Terms of Service

Last updated: 12 March 2026

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. Hourly Services are generally intended for consulting, advisory, configuration, training, troubleshooting, audits, experimentation, and ad hoc execution tasks. Ongoing marketing/go-to-market programs, campaign management, outbound, content, SEO/AEO services, paid search/social management, or other demand generation initiatives are typically delivered under a Retainer engagement.

(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 Design & Development 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.

14.6 Information Security and Governance

The Agency maintains internal policies and procedures relating to information security, data handling and retention, and ethical business practices, including an Information Security Policy, Data Handling & Retention Policy, and Modern Slavery & Human Rights Policy.

These policies support the Agency’s operational and compliance framework and may be updated from time to time to reflect evolving legal, regulatory or operational requirements. Copies of relevant policies may be provided to the Client upon reasonable request.

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.

21. Modern Slavery and Ethical Conduct

21.1 Compliance with Laws

The Agency represents and warrants that it complies with all applicable labour, employment and anti-slavery laws in the jurisdictions in which it operates, including the Modern Slavery Act 2018 (Cth) where applicable.

21.2 Prohibition of Forced Labour

The Agency prohibits all forms of forced labour, human trafficking, child labour and exploitative employment practices within its operations.

21.3 Supplier Standards

The Agency requires its contractors and material suppliers to comply with applicable labour laws and to avoid the use of forced labour, human trafficking and child labour in their operations.

21.4 Reporting and Remediation

The Agency maintains an internal reporting process whereby any actual or suspected breach of this clause may be raised confidentially and will be investigated promptly. Where appropriate, the Agency may suspend or terminate engagement with any supplier or contractor found to be in breach.

21.5 Low-Risk Service Profile

The parties acknowledge that the Services provided under this Agreement are professional consulting and digital marketing services performed primarily within Australia and do not involve manufacturing, physical goods supply or operations in high-risk jurisdictions.