Service Agreement

Provider

NexGroup Pty Ltd trading as NetStripes, ABN 66 110 820 552

Client

The person who accepted these terms, under the name stated in the Acceptance Record (including a business or trading name)

Effective

When the Client accepts these terms in accordance with the Acceptance Record

Application

These terms take effect for a Client when that Client accepts them (online signup, email or Quote acceptance) in accordance with the Acceptance Record. Each Engagement is governed by the version of this page in force at that Client's acceptance. Later edits to this page do not rewrite a live Engagement.

Governing law

New South Wales, Australia

Courts

Courts of New South Wales (exclusive jurisdiction)

Time / currency

Sydney time. Australian dollars (AUD). Fees exclusive of GST unless the Acceptance Record states they are GST-inclusive.

This Master Services Agreement, together with each Acceptance Record and each Schedule that applies under clause 2.5, is the contract between the Provider and the Client.

An Engagement is formed when the Client (a) signs up online and accepts these terms (by ticking, or by clear nearby wording on the signup page that they agree to these terms, with a link to this page, above or below the call to action — not buried in a footer), (b) agrees by email — the Provider sends the URL of the published terms plus the relevant commercial facts in a reply email, and the Client accepts that email — or (c) accepts a Quote against these published terms, and the formation rules in clause 3 are met. The checkout record, confirmation email or accepted Quote is the commercial paper (the Acceptance Record).

This agreement is offered as a standard-form small-business contract. The Australian Consumer Law and the unfair contract terms regime prevail over any inconsistent term.

1. Definitions and interpretation

1.1 Definitions

In this agreement, unless the context requires otherwise:

ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth) (the Australian Consumer Law).

Acceptance Record means the commercial paper for an Engagement, being:

1. the online checkout record created when the Client completes checkout on the Provider's website and accepts these terms (by ticking, or by clear nearby wording on the signup page that they agree to these terms, with a link to this page, above or below the call to action). That record must capture the words shown, the URL of this page, and the time;
2. the confirmation email the Provider sends (and the Client accepts) that states the URL of this page and the commercial facts for that Engagement; or
3. a Quote the Client accepts against these published terms (including by email or electronic signature).

The Acceptance Record should identify, so far as reasonably available: the Client's name as given (a business or trading name is enough; a legal name is not required for formation); ABN if the Client gives one (a missing ABN does not void the Engagement); each product or SKU (each a Service line); whether each Service line is monthly or recurring, or one-off; Fees as at the moment of acceptance; Start Date; payment method; and, for each Service line, either "Minimum Term: none" or "Minimum Term: [length]". The checkout record, confirmation email or accepted Quote is the commercial paper. There is no separate paper order. The Minimum Term field should be completed wherever practicable. Failure to duplicate a Minimum Term that was clearly disclosed in a website offer, email proposal or Quote does not invalidate the Engagement. If the Acceptance Record is silent on whether a Service line is monthly or recurring, that line is a one-off under Schedule E.

Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.

Change of Control has the meaning given to "control" in section 50AA of the Corporations Act, and includes any transaction or series of transactions under which a person who did not previously control a party comes to control that party. It covers a share sale and any other change in ownership of the existing Client entity or the existing Provider entity.

Claim means any claim, complaint, demand, proceeding, suit, litigation, action or cause of action, whether in contract, tort (including negligence), under statute or otherwise.

Client means the person who accepted these terms, under the name stated in the Acceptance Record (including a business or trading name given at online checkout, in an email or in a Quote). A legal name and ABN are not required for formation.

Client Materials means materials, content, data, trade marks, logos, copy, images, video, account credentials, briefs and other information the Client or its Representatives supply to the Provider in connection with the Services.

Confidential Information means all information (in any form) relating to a party or to any of its Related Bodies Corporate, customers, clients, suppliers, distributors, joint venture partners or personnel, including:

1. information specifically designated as confidential;
2. information that, by its nature, a reasonable person in the position of the recipient would regard as confidential; and
3. information relating to agreements, terms of trade, customers, clients, suppliers, personnel, technologies, products, services, proposals, market opportunities, plans, pricing, financial position or performance, operations, processes or Intellectual Property Rights,

and includes any note, calculation, conclusion, summary or other material derived or produced partly or wholly from that information. It does not include information that clause 8.4 excludes.

Corporations Act means the Corporations Act 2001 (Cth).

Cyber Security Incident means any actual or suspected unauthorised access to, interference with, compromise of, alteration of, disclosure of, loss of, destruction of, or inability to access, a website, system, account, network, software or data, including hacking, malware, ransomware, phishing, credential compromise, denial-of-service attack, malicious code, a security vulnerability or another cyber security event.

Default Rate means interest at 8% per annum, calculated daily on a 365-day year, on overdue undisputed amounts only. It is not a fee for Services.

Deliverables means documents, copy, designs, websites, campaigns, reports, strategy materials and other work product the Provider creates specifically for the Client in the course of an Engagement, but does not include Provider Materials or Third Party Services.

Early End Amount means the amount (if any) payable under Schedule C on a convenience ending during a Minimum Term. Where Schedule C applies, it is the sole convenience-exit charge for the remaining term. It does not apply unless Schedule C applies.

Electronic Transactions Act means the Electronic Transactions Act 2000 (NSW).

End Date means the date on which an Engagement ends in accordance with this agreement.

Engagement means each engagement for the Provider to supply specified Services to the Client, formed in accordance with clause 3.

Fees means the fees for an Engagement determined under clause 5, exclusive of GST unless the Acceptance Record states they are GST-inclusive, and exclusive of media spend unless the Acceptance Record expressly says the Provider will collect media spend.

GST, GST Act, GST Law and Input Tax Credit have the meanings given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

In-Scope Work means the Services described in the Acceptance Record and any Schedule that applies under clause 2.5. It is not limited to website development and online marketing.

Insolvency Event means, in respect of a party:

1. if the party is an individual — the party commits an act of bankruptcy, is declared bankrupt or insolvent, or the party's estate becomes liable to be dealt with under any law relating to bankruptcy or insolvency;
2. if the party is a company — a resolution is passed or a court order is made for the winding up of the party, or an administrator, controller, liquidator or similar official is appointed to the party or to any of its assets; or
3. the party is otherwise unable to pay its debts as and when they fall due,

in each case subject to clause 12.10.

Intellectual Property Rights means all intellectual property rights, whether registered or unregistered, including copyright, trade marks, designs, patents, circuit layouts, moral rights, rights in confidential information, trade secrets, know-how, domain names, and all applications and rights to apply for any of them.

Losses means loss, damage, cost, charge, expense, outgoing, penalty or liability of any kind, including reasonable legal fees.

