenance after completion, payment of Advertising Spend, payment of Third Party Platform charges, unlimited meetings, unlimited revisions, unlimited support, work outside the agreed target market or scope, or migration and handover services beyond the standard handover described in this Agreement.

3.9 Any commencement, launch, completion or delivery date is an estimate unless expressly identified as a fixed deadline. Estimated timeframes may be extended because of Client delay, scope changes, delayed approvals, delayed access, Third Party Platform review, technical issues, changes in law or Platform Policies, illness, staff unavailability, resource constraints, Force Majeure or any other matter outside our reasonable control.

3.10 We may appoint, replace or reallocate Client Managers, employees, contractors, consultants, specialists, offshore personnel, white-label providers and subcontractors. The Client is not entitled to require any particular person to perform the Services unless expressly agreed.

3.11 We remain responsible for overall management of the Services, subject to the exclusions and limitations in this Agreement.

3.12 We do not provide continuous or emergency support unless expressly agreed. Immediate responses are not guaranteed. Communications may be answered during our ordinary operating hours and response times may vary according to urgency, complexity, workload and staff availability.

3.13 Meetings, calls, reports, dashboards and performance updates are provided only to the extent included in the applicable Proposal or reasonably determined by us. Meetings do not accumulate or roll over, missed meetings may be treated as used, and additional meetings may be charged as additional work.

3.14 Unless expressly agreed, the Services are non-exclusive. We may provide similar services to other businesses, including businesses in the same industry or geographic area, provided we do not improperly use or disclose the Client’s Confidential Information.

3.15 We may decline, suspend or discontinue any instruction, activity or Service that we reasonably consider unlawful, misleading, deceptive, defamatory, unethical, technically unsafe, contrary to Platform Policies, outside scope or likely to create unreasonable legal, financial, security or reputational risk.

3.16 We may change the systems, tools, processes, personnel, contractors, communication methods and internal delivery arrangements used to provide the Services, provided the overall Service remains substantially consistent with what the Client purchased.

4. FEES, GST, SUBSCRIPTIONS AND PAYMENT

4.1 The Client must pay all Fees in accordance with this Agreement and the applicable Proposal.

4.2 The Client’s obligation to pay is not conditional on achieving any ranking, lead volume, conversion rate, revenue, return on investment or other commercial result; the Client using or implementing the Services; the Client attending meetings or responding to us; the Client receiving payment from its own customers; or the Client’s internal approval or procurement process.

4.3 Unless otherwise stated, all Fees are quoted and payable in Australian dollars, are exclusive of GST and will have GST added where applicable.

4.4 Where a Setup Fee applies:

(a) it is payable immediately upon acceptance or checkout;

(b) we are not required to commence work until it has cleared;

(d) it compensates us for onboarding, research, planning, strategy, account review, campaign building, configuration, resource allocation and initial implementation;

(e) we may begin setup work immediately after payment; and

(f) it is non-refundable except where required by law or otherwise agreed by us in writing.

4.5 Unless otherwise agreed, ongoing Services are supplied through a recurring weekly Subscription. Subscription Fees are payable weekly in advance and the Subscription automatically continues from week to week until properly cancelled or terminated.

4.6 Each Subscription payment secures our continuing allocation of personnel, resources, management capacity and service availability for the relevant billing period. The Subscription is not calculated solely by reference to hours worked or individual tasks completed during that week.

4.7 Work may be performed, scheduled or prioritised across billing periods according to professional judgement. Unused service capacity, tasks, meetings, revisions or management time do not accumulate, roll over or create a credit unless expressly agreed.

4.8 Unless otherwise stated in the applicable Proposal, the first recurring Subscription Fee will be charged seven days after successful payment of the Setup Fee.

4.9 The Client authorises us and our nominated payment providers, including Stripe or any replacement provider, to charge the Client’s nominated payment method for amounts properly payable under the Agreement, including Setup Fees, recurring Subscription Fees, Fees payable during the cancellation notice period, project deposits and milestone payments, approved additional work, approved Third Party costs, taxes and any other amount expressly agreed or objectively calculable under the accepted commercial terms.

4.10 We must not use the payment authority to charge an arbitrary, genuinely disputed or unspecified amount unsupported by the Agreement or another valid authorisation.

4.11 The payment authority continues until all Services have ended, the cancellation or termination process has been completed and all properly payable amounts have been paid.

4.12 The Client must provide accurate billing information, maintain a valid payment method, ensure sufficient funds or credit are available, promptly update expired or compromised payment details, ensure the person providing payment details is authorised and notify us promptly of any genuine billing error.

4.13 Payments may be processed by a Third Party Platform. We do not ordinarily receive or store complete card details and are not responsible for payment failure caused by the Client’s bank, card issuer or payment provider.

4.14 Where a payment fails, is declined, reversed or cannot be processed, we or our payment provider may retry the payment, request an alternative method, issue reminders or invoices, combine an unpaid amount with another clearly identified amount properly payable, suspend Services and exercise any other right under this Agreement.

4.15 A failed payment does not cancel the Subscription or remove the Client’s obligation to pay.

4.16 An amount is overdue if it is not successfully paid by its due date. Where an amount is overdue, we may require immediate payment, withhold new work, Deliverables, launches, transfers, access or handover, apply payments to the oldest outstanding amount first, require future Fees in advance and require an alternative payment method or reasonable security before Services resume.

4.17 We do not charge interest on overdue amounts unless later agreed in writing.

4.18 Where Services are supplied as a Project, the payment structure will be stated in the Proposal. Unless otherwise agreed:

(a) 50% of the Project Fee is payable before work commences;

(b) the remaining 50% is payable before launch, publication, transfer, deployment or final handover;

(c) a milestone becomes payable when the applicable stage is substantially complete, even if the Client delays review or approval;

(d) we may suspend the Project if a milestone is overdue; and

(e) we may withhold publication, source files, migration, transfer or final delivery until full payment.

4.19 A prepaid 3-month, 6-month, 12-month or other fixed-period package does not automatically renew unless the applicable Proposal expressly says otherwise. No unused portion is refundable merely because the Client elects not to use or engage with the Services.

