Terms of Service

Last updated: 8 December 2025

1. Introduction
1.1 What This Agreement Covers
These Terms of Service (“Agreement”) govern the provision of marketing, consulting, HubSpot, strategy, website development, creative, demand generation and related professional services (“Services”) by Content Chemistry Pty Ltd as trustee for Reiche Family Trust (ABN 40 496 315 797) (“Agency”) to the entity identified as the “Client” in any Order or Statement of Work (“SOW”).
1.2 Acceptance of Terms
By executing an Order or SOW, or purchasing Services via an online Stripe checkout, the Client agrees to be bound by this Agreement.
1.3 Order and SOW Precedence
If there is any inconsistency between this Agreement and an Order or SOW, the Order or SOW prevails to the extent of the inconsistency.
1.4 Definitions
In this Agreement:
"Agency" means Content Chemistry Pty Ltd as trustee for Reiche Family Trust.
"Agreement" means these Terms of Service.
"Business Day" means a day banks are open in Sydney, NSW.
"Client" means the entity receiving the Services.
"Committed Points" means the fixed monthly allocation of Points purchased on a recurring basis and guaranteed by the Agency.
"Confidential Information" means all non-public, proprietary or sensitive information disclosed by one party to the other.
"Customer Data" means all data, records, content and information uploaded, provided or made available by the Client or its customers.
"Deliverables" means any work product created for the Client.
“Expenses” means reasonable, pre-approved out-of-pocket costs incurred by the Agency in delivering the Services, excluding items for which the Agency is entitled to claim an input tax credit.
"Fees" means all amounts payable for the Services, including retainers, project Fees, Hourly Services, Points, and Stripe-purchased services.
"Flexi Hours" means hours used by the Client above the Minimum Monthly Hours allocation under clause 4.
"Flexi Hours Capacity" means the maximum number of Flexi Hours the Agency guarantees it can deliver each month, as set out in the Order or SOW.
"Flexi Points" means Points used above Committed Points, up to the Flexi Points Capacity.
"Flexi Points Capacity" means the maximum Flexi Points the Agency guarantees it can deliver per billing cycle.
"Hourly Services" means Services billed based on hours of effort, including Minimum Monthly Hours and Flexi Hours.
“HubOps Hours” means prepaid blocks of 4, 8 or 12 hours of HubSpot consulting purchased via Stripe, which may be applied to HubSpot onboarding, implementation, configuration, optimisation, troubleshooting or training, and which are billed upfront, non-refundable (except as required by law), and expire three (3) months after purchase.
"HubSpot Services" means onboarding, consulting, implementation and related Services purchased via Stripe or specified in an Order.
"Insolvency Event" means bankruptcy, administration, liquidation or inability to pay debts when due.
"Intellectual Property Rights" includes all IP rights worldwide.
"Losses" means all losses, liabilities, damages, costs, fines, penalties, expenses and charges (including legal costs on a full indemnity basis), whether direct or indirect, arising out of or in connection with a claim, action, proceeding or demand.
"Minimum Monthly Hours" means the minimum number of hours the Client commits to purchase each month under an Hours engagement.
"Order" means a commercial agreement specifying Services, Fees, Deliverables and Term.
"Out-of-Scope Work" means any work not expressly included in an Order or SOW.
"Personal Information" has the meaning in the Privacy Act 1988 (Cth).
"Points" means a unit of value used to price and allocate work, representing a blend of time, expertise, tools, contractors and complexity.
"Services" means the services described in an Order or SOW.
"SOW" means a document setting out scoped Services, Deliverables and Fees.
"Start Date" means the date the Agreement commences.
"Term" means the duration of the engagement as specified in an Order or SOW.
2. Term, Engagement and Relationship
2.1 Commencement
This Agreement commences on the Start Date and continues until terminated under clause 15.
