1.1 Definitions. In these Terms, unless the context requires otherwise:

1.2 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

1.3 Order of precedence. If there is a conflict, the following order applies (highest first):

2.1 Acceptance. You accept and agree to be bound by this Agreement when you do any of the following:

2.2 Authority. If you accept this Agreement on behalf of a company or other entity, you warrant that you have authority to bind that entity.

3.1 Services are defined by the Order Form. Bownial will provide the Services and Deliverables described in the applicable Order Form. Any service not expressly included is excluded.

3.2 Variable scope. You acknowledge that Bownial offers a range of digital services and that the Services you receive may differ by client and engagement. Bownial retains discretion over the service delivery method, tools, and technical approach, provided the Deliverables meet the agreed description.

3.3 No legal/compliance advice. Unless expressly agreed in writing, Bownial does not provide legal advice, compliance advice, or regulated professional advice (including in relation to privacy, spam/telemarketing, advertising, or industry licensing). You are responsible for obtaining your own advice.

3.4 Subcontracting. Bownial may use employees, contractors, and subcontractors to perform Services. Bownial remains responsible for the Services under this Agreement.

4.1 Inputs and approvals. You must provide all Client Materials, access, approvals, and decisions reasonably required for Bownial to deliver the Services, in a timely manner.

4.2 Delays caused by Client. Any timeframes are estimates only (unless expressly guaranteed in an Order Form). If you delay providing inputs/approvals/access, timelines are automatically extended, and Bownial is not liable for any resulting delay or impact.

4.3 Accuracy and rights. You warrant that:

4.4 Compliance responsibility. You are solely responsible for:

5.1 Acceptance process. Unless an Order Form specifies otherwise:

5.2 Revisions included. Unless an Order Form states otherwise, the Setup Fee includes up to two (2) reasonable revision rounds for the agreed Deliverables. Additional revisions, changes, or new requests are billable.

5.3 Out‑of‑scope work. Any request that is not expressly included in the Order Form (including new pages, new automations, new integrations, significant design changes, copywriting, SEO, or data migration) is out of scope and may be quoted separately or billed at Bownial’s standard rate.

5.4 Change requests must be in writing. Bownial is not required to act on verbal change requests.

6.1 Fees. You must pay all Fees in the amounts and timing stated in the Order Form or invoice.

6.2 Invoice terms. Unless the Order Form states otherwise, invoices are due within 7 days of issue.

6.3 Setup Fee. The Setup Fee is 100% payable on completion unless otherwise stated in the Order Form. For clarity:

6.4 Monthly Fees billed in advance. Unless otherwise stated, Monthly Fees are billed in advance for the upcoming service period. Continued access is conditional on payment.

6.5 No set‑off. You must pay invoices in full without set‑off, withholding, or deduction (except as required by law).

6.6 Interest on overdue amounts. Overdue amounts accrue interest at 10% per annum, calculated daily, from the due date until paid.

6.7 Collection/enforcement costs. You must reimburse Bownial for reasonable costs incurred in recovering overdue amounts, including debt collection fees, legal costs, and enforcement costs on a full indemnity basis where permitted.

6.8 GST. Unless stated otherwise:

6.9 No refunds. All Fees are non‑refundable, except to the extent that a refund is required by non‑excludable rights under the ACL.

6.10 Fee changes for ongoing services. Bownial may change Monthly Fees for an ongoing subscription by giving at least 30 days’ written notice. If you do not agree, your sole remedy is to cancel before the new fees take effect (and your service will continue until the end of your paid period). This clause is intended to be transparent and to protect Bownial’s legitimate interests while preserving your ability to exit.

7.1 Overdue trigger. If an invoice remains unpaid 3 days after it becomes overdue, Bownial may (without liability) suspend any or all Services until all overdue amounts (including interest) are paid.

7.2 Scope of suspension. Suspension may include (without limitation):

7.3 No obligation to preserve operations during suspension. Suspension may cause downtime, loss of functionality, and loss of business opportunities. You acknowledge and accept this risk and agree Bownial is not liable for any resulting loss.