4.20 Any discount, waived Fee, promotional rate or special pricing applies only for the stated period or circumstances and does not create an entitlement to the same pricing for future Services.

4.21 Package upgrades and downgrades are effective only when accepted by us. A downgrade does not retrospectively reduce Fees already paid or payable.

4.22 Unless otherwise stated, additional work outside scope is charged at $200 plus GST per hour in minimum increments of 30 minutes. We may require written approval, upfront payment or a deposit before performing additional work.

4.23 Advertising Spend is separate from our Fees. Unless otherwise agreed, the Client pays Advertising Spend directly to the relevant Advertising Platform, maintains the platform payment method and remains liable for Advertising Spend regardless of campaign results.

4.24 If the Client disputes an amount, it must promptly provide written details and reasons. The parties must attempt to resolve the dispute in good faith and the Client must continue paying all undisputed amounts.

4.25 The Client must make a reasonable attempt to resolve a genuine billing concern with us before initiating a chargeback, unless it would be unreasonable to require this.

4.26 Where the Client initiates a chargeback or reversal for an amount properly payable, we may suspend Services immediately, dispute the chargeback using our contractual and service records, require another payment method, treat the matter as a Default, recover the unpaid amount, recover any chargeback fee actually imposed on us where permitted and recover reasonable external enforcement costs where permitted.

4.27 Except where required by law or expressly agreed, Setup Fees, Subscription Fees already charged, Fees for work already performed and deposits applied to work, reserved resources or incurred costs are non-refundable. Dissatisfaction with performance, rankings, lead quality, conversion rates, sales or commercial outcomes does not create an automatic entitlement to a refund.

4.28 Except where required by law, the Client must not withhold, deduct, reduce or set off any amount payable because of a complaint, alleged breach, performance concern or unrelated claim.

4.29 We may change Fees for future Services or future Subscription billing periods by providing reasonable written notice. A material increase to recurring Management Fees will ordinarily take effect no earlier than 14 days after notice. If the Client does not accept a material increase, it may cancel the affected Subscription before the increase takes effect under clause 6.

5. CLIENT DEFAULT, SUSPENSION AND DEBT RECOVERY

5.1 The Client is in Default if:

(a) a properly payable amount is not paid by its due date;

(b) a payment is dishonoured, reversed, cancelled or improperly charged back;

(d) the Client provides materially false, misleading, inaccurate or incomplete information;

(e) the Client fails to provide access, approvals, instructions or Client Materials reasonably required for the Services;

(f) the Client or another provider materially interferes with, alters, disables or compromises our work;

(g) the Client breaches Applicable Law or Platform Policies;

(h) the Client requests unlawful, misleading, deceptive, unethical or unsafe conduct;

(i) the Client misuses our Intellectual Property Rights, systems, accounts, credentials or Confidential Information;

(j) the Client creates a material security or privacy risk;

(k) the Client or its representative engages in abusive, threatening, discriminatory, harassing, dishonest or seriously inappropriate conduct;

(l) the Client becomes insolvent, enters administration, liquidation, receivership, bankruptcy or an analogous process;

(m) the Client ceases or threatens to cease business; or

(n) the Client repudiates or abandons the Agreement.

5.2 Where a Default is reasonably capable of remedy, we may give written notice identifying the Default, the required remedy and a reasonable period to remedy it.

5.3 We are not required to provide a remedy period where payment is already overdue, the Default cannot reasonably be remedied, immediate action is needed to protect a person, account, system, platform, data, reputation or legal right, the same Default has occurred previously, the Client has stated it will not remedy the Default, the Client is insolvent or further notice would be futile.

5.4 If the Client is in Default, we may, acting reasonably and without limiting any other right:

(a) suspend all or part of the Services;

(b) stop allocating personnel or resources;

(d) suspend SEO, advertising management, Website work, AI, automation, CRM or integration work;

(e) suspend Natphi-controlled hosting or software services where applicable;

(f) withhold Deliverables, Working Files, credentials, transfers, migrations, exports or handover assistance;

(g) restrict or revoke access to Natphi Materials and Natphi-controlled systems;

(h) decline new requests, variations, meetings, support or additional work;

(i) remove our personnel and contractors from Client Accounts;

(j) require payment in advance, an alternative payment method or reasonable security;

(k) terminate the Agreement; and

(l) exercise any other contractual or legal remedy.

5.5 We may suspend immediately and without prior notice where continued performance may expose us or another person to legal, regulatory, financial, security or reputational risk; breach law or Platform Policies; compromise a Website, Advertising Account, CRM, automation or database; result in additional unpaid work; facilitate unlawful or harmful conduct; interfere with a platform investigation; or create a risk of data loss, unauthorised disclosure or cybersecurity harm.

5.6 Our ordinary internal payment process may involve reminders after an initial failed payment, suspension review at approximately 14 days overdue and formal recovery or termination review at approximately 21 days overdue. This process is administrative only and does not create a mandatory grace period or prevent us acting sooner where permitted.

5.7 Suspension does not terminate the Agreement, constitute cancellation, waive the Default, waive amounts already paid or payable, relieve the Client of cancellation obligations or require us to provide replacement Services for the suspension period.

5.8 The Client remains responsible for Fees accrued before suspension, Fees for any billing period already commenced, work performed, resources committed, approved Third Party costs, Advertising Spend and other properly payable amounts.

5.9 Suspension of our management Services does not automatically pause, terminate or disable any advertising campaign, Website, software subscription, hosting service or Third Party Platform. The Client remains responsible for monitoring and controlling Advertising Spend, campaign status, platform billing, hosting, software, domain renewals, SMS, email and API usage.

5.10 While the Client remains in Default, we may withhold unpaid Deliverables, launch or publication, Website migration, campaign builds, creative assets, account transfer assistance, editable or source files, automation workflows, CRM configurations, reports, data exports, training and handover meetings.

5.11 We will not deliberately delete Client Data or Client-owned assets solely as punishment for non-payment. We may, however, preserve records, revoke access to Natphi-controlled systems, disable Natphi-owned licences or integrations, isolate unsafe automations and prevent unauthorised use of Natphi Materials.