2.2 Minimum Term for Recurring Services
If an Order or SOW specifies a Term, that Term applies. If no Term is specified, recurring Services carry a minimum six (6) month commitment.
2.3 Month-to-Month Continuation
After the Minimum Term, recurring Services continue month-to-month unless terminated in accordance with clause 15.
2.4 HubSpot Services and Project Services
HubSpot Services purchased via Stripe and project-based Services do not carry a Minimum Term unless expressly stated in an Order or SOW.
2.5 Independent Contractor
The Agency is an independent contractor. Nothing in this Agreement constitutes a relationship of employment, partnership or joint venture.
3. Services
3.1 Scope of Services
The Agency will provide the Services described in the applicable Order or SOW.
3.2 Agency Obligations
The Agency will:
(a) exercise due skill, care and diligence;
(b) act honestly and in good faith;
(c) comply with applicable laws;
(d) use reasonable efforts to meet agreed timeframes.
3.3 Client Obligations
The Client must:
(a) provide timely access to accounts, systems and personnel;
(b) provide accurate and complete information;
(c) promptly review and approve Deliverables;
(d) maintain all required third-party subscriptions (including HubSpot).
3.4 Client Delays
Client delays may:
(a) extend delivery timeframes;
(b) increase Fees;
(c) delay project or campaign commencement.
3.5 HubSpot Services Requirements
Where Services involve HubSpot:
(a) the Client must maintain an active HubSpot subscription;
(b) the Agency is not responsible for HubSpot outages, restrictions, APIs or platform behaviour;
(c) HubSpot Services may be terminated month-to-month regardless of other Minimum Terms.
4. Pricing, Invoicing and Payment Models
This Agreement supports multiple pricing models. All models below operate concurrently without conflict. Only one primary delivery model (Retainer, Projects, Hourly Services, HubOps Hour Blocks, HubSpot Onboarding Subscriptions, or Points-Based Pricing) applies to any given Order or SOW unless expressly stated otherwise.
4.1 Pricing Models
Fees may be structured as:
(a) Retainers — billed monthly in advance;
(b) Projects — billed in advance of each phase or milestone;
(c) Hourly Services — Minimum Monthly Hours billed in advance; Flexi Hours billed in arrears;
(d) HubOps Hour Blocks — 4, 8 or 12 hours purchased upfront via Stripe;
(e) HubSpot Onboarding Subscriptions — monthly recurring hours billed via Stripe;
(f) Points-Based Pricing — Committed Points and Flexi Points.
4.2 Out-of-Scope Work
Work not explicitly included in an Order or SOW is Out-of-Scope and billed at the Agency’s standard hourly or Point rate. Out-of-Scope Work will only be performed with Client approval.
4.3 Reimbursement of Expenses
The Client must reimburse pre-approved expenses reasonably incurred by the Agency. Reimbursements exclude GST where the Agency receives an input tax credit.
4.4 Hourly Services
This model applies where the Order or SOW specifies that Services will be delivered on an hourly basis.
(a) Minimum Monthly Hours
The Client agrees to purchase a fixed number of Minimum Monthly Hours at the hourly rate stated in the Order or SOW. Minimum Monthly Hours:
(i) are billed monthly in advance;
(ii) are payable regardless of usage;
(iii) do not roll over to subsequent months; and
(iv) represent the minimum level of capacity the Agency reserves exclusively for the Client.
(v) Minimum Monthly Hours cannot be paused, suspended or carried over unless agreed in writing.
(b) Flexi Hours and Flexi Hours Capacity
If the Client requires additional work beyond its Minimum Monthly Hours:
(i) Flexi Hours will be billed in arrears at the Flexi Hour rate stated in the Order or SOW;
(ii) the Agency guarantees availability of Flexi Hours up to the Flexi Hours Capacity stated in the Order or SOW;
(iii) any Flexi Hours requested above the Flexi Hours Capacity are not guaranteed and may be delivered at the Agency’s discretion.
