Terms and Conditions

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MASTER SERVICES AGREEMENT — TERMS AND CONDITIONS

AuraSearch Pty Ltd (ABN 79 689 198 454).
Websites: https://www.aurasearch.com.au/

Effective Date: July 2026
Version: 2

Important: By engaging the Agency's services — whether through our website checkout, an electronic signup portal, a signed proposal, a custom variation, or written (including email) acceptance — you agree to be bound by this Master Services Agreement ("Agreement"). Please read it carefully before proceeding. Nothing in this Agreement excludes, restricts or modifies any right or remedy you have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, which cannot lawfully be excluded, restricted or modified.

Parties, Definitions and Agreement Application
Electronic Contract Formation
Outbound Sales, Cold Calling and Entire Agreement
Comprehensive Service Pillars
Excluded Services
Fees, Billing Mechanics and Automatic Billing Loops
Payment Failures and Debt Recovery
Cancellation and Recurring Arrears Reconciliation
Client Responsibilities
Content Authorities, Approval Workflows, and Liability
AI Software and Automation
Intellectual Property and Account Retention
Website Ownership and Plugins
Analytics, Tracking, Tag Management and Reporting Ownership
Third-Party Platform Terms, Invalid Traffic and Competitive Research
Privacy and Data
Results Disclaimer
Limitation of Liability
Professional Conduct and Defamation
Termination Rights and Acceleration
Competitors and General Commercial Controls
Governing Law and Jurisdiction
Terms Updates and Amendment Process
Severability

1. PARTIES, DEFINITIONS AND AGREEMENT APPLICATION

1.1 The Agency. In this Agreement, " Agency", " we", " us" and " our" means, collectively and severally, AuraSearch Pty Ltd (ABN 79 689 198 454) and any permitted associated entity involved in the delivery of the Services, together with their respective officers, employees, agents and permitted subcontractors. Any obligation owed to the Agency may be enforced by whichever Agency entity has contracted with, invoiced, or supplied Services to the Client.

1.2 The Client." Client", " you" and " your" means any individual, sole trader, company, partnership, trust, trustee, incorporated or unincorporated association, government body or other entity that engages the Agency's services by any means, including via website checkout, electronic signup portals, signed proposals, statements of work, custom variations, or email acceptance. Where the Client comprises more than one person or entity, each is jointly and severally bound.

1.3 Definitions. In this Agreement, unless the context otherwise requires:

" ACL" means the Australian Consumer Law, being Schedule 2 to the Competition and Consumer Act 2010 (Cth), as applied under Commonwealth, State and Territory law.
" Ad Spend" means amounts payable by the Client directly to third-party advertising platforms for media placement, as distinct from the Agency's management fees.
" Agency IP" has the meaning given in clause 12.2.
" APPs" means the Australian Privacy Principles set out in Schedule 1 to the Privacy Act 1988 (Cth).
" Business Day" means a day other than a Saturday, Sunday or public holiday in Brisbane, Queensland.
" Confidential Information" means information of a party that is by its nature confidential, is designated as confidential, or that the other party knows or ought to know is confidential, including trade data, pricing, business parameters, strategies, methodologies, and access credentials, but excluding information that is or becomes public other than by breach of this Agreement.
" Deliverables" means the client-specific outputs produced by the Agency for the Client under this Agreement, such as website content, pages, articles, ad creative and custom materials.
" GST" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
" Invalid Traffic" means clicks, impressions, conversions or engagement generated by bots, click farms, automated scripts, competitor sabotage, accidental interactions or other non-genuine activity, as identified or defined by the relevant Third-Party Platform.
" Services" means any and all services supplied by the Agency to the Client from time to time, including those described in clause 4, any Statement of Work, any package purchased at checkout, and any variation agreed in writing.
" Statement of Work" or " SOW" means a written and signed (including electronically signed) document describing a specific scope, package, deliverable set, or variation, which incorporates this Agreement by reference.
" Third-Party Platform" means any platform, network, software or service not owned or controlled by the Agency, including Google, Meta, Microsoft, LinkedIn, TikTok, Amazon, Pinterest, Shopify, WP Engine, Wix, Squarespace, Duda, Stripe, Mailchimp, Klaviyo, HubSpot and their respective related products.

1.4 Single Master Agreement. This Agreement is a master framework governing all service pillars, packages, scopes and engagements executed by the Agency for the Client, including website design and development, website maintenance, search engine optimisation (SEO), generative engine optimisation (GEO), paid media management, analytics and tracking, advertising management, digital PR, consulting, email marketing, and any future digital services the Agency may offer. Each SOW, checkout purchase or accepted proposal forms a separate contract incorporating these terms. If there is any inconsistency between this Agreement and a SOW, the SOW prevails to the extent of the inconsistency for that engagement only.

1.5 Interpretation. Headings are for convenience only. "Including" and similar words are not words of limitation. A reference to legislation includes its amendments, replacements and subordinate instruments. A reference to writing includes email and electronic records.

2. ELECTRONIC CONTRACT FORMATION

2.1 Electronic execution. The parties intend and agree that this Agreement may be formed and executed electronically in accordance with the Electronic Transactions (Queensland) Act 2001 (Qld) and the Electronic Transactions Act 1999 (Cth), by way of a two-step digital "click-wrap" acceptance process.

2.2 Two-step signup loop. Contract formation occurs strictly upon the Client completing both of the following steps (the " Digital Signup Loop"):

(a) Step One — Commercial Terms Screen: the Client reviews the service description, pricing, billing frequency and recurring payment obligations displayed on screen, and clicks " Agree and Continue" (or an equivalent affirmative button); and
(b) Step Two — Checkout Acceptance Screen: the Client enters their operational email address, checks the mandatory checkbox containing a hyperlink to these Terms and Conditions, and enters their typed legal signature.