7.4 Reinstatement. Bownial may charge a reasonable reinstatement fee to restore suspended Services and integrations if restoration requires effort (e.g., carrier re‑verification, domain/DNS changes, re‑auth tokens).

7.5 Other risk events. Bownial may suspend Services immediately if:

8.1 Term. This Agreement starts on acceptance and continues until terminated in accordance with this clause.

8.2 Client cancellation (no minimum term). You may cancel ongoing Services by written notice. Cancellation:

8.3 Notice timing. Unless an Order Form states otherwise, you must give cancellation notice at least 7 days before the next renewal date to avoid being billed for the next period.

8.4 Termination for cause by Bownial. Bownial may terminate immediately by notice if:

8.5 Termination for breach with cure (optional). Where Bownial reasonably believes a breach is capable of cure, Bownial may (but is not required to) give you a notice to cure within 7 days. Non‑payment is not required to be treated as curable.

8.6 Effect of termination. On termination or expiry:

8.7 Survival. Clauses relating to Fees owed, IP ownership and restrictions, confidentiality, indemnities, disclaimers, limitation of liability, dispute resolution, and any clause that by its nature should survive, survive termination.

9.1 Bownial retains ownership. As between the parties, Bownial owns and retains all rights, title, and interest in and to:

9.2 Deliverables ownership structure. Unless the Order Form explicitly states an assignment of IP (which Bownial is not offering at this time), Deliverables are provided under licence only.

9.3 Limited licence while paid‑up. Subject to your ongoing compliance and being financially current, Bownial grants you a limited, non‑exclusive, non‑transferable, revocable licence to use the Deliverables and Bownial systems solely for your internal business operations during the active, paid service period.

9.4 Revocation on non‑payment or breach. If you are not financially current, or you breach this Agreement, the licence in clause 9.3 automatically terminates, and Bownial may revoke access and disable Deliverables/systems to protect Bownial’s IP and credit risk.

9.5 No transfer. You may not sell, transfer, sublicense, assign, rent, lease, lend, or otherwise provide any Deliverables or Bownial systems to any third party (including another agency) without Bownial’s prior written consent. No transfer rights are provided under this Agreement.

9.6 No copying/replication. You must not (and must ensure your staff/contractors do not):

9.7 Client Materials remain yours. You retain ownership of your Client Materials. You grant Bownial a limited licence to use Client Materials only as necessary to provide the Services.

9.8 Third‑party components. Deliverables may include third‑party components subject to their own licences/terms. You agree to comply with those terms, and Bownial does not grant rights beyond what those third parties permit.

10.1 Third Party Services. Some Services depend on Third Party Services. You acknowledge Third Party Services may change, fail, suspend, or limit access, and Bownial is not responsible for outages or disruptions caused by Third Party Services.

10.2 Account ownership. Unless an Order Form states otherwise:

10.3 Data export on termination. If you request it in writing and you are fully paid up, Bownial will use reasonable efforts to provide export of Client Data that is reasonably exportable using available platform tools. You acknowledge export limitations may exist depending on platform capabilities and third‑party restrictions.

10.4 Fees for assistance. Data export assistance beyond basic export (or where significant manual work is required) may be billed at Bownial’s standard rate.

10.5 No obligation to store indefinitely. Bownial may delete Client Data after termination in accordance with clause 12.4.

11.1 No guarantees of outcomes. Bownial does not guarantee any business result, including leads, enquiries, conversions, revenue, rankings, deliverability, or growth.

11.2 Professional services standard. Where the ACL applies, services are supplied with due care and skill and in accordance with applicable consumer guarantees that cannot be excluded.

11.3 Disclaimers to the fullest extent permitted. To the fullest extent permitted by law, all other warranties, representations, and guarantees are excluded, including implied warranties.

11.4 Third‑party dependency disclaimer. Bownial does not warrant that Third Party Services will be uninterrupted, error‑free, or secure, or that integrations will continue to function if third parties change their systems.

12.1 No consequential loss. To the fullest extent permitted by law, Bownial is not liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of goodwill, loss of data, loss of opportunity, business interruption, or third‑party failures.