(iv) Flexi Hours Capacity does not represent a minimum purchase obligation; it represents the maximum number of Flexi Hours the Agency guarantees it can deliver in a billing cycle.
(c) Priority and Scheduling
Minimum Monthly Hours receive delivery priority. Flexi Hours are scheduled based on resource availability unless otherwise agreed in writing.
(d) Hourly Rate
The hourly rate applies to all categories of work unless a specialised or premium rate is stated in the Order or SOW.
(e) Changes in Scope or Priorities
If the Client changes priorities or requests additional work during the month, this may increase total hours consumed. The Agency will notify the Client if hours are trending above the Minimum Monthly Hours.
(f) Internal Resource Allocation
The Agency may use any combination of personnel, including employees, contractors, senior or specialist resources, under a blended-rate model.
(g) No Rollover and No Refunds
Unused Minimum Monthly Hours expire at the end of each billing cycle and do not roll over. Minimum Monthly Hours are non-refundable.
4.5 Time Records and Reporting
(a) Summary Reporting
At the Client’s request, the Agency can provide summary-level reporting for the relevant billing period. Summaries may include:
(i) total hours delivered;
(ii) hours by workstream or activity category;
(iii) any Flexi Hours used (if applicable); and
(iv) remaining hours for the period (if applicable).
(b) Purpose of Reporting
Summary reporting is provided to give the Client visibility over how effort was allocated during the billing period.
4.6 HubOps Hour Blocks
(a) Purchase and Use
The Client may purchase blocks of 4, 8 or 12 HubOps Hours via Stripe.
(b) Expiry
Blocks expire three (3) months after purchase and do not roll over.
(c) Scheduling
HubOps Hours are scheduled subject to Agency availability.
(d) Non-Refundable
HubOps Hours are non-refundable except as required by law.
4.7 HubSpot Onboarding Subscriptions
(a) Subscription Model
The Client may subscribe to a monthly allocation of HubOps Hours via Stripe.
(b) Billing
Subscriptions are billed monthly in advance.
(c) Modifications
The Client may upgrade, downgrade or cancel the subscription with effect from the next billing cycle.
(d) No Rollover
Unused HubOps Hours do not roll over.
(e) Non-Refundable
Fees are non-refundable except as required by law.
4.8 Points-Based Pricing
The Points-Based Pricing model applies only where expressly selected in an Order or SOW. If the Order/SOW specifies an Hourly Services model, this clause does not apply.
(a) Use of Points
The Agency may deliver Services under a Points-based model, where Points represent delivery value and do not equate to hours.
(b) Allocation of Points
The Agency will determine the number of Points required for any task, Deliverable or initiative.
(c) Committed Points
Committed Points:
(i) are purchased monthly in advance;
(ii) reserve Agency capacity exclusively for the Client;
(iii) do not roll over;
(iv) are non-refundable.
(d) Flexi Points and Flexi Points Capacity
Flexi Points:
(i) are used when Committed Points are exhausted;
(ii) are billed monthly in arrears;
(iii) are guaranteed only up to the Flexi Points Capacity stated in the Order or SOW.
Requests exceeding the Flexi Points Capacity may be accepted or declined at the Agency’s discretion.
(e) Expiry Rules
(i) Committed Points expire at the end of the billing cycle;
(ii) Flexi Points do not roll over but are billed on usage;
(iii) any unused Flexi Points Capacity expires at the end of each billing cycle.
(f) Points Are Not Hours
Points represent a blend of complexity, expertise, tools and value, and cannot be converted into or compared with hours.
(g) Model Adjustments
The Agency may update its internal Points valuation model provided the value of Committed Points already purchased during the current Term is preserved.
(h) Requests Beyond Available Points
Requests exceeding available Points and Flexi Capacity constitute Out-of-Scope Work.