Minimum Term means a minimum engagement period for a Service line of the length that was clearly disclosed to the Client, before acceptance, in any of:

1. the relevant service or product page on the Provider's website;
2. an email proposal;
3. a Quote; or
4. the Acceptance Record.

The length is the length so disclosed. This agreement does not hard-code a length. Lengths may vary by Service and over time. If the Acceptance Record states a length, that length applies. If the Acceptance Record is silent as to Minimum Term but a website offer, email proposal or Quote clearly stated a length and the Client accepted that offer, that length applies. Failure to duplicate a clearly disclosed Minimum Term on the Acceptance Record does not invalidate the Engagement and does not convert it to month-to-month.

If the Acceptance Record is silent as to Minimum Term and no website offer, email proposal or Quote clearly stated a Minimum Term, there is no Minimum Term for that Service line. If Schedule B applies to that line, it is month-to-month under clause 12.2. If Schedule E applies, it ends under Schedule E and clause 12.3.

"Minimum Term: none" is conclusive. If the Acceptance Record states "Minimum Term: none" for a Service line, that is conclusive for that line. A product page must not override an express none.

Pay-in-6-months or pay-in-12-months on a website package is a payment plan, not a Minimum Term, unless the Acceptance Record says otherwise.

Moral Rights has the meaning given in Part IX of the Copyright Act 1968 (Cth).

Notice Period means the convenience-termination notice period for a Schedule B monthly or recurring Service line (including GrowthOS, SEO, advertising management, social and content, Protect, monthly marketing and WebDone). The default is 40 Business Days (Sydney working days). If the Acceptance Record states a longer period, that longer period applies to that Service line. If a shorter Notice Period was clearly disclosed on the offer the Client accepted (a website offer, an email proposal, a Quote or the Acceptance Record), that shorter period applies to that Service line. Do not apply a hard 40 Business Days that always beats a clearly disclosed shorter period. The Notice Period does not apply to a Growth Diagnostic under Schedule A, or to a one-off Service under Schedule E, unless the Acceptance Record expressly states a Notice Period for that Service line. "Working day" means a Business Day. The Notice Period is reciprocal: the Provider does not have a shorter convenience-termination right than the Client.

Out-of-Scope Rate means the rates published on the Provider's website at the time the Client agrees in writing to the Out-of-Scope Work, or any other rates the parties agree in that writing.

Out-of-Scope Work means work that is not In-Scope Work.

Personal Information has the meaning given in the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth).

Provider means NexGroup Pty Ltd (ABN 66 110 820 552) trading as NetStripes.

Provider Materials means the Provider's pre-existing methodologies, playbooks, templates, software, tools, processes, know-how, training materials, frameworks and other materials (and any improvement to them that is not specific Client content), whether created before or during the Engagement.

Quote means a proposal, scope or quote the Provider issues for an Engagement, including a PDF quote or proposal.

Related Body Corporate has the meaning given in the Corporations Act.

Representatives means a party's officers, employees, contractors, agents and professional advisers.

Sale of Business means a sale, transfer, assignment or other disposal of all or a material part of a party's business or assets to another person, whether or not the purchaser is a different legal entity from that party.

Schedule means a schedule to this agreement that applies to the Engagement under clause 2.5.

Service line means a product or SKU itemised on the Acceptance Record or, if not itemised there, on the Quote or website offer the Client accepted.

Services means the services described in the Acceptance Record and any applicable Schedule.

Start Date means the start date stated in the Acceptance Record, or if none is stated, the date the Client accepts in accordance with clause 3.

Third Party Service means any product, service, software, platform, infrastructure, plugin, theme, integration, API, telecommunications service, cloud service, hosting service, advertising platform, analytics platform or other service supplied, operated or controlled by a third party and used in connection with the Services.

UCT Regime means the unfair contract terms provisions of the ACL.

Website means any website, web application, landing page or other online property in respect of which the Provider supplies Services.

1.2 Interpretation

1. Headings are for convenience only and do not affect interpretation.
2. No rule of construction applies to the disadvantage of a party because that party prepared this agreement.
3. A reference to a statute includes any amendment, consolidation or replacement of it.
4. A person includes an individual, company, partnership, trust and government agency, and that person's successors and permitted assigns.
5. Writing includes email and any other durable electronic record. Writing does not include facsimile.
6. Time is Sydney, New South Wales time. Time is not of the essence except for payment due dates and any deadline the Acceptance Record expressly makes essential.
7. A month is a calendar month.
8. "Including" and similar words are not words of limitation.
9. Words importing a gender include every gender. The singular includes the plural and the other way around.
10. If there is an inconsistency, the following order of precedence applies (the earlier prevailing): (a) the ACL, the UCT Regime and any other law that cannot be excluded; (b) the Acceptance Record; (c) the applicable Schedule; (d) this Master Services Agreement; (e) a Quote that is not reproduced in the Acceptance Record. For the existence and length of a Minimum Term, clause 3.8 applies, including where the Acceptance Record is silent. If the Acceptance Record states "Minimum Term: none", that statement is conclusive for that Service line.
11. Fee lock. For each Engagement the Fees are those shown on the website checkout, in the confirmation email, or in the accepted Quote, at the moment the Client accepts. Later website price changes do not vary a live Engagement unless the Client accepts a new Acceptance Record. GST exclusive unless the Acceptance Record says inclusive. This agreement does not print service prices.
12. ACL and unfair contract terms prevail. This agreement is offered as a standard-form contract and is intended to be used with small businesses. If a term would be unfair under the UCT Regime, that term is to be read down, and if it cannot be read down it is severed, to the minimum extent required for it not to be unfair. The ACL and the UCT Regime prevail over any inconsistent term of this agreement, any Schedule or any Acceptance Record.

2. Engagement

2.1 The Client named in the Acceptance Record engages the Provider, and the Provider accepts that engagement, to supply the Services for each Engagement formed under clause 3.

2.2 This agreement is a master set of terms. These terms apply from the date the Client accepts them (online signup, email or Quote acceptance). Each Engagement is governed by the version of this page in force at that Client's acceptance. Later edits to this page do not rewrite a live Engagement.

2.3 The Provider is an independent contractor. Nothing in this agreement creates an employment, agency, partnership or joint venture relationship. Neither party may bind the other or hold itself out as having authority to do so, except as this agreement expressly allows.

2.4 The engagement is non-exclusive. The Provider may supply services of the same kind to other clients. The Client may engage other suppliers.