2.3 Binding electronic signature. The Client agrees that the Client's typed name entered at Step Two constitutes the Client's binding electronic signature, and that clicking "Agree and Continue" and checking the acceptance checkbox each constitute conduct communicating acceptance of this Agreement.

2.4 Authority warranty. The person completing the Digital Signup Loop, signing a proposal or SOW, or communicating acceptance by email warrants that they have full legal authority to bind the Client, and, where the Client is a company, that execution is duly authorised.

2.5 Evidence of acceptance. The Client acknowledges and consents to the Agency retaining digital session records, network IP addresses, device metadata, timestamps, checkbox states and typed signature records, and agrees that such records may be produced and relied upon as evidence of contract formation and acceptance in any proceeding.

2.6 Alternative formation. This Agreement is equally binding where the Client accepts a proposal or SOW by wet-ink or electronic signature, confirms acceptance by email, or instructs the Agency to commence work after receiving these terms or a link to them. Commencement of payment or provision of access credentials following receipt of these terms also constitutes acceptance by conduct.

3. OUTBOUND SALES, COLD CALLING AND ENTIRE AGREEMENT

3.1 Entire agreement. This Agreement, together with any applicable SOW, checkout summary or accepted written proposal, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, negotiations, representations and communications, whether verbal or written.

3.2 No reliance on sales representations. To the maximum extent permitted by law, the Client acknowledges and agrees that in entering this Agreement it has not relied on any verbal promises, sales statements, historical performance examples, case studies, projections, forecasts, estimates or unwritten guarantees regarding future outcomes, rankings, traffic, leads, revenue or return on investment, made by any sales representative or other person, except as expressly recorded in writing in this Agreement or a SOW.

3.3 Statutory protections preserved. Nothing in this clause 3 excludes, restricts or modifies: (a) liability for misleading or deceptive conduct or false representations under the ACL to the extent such liability cannot lawfully be excluded; or (b) any cooling-off or unsolicited consumer agreement protections under Part 3-2 Division 2 of the ACL. Where the Agreement qualifies as an unsolicited consumer agreement at law (for example, following unsolicited telemarketing to a consumer within the relevant thresholds), the Agency will honour all mandatory requirements, including the applicable cooling-off period, and the Client may exercise any statutory termination right during that period notwithstanding any other clause of this Agreement.

4. COMPREHENSIVE SERVICE PILLARS

The Agency may supply any one or more of the following service pillars, as identified in the applicable checkout package, proposal or SOW. Descriptions below are inclusive and non-exhaustive.

4.1 Website Services & Performance Fixes. Website design, development, redevelopment, technical work, code corrections, bug fixes, plugin installations and updates, theme configuration, speed and performance optimisation, accessibility improvements, and related technical remediation.

4.2 Hosted Platform Management. Configuration, administration and maintenance of websites across hosted or managed platforms, including WordPress, WP Engine, Shopify, Wix, Squarespace, Duda, or equivalent platforms, subject always to clause 15 (Third-Party Platform Terms).

4.3 SEO & GEO Packages. Search Engine Optimisation (SEO) and Generative Engine Optimisation (GEO) services, including technical audits, on-page and off-page optimisation, keyword and topic research, content strategy, content creation and publishing, internal linking, link building and digital citations, schema and structured data, and initiatives designed to improve visibility within traditional search engines and AI-driven or generative search experiences.

4.4 Digital PR and Ghostwritten Content. Authored articles, thought-leadership and CEO/founder content, press and PR releases, media pitching, and news wire submissions. The Client expressly acknowledges and authorises that such materials may be ghostwritten by the Agency and published under the name, byline, title or likeness of the Client or its nominated representatives, and the Client warrants it holds all necessary consents from those representatives.

4.5 Paid Media Management. Campaign setup, account structuring, strategy, audience research, copywriting, creative development, scheduling, bid and budget optimisation, testing and reporting across paid media platforms, including Meta Ads, Google Ads, Bing/Microsoft Ads, LinkedIn Ads, Pinterest Ads, Amazon Ads, TikTok Ads, ChatGPT/AI-assistant advertising products, chatbot advertising products, and equivalent or successor platforms.

4.6 Analytics, Tracking and Local Digital Assets. Deployment, configuration and event tracking across Google Analytics, Google Tag Manager (GTM), Google Search Console, Microsoft UET, Hotjar and equivalent tools, together with setup and optimisation of Google Business Profiles, Bing Places and comparable local digital assets, subject to the ownership rules in clause 14.

4.7 Email Marketing. Email campaign strategy, design, build and deployment, CRM integrations, list segmentation, and marketing automations on Mailchimp, Klaviyo, HubSpot or equivalent platforms. The Client remains responsible for lawful list acquisition and consent under the Spam Act 2003 (Cth).

4.8 Consulting and Future Services. Digital strategy consulting, advisory services, and any additional or future digital services the Agency offers from time to time, which will be governed by this Agreement unless otherwise agreed in writing.

5. EXCLUDED SERVICES

5.1 Unless expressly included in a signed written Statement of Work, the Agency does not provide:

(a) organic (non-paid) social media posting, content calendars, or channel grid/feed planning; or
(b) community management of any kind, including monitoring brand profiles, replying to comments or direct messages, moderating user content, or managing customer support through social channels.