5. Payment
5.1 Invoicing and Payment Terms
The Client must pay:
(a) Retainers — monthly in advance;
(b) Projects — in advance of each phase or milestone;
(c) Minimum Monthly Hours — monthly in advance;
(d) Flexi Hours — monthly in arrears;
(e) Committed Points — monthly in advance;
(f) Flexi Points — monthly in arrears;
(g) HubOps Hour Blocks — at purchase via Stripe;
(h) HubSpot Onboarding — monthly in advance via Stripe;
(i) Out-of-Scope Fees — as invoiced.
All invoices are payable within 7 days unless stated otherwise.
5.2 Late Payment
If the Client fails to pay an invoice when due:
(a) the Agency may suspend Services;
(b) interest accrues at 5% per annum on overdue amounts;
(c) the Client must reimburse all reasonable recovery costs.
5.3 Non-Refundable Fees
All Fees are non-refundable except as required by law.
5.4 Direct Debit and Auto-Renewals
Stripe purchases renew automatically unless cancelled by the Client. The Client must ensure all payment information remains current.
6. GST
6.1 GST Exclusive
Unless expressly stated otherwise, all Fees are exclusive of GST. If GST is payable on a supply under this Agreement, the Client must pay to the Agency an additional amount equal to the GST at the same time the Fees are due.
6.2 Tax Invoices
The Agency will issue tax invoices that comply with the GST Act.
6.3 Reimbursements
If the Client must reimburse or indemnify the Agency for any cost or expense, the reimbursement must exclude any amount for which the Agency is entitled to claim an input tax credit.
7. Warranties
7.1 Agency Warranties
The Agency warrants that it will:
(a) provide the Services with reasonable care, skill and diligence;
(b) comply with applicable laws; and
(c) deliver the Services in accordance with industry practice.
7.2 Client Warranties
The Client warrants that all information, materials, instructions and data provided to the Agency are complete, accurate and lawful.
7.3 Exclusions
The Agency does not warrant:
(a) that any specific marketing, SEO, advertising or revenue outcomes will be achieved;
(b) that third-party platforms (including HubSpot, Google, Meta, LinkedIn) will operate without error or interruption;
(c) uninterrupted access to data, integrations or reporting;
(d) the suitability of Deliverables for any purpose not described in the Order or SOW.
8. Disclaimers
8.1 Marketing Results Not Guaranteed
Marketing performance depends on numerous external factors, including the Client’s sales processes, market conditions, competition, budgets, algorithms and seasonality. The Agency is not responsible for outcomes beyond its control.
8.2 Third-Party Platform Limitations
The Agency is not responsible for unavailability, changes, limitations, pricing changes, policy changes, outages, data loss or errors caused by third-party platforms, including HubSpot, Google, Meta, LinkedIn, or any integrations or APIs.
8.3 Website and Hosting Limitations
Where websites are built on HubSpot CMS: 
(a) hosting, uptime, caching, page-speed, backups and security are provided by HubSpot;
(b) the Agency is not responsible for any HubSpot platform behaviour;
(c) Client must maintain their HubSpot subscription for the website to function.
8.4 Professional Judgment
The Client acknowledges that the Services involve professional judgment and may rely on assumptions based on information provided by the Client.
9. Website Development & HubSpot CMS Projects
9.1 Two-Phase Model
Website projects may be delivered in two phases:
Phase 1 — Design & Copywriting
 • Fixed Fee payable upfront.
 • Deliverables include design concepts, brand application and content drafting.
Phase 2 — Development
 • Fixed Fee determined after Phase 1 approval.
 • Final Fee depends on approved design and technical requirements.
 • Payable upfront before development commences.
9.2 Approvals
(a) The Client must review and approve Phase 1 deliverables before Phase 2 commences.
(b) Once approved, any changes are Out-of-Scope.
(c) Changes requested after going live are Out-of-Scope.
9.3 Staging & Training
The Agency will provide:
(a) access to a HubSpot CMS staging environment;
(b) one training session for CMS usage and content population.