2.5 A Schedule applies to an Engagement if the Acceptance Record identifies a product of that type (or otherwise states that the Schedule applies). The Schedules are:

1. Schedule A — Growth Diagnostic (fixed piece of work; no retainer; no Minimum Term) — applies if the product is a Growth Diagnostic;
2. Schedule B — Monthly and Recurring Services (month-to-month; Notice Period as defined; no Minimum Term unless one was clearly disclosed under clause 3.8) — applies only if the Acceptance Record identifies that Service line as monthly or recurring;
3. Schedule C — Minimum Term (applies whenever a Minimum Term was clearly disclosed to the Client before acceptance in a website offer, email proposal, Quote or Acceptance Record, subject to clause 3.8) — this is the Minimum Term schedule;
4. Schedule D — Website Design, Development and WebDone (website revision, acceptance and IP rules live here) — applies if the product is a website design or development Service and/or WebDone;
5. Schedule E — One-Off Services and Add-Ons — applies to one-off Service lines, and to any Service line the Acceptance Record does not identify as monthly or recurring.

2.6 A Growth Diagnostic is a separate Engagement from any later monthly or recurring Service under Schedule B, even if the Diagnostic Fee is later credited under Schedule A. Later retainers are Schedule B monthly services. They are not GrowthOS-only.

2.7 Each party enters this agreement on the basis that the Acceptance Record may be a standard-form small-business contract under the ACL.

3. How an Engagement is formed

3.1 An Engagement is formed when the Client accepts these terms. The Provider has an obligation to supply Services for that Engagement only when the first-payment limb of this clause 3.1, if it applies, is also met:

1. the Client accepts these terms by:
   1. signing up online on the Provider's website and either ticking acceptance of these terms, or proceeding after clear nearby wording on the signup page (above or below the call to action, not buried in a footer) that they agree to these terms, with a link to this page (the online checkout record is then the Acceptance Record, and must capture the words shown, the URL of this page, and the time); or
   2. agreeing by email — the Provider sends the URL of this page plus the relevant commercial facts in a reply email, and the Client accepts that email (email that identifies the sender and indicates an intention to be bound is enough). That confirmation email is then the Acceptance Record; or
   3. accepting a Quote against these published terms (including by email or electronic signature). That Quote is then the Acceptance Record, or is incorporated into it; and
2. if the website offer, email, Quote or Acceptance Record states that a first payment is payable before work starts (a setup fee, month 1, a deposit, or another first invoice), the Provider has received that first payment. If that offer is silent on a first payment before work starts, this limb does not apply and the Provider must not block work on that ground alone.

These terms apply from the date of that acceptance. A Service line that does not meet this clause 3 is not formed. Failure to duplicate a Minimum Term on the Acceptance Record does not of itself prevent formation. A missing ABN, or the use of a business or trading name rather than a legal name, does not of itself prevent formation.

3.2 Acceptance may be given by tick-box, by clear nearby wording on the signup page with a link to this page as described in clause 3.1, by electronic signature, by email, or by accepting a Quote, in accordance with the Electronic Transactions Act. Australian law does not require a tick. No wet-ink original is required. No facsimile is to be used.

3.3 Each Acceptance Record is a separate Engagement. A Diagnostic is one Engagement. A later monthly or recurring Service under Schedule B is a separate Engagement. A one-off under Schedule E is a separate Engagement from a monthly Service under Schedule B. The parties may put more than one SKU on one Acceptance Record only if each SKU is itemised as its own Service line. Itemise a one-off (Schedule E) separately from a monthly or recurring Service (Schedule B). Itemise Google Ads setup separately from Google Ads Management. Itemise Meta Ads setup separately from Meta Ads Management. Itemise WebDone as its own Service line. Do not combine WebDone with a GrowthOS line.

3.4 The Acceptance Record (the confirmation email, online checkout record or accepted Quote) should identify:

1. the Client's name as given. A business or trading name on the Record is enough for formation. A legal name and ABN are not required. Capture an ABN if the Client gives one. A missing ABN does not void the Engagement. The Client is the person who signed up, under the name on the Record. The person who accepts warrants that they have authority to bind that business (including, if it is a trust, that they can bind the trustee);
2. each product or SKU (each Service line), itemised;
3. whether each Service line is monthly or recurring, or one-off. If silent, that line is Schedule E;
4. the Fees as at the date of acceptance, exclusive of GST (unless stated inclusive);
5. the Start Date;
6. the payment method (direct debit, card or EFT); and
7. for each Service line, either "Minimum Term: none" or "Minimum Term: [length]", wherever practicable. If a website offer, email proposal or Quote already stated a length, that length should be copied into the Acceptance Record. Failure to duplicate a clearly disclosed Minimum Term on the Acceptance Record does not invalidate the Engagement and does not convert it to month-to-month. If the Acceptance Record states "Minimum Term: none", that is conclusive for that line.

3.5 Work does not start before formation under clause 3.1. Where clause 3.1 requires a first payment before supply, work also does not start until that first payment is received. Genuine emergency incident work under clause 5.10 is excepted.

3.6 A change to a Provider webpage does not by itself create an Engagement. Acceptance is still required under clause 3.1. Later edits to this page do not rewrite a live Engagement. Later changes to website prices do not vary a live Engagement unless the Client accepts a new Acceptance Record. Website prices apply to new Engagements only.

3.7 Minimum Term on the Acceptance Record. For each Service line, the Acceptance Record should, wherever practicable, state either "Minimum Term: none" or "Minimum Term: [length]". The length (if any) is the length clearly disclosed in the applicable website offer, email proposal, Quote or Acceptance Record. This agreement does not hard-code a length. Lengths may vary by Service and over time.

3.8 When a Minimum Term applies. A Minimum Term is effective where it was clearly disclosed to the Client, before acceptance, in any of:

1. the relevant service or product page on the Provider's website;
2. an email proposal;
3. a Quote; or
4. the Acceptance Record.

If more than one of those sources states a length, the length in the Acceptance Record applies if stated; otherwise the length clearly stated in the Quote, email proposal or website offer that the Client accepted applies.

The Acceptance Record should capture the Minimum Term wherever practicable, but failure to duplicate it there does not invalidate the Engagement and does not convert it to month-to-month if the Client was clearly informed of and accepted that Minimum Term through the website offer, email proposal or Quote.

Schedule C applies whenever a Minimum Term was clearly disclosed as set out in this clause 3.8, except that Schedule C does not apply to Schedule A, and does not apply to a Schedule E line unless a Minimum Term is expressly stated for that one-off line. The Early End Amount and other Minimum Term mechanics in Schedule C apply in that case.

If the Acceptance Record is silent as to Minimum Term and no website offer, email proposal or Quote clearly stated a Minimum Term, that Service line has no Minimum Term. If Schedule B applies to that line, it is month-to-month under clause 12.2. If Schedule E applies, it ends under Schedule E and clause 12.3.

If the Acceptance Record states "Minimum Term: none" for a Service line, that is conclusive for that line. A product page must not override an express none. Schedule C does not apply to that line.