5.2 Any request for excluded services must be separately scoped, priced and agreed in a signed SOW before any obligation arises.

6. FEES, BILLING MECHANICS AND AUTOMATIC BILLING LOOPS

6.1 Website Projects (Fixed Fee).

(a) Website design and development projects are supplied on a fixed-fee basis as stated at checkout or in the SOW.
(b) A 50% deposit is payable before commencement. The deposit secures project scheduling, resource allocation and commencement work, and is non-refundable except to the extent required by the ACL (including where the Agency fails to comply with a consumer guarantee) or other applicable law.
(c) The remaining 50% balance is payable in full before live launch, site migration, or handover of credentials, files or administrative access, whichever occurs first.
(d) Delays caused by the Client (including delays in providing content, approvals, feedback or access) extend delivery timelines but do not defer or suspend the Client's payment obligations under this clause.

6.2 SEO / GEO Packages (Monthly in Advance). SEO and GEO packages are billed on a recurring monthly cycle, strictly in advance. The first monthly payment is collected at checkout, and the subscription renews automatically every 30 days on the corresponding cycle date until cancelled in accordance with clause 8.

6.3 Paid Media Management (Setup Fee + Weekly in Arrears). Paid media management requires an upfront Setup Fee collected at checkout. Ongoing management fees are billed on a recurring weekly cycle, processed seven (7) days in arrears(that is, each weekly debit pays for the management week just completed).

6.4 Automatic billing commencement. All recurring billing loops commence automatically upon contract execution under clause 2 and run independently of Client-side readiness. For the avoidance of doubt, billing does not pause, and cycle dates do not shift, because the Client has delayed providing access credentials, content inputs, brand assets, approvals or other dependencies. The Agency will use reasonable endeavours to progress all work not dependent on the outstanding Client inputs during any such delay. If a Client-caused delay prevents the Agency from performing the substantial majority of the Services for more than 30 consecutive days, the Agency will notify the Client and the parties will agree either to pause billing until the blocker is resolved, or to a revised scope for the interim period, acting reasonably.

6.5 Advertising Spend. All Ad Spend is payable by the Client directly to the relevant advertising platforms using the Client's own payment method lodged with those platforms. The Agency manages campaign activity but does not fund, collect, hold or act as trustee of Client advertising budgets and is not responsible for platform billing, platform credit decisions, or Ad Spend charges, except to the extent caused by the Agency's negligence or breach of this Agreement. Responsibility for Ad Spend affected by Invalid Traffic is dealt with in clause 15.4.

6.6 Price Changes. The Agency may adjust recurring fees for ongoing Services where the Agency provides the Client with reasonable written notice of the proposed fee adjustment (ordinarily not less than 30 days before the change takes effect).
Where a proposed fee adjustment increases the Client’s recurring fees, the Agency will communicate the proposed change to the Client, including by telephone discussion where appropriate, provided that any agreement reached verbally will be confirmed by written notice (including email) setting out the updated fee and the effective date.
The Client’s continued receipt of Services after the effective date of a notified fee adjustment will constitute acceptance of the updated fees, unless the Client has notified the Agency in writing before that date that it does not accept the adjustment.
If the Client does not accept a proposed fee adjustment, either party may terminate the affected ongoing Services in accordance with the cancellation process under clause 8, with the existing fees continuing to apply during the applicable notice period.

7. PAYMENT FAILURES AND DEBT RECOVERY

7.1 Payment processing. Automated debits are processed via Stripe or an equivalent PCI-compliant payment provider. The Client authorises the Agency and its payment provider to debit the nominated card or account for all fees due under this Agreement, including retry attempts.

7.2 Failed payments. If a scheduled debit fails, the payment provider will automatically retry the payment and the Client will receive payment failure notifications. The Client must promptly update its payment method and remedy the arrears.

7.3 Continuation and suspension. The Agency may, at its discretion, continue performing Services during brief or isolated payment faults. However, if a default persists beyond a reasonable remediation window (ordinarily seven (7) days from first failure notification), the Agency reserves the right, acting reasonably and on notice to the Client, to:

(a) suspend some or all Services;
(b) restrict or withhold access to work product, environments or Deliverables not yet paid for;
(c) pause campaign workflows and scheduled publications; and/or
(d) disable or remove Agency-controlled tracking systems and Agency-owned infrastructure (clause 14.2).

7.4 Suspension does not cancel debt. Suspension of Services does not terminate this Agreement and does not cancel, reduce or suspend the Client's accrued and accruing payment obligations, including recurring fees during the suspension period where the Agency remains ready, willing and able to perform.

7.5 Recovery costs. The Client must pay the Agency's reasonable costs of recovering overdue amounts, including debt collection agency commissions, filing fees, and legal costs calculated on a full solicitor-and-own-client (indemnity) basis, to the extent such costs are reasonably incurred and permitted by law.

7.6 Interest. The Agency may charge interest on overdue amounts at the rate prescribed for judgment debts in Queensland from time to time, calculated daily from the due date until payment.

8. CANCELLATION AND RECURRING ARREARS RECONCILIATION

8.1 Notice requirement. Recurring services (including SEO/GEO packages and paid media management) may be cancelled by the Client at any time by giving 30 days' written notice by email to the Agency's nominated address. The notice period commences on the Business Day the email is received.

8.2 Billing through the notice period. Billing continues in the ordinary course throughout the 30-day notice period, and the Agency will continue to perform the Services during that period unless the parties agree otherwise in writing.

8.3 SEO/GEO (monthly in advance). Because SEO/GEO fees are collected in advance, any monthly debit falling due within the notice period will be processed as normal. No pro-rata refunds are given for partial months, except as required by the ACL or other applicable law.