5.12 We are not required to resume suspended Services until overdue amounts are paid in cleared funds, the Default is remedied, valid payment details are supplied, required access or materials are provided and we have sufficient capacity available.

5.13 Resumption may be subject to revised commencement dates, revised timeframes, payment in advance, reactivation or remediation Fees and a revised Proposal where the original scope or platform is no longer reasonably available.

5.14 Continuing to provide any Services after a Default does not waive the Default, our right to payment or our right to later suspend, terminate or recover amounts owing.

5.15 Where an amount remains unpaid, we may issue demands, engage a solicitor or debt collection agency, commence tribunal or court proceedings, seek and enforce judgment and recover reasonable external collection, legal, filing and enforcement costs actually incurred to the extent permitted by law.

5.16 Recovery activity will be conducted in accordance with Applicable Law. We will not knowingly misrepresent a debt, falsely claim proceedings have commenced, threaten action without a lawful basis, disclose the debt to an unauthorised person, harass the Client or add unauthorised penalties.

6. CANCELLATION, PAUSES, TERMINATION AND EXIT

6.1 Unless the applicable Proposal expressly states otherwise, a Subscription continues automatically from week to week until validly cancelled or terminated.

6.2 The Client may cancel an ongoing Subscription by providing at least 14 days’ written notice.

6.3 Cancellation notice must:

(a) be provided in writing;

(b) clearly state that the Client intends to cancel the relevant Service or Subscription;

(d) be sent by email to the Client’s assigned Client Manager.

6.4 If the Client does not know the Client Manager’s current email address, notice may be sent to natphimedia@gmail.com.

6.5 A casual statement, complaint, request to discuss pricing, request to pause or indication that the Client may cancel does not constitute cancellation unless it clearly communicates a present and definite intention to terminate.

6.6 A cancellation notice sent by email is taken to have been received when it enters the recipient’s email system, unless the sender receives an automated delivery failure notice. If sent outside ordinary business hours, the notice period begins on the next Business Day.

6.7 For weekly Subscriptions, two further weekly Subscription payments remain payable after valid cancellation notice is given, unless we expressly agree otherwise in writing.

6.8 During the 14-day notice period:

(a) ordinary Subscription Fees remain payable;

(b) we may continue providing management, optimisation, strategy, reporting and other Services;

(d) we may complete, conclude, pause or document current work;

(e) we may prepare paid Client-owned assets for handover;

(f) the Client must maintain required access and cooperation; and

(g) the Client remains responsible for Advertising Spend and Third Party charges.

6.9 The Client may request that active work cease before the notice period expires. We may agree, but the notice period and Fees continue and early cessation does not create a refund or credit.

6.10 If the Client requests cancellation after accepting the Agreement but before recurring Services commence, the Setup Fee remains non-refundable except where required by law. Where recurring management, research, build work or resource allocation has already commenced, the ordinary cancellation provisions may apply.

6.11 A Project cannot be cancelled merely by giving the Subscription notice unless the Proposal expressly permits it. If the Client cancels or abandons a Project, it must pay for work performed, resources reserved and non-cancellable costs incurred. We may issue a final invoice and withhold incomplete or unpaid Deliverables.

6.12 A prepaid fixed-period package ordinarily expires at the end of the purchased period and does not automatically renew unless the Proposal states otherwise. The Client is not entitled to cancel the prepaid period for convenience and receive a refund merely because it no longer wishes to use the Services.

6.13 The Client may request a temporary pause of an ongoing Subscription in writing. A pause is not an automatic entitlement and is effective only after we confirm it in writing.

6.14 Unless otherwise agreed:

(a) the maximum initial pause period is four weeks;

(b) the pause begins on the date confirmed by us;

(d) the Client must maintain necessary Third Party subscriptions, software, hosting and access;

(e) work, meetings, management time and Deliverables do not accumulate during the pause; and

(f) we are not required to preserve the same personnel allocation, campaign position, rankings, timelines or availability.

6.15 Any extension beyond four weeks is at our discretion. We may require a holding Fee, revised Fee, reactivation Fee, updated onboarding information, a new commencement date or a revised Proposal.

6.16 A pause does not satisfy or reduce the cancellation notice requirement. If the Client gives cancellation notice during or at the end of a pause, the 14-day notice period and two further weekly payments still apply unless we agree otherwise in writing.

6.17 If we commit a material breach that is reasonably capable of remedy, the Client must give written notice identifying the alleged breach in reasonable detail and allow us at least 10 Business Days to remedy it before terminating the affected Service.

6.18 Dissatisfaction with results, failure to achieve rankings, leads, sales, revenue or ROI, a Third Party Platform change, disagreement with strategy, a changed estimate or our refusal of an unlawful or out-of-scope instruction is not by itself a material breach.

6.19 We may terminate all or part of the Agreement immediately by written notice where the Client fails to remedy a Default, the Default cannot be remedied, immediate termination is permitted under clause 5, the Client repeatedly fails to pay on time, initiates an improper chargeback, engages in unlawful or deceptive conduct, misuses Natphi Materials, creates a material security or privacy risk, engages in abusive conduct, becomes insolvent, abandons the Agreement or continued performance would expose us to unreasonable risk.

6.20 We may terminate an ongoing Subscription for convenience by giving reasonable written notice, ordinarily at least 14 days unless a shorter period is reasonably necessary.

6.21 Where we terminate for convenience, future recurring charges cease from the effective termination date, accrued Fees remain payable and we will provide paid Client-owned assets in accordance with this Agreement. We will refund any clearly identifiable prepaid amount relating solely to Services we elect not to provide, except where that amount has already been applied to work, resources or costs.

6.22 We may terminate or propose a variation where continued provision becomes materially impractical because of platform changes, withdrawal of software or API access, changes in law, loss of necessary licences, security or technical risk, unreasonable Client requirements, substantial changes to the Client’s business or scope, relationship breakdown or commercial impracticability.