Pay-in-6-months or pay-in-12-months on a website package is a payment plan, not a Minimum Term, unless the Acceptance Record says otherwise.

3.9 Diagnostic, monthly services and one-offs. A Growth Diagnostic under Schedule A has no Minimum Term. A Schedule B monthly or recurring Service line has no Minimum Term unless a Minimum Term was clearly disclosed under clause 3.8. For those Services, "Minimum Term: none" is the usual completed field. If a Schedule B Engagement does have a clearly disclosed Minimum Term, Schedule C applies to that Engagement. If the Acceptance Record states "Minimum Term: none", that is conclusive for that line. A product page does not override an express none. A Schedule E one-off Service line has no Minimum Term unless a Minimum Term is expressly stated for that line.

4. Services and standards

4.1 The Provider must supply the Services:

1. with due care and skill;
2. in a professional and timely manner, having regard to the scope and the Client's dependencies;
3. honestly and diligently; and
4. in accordance with this agreement, the Acceptance Record and applicable law.

4.2 The Provider must not unlawfully discriminate against, sexually harass, or physically or verbally abuse any person in the course of the Services.

4.3 The Client must:

1. give the Provider timely access to accounts, systems, materials, personnel and decisions reasonably required to supply the Services;
2. ensure Client Materials are accurate, lawful and do not infringe any third-party right;
3. obtain all consents needed for the Provider to use Client Materials;
4. keep advertising-platform, hosting, domain and similar accounts in the Client's name, current, and funded as required by those platforms; and
5. not promise, and not ask the Provider to promise, any particular volume of leads, rankings, return on ad spend, revenue, Diagnostic booking volumes or other commercial result.

4.4 No results warranty. The Provider does not guarantee leads, rankings, return on ad spend, conversion rates, Diagnostic booking volumes, or any other particular commercial result. Reviews against Diagnostic goals, if any, are an accountability conversation, not a results warranty.

4.5 Client dependencies and delay. Where the Client fails to provide information, content, materials, approvals, access, credentials, instructions or decisions reasonably required for the Services:

1. the Provider's affected obligations and delivery timeframes are suspended or extended to the extent reasonably attributable to that delay;
2. the Provider is not in breach and is not liable for the resulting delay;
3. Fees for Services already performed, work undertaken and properly incurred costs remain payable; and
4. the Client is not entitled to a refund merely because completion or delivery has been delayed or prevented by the Client's failure to provide the required items.

There is no liquidated delay fee under this agreement. Website homepage and inner-page revision rounds apply only if Schedule D applies.

4.6 Dormancy and reactivation. If the Client has failed to provide required information, content, materials, approvals, access, credentials, instructions or decisions for 90 days despite reasonable reminders, the Provider may place the project, the Engagement, or the affected part, into dormant status. Before recommencing, the Provider may charge a reasonable reactivation fee, agreed or notified in writing before work restarts, to cover the additional work of reopening and restarting. Dormancy does not by itself entitle the Client to a refund. Time in dormancy does not count as Provider delay.

4.7 Named individuals are not guaranteed. The Provider will use personnel with skills reasonably appropriate to the Services.

4.8 Website homepage and inner-page revision rounds are not a general MSA mechanic. They apply only if Schedule D applies.

5. Fees, GST and payment

5.1 The Client must pay the Fees for each Engagement.

5.2 Fee lock. For each Engagement the Fees are those shown on the website checkout, in the confirmation email, or in the accepted Quote, at the moment the Client accepts. If the Acceptance Record states a Fee, that Fee applies. If the Acceptance Record does not state a Fee and the Client accepted via online checkout, the website checkout price as at the moment of acceptance applies. Later website price changes do not vary a live Engagement unless the Client accepts a new Acceptance Record. Website prices apply to new Engagements only. GST is exclusive unless the Acceptance Record says the Fees are GST-inclusive. This agreement does not set, list or lock any dollar amount for a Diagnostic, GrowthOS retainer, WebDone subscription, website build, or out-of-scope hourly rate.

5.3 The Provider will issue tax invoices. Recurring retainer Fees are ordinarily invoiced monthly in advance. Fixed-price Fees are invoiced as the Acceptance Record states.

5.4 Due date. The Client must pay each correctly rendered tax invoice by the due date stipulated on it. If no due date is stipulated, payment is due 14 calendar days after the invoice date. In any case payment is due no later than 14 calendar days after the invoice date unless the Acceptance Record states a longer period.

5.5 Method. Payment must be in Australian dollars by direct debit, card or electronic funds transfer to the account the Provider nominates. Cash and bank cheque are not required and are not the default methods. Direct-debit provider and card-acquirer terms, if used, apply in addition to this agreement.

5.6 Amounts are payable without set-off except for:

1. a credit the Provider has agreed in writing;
2. an amount determined by a court, tribunal or mediator; or
3. a right of set-off, refund or reduction that cannot lawfully be excluded, including under the ACL.

5.7 If the Client fails to pay an undisputed amount on time, the Provider may charge interest on that amount at the Default Rate, from the due date until payment. The Default Rate is interest only; it is not a service price. Before suspending Services for non-payment, the Provider must give at least 7 days' written notice identifying the overdue amount. If a payment is disputed in good faith, the Client must pay the undisputed portion on time and give written reasons; the parties must deal with the dispute under clause 13.

5.8 Out-of-Scope Work is charged at the Out-of-Scope Rate in 15-minute units (four units per hour). Time of up to 15 minutes is one unit. The Out-of-Scope Rate is the rate published on the Provider's website at the time the Client agrees in writing to that work, or any other rate the parties agree in that writing. This agreement does not encode hourly dollar amounts.

5.9 The Provider must not start Out-of-Scope Work unless the Client has agreed in writing first (email is enough), except genuine emergency incident work under clause 5.10. The agreement must identify the work, the applicable published band or agreed rate, and an estimate or cap where reasonably practicable.

5.10 Genuine emergency incident work. If there is a genuine emergency — including a live Cyber Security Incident, a production Website being down, or an advertising account that has been hijacked or locked — the Provider may do up to four hours of reasonably necessary incident work without prior written agreement, and must notify the Client as soon as practicable. Work beyond that requires written agreement under clause 5.9. Emergency work is charged at the Out-of-Scope Rate as at the time the work is done.

5.11 The Provider must keep reasonable records of hourly and Out-of-Scope time and give the Client a copy on reasonable request.

5.12 The Provider may not unilaterally change Fees for a live Engagement. The Provider may propose a Fee change in writing. The change takes effect only if the Client accepts a new Acceptance Record. The Client may end a month-to-month retainer on the Notice Period rather than accept. A change to a public webpage, including a change to website prices, does not bind an existing Client.

