Marketing Terms & Conditions

Wrasse Industries Pty Ltd | ABN: 11642208704

Version 2.2 | Effective Date: 24/3/26

 These Terms and Conditions ('Agreement') govern the provision of marketing services by Wrasse Industries Pty Ltd. By engaging our services, you agree to be bound by this Agreement.

This Agreement is governed by the laws of Queensland, Australia, and incorporates the Australian Consumer Law (ACL) and the Privacy Act 1988.

1. SERVICES & SCOPE OF WORK

1.1  We will provide digital marketing services as outlined in the proposal. Services may include, but are not limited to: search engine optimisation (SEO), pay-per-click advertising (PPC/SEM), social media management, content marketing, email marketing, web design and development, and related consulting.

1.2  Any work not explicitly detailed in the proposal is considered out of scope and will require a separate written agreement and may attract additional fees.

1.3  We reserve the right to engage qualified subcontractors to fulfil services without diminishing our obligations under this Agreement.

2. NO GUARANTEE OF RESULTS

2.1  You acknowledge that digital marketing outcomes — including search engine rankings, website traffic, leads, conversions, and revenue — cannot be guaranteed. Digital environments are dynamic and influenced by factors entirely outside our control, including:

•          Search engine algorithm updates (Google, Bing, and others)

•          Changes to third-party platform advertising policies (Meta, Google Ads, TikTok, LinkedIn, etc.)

•          Market conditions, competitive landscape, and seasonality

•          The quality, accuracy, and timeliness of materials you provide

•          Technical issues with your own website, hosting, or third-party integrations

2.2  Any projections, forecasts, or examples of past performance shared during the sales process are illustrative only and do not constitute a promise or guarantee of future results.

3. PAYMENT TERMS

3.1  Fees are as detailed in the proposal or invoice. Unless otherwise agreed in writing, payment is due within [14] days of invoice date.

3.2  A non-refundable deposit of 50% of the total project value may be required before commencement of any work.

3.3  For ongoing retainer engagements, fees are invoiced [monthly, retrospectively] and are due within 14 days of invoice date.

3.4  We reserve the right to suspend all services where payment remains outstanding beyond [30] days without a prior written arrangement.

3.5  All fees are in Australian Dollars (AUD).

3.6  Advertising spend (e.g. Google Ads, Meta Ads budgets) is managed on your behalf but is entirely your financial responsibility. Ad spend is separate from our service fees. We are not liable for platform-generated overspend beyond agreed budgets.

4. REFUND POLICY

4.1  Where services have been partially delivered, any refund will be calculated on a pro-rata basis at our discretion, less all costs already incurred including platform setup, ad spend, third-party tool subscriptions, and time invested.

4.2  Nothing in this clause limits any rights you may hold under the Australian Consumer Law.

5. CLIENT RESPONSIBILITIES

5.1  You must provide timely access to all accounts, credentials, brand assets, content approvals, and other materials necessary for us to deliver services. Delays caused by you may impact delivery timelines, for which we accept no liability.

5.2  You are responsible for the accuracy, legality, and ownership of all content and materials you provide. You warrant that such materials do not infringe any third-party intellectual property or other legal rights, and you indemnify us against any claims arising from this.

5.3  You are responsible for ensuring your business, products, services, and advertising comply with all applicable Australian laws, including the Australian Consumer Law, and advertising standards administered by Ad Standards Australia.

5.4  You must promptly notify us of any changes to your business, products, target audience, or strategy that may affect the services we provide.

6. INTELLECTUAL PROPERTY

6.1  Upon receipt of full payment, intellectual property in deliverables created specifically for you transfers to you.

6.2  We retain ownership of all deliverables until payment is received in full. We may remove, disable, or reclaim deliverables in the event of non-payment.

6.3  We retain full ownership of all pre-existing tools, templates, frameworks, code libraries, methodologies, and proprietary processes used in delivery of services, regardless of payment.

6.4  Third-party assets incorporated into deliverables (including stock images, fonts, plugins, and licensed software) remain subject to their respective licence terms. You are responsible for obtaining any licences required for ongoing use.