6.23 Upon termination or expiry:

(a) we may cease the affected Services;

(b) accrued and outstanding Fees become immediately payable;

(d) we may remove personnel and access from Client Accounts;

(e) we may revoke access to Natphi-controlled systems and disable Natphi-owned licences or integrations; and

(f) the Client remains responsible for Third Party charges.

6.24 Termination of our Services does not automatically pause Google Ads, Meta Ads or another campaign, stop Advertising Spend, cancel hosting, domains, CRM or software, disable automations or remove platform users. The Client is responsible for deciding whether campaigns should continue, monitoring spend, cancelling subscriptions, updating payment methods and reviewing or removing our remaining access.

6.25 We are not liable for Third Party Platform charges incurred after termination unless we expressly agreed in writing to control or cancel the relevant service and failed to use reasonable care in doing so.

6.26 We will provide a reasonable standard handover of paid Client-owned assets after termination, provided all outstanding Fees have been paid, the notice period has been completed, the Client has complied with its material obligations, the receiving person or provider is identified and the requested assets fall within the Client’s ownership or licence rights.

6.27 A standard handover may include removal of our personnel from Client Accounts, transfer of paid final Deliverables capable of transfer, confirmation of relevant Client-owned account access, identification of ongoing Third Party responsibilities and one reasonable written account status summary.

6.28 Standard handover does not include extensive training, strategy workshops, rebuilding documentation, restructuring campaigns for another provider, custom exports, migration to another platform, source or Working Files, internal notes, Natphi Materials or ongoing support after termination.

6.29 Additional transition services may be charged at $200 plus GST per hour in minimum increments of 30 minutes. We may require advance payment.

6.30 We may retain Client records, Client Data, communications, payment records and copies of Deliverables where reasonably required for legal, taxation, insurance, dispute, enforcement, cybersecurity and archival purposes.

6.31 Unless a longer period is required by law or reasonably necessary for a dispute or operational purpose, we may delete non-essential working materials, temporary files, drafts and test environments 90 days after termination without further notice. The Client is responsible for obtaining and securely storing any Client-owned asset it requires before that period expires.

6.32 Termination or expiry does not affect provisions intended to survive, including payment, debt recovery, Intellectual Property Rights, privacy, confidentiality, indemnities, liability limitations, dispute resolution, governing law, records and handover charges.

7. CLIENT RESPONSIBILITIES

7.1 The Client must:

(a) provide accurate, complete and current information;

(b) provide timely access to Client Accounts, systems, websites, domains, analytics, CRMs and platforms;

(d) ensure it owns or has all rights, licences and consents necessary for the Client Materials and our authorised use of them;

(e) ensure advertising claims, testimonials, reviews, pricing, offers and representations are accurate, lawful and reasonably substantiated;

(f) comply with Applicable Law, Platform Policies and industry-specific requirements applying to the Client’s business;

(g) maintain valid payment methods, domain registrations, hosting, software and Third Party subscriptions;

(h) promptly notify us of changes to its products, services, prices, locations, legal obligations, Website, staffing, sales capacity or business circumstances that may affect the Services;

(i) review Deliverables and provide consolidated feedback within reasonable timeframes;

(j) maintain appropriate backups of Client-owned data and systems;

(k) maintain administrator-level control of core Client Accounts where practicable;

(l) ensure its Authorised Representatives provide consistent instructions; and

(m) treat our personnel and contractors professionally and respectfully.

7.2 The Client is responsible for its products, services, pricing, offers, representations, legal disclosures, customer service, lead follow-up, appointment attendance, sales processes, staffing, fulfilment and business operations.

7.3 We are not responsible for poor performance caused or contributed to by unanswered calls, slow lead response, weak sales processes, inadequate staffing, unavailable products, low stock, pricing, reputation, service quality, customer complaints, poor Website conversion, insufficient Advertising Spend or failure to implement recommendations.

7.4 The Client must not materially alter campaigns, Websites, tracking, CRM, automations or account settings, or permit another agency to do so, without notifying us. We are not responsible for resulting errors, duplication, data loss, broken tracking, performance decline or technical conflicts.

7.5 The Client must obtain all necessary privacy notices, consents and permissions for tracking, analytics, custom audiences, remarketing, CRM processing, email, SMS, call recording and automation activities carried out for its business.

7.6 The Client must review and approve AI-generated, automated or legally sensitive outputs before publication, sending or material reliance.

7.7 If the Client fails to provide required access, materials, approvals or instructions:

(a) timeframes automatically extend;

(b) work may be rescheduled;

(d) recurring Fees continue where the Subscription remains active;

(e) unused capacity does not roll over;

(f) we may make reasonable assumptions where appropriate;

(g) additional work caused by the delay may be charged; and

(h) we may suspend the affected Services where we cannot safely or lawfully proceed.

7.8 Where the Client delays approval or feedback for more than 10 Business Days, we may treat the relevant stage as approved for scheduling and invoicing purposes, provided we have given a reasonable reminder. Deemed approval does not apply to final legal or regulatory approval that only the Client can provide.

7.9 The Client must not request or direct us to engage in unlawful, misleading, deceptive, defamatory, discriminatory, fraudulent, spam-related, privacy-invasive, platform-manipulative or otherwise prohibited activity.

8. REVISIONS, SCOPE CHANGES AND ADDITIONAL WORK

8.1 The applicable Proposal determines the included scope, campaigns, locations, service areas, platforms, meetings, revisions and Deliverables.

8.2 Work outside the agreed scope is additional work and may be separately quoted or charged at the additional-work rate in clause 4.22.

8.3 Additional work may include additional campaigns, locations, service areas, landing pages, Website functionality, Revisions, urgent work, migration, handover, training, meetings, correction of issues caused by the Client or another provider, new integrations, new automation logic or work caused by a changed brief.

8.4 Unless the Proposal states otherwise, Website and landing page Projects include three consolidated Revision rounds.

8.5 Each Revision round must be provided as one complete and consolidated set of feedback. Fragmented, repeated or trickle-fed feedback may be treated as a separate Revision round or additional work.

8.6 A new concept, material change of direction, change to previously approved work, additional functionality or request outside scope is not a Revision and may be separately charged.

