AGENCY TERMS & CONDITIONS

These Terms & Conditions (“Terms”) apply to all services provided by Indi Creative Agency Pty Ltd ABN 36 684 238 177 (“Indi Creative”, “we”, “our” or “us”) to any client (“Client”, “you” or “your”).

By paying an invoice, signing a proposal, approving work, or engaging Indi Creative in any capacity, you agree to these Terms.

Services

We provide digital marketing and creative services including, but not limited to, Google Ads management, SEO, Meta advertising, website development, landing pages, CRM setup, automation systems, consulting, lead generation campaigns, and creative production.

The scope of services will be outlined in your proposal, invoice, onboarding documentation, written communications, or service agreement.

Fees & Billing

All services are billed weekly in advance on a month-to-month basis unless otherwise agreed in writing.

Invoices must be paid by the due date specified on the invoice.

GST applies to all fees where applicable.

Late, failed, or missed payments may result in suspension of services, removal of campaigns, revocation of access, delayed deliverables, or additional recovery fees.

We reserve the right to continue billing until cancellation requirements are satisfied.

Non-Refundable Fees

All setup fees, onboarding fees, implementation fees, strategy fees, consultation fees, creative fees, and related costs are strictly non-refundable once work has commenced.

This includes, but is not limited to:

1. Campaign setup;
2. Tracking implementation;
3. Research and strategy work;
4. Creative production;
5. Landing page creation;
6. CRM and automation setup;
7. Account configuration; and
8. Consulting time.

No refunds will be provided for change of mind, delayed launches, business closure, reduced ad spend, dissatisfaction where services have been performed, or partially used billing periods.

Advertising Spend & Third-Party Costs

Advertising spend, media budgets, domains, hosting, software subscriptions, tracking tools, CRM fees, and third-party platform costs are separate from our management fees unless expressly stated otherwise.

You are solely responsible for these costs.

We are not responsible for outages, suspensions, policy changes, pricing changes, restrictions, or decisions made by third-party providers including Google, Meta, TikTok, hosting providers, CRMs, or software vendors.

Landing Pages, Hosting & Digital Assets

Unless otherwise agreed in writing, all landing pages, funnels, automation systems, tracking systems, and related digital assets created by us remain hosted on our infrastructure, servers, domains, or software environments.

Transfer of assets may incur a transfer fee determined by us.

Until all outstanding invoices and transfer fees are paid in full:

1. No ownership rights transfer to you;
2. Access may be restricted or revoked; and
3. We retain administrative control over systems created by us.

Pausing Services

Clients must provide a minimum of fourteen (14) days written notice to pause services.

Services may only be paused for a maximum of four (4) consecutive weeks unless otherwise approved by us in writing.

Billing may continue during paused periods where hosting, support, reporting, retained resources, management, or active systems remain in place.

Cancellation

A minimum of four (4) weeks written notice is required to cancel services.

You agree to pay all fees due during the cancellation notice period.

Outstanding invoices become immediately payable upon cancellation.

If payment is not received, we reserve the right to:

1. Suspend services;
2. Remove campaigns or hosted assets;
3. Revoke access;
4. Engage debt collection services; and/or
5. Commence legal proceedings.

You agree to pay all recovery costs, collection fees, legal fees, and associated expenses incurred by us.

Client Responsibilities

You agree to provide all necessary access, approvals, materials, information, and permissions required for us to perform the services.

Client delays, lack of communication, delayed approvals, or failure to provide required materials do not pause billing obligations.

You are responsible for ensuring that your business activities, advertising claims, products, services, and content comply with applicable laws and regulations.

Performance & Results

We use commercially reasonable efforts, industry knowledge, and proven strategies when delivering services.

However, marketing performance depends on factors outside of our control and we make no guarantees regarding:

1. Leads;
2. Sales;
3. Revenue;
4. Search rankings;
5. Return on ad spend;
6. Profitability; or
7. Business growth.

Past performance does not guarantee future results.

Platform & External Factors

We are not liable for performance impacts caused by external factors or third-party platforms including:

1. Algorithm updates;
2. Ad account suspensions;
3. Policy changes;
4. Competitor activity;
5. Tracking failures;
6. CRM issues;
7. Hosting outages;
8. Economic conditions; or
9. Changes to advertising platforms.

Intellectual Property

Unless otherwise agreed in writing, all strategies, frameworks, systems, templates, creative assets, copywriting, advertising structures, processes, and materials created by us remain our intellectual property until all outstanding fees are paid in full.

You receive a limited licence to use deliverables for your business purposes only after payment is received in full.

Confidentiality

Both parties agree to keep confidential information private and not disclose sensitive commercial, financial, strategic, or operational information without consent unless required by law.

Content & Recording Permission

By engaging Indi Creative, you acknowledge and agree that we may record, store, analyse, and use communications and materials generated throughout the engagement including phone calls, meetings, screen recordings, emails, messages, strategy sessions, campaign discussions, and general communications (“Client Data”).

You grant us a perpetual, worldwide, royalty-free, transferable licence to use, reproduce, edit, publish, distribute, and display Client Data for:

1. Marketing;
2. Promotional content;
3. Case studies;
4. Social media;
5. Advertising;
6. Internal training; and
7. Business development purposes.

We will take reasonable steps to avoid disclosure of highly sensitive information such as passwords, private financial data, or customer personal information.

If you do not want specific material used publicly, you must notify us in writing before the content is produced or published.

Indemnity

You agree to indemnify and hold harmless Indi Creative Agency Pty Ltd, its directors, employees, contractors, affiliates, and representatives from any claims, liabilities, damages, losses, penalties, legal costs, or expenses arising from:

1. Your business operations;
2. Advertising claims;
3. Breach of laws or regulations;
4. Intellectual property infringement;
5. Products or services sold by you; or
6. Content supplied by you.

Limitation of Liability

To the maximum extent permitted by law, we exclude all liability for indirect, incidental, consequential, or special damages including loss of profits, loss of opportunity, loss of data, business interruption, or reputational damage.

All services are provided on a best-efforts basis and we provide no warranties regarding uninterrupted service, specific outcomes, profitability, or commercial success.

Our maximum liability is limited to the total management fees paid by you in the three (3) months preceding the claim.

Chargebacks & Payment Disputes

You agree not to initiate chargebacks or payment reversals for valid invoices relating to services already delivered or work already commenced.

Where a chargeback or payment dispute is initiated, we reserve the right to immediately suspend all services and recover any associated losses, fees, administrative costs, or legal expenses.

Termination

We may terminate services immediately where:

1. Invoices remain unpaid;
2. You breach these Terms;
3. You engage in unlawful, unethical, abusive, or damaging conduct; or
4. The working relationship becomes unreasonable.

Termination does not waive any outstanding payment obligations.

Changes to these Terms

We may, at any time and at our discretion, vary these Terms by publishing updated terms on our website or otherwise communicating them to you.

Continued engagement with us constitutes acceptance of the updated Terms.

Governing Law

These Terms are governed by the laws of New South Wales, Australia.

Each party irrevocably submits to the exclusive jurisdiction of the courts operating in New South Wales.

Contact

For any questions regarding these Terms, please contact:

Indi Creative Agency Pty Ltd
ABN 36 684 238 177