8.4 Paid media (weekly in arrears) — arrears reconciliation. Because paid media management fees are collected seven (7) days in arrears, the Client expressly acknowledges and agrees that approximately four (4) additional weekly direct debits will ordinarily be processed after cancellation notice is given. These debits are not new charges; they clear the existing arrears gap for management work already performed and fund the management work performed during the 30-day notice period.

8.5 Offboarding and Platform Ad Spend.
(a) Client Direct Billing: The Client acknowledges that ad spend is billed directly by third-party platforms (e.g., Google, Meta) to the Client's own payment details. The Client remains exclusively responsible for all third-party ad spend at all times.
(b) Campaign Status Choice at Offboarding: Upon receipt of a cancellation notice, the Agency will attempt to contact the Client to confirm whether the Client wishes for active campaigns to be paused or left running upon the expiry of the 30-day notice period.
(c) Default Status on Silence: If the Client does not provide explicit written instructions regarding campaign status prior to the end of the notice period, the Agency will leave campaigns running in their existing state to prevent disruption to the Client's business, and management access will be handed over.
(d) Allocation of Liability: The Agency is not liable for any third-party ad spend incurred following the notice period where campaigns were left running in accordance with clause 8.5(c), or where the Client unpauses, alters, or fails to revoke access to its platform accounts after handover.

8.6 Website projects. Fixed-fee website projects may be cancelled by the Client on written notice; however, the deposit is retained in accordance with clause 6.1(b), and the Client must pay for all work performed and third-party costs committed up to the effective date of cancellation. Any completed and paid-for Deliverables will be provided in accordance with clause 12.

9. CLIENT RESPONSIBILITIES

9.1 The Client must, at its own cost and in a timely manner:

(a) provide accurate, complete and current business, product and service information;
(b) provide all access credentials, permissions and account invitations reasonably required (websites, hosting, DNS, analytics, ad accounts, CRMs);
(c) obtain and maintain all legal approvals, regulatory clearances, licences and industry-specific compliance sign-offs applicable to the Client's business and its advertising (including in regulated sectors such as health, finance, legal services and therapeutic goods);
(d) supply only content, imagery, data and materials that the Client owns or is licensed to use, and warrant that Agency use of those materials as contemplated will not infringe any third party's rights;
(e) review Deliverables and reports and promptly notify the Agency of any errors or concerns; and
(f) respond to Agency requests for information, approvals or feedback within a reasonable time.

9.2 Client delays extend delivery timelines by at least the period of the delay but, consistent with clause 6.4, do not automatically pause recurring billing loops.

10. CONTENT AUTHORITIES, APPROVAL WORKFLOWS, AND LIABILITY

10.1 Organic Content & SEO/GEO Approvals.
(a) Initial Approval Phase: Unless otherwise agreed in an SOW, newly created SEO/GEO content will initially be submitted to the Client for review and written approval prior to publication.
(b) Transition to Autonomous Authority: Upon the Client confirming satisfaction with initial outputs, the Client authorises the Agency to autonomously author, edit, and publish SEO/GEO content without mandatory pre-publication sign-off.
(c) Access & Review: The Client retains full administrative access to draft environments, staging sites, and live website CMS platforms to inspect drafts and live content, and agrees to promptly notify the Agency of any required factual corrections.

10.2 Paid Media Copy & Launch Approval (Google & Meta Ads).
(a) Setup Timeline: The standard setup period for new ad campaigns or major creative overhauls is five (5) Business Days from receipt of all required Client assets and brief details, unless a longer timeframe is specified.
(b) Review & Launch Notification: Upon completing campaign setup, the Agency will attempt to notify the Client via telephone, email, or messaging. The client has the option to review the ad copy and creative prior to campaign activation.
(c) Deemed Launch Approval: Because the Client maintains continuous, full administrative access to its advertising accounts (including Google Ads and Meta Business Manager), if the Client does not respond to the Agency's launch notification prior to the scheduled launch date, the Client grants the Agency full authority to set the campaigns to live. Activation of campaigns under this clause constitutes deemed approval of the ad copy and settings by the Client.
(d) Reverting Rights: The Client may instruct the Agency in writing at any time to pause active campaigns or hold future ad launches pending express written sign-off.

10.3 Client Responsibility for Factual Inputs & Offer Claims. As between the parties, the Client assumes ultimate responsibility for the accuracy of its business details, promotional pricing, product/service performance claims, regulatory compliance of offers, and the intellectual property rights in assets directly supplied by the Client. The Agency is entitled to rely on the truth and accuracy of all briefs, information, and instructions supplied by the Client.

10.4 Allocation of Liability & Client Indemnity.
(a) Client Indemnity: The Client indemnifies the Agency (and its officers, employees, and contractors) against all liabilities, losses, damages, costs, and expenses (including reasonable legal costs) arising from any regulatory action, third-party claim, or proceeding for defamation, copyright or trademark infringement, privacy breach, or misleading and deceptive conduct, to the extent arising out of:
(i) materials, pricing, or product claims directly supplied or approved by the Client;
(ii) content or ad copy formally approved under clauses 10.1(a) or 10.2; or
(iii) ad copy launched under deemed approval pursuant to clause 10.2(c), provided the copy substantially aligns with the Client’s approved brief and factual inputs.
(b) Agency Exclusions: The Client’s indemnity does not apply to the extent that a claim arises from the Agency’s own unprompted drafting errors, independent creative choices that materially diverge from the brief, deliberate infringement, or negligence.