8.7 After the third included Revision round, further changes are at our discretion and may be charged at the additional-work rate.

8.8 Corrections required because we failed to follow an approved brief are not counted as additional paid Revisions. Preference changes, changed instructions and changes after approval may be chargeable.

8.9 Content revisions are included only to the extent reasonably required by the applicable package or Proposal. Repeated preference-based rewrites, a new creative direction or changes after approval may be additional work.

8.10 We may reallocate included activities and effort based on strategy, data, platform changes and professional judgement, provided we do not remove the essential substance of the Service purchased.

8.11 No unused work, capacity, meetings, revisions or management time rolls over unless expressly agreed in writing.

9. INTELLECTUAL PROPERTY AND OWNERSHIP

9.1 Each party retains ownership of all Intellectual Property Rights it owned, developed or lawfully used before the Commencement Date or independently of the Services.

9.2 The Client retains ownership of its pre-existing business names, trade marks, logos, branding, domain names, Websites, customer and lead databases, Client Accounts, photographs, videos, audio, written content and other Client Materials.

9.3 The Client grants us a non-exclusive, royalty-free, worldwide licence during the term to access, use, reproduce, modify, adapt, publish, communicate, transmit, store, process and provide Client Materials and Client Data to approved personnel and Third Party Platforms to the extent reasonably necessary to provide, administer, improve, document or support the Services.

9.4 The Client warrants that it owns the Client Materials or has all necessary rights, licences and consents; our authorised use will not infringe another person’s rights; the materials are accurate and not misleading; advertising claims can be substantiated; and any testimonial, review, photograph, personal information or customer information may lawfully be used for the intended purpose.

9.5 We retain all right, title and interest in Natphi Materials, including systems, processes, strategies, methodologies, campaign structures, keyword research methods, optimisation techniques, audience-development methods, templates, reports, dashboards, software, source code, reusable code, scripts, prompts, AI configurations, automation architecture, reusable workflows, CRM frameworks, standard operating procedures, training materials, internal documentation, research methods, Working Files, know-how and improvements or derivatives of those materials.

9.6 Unless expressly stated in a Proposal, the Client is not entitled to receive or own Working Files, including draft designs, editable design files, raw project files, unpublished concepts, research notes, internal strategy documents, audit working papers, testing environments, internal comments, internal correspondence, internal reporting tools or reusable templates.

9.7 Subject to full payment of all amounts relating to the relevant Services, ownership of Intellectual Property Rights in final bespoke Deliverables created specifically and exclusively for the Client transfers to the Client to the extent that:

(a) we own the relevant rights;

(b) the item is identified as a final Client-owned Deliverable;

(d) the relevant Fees and cancellation obligations have been fully satisfied; and

(e) the Proposal does not provide for a licence or different arrangement.

9.8 The transfer does not include Natphi Materials embedded in or used to create the Deliverable, Working Files, Third Party Materials, generic ideas, methods, know-how, reusable systems, code, workflows or templates, or rights we do not own or cannot transfer.

9.9 Where a paid Client-owned Deliverable contains or depends on Natphi Materials, we grant the Client a perpetual, non-exclusive licence to use those embedded materials solely as part of the Deliverable for the Client’s own ordinary business purposes.

9.10 The Client must not extract, sell, sublicense, separately commercialise, reverse engineer or provide Natphi Materials to another agency for replication, use them to establish a competing service or falsely represent that it owns or created them.

9.11 Until all amounts relating to a Deliverable are paid in full:

(a) we retain ownership to the extent we own the relevant rights;

(b) the Client receives only a limited, revocable, non-transferable licence to use any supplied Deliverable;

(d) the Client must not sell, assign, sublicense or transfer the Deliverable.

9.12 Final bespoke advertising copy, graphics, video and creative developed specifically for the Client transfer after full payment, while campaign strategy, structures, methodologies, templates, research processes, optimisation methods, keyword frameworks, audience structures, reporting formats and testing methodologies remain Natphi Materials.

9.13 Client Data and customer information remain the Client’s property, subject to applicable platform rights and our lawful record-retention rights.

9.14 Where an Advertising Account existed before our engagement or is created directly in the Client’s name, ownership remains with the Client or relevant Third Party Platform. We receive authority to access and manage the account but do not acquire ownership merely by managing or modifying it.

9.15 Where we create an Advertising Account, we will ordinarily seek to create it within the Client’s business environment where reasonably practicable. Ownership and transfer arrangements may be specified in the Proposal and any handover is subject to full payment and platform functionality.

9.16 The Client owns accounts created directly in its name, including analytics, tag management, Search Console, Meta Business Manager, CRM and similar Client Accounts. We retain ownership of proprietary tracking methodologies, implementation templates, event frameworks, scripts and reporting systems.

9.17 Aggregated and anonymised information that does not identify the Client or an individual may be used by us for internal analytics, benchmarking, service improvement and business planning.

9.18 For Websites and landing pages:

(a) the Client retains ownership of its pre-existing domain, branding, content and Client Materials;

(b) unfinished work remains our property until full payment;

(d) templates, reusable components, code libraries, frameworks and internal systems remain ours;

(e) Third Party Materials remain subject to their licences;

(f) we may withhold launch, migration or transfer until full payment; and

(g) landing pages supplied only as part of an ongoing Subscription may remain our property unless the Proposal states otherwise.

9.19 Where a subscription landing page remains our property, the Client’s right to use it ends when the relevant Service ends unless we agree to continued hosting or licensing.

9.20 For AI, automation, CRM and software Services, we retain ownership of reusable prompts, agents, workflows, automation architecture, code, scripts, integration methods, templates, CRM structures, data-mapping methods and system designs. A custom implementation may transfer or be licensed after full payment only as stated in the Proposal.

9.21 Unless expressly agreed, source code, editable workflow templates, internal prompts, system instructions and proprietary architecture are not included.

9.22 Third Party Materials remain owned by their respective owners and governed by applicable licence terms. The Client may need to purchase replacement licences after termination and a Deliverable may cease to function if a required licence expires or is withdrawn.

