Client Services Agreement: general terms

Your agreement has four parts: the order details (Schedule 1), these general terms, a description of your package (Schedule 2) and, where relevant, conditions for regulated health providers (Schedule 3) and a direct debit request (Schedule 4). It also includes a plain-English summary. If you have a question about any of it, email [email protected] or call (03) 5292 1025 before you sign.

Contents

1. 1. Definitions and how to read this agreement
2. 2. Starting the agreement
3. 3. The services
4. 4. What we need from you
5. 5. Approvals and publishing
6. 6. How we use artificial intelligence
7. 7. Our delivery commitment
8. 8. Fees, invoices and payment
9. 9. Term and ending the agreement
10. 10. Intellectual property
11. 11. Confidentiality
12. 12. Privacy and data
13. 13. Third-party platforms
14. 14. No guaranteed results
15. 15. Australian Consumer Law
16. 16. Liability
17. 17. Resolving disputes
18. 18. General

1. Definitions and how to read this agreement

1.1 Agreement means the order details (Schedule 1), these general terms and the other schedules. Package means the Marketing Department package named in the order details and described in Schedule 2. Services means the work in the package and any add-ons. Deliverables means the materials we create for you as part of the services. Business day means a weekday that is not a public holiday in Victoria. We, us and Altitude mean Altitude Creative Pty Ltd (ABN 45 667 154 065). You means the client named in the order details.

1.2 If documents conflict, this order applies: the special conditions in the order details, then the rest of the order details, then these general terms, then the other schedules, then any proposal. A proposal describes our approach but does not add obligations unless the order details say so.

1.3 Headings and the plain-English summary are for convenience only. Amounts are in Australian dollars and exclude GST unless stated. Including means including without limitation.

2. Starting the agreement

2.1 This agreement starts when you accept it, by signing it (including electronically) or by accepting it online and paying the setup fee. You confirm that the person accepting is authorised to bind you.

2.2 The monthly fee and the minimum term start on the start date in the order details. If you ask us to move the start date, we'll agree a new date with you in writing (email is enough).

3. The services

3.1 We will provide the package with due care and skill, using appropriately experienced people, and in line with the approvals process in clause 5.

3.2 Package volumes are maximums for each month ("up to"). By agreement we can move capacity between parts of the package as your priorities change. Capacity you don't use rolls over for one month only and can't be exchanged for money.

3.3 You can upgrade your package at any time; the higher fee applies from your next billing date. You can move to a lower package at the end of your minimum term. Add-ons and work outside the package are quoted in writing first and are only done once you accept the quote.

3.4 We may use subcontractors, specialist suppliers and software tools (including artificial intelligence tools) to deliver the services. We remain responsible for their work as if it were our own.

4. What we need from you

4.1 To deliver the services you agree to: (a) give us timely access to the accounts, systems and information we reasonably ask for; (b) nominate a contact person who can make decisions; (c) review and respond to work sent for approval within 3 business days; and (d) tell us promptly about anything that affects the services, such as changes to your offers, prices, opening hours or regulatory position.

4.2 You are responsible for the accuracy of information you give us, and for the claims made about your products and services, including that you can substantiate them. You warrant that materials you supply to us (such as logos, photos, video, testimonials and customer lists) can lawfully be used for the purpose you supply them, and that any contact list you ask us to email was collected with the consent the Spam Act 2003 requires.

4.3 Advertising, analytics, website and software accounts stay in your name and under your control. You give us user access to them; we don't own them. Ad spend and third-party software fees are paid by you directly to the provider and are not part of our fees.

4.4 Where we are waiting on access, information or approval from you, the timelines that depend on it (including the 30-day delivery commitment) are extended by the time we wait. We'll tell you when we're waiting.

5. Approvals and publishing

5.1 We send work for approval by link or email. Each piece includes up to two rounds of revisions. Further rounds, or changes to a brief after work has started, use package capacity or are quoted as extra work.

5.2 Nothing public is published, sent or launched on your behalf until you (or a person you authorise) approve it, unless you have approved it as part of a content plan or calendar. If you don't respond, we hold the work; approval is never assumed. For regulated-health clients, Schedule 3 also applies.

5.3 You can ask us to remove or pause published material at any time and we'll act on it as soon as practicable, and within one business day for anything you tell us is a compliance concern.