5.13 The Client will reimburse reasonable expenses only if the Provider obtains prior written consent (email is enough), provides acceptable documentation, and the amount is reduced by any Input Tax Credit the Provider is entitled to receive. Media spend is not an expense of this kind unless the Acceptance Record says the Provider will collect it.

5.14 GST. Expressions in this clause 5.14 that are used in the GST Law have the same meaning as in the GST Law. Unless the Acceptance Record states that an amount is GST-inclusive, amounts under this agreement are exclusive of GST. If GST is payable on a supply, the recipient must pay the supplier an additional amount equal to the GST, at the same time as the consideration for the supply, subject to receipt of a valid tax invoice. If an adjustment event arises, the parties must make a corresponding adjustment and the supplier must issue an adjustment note. An amount to be reimbursed or indemnified is to be reduced by any Input Tax Credit the payee is entitled to claim.

6. Client advertising accounts

6.1 Unless the Acceptance Record expressly says the Provider will collect media spend:

1. advertising spend sits in the Client's own Google Ads, Meta, LinkedIn or other advertising account;
2. the Client is solely responsible for funding those platforms and for keeping payment methods valid, active and sufficiently funded; and
3. media spend is not a Fee and is not collected by the Provider.

6.2 The Client is solely responsible for ensuring that payment methods connected to advertising platforms remain valid. If an account is suspended, restricted or paused because of failed payments, billing issues, account restrictions or any act or omission of the Client, the Client must rectify the issue promptly.

6.3 The Provider is not liable for delay, interruption, reduction in performance, or Losses (including loss of leads, traffic or revenue) arising from a payment failure, suspension or account issue of the kind in clause 6.2.

6.4 Time spent diagnosing, liaising with platforms, or assisting to resolve a Client billing or account issue may be treated as Out-of-Scope Work if it is not In-Scope Work, but only after written agreement under clause 5.9, except genuine emergency incident work under clause 5.10.

6.5 Impact on campaign performance caused by platform billing, suspension or policy enforcement is not a breach by the Provider.

7. Cyber security and Third Party Services

7.1 Websites, hosting environments, content management systems, plugins, themes, applications, integrations, advertising platforms, analytics platforms and other internet-connected systems are inherently exposed to cyber security risk. No website, system, software, hosting environment or security measure can be guaranteed to be completely secure, uninterrupted or free from vulnerabilities.

7.2 Where technical support, maintenance, backups, updates, monitoring, malware protection or other cyber security measures are included in the Services, the Provider will supply those Services with due care and skill and in accordance with the Acceptance Record. The Provider does not warrant that those Services will prevent, detect or remedy every Cyber Security Incident.

7.3 Responsibility for security is allocated as follows:

1. the Provider is responsible for the security, maintenance, backup, update or protection measures that the Acceptance Record expressly includes in the Services;
2. the Client remains responsible for all matters outside that scope, including the security and conduct of its users, devices, credentials, passwords, access permissions and accounts, and for implementing any security measure or recommendation that requires action by the Client.

7.4 Where the Services include hosting, the Provider facilitates hosting through one or more Third Party Services and does not itself own or control the underlying infrastructure. The Provider will take reasonable care in selecting and managing those Third Party Services. The Provider does not warrant their availability, security, performance or continuity.

7.5 Where backups are included, the Provider will take reasonable care to cause backups at the frequency the Acceptance Record states. Backups may depend on Third Party Services. The Provider does not warrant that all data will be recoverable after a Cyber Security Incident, failure or corruption.

7.6 To the extent permitted by law, and subject to clause 11, the Provider is not liable for Losses arising from a Cyber Security Incident to the extent caused or contributed to by:

1. an act or omission of the Client or a third party;
2. compromised, weak, reused or improperly disclosed credentials;
3. software, plugins, themes, applications, integrations, APIs, hosting infrastructure or other Third Party Services;
4. the Client's failure or delay in implementing a security recommendation reasonably made by the Provider;
5. a modification made by the Client or a third party without the Provider's authorisation;
6. malware, ransomware, denial-of-service attacks, hacking, phishing, credential theft or other malicious activity beyond the Provider's reasonable control; or
7. a vulnerability, defect, interruption, failure or compromise of a Third Party Service.

7.7 If the Provider becomes aware of a Cyber Security Incident affecting systems within the scope of the Services, the Provider will take reasonable steps appropriate to those Services and will notify the Client as soon as reasonably practicable.

7.8 Investigation, recovery, restoration, malware removal or remediation arising from a Cyber Security Incident is Out-of-Scope Work unless the Acceptance Record includes it, and is charged only in accordance with clause 5.

7.9 Nothing in this clause 7 excludes a guarantee or remedy that cannot lawfully be excluded.

8. Confidentiality, privacy and Notifiable Data Breaches

Confidentiality

8.1 Each party (as Disclosee) that receives Confidential Information of the other (as Discloser) must:

1. keep it confidential;
2. use it only to perform this agreement;
3. not disclose it to any third party except as this clause 8 allows;
4. not copy or record it except as reasonably required to perform this agreement; and
5. take reasonable care to protect it.

8.2 The Disclosee may disclose Confidential Information to its Representatives who have a need to know it to perform this agreement, if those Representatives are bound by confidentiality obligations no less protective than this clause. The Disclosee is responsible for those Representatives.

8.3 The Disclosee may disclose Confidential Information if required by law, a court or a regulator, after giving the Discloser as much prior notice as is reasonably practicable (unless legally prohibited) and reasonably assisting the Discloser to seek confidential treatment.

8.4 Clause 8.1 does not apply to information that the Disclosee can show:

1. was independently known to it on a non-confidential basis before disclosure, other than through a breach of confidence;
2. is or becomes public other than through a breach of this agreement;
3. is lawfully received from a third party who is not prohibited from disclosing it; or
4. is independently developed without use of the Discloser's Confidential Information.

8.5 These confidentiality obligations survive for 3 years after the End Date of the last Engagement, and indefinitely for trade secrets.

Privacy and NDB

8.6 Each party must handle Personal Information in connection with this agreement in accordance with the Privacy Act and the Australian Privacy Principles, and with any privacy policy it publishes. This agreement does not assert that any Privacy Act small-business exemption does or does not apply.

8.7 Without limiting clause 8.6, the Provider will:

1. collect, use and disclose Client and end-customer lead data only as reasonably necessary to supply the Services, to manage the relationship, or as the Client instructs or law requires;
2. take reasonable steps to protect Personal Information from misuse, interference, loss, and unauthorised access, modification or disclosure;
3. not use Personal Information for the Provider's unrelated direct marketing without the Client's prior written consent;
4. notify the Client promptly if the Provider becomes aware of an eligible data breach, or a suspected eligible data breach, relating to Personal Information handled in the Engagement, and reasonably cooperate on assessment and any notification required under the Notifiable Data Breaches scheme; and
5. on reasonable request, return or destroy Personal Information the Provider holds solely for the Engagement, subject to legal retention requirements and routine backups.