9.23 After a Deliverable is supplied, the Client may modify it or permit another person to modify it at its own risk. We are not responsible for defects, compatibility issues, security vulnerabilities, broken tracking, performance changes, Website errors or automation failures caused by those modifications.

9.24 Unless the Client opts out in writing before publication or the parties agree otherwise, we may use the Client’s name, business name, logo, Website, publicly available Deliverables, screenshots, general descriptions of the Services and non-confidential examples of completed work for our portfolio, credentials, marketing, proposals and business development.

9.25 We will obtain consent before publishing non-public financial information, confidential campaign data, identifiable customer information, private communications, specific non-public performance figures or a named testimonial not already approved.

10. ADVERTISING SERVICES

10.1 The Client authorises us to access, create, configure, modify, manage, optimise and report on Advertising Accounts and campaigns within the agreed scope.

10.2 Our Fees are separate from Advertising Spend. The Client is responsible for Advertising Spend and any taxes, card charges or platform costs imposed by the Advertising Platform.

10.3 We may recommend budgets, bid strategies, audiences, keywords, geographic areas, creative, offers, landing pages and tracking configurations, but the Client remains responsible for approving or funding the overall Advertising Spend.

10.4 We do not guarantee ad approval, account approval, account reinstatement, impressions, clicks, click-through rates, leads, lead quality, conversions, cost per lead, cost per acquisition, return on ad spend, revenue or profit.

10.5 Advertising Platforms may reject, limit, suspend or close accounts or campaigns at their discretion. We are not responsible for platform decisions outside our reasonable control, but may use reasonable efforts within scope to respond to them.

10.6 The Client is responsible for the legality, accuracy and substantiation of its products, services, prices, promotions, claims, testimonials, guarantees, disclaimers and landing page content.

10.7 Cancelling or suspending our management Service does not automatically pause campaigns or stop Advertising Spend. The Client must monitor platform billing and, where required, pause or cancel campaigns directly.

10.8 We may pause campaigns where we have sufficient access and authority, it is reasonably practicable and we consider it appropriate, but we are not obliged to do so unless expressly agreed in writing.

10.9 Conversion tracking, attribution and platform reporting may be affected by browser restrictions, consent settings, device changes, user behaviour, platform modelling, privacy law, deleted cookies, ad blockers, integration failures and other matters outside our control. We do not guarantee perfect tracking or agreement between reporting systems.

10.10 Audiences, remarketing lists, conversion histories and platform-generated data remain subject to Platform Policies and may not be transferable or exportable.

11. SEO SERVICES

11.1 Where SEO Services are purchased, we may perform research, audits, technical recommendations, on-page optimisation, content planning, local SEO, internal linking, off-page activities, reporting and other activities reasonably selected within the agreed package.

11.2 SEO results are influenced by search-engine algorithms, competitors, Website quality, Website history, hosting, content, links, technical condition, market demand, the Client’s implementation of recommendations and other matters outside our control.

11.3 We do not guarantee any ranking position, first-page placement, traffic level, enquiry volume, sales, revenue or timeframe for improvement.

11.4 Search engines may change algorithms, indexation methods, policies and ranking factors at any time. Rankings may rise, fall or fluctuate and previous performance may not continue.

11.5 Where implementation requires Website, hosting, DNS, CMS or developer access, delays or limitations in access may affect results and timeframes.

11.6 We may determine which keywords, pages, locations, technical issues, content and optimisation opportunities are prioritised based on strategy, data and available service capacity.

11.7 Off-page SEO, citations, directory listings or links may depend on third parties. We do not guarantee continued publication, indexation, authority, placement or availability of third-party content or links.

11.8 The Client must not engage in undisclosed SEO activity, purchase links, make material Website changes or permit another provider to interfere with the SEO strategy without notifying us. We are not responsible for resulting penalties, ranking losses or conflicts.

11.9 Any Website credit or attribution link will be included only where stated in the Proposal or otherwise agreed.

12. WEBSITES AND LANDING PAGES

12.1 Website and landing page Services are limited to the scope, pages, functionality, integrations, content and platform stated in the Proposal.

12.2 Unless otherwise agreed, Project Fees are payable 50% before commencement and 50% before launch, publication, migration, transfer or final handover.

12.3 The Client must supply required content, branding, images, product or service details, legal disclosures, privacy wording and approvals in a timely manner.

12.4 Unless the Proposal states otherwise, three consolidated Revision rounds are included under clause 8.

12.5 We may use templates, frameworks, reusable components, plugins, themes, stock assets, fonts, third-party software and development tools. Those items remain subject to their respective ownership and licence terms.

12.6 We do not guarantee that every agency, developer or third-party licence can be transferred to the Client. The Client may need to purchase replacement licences after handover or termination.

12.7 We may withhold launch, publication, migration, transfer, source files or final access until all relevant Fees are paid.

12.8 Any launch or completion date is an estimate unless expressly agreed as fixed. Delayed Client materials, approvals, scope changes, third-party issues and technical matters extend timeframes.

12.9 We will use reasonable care in development but do not guarantee that a Website will be completely error-free, uninterrupted, immune from attack, compatible with every device or browser, or unaffected by future software updates.

12.10 Ongoing maintenance, updates, hosting, backups, security monitoring, content changes and technical support are not included after completion unless expressly stated in the Proposal.

12.11 The Client is responsible for maintaining backups and appropriate security after handover, and for renewing domains, hosting, plugins, themes, licences and software subscriptions.

12.12 Changes made by the Client or another provider after delivery are at the Client’s risk. We may charge to investigate or repair resulting issues.

12.13 A Website or landing page is not legal advice. The Client is responsible for obtaining legal advice about privacy policies, terms, disclaimers, licences, industry disclosures, accessibility and regulatory compliance applying to its business.

13. AI, AUTOMATION, CRM AND TECHNOLOGY SERVICES

13.1 We may design, configure, test, implement, maintain or advise on AI systems, CRM systems, GoHighLevel, automations, workflows, integrations, prompts, agents, data mapping, notifications, email, SMS and other technology Services within the agreed scope.

13.2 The Client must provide accurate process information, lawful data, required access, testing input, content, instructions and final approval before material deployment.