10.5 Takedown Cooperation & Risk Mitigation. Each party must promptly notify the other of any complaint, legal notice, or platform disapproval concerning published content or active ads. The Agency may immediately pause, unpublish, or redact ads or content where reasonably necessary to mitigate legal or regulatory risk, in consultation with the Client where practicable.

11. AI SOFTWARE AND AUTOMATION

11.1 Disclosure. The Client acknowledges and agrees that the Agency uses generative artificial intelligence tools, machine-learning systems and automated workflows, alongside human review and professional judgment, in performing the Services — including for research, drafting, content creation, reporting, analysis, optimisation and quality assurance.

11.2 Proprietary systems. The Agency is under no obligation to disclose its AI providers, models, prompts, internal workflows, automation logic or proprietary systems, all of which constitute Agency Confidential Information and Agency IP.

11.3 No error-free guarantee. While the Agency applies human oversight and reasonable quality controls, AI-generated outputs are not guaranteed to be entirely error-free, current or complete. This clause does not limit the Agency's obligation to perform the Services with due care and skill under the ACL, and the Agency will correct material errors in Deliverables notified within a reasonable time.

11.4 Client data and AI. The Agency will not use the Client's Confidential Information to train publicly available AI models without the Client's consent, and will handle Client data in accordance with clause 16 (including the overseas disclosure protections in clause 16.5).

12. INTELLECTUAL PROPERTY AND ACCOUNT RETENTION

12.1 Client ownership of Deliverables. Upon payment in full of all fees relating to the applicable Deliverables, the Client owns the copyright in client-specific website content, articles, published pages, ad creative produced specifically for the Client, and other custom Deliverables, and the Agency assigns such copyright to the Client effective upon that payment. Until payment in full, the Agency retains ownership and grants the Client a revocable licence to use the Deliverables solely for review.

12.2 Agency ownership. The Agency retains exclusive ownership of all intellectual property in its SEO/GEO methodologies, strategies, know-how, templates, frameworks, prompt libraries, AI workflows, automation systems, internal processes, reporting frameworks, dashboard architectures, proprietary software, plugins and tools, and all improvements to them, whether or not developed in the course of the Services (" Agency IP"). Nothing in this Agreement assigns any Agency IP to the Client.

12.3 Licence-back. To the extent any Agency IP is embedded in a Deliverable, the Agency grants the Client a non-exclusive, perpetual, royalty-free licence to use that embedded Agency IP solely as part of, and for the ordinary operation of, the Deliverable — excluding proprietary plugins, software and tools dealt with under clause 13.

12.4 Client materials. The Client retains ownership of all materials it supplies and grants the Agency a non-exclusive, royalty-free licence to use, reproduce, adapt and publish them as reasonably required to perform the Services.

13. WEBSITE OWNERSHIP AND PLUGINS

13.1 Hosted platforms. Websites built on hosted or SaaS platforms (Shopify, Wix, Squarespace, Duda, WP Engine, etc.) remain subject to the applicable platform's terms of service, subscription requirements and ownership rules, which the Agency does not control.

13.2 WordPress and self-hosted builds. For WordPress and equivalent self-hosted builds, upon payment in full the Client owns the completed website assets (theme customisations, content, imagery commissioned for the Client, and page structures), subject to any third-party licence terms attaching to commercial themes, stock assets or third-party plugins.

13.3 Agency proprietary tools. Notwithstanding clause 13.2, the Agency retains exclusive ownership of its proprietary plugins, internal tools, scripts and software installed on or connected to the Client's website. Upon termination or expiry of the relevant Services, the Agency may deactivate and remove its proprietary tools and/or cease providing updates, licences and support for them. Where removal would materially affect core site function, the Agency will use reasonable endeavours to notify the Client in advance and identify commercially available alternatives.

14. ANALYTICS, TRACKING, TAG MANAGEMENT AND REPORTING OWNERSHIP

14.1 Client-owned accounts. Accounts and properties that pre-exist the engagement or are created inside the Client's own account structures and provided to the Agency (for example, the Client's Google Analytics property, GTM container, Google Ads account, Meta Business Manager, Search Console property) remain owned by the Client at all times. The Agency receives access solely to perform the Services and does not acquire ownership or any proprietary interest by adding tags, creating events, building audiences or managing campaigns within them.

14.2 Agency-owned infrastructure. New analytics, tracking, measurement or reporting environments created by the Agency remain owned and controlled by the Agency, including: (a) properties built inside Agency master accounts; (b) containers, workspaces or environments created within Agency-controlled structures; (c) tracking architectures, server-side configurations and data pipelines engineered by the Agency; and (d) reporting dashboards and visualisation layers built on Agency systems (" Agency Infrastructure").

14.3 Multi-tenant architecture. The Client acknowledges that Agency Infrastructure is engineered inside shared, multi-client or multi-tenant environments to leverage scale, security and proprietary configurations. Access, structures and configurations within those environments cannot be carved out or transferred without compromising other clients and the Agency's proprietary systems.

14.4 On termination. Upon termination or expiry: (a) Client-owned accounts and the data within them remain with the Client, and the Agency will relinquish its access on request; (b) Agency Infrastructure remains with the Agency, which will revoke the Client's access; and (c) the Agency is not required to transfer internal methodologies, shared account structures, multi-tenant properties or proprietary configurations. On written request made within 30 days of termination and subject to payment of all outstanding fees, the Agency will provide the Client with a reasonable export of the Client's own campaign data and headline reporting figures held in Agency Infrastructure, where export is technically practicable.