9.4 Final Review Period
(a) Once the staging site is delivered, the Client has seven (7) days to request revisions.
(b) Revisions within scope are included.
(c) If no feedback is received within 7 days, Deliverables are deemed approved.
(d) Post-approval changes are Out-of-Scope.
9.5 Bug Fixes
(a) The Agency will remedy technical bugs reported within 14 days of launch.
(b) Bugs caused by HubSpot, third-party tools, Client modifications or content changes are excluded.
9.6 Exclusions
Website Fees exclude:
(a) copywriting unless expressly included;
(b) stock photography, video or licensing;
(c) image manipulation beyond basic cropping/resizing;
(d) integrations, APIs, middleware and automation not specified;
(e) hosting outside HubSpot CMS;
(f) third-party platform fees.
9.7 HubSpot CMS Hosting
(a) HubSpot provides hosting, uptime, backups and security.
(b) The Agency has no responsibility for these services.
(c) The Client must maintain an active HubSpot CMS subscription.
9.8 SEO & AEO/LLMO Disclaimer
The Agency does not guarantee SEO, Answer Engine Optimisation (AEO), or LLM Optimisation (LLMO) performance.
9.9 Attribution
Unless otherwise agreed in writing, the Agency may place a discrete “Website by Content Chemistry” or “Marketing by Content Chemistry” attribution in the footer.
10. Intellectual Property
10.1 Ownership of Deliverables
Upon full payment of all Fees, the Client owns the Deliverables created specifically for them, excluding Agency Background IP.
10.2 Agency Background IP
Agency Background IP includes methodologies, frameworks, templates, tools, code libraries, scripts, processes, training materials and systems created or owned by the Agency. The Client receives a non-exclusive, non-transferable licence to use Agency Background IP solely as incorporated into the Deliverables.
10.3 Portfolio Use
The Agency may display non-confidential Deliverables in portfolios, proposals and case studies unless the Client objects in writing.
10.4 Moral Rights
Where permitted by law, contributors to Deliverables consent to reasonable modifications by the Agency or the Client.
11. Indemnity
11.1 Client Indemnity
The Client indemnifies the Agency against all Losses arising from: 
(a) the Client’s breach of this Agreement;
(b) unlawful, negligent or improper use of the Services;
(c) content, data or materials supplied by the Client;
(d) claims by third parties relating to the Client’s business, marketing or products;
(e) violations of privacy, confidentiality or intellectual property rights caused by the Client.
This indemnity survives termination.
11.2 Agency Indemnity
The Agency indemnifies the Client against Losses arising from the Agency’s breach of confidentiality or infringement of third-party IP rights, except where caused by Client materials or instructions.
12. Liability
12.1 Exclusions
Neither party is liable for indirect, consequential, special or punitive loss, including loss of revenue, profit, opportunity, data, savings or business interruption.
12.2 Proportionate Liability
Each party’s liability is reduced to the extent the other party contributed to the loss.
12.3 Duty to Mitigate
Each party must take reasonable steps to mitigate any loss arising under this Agreement.
12.4 Client Liability
The Client’s liability is not subject to a financial cap.
12.5 Agency Liability
The Agency’s total liability for all claims is limited to the Fees paid by the Client in the 12 months prior to the event giving rise to the claim.
If the Agreement has operated for fewer than 12 months, the cap is the amount paid during that shorter period.
12.6 Third-Party Platforms
The Agency is not liable for:
(a) HubSpot outages, alterations or limitations;
(b) ad platform changes or algorithm updates;
(c) API failures;
(d) DNS or hosting issues owned by third parties;
(e) Client security failures or data breaches.
12.7 Non-Excludable Rights
Nothing in this Agreement excludes rights under the Australian Consumer Law that cannot be excluded.
13. Confidentiality
13.1 Obligations
Each party must keep Confidential Information strictly confidential and use it only to perform or receive the Services.