13.3 AI-generated and automated outputs may be inaccurate, incomplete, outdated, duplicated, delayed, contextually wrong or unsuitable for publication or reliance. The Client must apply appropriate human review.

13.4 We do not guarantee perfect accuracy, uninterrupted operation, compatibility, deliverability or continued availability of AI models, APIs, CRMs, automation platforms or integrations.

13.5 Third Party Platforms may change pricing, features, APIs, limits, data handling, model behaviour or availability without notice. We may need to vary the implementation or propose additional work in response.

13.6 The Client must not require us to input highly sensitive, unusually confidential or regulated information into an AI or Third Party Platform unless that use is reasonably necessary, appropriate safeguards are available and the parties expressly agree.

13.7 The Client is responsible for ensuring that its automated communications, workflows and data processing comply with privacy, spam, telemarketing, employment, consumer, industry and other Applicable Laws.

13.8 We may pause or disable an automation where reasonably necessary to prevent unlawful, unsafe, duplicative, technically damaging or materially incorrect behaviour.

13.9 The Client must test and approve material workflow logic, recipient groups, templates, triggers, timing and data mapping before deployment. We are not responsible for errors caused by inaccurate Client data, Client-approved logic, Client modifications or Third Party Platform failure.

13.10 Unless expressly agreed, ongoing monitoring, maintenance, usage charges, platform subscriptions, model costs, SMS charges, email charges, API costs and support after implementation are separate from the build Fee.

13.11 Ownership and licensing of AI, automation, CRM and software Deliverables are governed by clause 9.

14. PRIVACY, DATA, OFFSHORE DELIVERY AND RECORDINGS

14.1 Each party must comply with privacy laws that apply directly to it.

14.2 The Client warrants that all Personal Information supplied to us or directed to be processed through the Services has been lawfully collected, may lawfully be disclosed and used for the intended purpose, is subject to any required notice or consent and does not include information the Client is prohibited from disclosing.

14.3 The Client authorises us to use employees, contractors, offshore personnel, subcontractors and Third Party Platforms where reasonably necessary to provide the Services.

14.4 Client Data and Personal Information may be accessed, stored or processed outside Australia through cloud providers, software vendors, offshore personnel, subcontractors and international infrastructure.

14.5 We will take reasonable commercial steps to select reputable providers and impose appropriate confidentiality and data-handling requirements where reasonably available.

14.6 The Client must notify us before commencement if it is subject to contractual, regulatory, customer or sector-specific restrictions on offshore access, offshore support, data location or use of particular platforms.

14.7 We will take reasonable commercial steps to protect Client Data within our control, having regard to the nature of the Services, sensitivity of the information, technical feasibility, cost and risk.

14.8 If we become aware of a material actual or suspected unauthorised access, disclosure, loss or compromise affecting Client Data within our control, we will take reasonable steps to investigate and contain it and notify the Client as soon as reasonably practicable where the incident is material to the Client.

14.9 Each party remains responsible for determining and carrying out its own mandatory notification obligations under applicable data breach laws.

14.10 Where Client Data is used for email, SMS, remarketing, call tracking or other direct marketing, the Client is responsible for lawful collection and use, consent or another lawful basis, sender identification, unsubscribe processes, suppression lists, privacy notices and compliance with Applicable Law and Platform Policies.

14.11 We may use AI systems and third-party AI platforms to generate drafts, summaries, classifications, analysis or workflow outputs where reasonably necessary for the Services.

14.12 We may record business calls and meetings and use automated transcription or note-taking tools for service delivery, training, quality assurance, approvals, task creation, record keeping and dispute resolution, provided we give notice or obtain consent where required by law.

14.13 The Client must ensure that its participants are authorised to join those calls or meetings and are appropriately informed where recording disclosure is required.

14.14 Our handling of Personal Information is also governed by our Privacy Policy. If there is an inconsistency concerning privacy handling, the provision that gives greater protection to Personal Information applies to the extent of the inconsistency.

15. CONFIDENTIALITY

15.1 Each party must keep the other party’s Confidential Information confidential and use it only for performing, receiving, administering or enforcing the Services and Agreement.

15.2 A party may disclose Confidential Information to its directors, officers, employees, contractors, subcontractors, insurers, professional advisers, financiers and service providers who reasonably need it for the Agreement, provided suitable confidentiality controls apply.

15.3 Confidential Information does not include information that is public other than through breach, independently developed without misuse, lawfully received from a third party or already lawfully known.

15.4 A party may disclose Confidential Information where required by law, court order or regulator, provided it limits disclosure to what is reasonably necessary and gives prior notice where legally permitted and reasonably practicable.

15.5 On termination, each party must, on reasonable request, return or securely delete Confidential Information no longer required, subject to lawful archival, backup, insurance, accounting, dispute and enforcement retention.

16. WARRANTIES, DISCLAIMERS AND NO GUARANTEES

16.1 We warrant that we will provide the Services with reasonable care and skill and substantially in accordance with the accepted commercial terms.

16.2 We do not guarantee rankings, first-page placement, ad position, impressions, traffic, leads, lead quality, appointments, conversion rates, sales, revenue, profitability, cost per lead, return on ad spend, return on investment, platform approval, uninterrupted service or continuation of historical performance.

16.3 Any forecast, target, estimate, recommendation, projection or anticipated outcome is indicative only unless expressly stated in writing to be a binding commitment.

16.4 We do not provide legal, taxation, accounting, financial product, medical or other regulated professional advice unless expressly engaged under separate written terms.

16.5 We are not responsible for losses caused by platform outages, policy enforcement, account suspensions, ad disapprovals, algorithm changes, invalid traffic, hosting issues, domain-provider errors, deliverability filtering, carrier filtering, API failure, software bugs, cybersecurity events outside our reasonable control or other Third Party Platform acts or omissions.

16.6 We do not guarantee email delivery, inbox placement, SMS delivery, call connection, tracking accuracy, attribution accuracy or freedom from spam, carrier or reputation-based filtering.

16.7 The Client acknowledges that marketing performance depends on matters outside our control and that past performance does not guarantee future results.