14.5 Recommendation. The Agency recommends, and will reasonably assist, the Client to establish key measurement properties inside Client-owned accounts where the Client requires long-term data portability, which may be scoped as an additional service.

15. THIRD-PARTY PLATFORM TERMS, INVALID TRAFFIC AND COMPETITIVE RESEARCH

15.1 The Client acknowledges that the Agency does not own or control Third-Party Platforms and is not responsible for their policies, terms, algorithms, ranking systems, pricing, feature changes, outages, availability, data practices, or account reviews, restrictions and suspensions.

15.2 The Client's use of each Third-Party Platform remains subject to that platform's terms, which apply to the Client directly. The Agency will use reasonable care and skill in operating within platform rules on the Client's behalf but does not warrant any particular platform decision or outcome.

15.3 If a Third-Party Platform suspends or restricts a Client account other than due to the Agency's breach or negligence, the Agency's recurring fees remain payable while the Agency performs available work (including appeals, remediation and redeployment activity), and any inability to deliver platform-dependent activity is dealt with under clause 21.7 (Force Majeure) where applicable.

15.4 Invalid Traffic and Click Fraud.

(a) The Client acknowledges that Invalid Traffic (including bot traffic, click fraud and non-genuine engagement) is an inherent risk of digital advertising ecosystems, is generated by parties outside the Agency's control, and is detected, adjudicated and credited (or not credited) exclusively by the relevant Third-Party Platform under that platform's own invalid-traffic policies.
(b) The Agency will apply reasonable professional practices available within the platforms it manages to mitigate exposure to Invalid Traffic (such as available IP exclusions, placement exclusions, audience refinements and monitoring of anomalous activity), but does not and cannot warrant that campaigns will be free of Invalid Traffic.
(c) As between the parties, and subject to clause 18.1: (i) Ad Spend consumed by Invalid Traffic is a matter between the Client and the relevant platform, and the Client's recourse is to the platform's invalid-traffic credit and dispute processes, with which the Agency will provide reasonable assistance; and (ii) the Agency is not liable for losses arising from Invalid Traffic, platform-side fraud, or a platform's refusal to issue credits, except to the extent caused by the Agency's negligence, breach of this Agreement, or failure to act on identified anomalous activity within a reasonable time.

15.5 Competitive Research, Crawling and Data Collection.

(a) The Client acknowledges that SEO/GEO and competitive research services may involve the automated or manual collection and analysis of publicly available web data (including competitor websites, search results and AI-search outputs) using industry-standard tools and crawlers.
(b) The Agency will conduct such activities using lawful methods and reputable industry tooling, and will not access password-protected systems, circumvent technical access controls, or collect personal information in breach of applicable law.
(c) The Client acknowledges that the terms of use of third-party websites and tools operate between those third parties and the accessing party, that the legal landscape governing web data collection is developing, and that, subject to clause 18.1, the Agency is not liable to the Client for a third party's allegation of terms-of-use breach arising from standard industry research practices, except to the extent the Agency's methods breach applicable law or this Agreement.

16. PRIVACY AND DATA

16.1 Data connections. The Client authorises the Agency to connect the Client's websites, tags, pixels, CRMs and data with advertising platforms, analytics systems, measurement tools and AI-assisted systems as reasonably required to perform the Services.

16.2 Client privacy responsibilities. As the party that determines the purposes of collection from its end users, the Client remains solely responsible for: (a) its privacy policy and collection notices (which should disclose the categories of overseas recipients contemplated by clause 16.5 where required by APP 8 and APP 1) (b) cookie and tracking consent mechanisms on its digital properties; (c) the lawful collection, use and disclosure of personal information of its customers and prospects; and (d) compliance with international privacy regimes applicable to the Client's markets (including, where relevant, the GDPR and comparable laws).

16.3 Agency privacy obligations. The Agency will comply with its applicable obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles in handling personal information in connection with the Services, and will implement reasonable technical and organisational security measures. If the Agency becomes aware of a data breach affecting Client data that is, or is likely to be, an eligible data breach, the Agency will notify the Client without undue delay and in any event within 72 hours of becoming aware of it, and will comply with all mandatory notification obligations under the Privacy Act 1988 (Cth), providing reasonable cooperation with the Client's own assessment and notification obligations.

16.4 Credentials. Each party must keep access credentials secure and must promptly notify the other of any suspected compromise.

16.5 Overseas disclosure (APP 8).

(a) The Client acknowledges and consents to the Agency disclosing data (which may include personal information) to overseas recipients in the ordinary course of performing the Services, including: (i) advertising, analytics and measurement platforms (such as Google, Meta and Microsoft) whose infrastructure is located in the United States and other jurisdictions; (ii) AI and automation service providers; and (iii) the Agency's offshore technical personnel under clause 21.2 — in each case only to the extent reasonably required to perform the Services.
(b) Before disclosing personal information to an overseas recipient, the Agency will take steps that are reasonable in the circumstances, consistent with APP 8.1, to ensure the recipient does not breach the APPs in relation to that information — including using reputable providers, contractual or platform data-protection commitments, access controls and data minimisation.
(c) Where disclosure is made to a Third-Party Platform at the Client's direction or under the Client's own account and platform agreement, that disclosure is made under the Client's relationship with the platform, and the Client is responsible for ensuring its own privacy notices and consents cover it.

17. RESULTS DISCLAIMER

17.1 Digital marketing outcomes are inherently variable. To the maximum extent permitted by law, the Agency does not guarantee, and nothing in this Agreement or any proposal should be read as a guarantee of, any particular search engine ranking or position, AI-search visibility, traffic level, lead volume, conversion rate, cost-per-acquisition, revenue, sales or advertising performance.