8.8 The Client warrants that it has a lawful basis, and all required notices and consents, to provide Personal Information (including end-customer and lead data) to the Provider and to authorise the Provider's handling of that information for the Services.

8.9 The Client acknowledges that Third Party Services used in the Services (including Google, Meta, hosting, analytics and automation tools) may store or process information outside Australia. The Provider will take reasonable steps consistent with Australian Privacy Principle 8 in respect of any overseas disclosure it makes.

8.10 Nothing in this agreement limits the statutory tort for serious invasion of privacy, or any other privacy right that cannot be excluded.

8.11 If the Provider uses automated processing in supplying the Services, it will, on reasonable request, give a high-level explanation of the kinds of automated processing used.

9. Intellectual property

9.1 The Client retains all Intellectual Property Rights in Client Materials. The Client grants the Provider a non-exclusive licence to use Client Materials solely to supply the Services and to exercise rights under this agreement (including clause 10).

9.2 The Provider retains all Intellectual Property Rights in Provider Materials. On payment of the Fees for the relevant Deliverable, the Provider grants the Client a perpetual, non-exclusive, non-transferable (except to a purchaser of the relevant Client business), royalty-free licence to use the Provider Materials as embodied in the Deliverables, solely to use those Deliverables for the Client's internal business purposes.

9.3 Subject to clauses 9.1, 9.2 and 9.4, on payment in full of the Fees for a Deliverable, Intellectual Property Rights in that Deliverable vest in the Client. Until payment, those rights remain with the Provider and the Client has a licence to use the Deliverable only as reasonably required to review it.

9.4 Third Party Services and third-party materials remain the property of their owners. The Provider will pass through any licence the third party permits the Provider to pass through. The Client must comply with those licences.

9.5 The Provider must do all things reasonably required (at the Client's cost if unusual) to perfect the Client's title under clause 9.3.

9.6 The Provider must not knowingly infringe third-party Intellectual Property Rights in supplying the Services.

9.7 Moral rights. To the extent the Provider owns Moral Rights in a Deliverable, the Provider consents to the Client dealing with the Deliverable without attributing the Provider, and to the Client modifying the Deliverable, provided the Provider is not named as author of a modified version in a way that is misleading. The Client acknowledges that Moral Rights are personal. A company consent is not a consent from employed or contracted authors. The Provider will use reasonable efforts to obtain corresponding consents from authors it controls.

9.8 Schedule D. Clause 9.3 is the general vesting rule. Schedule D sets the vesting rule for custom website Deliverables (payment in full of the Fees for that website Deliverable, not a first instalment) and the WebDone exception (the platform, framework, theme and hosting are not transferred). Schedule D prevails over this clause 9 on those points.

10. Marketing and case studies

10.1 Grant. By entering the Engagement, the Client agrees the Provider may:

1. identify the Client by name;
2. use the Client's logo and branding;
3. describe the Services supplied;
4. publish objectively verifiable performance results and improvements, including leads, traffic, rankings, conversion metrics, advertising results and similar business performance metrics; and
5. use that material on the Provider's website, proposals, presentations, social media, advertising and other marketing.

10.2 Notice, not approval. The Provider must notify the Client in writing before publication of material that identifies the Client or uses the Client's logo or branding. Publication does not require any further approval. The grant in clause 10.1 is given on entering the Engagement.

10.3 What must not be disclosed. The Provider must not, in any marketing or case study, disclose Confidential Information, Personal Information, or commercially sensitive information beyond the performance information reasonably required for the case study.

10.4 Narrow objection only. The Client may object in writing within 5 Business Days after the notice in clause 10.2, solely on the ground that the proposed publication would:

1. breach a confidentiality obligation;
2. breach applicable law; or
3. create a genuine material commercial sensitivity for the Client.

That right is not a general approval right and not a general veto. An objection must identify the offending part and the ground. If no valid objection is received within that window, the Provider may publish.

10.5 Effect of a valid objection. If the Client gives a valid narrow objection within the window, the Provider will reasonably redact or withhold the offending part and may still publish the remainder.

10.6 Already-published material issued in accordance with this clause 10 need not be recalled from print, search indexes or third-party platforms, except where law requires. This clause 10 survives the End Date.

11. Liability, ACL and unfair contract terms

ACL and consumer guarantees

11.1 Nothing in this agreement excludes, restricts or modifies any right, guarantee, remedy or obligation under the Australian Consumer Law (ACL) or any other law that cannot be excluded, restricted or modified.

11.2 If the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then to the extent the ACL permits, the Provider's liability for a failure to comply with a consumer guarantee in respect of the Services is limited to:

1. resupplying the Services; or
2. paying the cost of having the Services resupplied.

If a limitation under this clause 11.2 is not permitted for a particular supply, it does not apply to that supply.

11.3 If a term of this agreement is unfair under the UCT Regime, it is unenforceable to that extent. The remainder of this agreement continues. The UCT Regime prevails over any inconsistent term.

No results warranty

11.4 Other than the consumer guarantees and any express warranty in an Acceptance Record, the Provider does not warrant that the Services will achieve any particular result, be error-free, uninterrupted or free of vulnerabilities, or that any particular person will perform them.

Liability cap

11.5 Subject to clauses 11.1, 11.2, 11.6 and 11.7, each party's aggregate liability to the other arising out of or in connection with an Engagement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the Fees paid (excluding media spend) for that Engagement in the 3 months immediately before the Claim is notified.

Cyber Security Incident, confidentiality and privacy sit inside this cap. Claims in respect of a Cyber Security Incident, Confidential Information, privacy, Personal Information and the Privacy Act are subject to the cap in this clause 11.5 in the same way as other Claims. They sit outside the cap only to the extent that:

1. liability cannot lawfully be limited (clause 11.1); or
2. one of the express exclusions in clause 11.6 already applies.

11.6 The cap in clause 11.5 does not apply to:

1. liability that cannot lawfully be limited;
2. fraud or wilful misconduct;
3. personal injury or death caused by negligence;
4. the Client's obligation to pay Fees; or
5. a party's liability under clause 11.8 or 11.9 to the extent it arises from that party's fraud or wilful misconduct.

11.7 To the maximum extent permitted by law, the Provider is not liable to the Client for any indirect, incidental, special, exemplary or consequential loss, or for loss of profit, revenue, goodwill, opportunity, data, business or anticipated savings, whether arising in contract, tort (including negligence), under statute or otherwise, and whether or not the Provider was advised of the possibility of that loss. This clause 11.7 applies even if a limited remedy fails of its essential purpose. It is subject only to clause 11.1 (non-excludable ACL and other non-excludable law).