6. How we use artificial intelligence

6.1 We use AI tools to help research, draft, produce, monitor and report. A person at Altitude reviews AI-assisted work before it is sent to you for approval.

6.2 We don't enter your confidential information or the personal information of your customers into AI tools that use inputs to train models available to others. We choose tools with appropriate security and data handling terms.

6.3 AI-assisted deliverables are original to you to the extent the law allows, but you acknowledge that similar ideas or phrasing may be produced independently for others.

7. Our delivery commitment

7.1 We aim to have your department live within 30 days of the start date, meaning tracking is verified, your brand knowledge base is built and your first campaign is live.

7.2 If we miss that date for reasons within our control, we will credit 50% of the monthly fee for your second month. This credit is your remedy for the delay itself; it doesn't limit your other rights under this agreement or the law. Time we spend waiting on you (clause 4.4) or on a platform's review or approval does not count.

8. Fees, invoices and payment

8.1 You pay the setup fee when you accept this agreement, and the monthly fee monthly in advance from the start date, in each case plus GST. We issue a tax invoice for every payment.

8.2 Payments are collected by direct debit under Schedule 4 (or by card if we agree), on or after the due date on the invoice. Our payment provider processes your payment details; we don't store your bank or card numbers.

8.3 If a payment fails, we'll tell you and try again. If an amount is still unpaid 14 days after we notify you, we may pause the services by giving you a further 5 business days' written notice, until it is paid. Pausing doesn't extend your minimum term unless we agree.

8.4 We won't increase the monthly fee during your minimum term. After it, we may change the fee by giving you at least 30 days' written notice. If you don't accept the change, you may end this agreement by written notice before it takes effect, without any early-exit fee.

8.5 We only charge expenses (such as stock images, printing or travel outside Victoria) if you approve them in writing first.

8.6 If you dispute an invoice in good faith, tell us within 14 days. We'll work through it with you, and you only need to pay the undisputed part until it is resolved.

9. Term and ending the agreement

9.1 This agreement runs for the minimum term in the order details and then continues month to month until ended under this clause. We will remind you in writing at least 30 days before your minimum term ends.

9.2 After the minimum term, either of us can end this agreement by giving the other at least 30 days' written notice. Notice can be given by email.

9.3 If you end this agreement during the minimum term other than under clause 9.4, 9.5 or 8.4, the monthly fees for the rest of the minimum term remain payable. We'll reduce that amount by any fees we save by not providing the services, and you can ask us to keep delivering the services for the period you're paying for.

9.4 Either of us may end this agreement immediately by written notice if the other: (a) materially breaches it and doesn't fix the breach within 14 days of being asked to; or (b) becomes insolvent, enters administration or liquidation, or stops carrying on business.

9.5 Either of us may end this agreement by written notice if a force majeure event (clause 18.4) prevents performance for more than 30 days.

9.6 When this agreement ends: (a) you pay fees for services provided up to the end date; (b) we return or give you a copy of your materials and the deliverables you've paid for, in a common format, within 10 business days; (c) we remove our access from your accounts and give you any logins we created for you; and (d) each of us returns or deletes the other's confidential information, except where the law requires us to keep it.

10. Intellectual property

10.1 You keep ownership of everything you supply to us. You give us a licence to use it to provide the services.

10.2 Once you have paid for them, you own the deliverables we create specifically for you, including copy, designs, images, video edits, ad creative, pages and reports. We may keep copies for our records.

10.3 We keep ownership of our pre-existing materials and know-how, including our methods, templates, prompts, frameworks, software, tools and anything we develop that is not specific to you. Where any of these are built into a deliverable, we give you a non-exclusive, perpetual, royalty-free licence to use them as part of that deliverable.

10.4 We won't name you as a client, or show your work publicly, without your written permission.

11. Confidentiality

11.1 Each of us will keep the other's confidential information confidential and only use it for this agreement. This doesn't apply to information that is public (other than through a breach), that we already lawfully had, or that must be disclosed by law, in which case the disclosing party will give notice where it lawfully can.

11.2 We may share your confidential information with our subcontractors and suppliers who need it to deliver the services and who are bound by confidentiality obligations at least as strict as these.