13.2 Permitted Disclosures
Disclosure is permitted only: 
(a) to personnel bound by confidentiality obligations;
(b) where required by law;
(c) with written consent.
13.3 Safeguards
The receiving party must use reasonable technical and organisational measures to protect Confidential Information.
13.4 Exceptions
Confidential Information does not include information that: 
(a) becomes public other than through breach;
(b) was previously known without restriction;
(c) is independently developed;
(d) is lawfully obtained from a third party.
13.5 Return or Destruction
Upon request, Confidential Information must be returned or destroyed, except where retention is legally required.
13.6 Survival
Confidentiality obligations survive termination.
14. Privacy
14.1 Compliance
Each party must comply with the Privacy Act 1988 (Cth) and all applicable privacy laws.
14.2 Client Responsibilities
The Client is responsible for: 
(a) accuracy and legality of all data provided;
(b) obtaining consents required for personal data;
(c) ensuring that its Customer Data complies with privacy laws.
14.3 Agency Use of Personal Information
The Agency may use Personal Information for: 
(a) performing the Services;
(b) administration and communication;
(c) improving service delivery;
(d) complying with legal obligations.
14.4 Third-Party Tools
Where third-party software is used, the Client acknowledges that such tools may store or process Personal Information.
14.5 Data Security
The Agency will take reasonable steps to secure Personal Information but cannot guarantee absolute security of electronic systems.
15. Non-Disparagement
15.1 Mutual Non-Disparagement
Neither party may make any public statement (including online reviews, social media posts or public commentary) that is false, misleading or disparaging about the other party, except where required by law.
15.2 Regulatory Rights
Nothing in this clause prevents a party from making a genuine complaint to a regulator or exercising legal rights.
15.3 Survival
This clause survives termination.
16. Force Majeure
16.1 Force Majeure Event
A party is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, cyber incidents, outages, labour shortages, third-party platform failures or government action.
16.2 Obligation to Resume Performance
The affected party must use reasonable efforts to resume performance as soon as practicable.
17. Termination
17.1 Termination for Cause — By Agency
The Agency may terminate this Agreement immediately by written notice if: 
(a) the Client commits a material breach and fails to remedy it within fourteen (14) days of receiving written notice;
(b) the Client commits any repeated or persistent breach of this Agreement
(c) the Client becomes insolvent or is unable to pay its debts as they fall due; or
(d) the Client fails to pay any Fees within seven (7) days of the due date.
17.2 Termination for Cause — By Client
The Client may terminate this Agreement if the Agency commits a material breach and fails to remedy it within fourteen (14) days of written notice.
17.3 Termination for Convenience — By Client
Subject to any Minimum Term stated in an Order or SOW, the Client may terminate this Agreement for convenience by giving thirty (30) days’ written notice.
17.4 Termination for Convenience — By Agency
The Agency may terminate this Agreement for convenience by giving thirty (30) days’ written notice. The Client may waive part or all of this notice period.
17.5 Effect of Termination
Upon termination:
(a) the Client must pay all Fees and Expenses accrued up to the termination date, whether invoiced or not;
(b) the Agency will issue a final invoice for outstanding Fees;
(c) all unpaid invoices become immediately due;
(d) the Agency will deliver partially completed Deliverables once all outstanding amounts are paid.
17.6 Suspension
If the Client fails to pay any invoice when due, the Agency may suspend the Services without liability until payment is made in full.
17.7 Return of Materials
Each party must return or destroy the other party’s Confidential Information upon request, subject to any legal retention requirements.
17.8 Accrued Rights
Termination does not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination.
17.9 Survival
The following clauses survive termination: Confidentiality, IP, Indemnity, Liability, Non-Disparagement, Privacy, Non-Solicitation, Dispute Resolution and any clause which by its nature is intended to survive.