17.2 Results depend on factors outside the Agency's control, including market and seasonal conditions, competitor activity, platform algorithm updates and policy changes, website and offer quality, client cooperation and responsiveness, and available budgets.

17.3 This clause does not exclude the Agency's statutory obligations to supply the Services with due care and skill and to ensure they are fit for any purpose the Client makes known, under the ACL.

18. LIMITATION OF LIABILITY

18.1 ACL rights preserved. The Client may have rights under the ACL, including consumer guarantees, that cannot be excluded, restricted or modified. Nothing in this Agreement excludes, restricts or modifies those rights, and this clause 18 applies subject to them.

18.2 Section 64A limitation (services). Where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, and to the fullest extent permitted by section 64A of the ACL, the Agency's liability for failure to comply with a consumer guarantee is limited, at the Agency's election, to:

(a) the supply of the services again; or
(b) the payment of the cost of having the services supplied again.

This limitation does not apply if it is not fair or reasonable for the Agency to rely on it for the purposes of section 64A(3) of the ACL.

18.3 Exclusion of consequential loss. Subject to clauses 18.1 and 18.2, and to the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special or consequential loss or damage, or for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or loss or corruption of data, however arising (including in contract, tort, negligence, statute or otherwise), even if advised of the possibility of such loss.

18.4 Aggregate cap. Subject to clauses 18.1, 18.2 and 18.5, and to the maximum extent permitted by law, the Agency's total aggregate liability to the Client arising out of or in connection with this Agreement (whether in contract, tort, negligence, statute or otherwise) is capped at the total fees actually paid by the Client to the Agency under the applicable SOW or package in the twelve (12) months preceding the event giving rise to the liability.

18.5 Carve-outs. Nothing in this clause 18 limits or excludes liability that cannot be limited or excluded by law, or either party's liability for fraud, wilful misconduct, or the Client's obligation to pay fees properly due.

18.6 Mitigation and proportionate reduction. Each party must take reasonable steps to mitigate its loss. The Agency's liability is reduced proportionately to the extent that the Client's acts, omissions, materials, instructions or breaches caused or contributed to the loss.

19. PROFESSIONAL CONDUCT AND DEFAMATION

19.1 Respectful dealings. The Client must ensure that its personnel treat the Agency's staff and contractors with professional courtesy and must not engage in abusive, threatening, harassing or intimidating conduct.

19.2 Protection of genuine feedback. Nothing in this Agreement prevents, penalises or discourages the Client from: (a) making genuine, honest expressions of opinion about the Agency or its services; (b) leaving honest reviews (positive or negative) based on the Client's actual experience; (c) making constructive complaints in good faith to the Agency, a regulator, an ombudsman or fair trading body; or (d) exercising any right under the ACL. The Agency will not seek costs, damages or content removal in respect of such genuine feedback.

19.3 Defamation and malicious falsehood. The Client must not publish or cause to be published statements about the Agency, its brand, or its workers that are false and legally defamatory, or that constitute malicious falsehood or injurious/trade disparagement. Where — and only where — published material crosses the legal threshold into actionable defamation or malicious trade disparagement causing quantifiable financial harm, the Agency may pursue available legal remedies and recover its reasonable legal costs and solicitor-and-own-client expenses of doing so, to the extent permitted by law and as determined or agreed in the relevant proceeding.

19.4 Concerns notice first. Before commencing any defamation proceeding, the Agency will comply with applicable pre-litigation requirements (including any concerns notice regime under the Defamation Act 2005 (Qld)) and will offer the Client a reasonable opportunity to remove or correct the offending publication.

20. TERMINATION RIGHTS AND ACCELERATION

20.1 Termination or suspension by the Agency for cause. The Agency may suspend the Services or terminate this Agreement (or any SOW) immediately by written notice if the Client:

(a) engages in abusive, threatening or harassing conduct toward Agency staff or contractors (following, in the case of suspension-level conduct, at least one written warning where reasonable);
(b) requests or requires the Agency to implement illegal marketing, deceptive practices, or "black-hat" techniques that breach law or platform policies;
(c) commits a serious or persistent breach of this Agreement that is not remedied within seven (7) days of written notice (or is incapable of remedy); or
(d) defaults on payment obligations and fails to remedy within the period contemplated by clause 7.3.

20.2 Termination by the Client for cause. The Client may terminate this Agreement (or any SOW) immediately by written notice if the Agency commits a serious breach of this Agreement that is not remedied within fourteen (14) days of written notice, without prejudice to the Client's rights under the ACL.

20.3 Consequences and acceleration. Upon termination by the Agency for cause under clause 20.1: (a) all fees for Services rendered up to termination; and (b) the amounts that would have been payable had the Client given 30 days' cancellation notice under clause 8 (representing a genuine pre-estimate of the Agency's committed costs and losses, and not a penalty), become immediately due and payable as a liquidated debt.

20.4 No prejudice. Termination is without prejudice to accrued rights and remedies of either party.

21. COMPETITORS AND GENERAL COMMERCIAL CONTROLS

21.1 No market exclusivity. The Agency does not provide category, industry or geographic exclusivity unless expressly agreed in a signed premium exclusivity rider. The Agency remains free to service the Client's direct competitors, subject always to its confidentiality obligations under clause 21.5.

21.2 Subcontractors. The Agency may perform the Services using its internal employees, independent domestic contractors, and offshore technical personnel, in each case under the Agency's administrative oversight. The Agency remains responsible for the acts and omissions of its subcontractors as if they were its own.