12.2 Liability cap. To the fullest extent permitted by law, Bownial’s total aggregate liability to you arising out of or in connection with the Agreement (in contract, tort, statute, or otherwise) is limited to the total Fees you paid to Bownial in the 3 months immediately preceding the event giving rise to the claim.

12.3 ACL limitation (where available). Where the ACL applies and the Services are not of a kind ordinarily acquired for personal/domestic use, Bownial’s liability for failure to comply with a consumer guarantee may be limited (at Bownial’s option) to supplying the services again or paying the cost of having the services supplied again, to the extent permitted by ACL s 64A.

12.4 Non‑excludable rights preserved. Nothing in this Agreement excludes, restricts, or modifies any right or remedy that cannot lawfully be excluded, restricted, or modified under the ACL or other applicable law.

12.5 Mitigation. You must take reasonable steps to mitigate losses and protect your own operations, including maintaining backups where appropriate.

13.1 Client indemnity. You indemnify Bownial from and against all claims, losses, damages, penalties, liabilities, costs, and expenses (including legal costs) arising out of or in connection with:

13.2 Direction and control. Bownial may assume conduct of the defence of any indemnified claim, and you must reasonably cooperate.

14.1 Confidentiality. Each party must keep the other’s Confidential Information confidential and use it only for performing/receiving Services. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, already known, or independently developed.

14.2 Privacy. Bownial will handle Client Data with reasonable care and implement reasonable administrative/technical safeguards appropriate to the engagement. Where Bownial is legally required to comply with the Privacy Act 1988 (Cth), Bownial will comply to the extent applicable.

14.3 Client responsibilities for personal information. You warrant that you have collected and will use personal information and contact data lawfully, with all necessary consents/permissions, and you will provide appropriate privacy notices.

14.4 Data retention and deletion. After termination, Bownial may retain Client Data for a limited period for legal, accounting, and operational purposes, then delete it unless retention is required by law or agreed otherwise in writing.

15.1 Portfolio permission (default). Unless you notify Bownial in writing that the engagement is confidential, you grant Bownial permission to display the Deliverables (e.g., website screenshots/links) and use your business name/logo as a client reference.

15.2 Client opt‑out. You may opt out of clause 15.1 by written notice before Deliverables are published.

16.1 Continuous improvement. Bownial may modify, improve, or update systems, templates, or internal methods to maintain performance, reliability, compliance, and deliverability.

16.2 No obligation to maintain legacy compatibility. Bownial is not required to maintain compatibility with deprecated third‑party features.

17.1 Good faith negotiation. Before commencing proceedings, each party must attempt to resolve disputes in good faith by written notice and management‑level discussion for at least 14 days, unless urgent injunctive relief is needed.

17.2 Mediation (optional but recommended). If not resolved, either party may request mediation in Sydney or online. Each party bears its own costs; mediator fees are shared equally unless otherwise agreed.

17.3 Exclusive jurisdiction and governing law. This Agreement is governed by the laws of New South Wales. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them.

18.1 Force majeure. Neither party is liable for failure/delay caused by events beyond reasonable control (including third‑party outages, carriers, platform downtime, cyber incidents, or natural disasters).

18.2 Notices. Notices must be in writing and sent to the email address in the Order Form (or Schedule 1). Notices are taken received when sent, unless the sender receives an “undeliverable” notice.

18.3 Assignment. You may not assign or transfer this Agreement without Bownial’s prior written consent. Bownial may assign this Agreement to a successor as part of a restructure or sale of the business.

18.4 Entire agreement. This Agreement is the entire agreement between the parties about its subject matter.

18.5 Severability. If a provision is invalid or unenforceable, it is severed and the remainder remains in force.

18.6 Variation. Bownial may update these website Terms from time to time. For existing paid clients, any materially adverse changes will apply only after reasonable notice and will not apply retroactively to an already‑paid service period. This clause is intended to be transparent and reduce risk under unfair contract terms laws.

18.7 Electronic contracting. The parties consent to electronic communications and electronic acceptance/signatures where legally effective.