18. Non-Solicitation
18.1 Non-Solicitation of Personnel
During the Term and for twelve (12) months after termination, the Client must not directly or indirectly solicit, recruit, entice, induce or engage any employee, contractor or representative of the Agency.
18.2 Exception
This clause does not apply to general employment advertising not specifically targeted at the Agency’s personnel.
18.3 Recruitment Fee
If the Client breaches this clause, the Client must pay the Agency a recruitment fee equal to the greater of: 
(a) 30% of the individual’s annualised remuneration; or
(b) AUD $35,000.
18.4 Non-Solicitation of Clients
The Agency must not, during the Term and for twelve (12) months after termination, solicit the Client’s customers for competing services where such solicitation uses Confidential Information of the Client.
18.5 Reasonableness
Each party acknowledges the restrictions in this clause are reasonable and necessary to protect legitimate business interests.
18.6 Survival
This clause survives termination.
19. Dispute Resolution
19.1 Good Faith Negotiation
If a dispute arises, the parties must first attempt to resolve it through good faith negotiations between senior representatives.
19.2 Escalation
If the dispute is not resolved within ten (10) Business Days, the matter must be escalated to the CEOs or equivalent senior executives of each party.
19.3 Mediation
If still unresolved after a further ten (10) Business Days, the parties must attempt mediation administered by the Australian Disputes Centre (ADC) or another mediator agreed in writing.
Costs of mediation are shared equally.
19.4 Litigation Permitted
Either party may seek urgent injunctive or equitable relief at any time.
19.5 Continued Performance
Except where the dispute relates to unpaid Fees, both parties must continue performing the Agreement during the dispute process.
20. General Provisions
20.1 Governing Law
This Agreement is governed by the laws of New South Wales, Australia.
20.2 Jurisdiction
The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.
20.3 Entire Agreement
This Agreement (including all Orders and SOWs) constitutes the entire agreement between the parties and supersedes all prior proposals, understandings or communications.
20.4 Amendments
Any variation must be in writing and signed or approved electronically by both parties.
20.5 Assignment
Neither party may assign or transfer its rights or obligations without the prior written consent of the other party, except that the Agency may assign to an affiliate or in connection with a merger or sale of business.
20.6 Subcontractors
The Agency may use subcontractors. The Agency remains responsible for their performance.
20.7 Relationship of the Parties
The parties are independent contractors. Nothing creates a joint venture, partnership or employment relationship.
20.8 Severability
If a provision is invalid, illegal or unenforceable, it will be read down or severed to the extent necessary without affecting the remaining provisions.
20.9 Waiver
No waiver is effective unless in writing. A failure to exercise a right does not constitute a waiver of that right.
20.10 Notices
Notices must be sent to the email addresses nominated by each party and are deemed received when transmitted unless a delivery failure notification is received.
20.11 Counterparts
This Agreement may be executed electronically and in counterparts, each of which is deemed an original.
20.12 Electronic Acceptance
Digital signatures, email approvals or acceptance via electronic platforms constitute execution of this Agreement.
20.13 Updates to This Agreement
(a) The Agency may update this Agreement from time to time to reflect operational, legal, technical or commercial changes.
(b) If the Agency makes a material change to this Agreement (including changes affecting pricing, billing models, service descriptions, service levels or liability), the Agency will provide the Client with written notice by email or through the Client’s usual communication channel. The notice will include a summary of the material changes.
(c) Unless the Client objects in writing within fourteen (14) days of receiving notice, the updated Agreement will apply from the effective date stated in the notice.
(d) If the Client objects to a material change, the parties will discuss in good faith whether the previous version will continue to apply or whether an Order or SOW should be amended.
(e) Continued use of the Services after the effective date of an update constitutes acceptance of the updated Agreement.
(f) No update will apply retrospectively to work already performed unless mutually agreed.
(g) Updates will not materially reduce the Client’s contractual rights or materially increase the Client’s obligations during a current Minimum Term unless mutually agreed in writing.