21.3 Marketing rights. The Client grants the Agency a non-exclusive, royalty-free licence to feature the Client's name, logo, public website screenshots and sanitised, non-confidential performance charts within the Agency's marketing channels, case study portfolios and pitch decks. The Client may withdraw this licence prospectively at any time by written notice, and the Agency will cease new uses within a reasonable period.

21.4 Non-solicitation (mutual). During the engagement and for six (6) months after, neither party will directly solicit for employment the other party's personnel with whom it dealt under this Agreement, except via general public advertising.

21.5 Mutual confidentiality. Each party must keep the other's Confidential Information confidential, use it only for the purposes of this Agreement, protect access credentials, and disclose it only to personnel and advisers who need to know it, or as required by law. This obligation survives termination.

21.6 GST. Unless expressly stated otherwise, all amounts are exclusive of GST. Where GST is payable on a taxable supply under this Agreement, the recipient must pay the GST amount in addition, subject to receipt of a valid tax invoice.

21.7 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations for services already rendered) caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil disturbance, government action, utility failures, and third-party network or platform outages (including worldwide or regional outages of Meta, Google, Microsoft or equivalent platforms). During a Force Majeure event affecting a Third-Party Platform, the Agency's recurring billing loop remains active while the Agency performs available non-platform-dependent work; however, if a Force Majeure event prevents substantially all of the Services for more than thirty (30) consecutive days, either party may terminate the affected SOW on written notice and the Client will receive a fair and reasonable adjustment for services paid for but not able to be delivered.

21.8 Assignment. The Agency may assign or novate its rights and obligations under this Agreement to an associated entity or to a successor in connection with a restructure, merger or sale of business, provided the assignee has the capacity to perform and the Client's rights are not materially diminished. The Client may not assign without the Agency's consent, not to be unreasonably withheld.

21.9 Survival. Clauses relating to payment (6–8), intellectual property (12–14), privacy (16), confidentiality (21.5), liability and indemnity (10, 15.4, 15.5, 18), defamation (19), governing law (22) and this clause survive termination or expiry.

21.10 Notices. Notices must be in writing and sent by email to the addresses notified by each party, and are taken to be received on the Business Day sent (if sent before 4:00 pm Brisbane time) or otherwise the next Business Day, absent a bounce-back.

21.11 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, employment or fiduciary relationship.

21.12 Waiver. A failure or delay in exercising a right is not a waiver of it.

22. GOVERNING LAW AND JURISDICTION

22.1 This Agreement is governed by the laws of Queensland, Australia.

22.2 The parties irrevocably submit to the exclusive jurisdiction of the courts located in Brisbane, Queensland(and courts of appeal from them) for the resolution of any legal claim or contractual dispute arising out of or in connection with this Agreement, without limiting any party's right to bring proceedings in a tribunal of competent jurisdiction where that jurisdiction cannot be excluded by agreement.

22.3 Good-faith escalation. Before commencing proceedings (other than urgent injunctive relief or debt recovery), the parties will first attempt to resolve the dispute through good-faith discussions between senior representatives for a period of fourteen (14) days.

23. TERMS UPDATES AND AMENDMENT PROCESS

23.1 General Updates & Compliance Changes. The Agency may update these Terms from time to time to reflect changes in applicable law, platform policies, security practices, or standard operational procedures.

23.2 Notice. For Clients on active recurring plans, updates under clause 23.1 will be published on the Agency’s website, and reasonable advance written notice (ordinarily not less than 30 days) will be provided via email before the updated terms take effect.

23.3 Price and Core Scope Variations (Explicit Opt-In). Notwithstanding clauses 23.1 and 23.2, any proposed variation that increases the Client’s pricing, alters payment terms to the Client's detriment, or materially reduces the core scope of recurring Services will only take effect upon the Client’s affirmative written consent (including confirmation via email).

23.4 Effect of Non-Acceptance for Price/Scope Changes. If the Client does not agree in writing to a variation governed by clause 23.3 prior to the proposed effective date:

(a) the existing terms, scope, and pricing will continue to apply; and
(b) either party may terminate the engagement by providing standard notice in accordance with clause 8, during which time pre-variation terms and pricing will apply.

23.5 Acceptance by Continuation for Minor/Operational Terms. Subject to clause 23.3, a Client’s continued engagement of, and payment for, recurring Services after the notice period constitutes acceptance of updates made under clause 23.1. Updates will not apply retrospectively to work already contracted.

24. SEVERABILITY

24.1 If a court, tribunal or regulator determines that any provision or sub-clause of this Agreement is unfair (including under the unfair contract terms regime in the ACL), void, illegal or unenforceable, that provision or sub-clause is to be read down to the minimum extent necessary to make it fair and enforceable and, if it cannot be read down, is severed to the minimum extent required.

24.2 Severance or reading down of any provision does not affect the validity or enforceability of the remainder of this Agreement, which continues in full force and effect and remains legally binding on the parties.

24.3 The parties acknowledge that the clauses of this Agreement are intended to operate independently, and that each limitation, indemnity qualification and carve-out has been drafted to be transparent, reasonably necessary to protect the Agency's legitimate business interests, and proportionate.

CONTACT

Questions about these terms, cancellation notices and formal notices should be directed to:

AuraSearch Pty Ltd (ABN 79 689 198 454)
Phone: 1300 282 872
Email: contact@aurasearch.ai
Website: www.aurasearch.com.au
Opening Hours: Monday - Friday 7:30am - 4:00pm AEST

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