6.5  We reserve the right to feature completed work in our portfolio and marketing materials unless you request otherwise in writing within 30 days of project completion.

7. THIRD-PARTY PLATFORMS & ADVERTISING

7.1  Many services we provide depend on third-party platforms (Google, Meta, TikTok, LinkedIn, etc.) over which we have no control. We are not responsible for:

•          Account suspensions, bans, restrictions, or closures imposed by third-party platforms

•          Algorithm or policy changes that affect campaign performance or organic reach

•          Platform downtime, technical errors, or data loss

•          Any financial or business losses arising from the above

7.2  Where we manage advertising spend on your behalf, you authorise us to make tactical adjustments to targeting, bidding, and budget allocation within the agreed strategy. Minor platform-driven overspend may occasionally occur; we will notify you promptly where this is anticipated.

7.3  You acknowledge that advertising account access, history, and data created during our engagement belongs to you and should be maintained in accounts you own. We recommend all accounts (Google Ads, Meta Business Manager, etc.) are established in your name.

8. CONFIDENTIALITY

8.1  Both parties agree to hold in strict confidence all non-public information exchanged during this engagement, including business strategy, client data, pricing, campaign data, and proprietary processes ('Confidential Information').

8.2  Neither party will disclose Confidential Information to any third party without prior written consent, except as required by law.

8.3  This obligation continues for two 2 years following termination of this Agreement.

9. LIMITATION OF LIABILITY

9.1  To the maximum extent permitted by law, our total liability for any claim arising under or in connection with this Agreement is limited to the total fees paid by you in the three 3 months immediately preceding the event giving rise to the claim.

9.2  We exclude all liability for:

•          Indirect, consequential, incidental, or punitive damages

•          Loss of profits, revenue, data, or business opportunity

•          Damage to brand reputation or goodwill

•          Actions or decisions made by third-party platforms

9.3  Nothing in this Agreement excludes liability for fraud, gross negligence, death or personal injury, or any liability that cannot lawfully be excluded under Australian law.

10. TERMINATION

10.1  Either party may terminate this Agreement at any time.

10.2  All outstanding fees for work completed or in progress are payable immediately upon termination.

10.3  Clauses relating to payment, intellectual property, confidentiality, limitation of liability, and dispute resolution survive termination.

11. PRIVACY & DATA PROTECTION

11.1  We handle all personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

11.2  Where we handle personal data on your behalf (e.g. customer lists for email marketing), you warrant that all necessary consents have been obtained from data subjects.

11.3  We implement appropriate technical and organisational safeguards to protect data from unauthorised access, loss, or disclosure.

12. AUSTRALIAN CONSUMER LAW

12.1  Our services come with consumer guarantees under the Australian Consumer Law that cannot be excluded. You are entitled to a remedy if our services fail to meet these guarantees.

12.2  To the extent permitted by law, our liability for breach of a consumer guarantee is limited to re-supplying the services or paying the cost of having the services re-supplied.

12.3  Where any clause of this Agreement is inconsistent with the Australian Consumer Law, the ACL prevails to the extent of that inconsistency.

13. DISPUTE RESOLUTION

13.1  Both parties agree to attempt resolution of any dispute through good-faith negotiation before escalating.

13.2  If unresolved within 20 business days of written notice, the parties agree to mediation through a recognised Australian mediation service before commencing legal proceedings.

13.3  This Agreement is governed by the laws of QLD,  Australia. Both parties submit to the exclusive jurisdiction of the courts of QLD. 

14. GENERAL PROVISIONS

14.1  Amendments: We may update these Terms at any time. Continued engagement constitutes acceptance of updated terms.

14.2  Entire Agreement: This Agreement and the SOW constitute the entire agreement between the parties, superseding all prior discussions and representations.

14.3  Severability: If any provision is unenforceable, the remaining provisions remain in full effect.

14.4  Waiver: Failure to enforce a provision is not a waiver of that or any other provision.

14.5  Force Majeure: Neither party is liable for failures caused by circumstances beyond reasonable control, including natural disasters, government actions, or widespread internet outages.

14.6  Relationship of Parties: This Agreement does not create a partnership, joint venture, employment, or agency relationship.