17. LIABILITY, INDEMNITIES AND AUSTRALIAN CONSUMER LAW

17.1 Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, statutory right, warranty, condition, remedy or liability that cannot lawfully be excluded, restricted or modified under the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law or another Applicable Law.

17.2 Any exclusion, disclaimer, indemnity or limitation applies only to the maximum extent permitted by law.

17.3 To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, exemplary, punitive, consequential or similar loss, including loss of profit, revenue, goodwill, business opportunity, customers, contracts, anticipated savings or market share.

17.4 Subject to this Agreement, we are liable only for direct loss that was caused by our breach, was reasonably foreseeable when the Agreement was made, is supported by reasonable evidence and could not reasonably have been avoided.

17.5 To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the affected Service is limited to the greater of:

(a) the Management Fees and Project Fees actually paid by the Client for the directly affected Service in the three months before the event giving rise to the claim; or

(b) where the claim relates primarily to a fixed-scope Project completed within the previous 12 months, the Project Fees actually paid for that Project.

17.6 In calculating the liability cap, Advertising Spend, GST, software charges, hosting charges, domain charges, email or SMS usage, API usage, pass-through licences and other Third Party expenses are excluded.

17.7 The exclusions and cap do not apply to the extent liability cannot lawfully be limited or excluded, including fraud, deliberate unlawful conduct, wilful misconduct, death or personal injury where non-excludable, or our infringement of third-party Intellectual Property Rights in final bespoke Deliverables except to the extent caused by Client Materials or Client instructions.

17.8 The Client indemnifies us and our directors, officers, employees, contractors and representatives against third-party claims, liabilities, losses and reasonable external legal or professional costs arising from:

(a) Client Materials;

(b) the Client’s products or services;

(d) the Client’s breach of law or Platform Policies;

(e) unlawful collection, disclosure or use of Personal Information by the Client;

(f) unlawful direct marketing, spam, SMS, calling or remarketing activity;

(g) Intellectual Property infringement caused by Client Materials;

(h) changes made by the Client or another provider;

(i) the Client’s misuse of a Deliverable or Natphi Material; or

(j) a claim made by an end client of a white-label Client.

17.9 The indemnity does not apply to the extent the relevant loss was caused by our own breach, negligence, wilful misconduct or unlawful conduct.

17.10 Each party must take reasonable steps to mitigate loss.

17.11 Where the Australian Consumer Law permits us to limit a remedy for failure to comply with a consumer guarantee relating to services, our liability is limited, at our option, to supplying the Services again or paying the reasonable cost of having the Services supplied again.

18. FORCE MAJEURE

18.1 Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay money already due, to the extent caused by an event beyond its reasonable control.

18.2 Such events may include natural disaster, flood, fire, epidemic, pandemic, war, civil disturbance, industrial action, government action, power failure, internet failure, telecommunications failure, cyberattack, denial-of-service attack, platform outage, software failure, hosting failure, supply-chain disruption or loss of access to a necessary Third Party Platform.

18.3 The affected party must use reasonable efforts to reduce the effect of the event and resume performance when reasonably practicable.

18.4 If the event materially prevents performance for an extended period, either party may propose a variation, suspension or termination of the affected Service. Accrued Fees and costs already incurred remain payable.

19. CHANGES TO THESE TERMS AND PRICING

19.1 We may update these Terms and Conditions from time to time.

19.2 Updated terms apply immediately to new Clients and new agreements from the stated effective date.

19.3 For existing Clients, we may make administrative, clarifying, error-correcting, security, privacy, technical, legally required or Third Party Platform-required changes by publishing or providing the updated terms.

19.4 If a change materially and adversely affects an existing Client’s recurring Fees, cancellation rights, ownership rights, material service scope, liability allocation or data rights, we will provide reasonable written notice before the change takes effect. The notice period will ordinarily be at least 14 days unless a shorter period is reasonably necessary for legal, security or platform reasons.

19.5 Continued use of the Services after the effective date constitutes acceptance where we gave reasonable notice when required and the Client had a reasonable opportunity to review the changes.

19.6 If the Client does not accept a material adverse change, it may cancel the affected Subscription before the effective date under the ordinary cancellation process, unless the change is required by law, a regulator, court order or Third Party Platform requirement necessary to preserve access or compliance.

19.7 A change does not retrospectively alter Fees already paid or rights and liabilities already accrued.

20. DISPUTES, NOTICES AND GENERAL TERMS

20.1 Before starting formal proceedings, the parties should first attempt to resolve a dispute through good-faith commercial discussions, unless urgent interlocutory relief, debt recovery, protection of Intellectual Property Rights, confidentiality or security is reasonably required.

20.2 A formal notice from the Client, other than cancellation notice, may be sent to natphimedia@gmail.com or another address we notify in writing.

20.3 We may send notices to the email address, CRM portal, telephone number or other communication channel last nominated by the Client.

20.4 This Agreement is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from them.

20.5 We provide the Services as an independent contractor. Nothing creates a partnership, joint venture, employment, franchise, fiduciary or agency relationship between the parties.

20.6 Neither party may assign the Agreement without the other party’s prior written consent, not to be unreasonably withheld, except that we may assign or novate the Agreement as part of a bona fide sale, restructure, merger or transfer of our business or relevant assets by giving written notice.

20.7 If a provision is invalid or unenforceable, it is severed or read down to the minimum extent necessary and the remainder continues in effect.

20.8 A failure or delay to exercise a right does not waive that right. A waiver is effective only if given in writing by an authorised representative.

20.9 Rights and remedies under the Agreement are cumulative and do not exclude rights or remedies available at law.

20.10 Headings are for convenience only and do not affect interpretation. The words including, includes and similar expressions are not words of limitation.

20.11 An obligation on more than one person binds them jointly and individually where permitted by law.

20.12 The Agreement may be accepted electronically and in counterparts.

20.13 Clauses concerning payment, debt recovery, Intellectual Property Rights, confidentiality, privacy, liability, indemnities, dispute resolution, governing law, records and handover survive termination.

21. CONTACT DETAILS

Natphi Media Pty Ltd