Indemnities

11.8 The Provider indemnifies the Client against Losses the Client suffers arising from a third-party claim that a Deliverable (excluding Client Materials and Third Party Services) infringes that third party's Intellectual Property Rights, except to the extent caused or contributed to by the Client's negligence, wilful misconduct or breach. That liability is subject to the cap in clause 11.5 unless another limb of clause 11.6 applies (including fraud or wilful misconduct).

11.9 The Client indemnifies the Provider against Losses the Provider suffers arising from:

1. a third-party claim that Client Materials infringe that third party's rights;
2. the Client's material breach of this agreement; or
3. the Client's unlawful use of the Services,

except to the extent caused or contributed to by the Provider's negligence, wilful misconduct or breach. This indemnity does not cover the Provider's own negligence in providing the Services or otherwise.

11.10 Each indemnity is a continuing obligation, separate from other obligations, and survives the End Date. A party must take reasonable steps to mitigate Losses the subject of an indemnity.

12. Termination

12.1 This master agreement starts when the Client first accepts these terms for an Engagement and continues until it is terminated. Ending this master agreement ends each live Engagement, subject to clause 12.11. These terms apply from the date of that acceptance. Each Engagement is governed by the version of this page in force at that Client's acceptance. Later edits to this page do not rewrite a live Engagement.

12.2 Convenience — Schedule B monthly and recurring services, no Minimum Term. This clause 12.2 applies only to a Schedule B monthly or recurring Service line, and only where no Minimum Term applies. It does not apply to Schedule A or Schedule E unless the Acceptance Record expressly states a Notice Period for that line. Either party may end a Schedule B Engagement by giving the other written notice of not less than the Notice Period. The default is 40 Business Days. If the Acceptance Record states a longer period, that longer period applies. If a shorter Notice Period was clearly disclosed on the offer the Client accepted (a website offer, an email proposal, a Quote or the Acceptance Record), that shorter period applies to that Service line. The Provider does not have a shorter convenience-termination right than the Client. The Client may cease receiving the Services immediately, or may stop the Provider performing during the Notice Period; Fees for the Notice Period remain payable in full if the Provider was ready, willing and able to perform. The Client may instead end immediately by paying, as a debt due on the End Date, the Fees that would have been payable for the Notice Period (payment in lieu), calculated on the monthly Fees then in force excluding media spend, pro-rated to the Notice Period. A Change of Control, Sale of Business, assignment or new owners of the Client does not shorten the Notice Period, reduce payment in lieu, or end the Engagement. Where a Minimum Term applies, clause 12.4 and Schedule C apply, and the Early End Amount is the sole convenience-exit charge for the remaining term. A separate Notice Period fee (including 40 Business Days) is not payable in addition to the Early End Amount.

12.3 Diagnostic and one-off Services — no 40-Business-Day wind-down. A Growth Diagnostic under Schedule A is not a retainer. It ends on delivery of the Diagnostic report, or earlier as Schedule A provides. A Schedule E one-off Service or add-on ends when the agreed work is completed, or earlier as Schedule E provides. The 40-Business-Day convenience Notice Period does not apply to Schedule A or Schedule E as a retainer wind-down, unless the Acceptance Record expressly states a Notice Period for that line. If the Client ends a Diagnostic or a Schedule E line for convenience before completion, the Provider may invoice for work reasonably performed up to the End Date, capped at the agreed Fee for that line.

12.4 Minimum Term. If a Minimum Term applies under clause 3.8, Schedule C applies. During a Minimum Term the Client may still terminate under clauses 12.5, 12.6, 12.9 and any non-excludable ACL right. Convenience termination during a Minimum Term is dealt with in Schedule C. The Early End Amount is three (3) months' recurring Fees, never more than the remaining Fees to the end of the Minimum Term, excluding media spend. It is the sole convenience-exit charge for the remaining term. A separate 40-Business-Day Notice Period fee (or payment in lieu under clause 12.2) is not payable in addition. If the Client stays on and pays Fees after giving notice and before the End Date, those Fees count toward and reduce the Early End Amount. The Early End Amount is not payable where the Client terminates for the Provider's breach, under the ACL, for force majeure, for the Provider's Insolvency Event, or where the Provider terminates for its own convenience. After the End Date the Provider stops delivering. The Client does not pay every remaining month after the Provider has stopped.

12.5 Termination for cause. Either party may terminate an Engagement or this agreement immediately by written notice if the other party:

1. commits a material breach and does not remedy it within 10 Business Days after receiving written notice identifying the breach (or immediately if the breach is not remediable); or
2. is the subject of an Insolvency Event, subject to clause 12.10.

12.6 The Client may also terminate an Engagement to the extent the ACL or any other non-excludable law gives that right.

12.7 Suspension. The Provider may suspend Services on 7 days' written notice if an undisputed invoice is overdue, or immediately if continuing would be unlawful or would create a material security risk. Suspension does not itself end the Engagement.

12.8 Change of Control and Sale of Business. The following apply to both:

1. a Change of Control of the existing Client entity (including a share sale or other change in ownership of that entity); and
2. a Sale of Business, including an asset or business sale where the purchaser is a different legal entity.

In each case:

1. the event is not of itself a breach;
2. the party must notify the other as soon as reasonably practicable;
3. the event does not end the Engagement, does not shorten the Notice Period, does not shorten or cancel a Minimum Term, and does not reduce payment in lieu (where clause 12.2 applies) or any Early End Amount properly payable;
4. the original Client remains liable for the Engagement (including Fees, the Notice Period, payment in lieu and any Early End Amount) unless and until the Provider expressly agrees in writing to a novation or a release;
5. a purchaser of assets or of the business does not take the Engagement off the original Client by default;
6. assignment or novation still requires the Provider's prior written consent under clause 15.9;
7. the Client may not terminate solely because it was acquired, underwent a Change of Control, or sold its business or assets.

The Provider may not terminate solely for the Client's Change of Control or Sale of Business unless the new controller or the purchaser is a direct competitor of the Provider, in which case the Provider may end the Engagement by giving the Notice Period, and no Early End Amount is payable by the Client.

12.9 Force majeure. A party is not liable for failure or delay in performing an obligation (other than an obligation to pay money) to the extent the failure or delay is caused by an event beyond that party's reasonable control, including fire, flood, earthquake, epidemic, war, terrorism, industrial action (other than of that party's own personnel), government action, cyber attack, malicious code, ransomware, denial-of-service attack, and failure, interruption, suspension or security incident affecting internet, telecommunications, cloud, hosting, data-centre or other Third Party Services. The affected party must give prompt notice and use reasonable efforts to mitigate and resume performance. If a force majeure event continues for more than 30 consecutive days, either party may terminate the affected Engagement by written notice. Prepaid Fees for Services not supplied after the End Date must be refunded. No Early End Amount is payable by the Client in that case.