12. Privacy and data

12.1 Each of us will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles where they apply. Where we handle personal information for you (for example, enquiries, leads or customer lists), we do so only to provide the services and in line with your reasonable instructions.

12.2 Some of the tools we use store data outside Australia. We choose providers with appropriate security and will tell you which tools hold your customer data if you ask.

12.3 If we become aware of unauthorised access to personal information we hold for you, we'll tell you without undue delay and help you meet your obligations, including under the notifiable data breaches scheme.

12.4 Email and SMS campaigns we send for you will comply with the Spam Act 2003 (Cth), including identifying you as the sender and including a working unsubscribe.

13. Third-party platforms

13.1 The services rely on platforms we don't control, such as Google, Meta, LinkedIn, website hosts and email platforms. Their rules, pricing, features, review processes and outages can change. We'll work within their terms and tell you about changes that matter, but we aren't responsible for a platform's decisions, such as rejecting an ad or suspending an account, unless our breach of this agreement caused it.

14. No guaranteed results

14.1 Marketing outcomes depend on many things outside our control, including your market, competitors, offers, pricing, platforms and how your team handles enquiries. We commit to doing the work in this agreement with due care and skill, but we don't guarantee rankings, mentions in AI answers, traffic, leads, sales or return on investment.

15. Australian Consumer Law

15.1 Nothing in this agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the Competition and Consumer Act 2010 (Cth) or any other law that cannot lawfully be excluded or limited.

15.2 To the extent we are allowed to limit our liability for failing to comply with a consumer guarantee, our liability is limited to supplying the services again or paying the cost of having them supplied again.

16. Liability

16.1 Subject to clause 15, each party's total liability to the other arising out of or in connection with this agreement is limited to the total fees paid and payable under this agreement in the 12 months before the event giving rise to the claim.

16.2 Neither of us is liable to the other for loss of profit, revenue, data or opportunity, or for indirect or consequential loss, arising out of or in connection with this agreement.

16.3 The limits in this clause don't apply to: (a) your obligation to pay fees for services provided; (b) a party's liability for breach of clause 11 (Confidentiality) or clause 12 (Privacy and data); (c) liability for personal injury or death; or (d) liability for fraud or wilful misconduct.

16.4 Each party's liability is reduced to the extent the other party, or its personnel, caused or contributed to the loss.

16.5 Each of us indemnifies the other against third-party claims that material it supplied for use in the services infringes that third party's intellectual property rights or breaches the law.

17. Resolving disputes

17.1 If a dispute arises, the party raising it will give the other written details. Senior people from each side will meet (in person or online) within 10 business days to try to resolve it in good faith.

17.2 If it isn't resolved within 20 business days of the notice, either party may refer it to mediation in Victoria administered by the Resolution Institute, with costs shared equally. Neither party may start court proceedings until mediation has been tried, except to seek urgent relief.

18. General

18.1 Changes. Changes to this agreement must be agreed in writing (email is enough), except fee changes under clause 8.4. We may update our standard terms for new agreements; that doesn't change this agreement unless you agree.

18.2 Notices. Notices may be given by email to the addresses in the order details (or a new address the other party gives in writing). An email is received when it enters the recipient's mail server, unless the sender receives a delivery failure.

18.3 Assignment. Neither of us may transfer this agreement without the other's written consent, which won't be unreasonably withheld.

18.4 Force majeure. Neither of us is liable for delay or failure caused by events beyond our reasonable control (such as natural disasters, pandemics, major platform outages or government action), other than an obligation to pay money already due. The affected party will notify the other and do what it reasonably can to limit the impact.

18.5 Relationship. We are independent contractors. Neither of us can bind the other without written authority.

18.6 Electronic signing. This agreement may be signed and accepted electronically and in counterparts.

18.7 Severability and waiver. If a term is unenforceable, it is read down or severed and the rest continues. A failure to enforce a right is not a waiver of it.

18.8 Entire agreement. This agreement is the entire agreement about its subject matter and replaces earlier proposals, representations and understandings about it.

18.9 Law. This agreement is governed by the laws of Victoria, Australia, and each of us submits to the courts of Victoria and courts that can hear appeals from them.

Altitude Creative Pty Ltd, ABN 45 667 154 065, Geelong, Victoria. Request a proposal or book a strategy call.