12.10 Ipso facto. A right to terminate or suspend by reason of an Insolvency Event is subject to the stay on enforcing rights in the Corporations Act. The parties do not recharacterise an Insolvency Event as some other breach in order to avoid that stay.

12.11 Consequences of ending. On the End Date:

1. the Client must pay Fees accrued up to the End Date and any Early End Amount that is properly payable under Schedule C (reduced by Fees paid after notice, as Schedule C provides). Where clause 12.2 applies (a Schedule B monthly or recurring Service line with no Minimum Term), the Client must also pay Fees for the Notice Period if Services were available during that period or if the Client paid in lieu, as set out in clause 12.2;
2. the Provider must send a final invoice for unbilled Fees properly accrued;
3. subject to payment of undisputed outstanding Fees, the Provider must deliver then-current Deliverables (including partially completed Deliverables) in a reasonable electronic form;
4. each party must, on request, return or destroy the other's Confidential Information, except for copies required by law or held in routine backups; and
5. licences granted to the Client in paid-for Deliverables continue; licences granted to the Provider in Client Materials end except as needed to wind down, for retained records, and for clause 10.

If the Client directs the Provider not to perform during a notice period, then: where clause 12.2 applies, Fees for that period remain payable if the Provider was ready, willing and able to perform, unless the termination is for the Provider's cause or under the ACL; where a Minimum Term applies, those Fees reduce the Early End Amount and are not a separate stacked charge. After the End Date the Provider stops delivering and must not invoice further monthly retainers other than amounts properly payable under this clause 12.11 and Schedule C. Clause 12.2 does not apply to Schedule A or Schedule E unless the Acceptance Record expressly states a Notice Period for that line.

12.12 Termination does not affect accrued rights. Clauses that by their nature should survive, including clauses 5.14, 8, 9, 10, 11, 12.11, 13, 14 and 15, survive.

13. Dispute resolution

13.1 If a dispute arises, a party must comply with this clause 13 before starting court proceedings, except for urgent interlocutory relief or to preserve a limitation period.

13.2 A party claiming a dispute has arisen must notify the other in writing, giving reasonable details.

13.3 Senior representatives of the parties must meet (in person or by video) within 10 Business Days of the notice and use reasonable efforts to resolve the dispute.

13.4 If the dispute is not resolved within 20 Business Days after that meeting (or within 30 days after the notice if no meeting occurs), the parties must refer it to mediation in Sydney.

13.5 The mediator is a person the parties agree. If they do not agree a mediator within 10 Business Days of a party requesting mediation, the mediator is a person nominated by the NSW Small Business Commissioner. If that office declines to nominate, either party may request the President of the Law Society of New South Wales to nominate a mediator.

13.6 Each party must pay its own costs of complying with this clause and must share the mediator's costs equally.

13.7 If the dispute is not resolved within 30 days of the mediator's appointment (or any longer period agreed in writing), either party may commence proceedings in the courts of New South Wales.

14. Non-solicitation

14.1 During each Engagement and for 12 months after its End Date, neither party may, without the other's prior written consent, solicit, induce or encourage an officer or employee of the other party with whom it had material dealings in connection with the Engagement to leave that party's employment.

14.2 Clause 14.1 does not prevent:

1. a general recruitment advertisement not targeted at that person; or
2. employing a person who independently responds to such an advertisement or who has ceased employment with the other party without solicitation.

14.3 This clause is mutual and is limited to staff. It does not restrain dealing with suppliers, distributors or joint venture partners. The operative period is 12 months after the End Date.

14.4 The parties intend this restraint to go no further than is reasonably necessary to protect legitimate interests in staff stability and confidential relationships. If a court considers it too wide, it is to be read down to the minimum extent required for it to be valid.

15. General

15.1 Notices. A notice under this agreement must be in English and in writing, and sent to the email address (or, if the sender prefers, the postal address) stated in the Acceptance Record, or any replacement address notified in writing. A notice is taken to be received:

1. if sent by email — when the sender's system records that the email was sent, unless the sender receives an immediate bounce or non-delivery notice, and if that time is not on a Business Day, at 9.00 am on the next Business Day;
2. if sent by prepaid post within Australia — 3 Business Days after posting.

Facsimile is not a valid method of notice.

15.2 Further assurances. Each party must do all things reasonably required to give effect to this agreement.

15.3 No third-party beneficiaries. This agreement is for the benefit of the parties and their successors and permitted assigns only.

15.4 Costs. Each party bears its own costs of negotiating and entering into this agreement.

15.5 Entire agreement. This agreement, including each Acceptance Record and applicable Schedule, contains the entire agreement between the parties about its subject matter and supersedes prior negotiations about that subject matter. This clause does not exclude:

1. the ACL or any other law that cannot be excluded;
2. liability for fraud or fraudulent misrepresentation; or
3. any consumer guarantee.

15.6 Severability. If a provision is invalid or unenforceable, it is to be read down or severed to the minimum extent required, and the rest of this agreement continues.

15.7 No waiver. A failure or delay in exercising a right is not a waiver. A waiver must be in writing.

15.8 Variation. This agreement may be varied only by a written instrument that both parties accept (email or electronic signature is enough). A change to a Provider webpage, including a change to website prices or to this page, does not vary an existing Engagement unless the Client accepts a new Acceptance Record. Each Engagement is governed by the version of this page in force at that Client's acceptance.

15.9 Assignment and novation. A party must not assign or novate this agreement without the other's prior written consent, not to be unreasonably withheld or delayed. The Provider may assign to a Related Body Corporate, or to a purchaser of all or substantially all of the netStripes business, on written notice. A purchaser of the Client's assets or business does not become a party, and does not take the Engagement off the original Client, unless the Provider expressly agrees in writing to a novation or a release. Consent to assignment is still required. The original Client remains liable until that written novation or release.

15.10 Counterparts and electronic execution. This agreement may be executed in counterparts. Electronic signature, tick-box, nearby wording on a signup page with a link to this page as described in clause 3.1, online checkout acceptance, acceptance by email, and acceptance of a Quote, have the same effect as a handwritten signature, in accordance with the Electronic Transactions Act. No party is required to deliver a wet-ink original. Facsimile is not a method of execution.

15.11 Governing law. This agreement is governed by the law of New South Wales. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

End of Master Services Agreement

Schedule A — Growth Diagnostic

Provider: NexGroup Pty Ltd trading as NetStripes (ABN 66 110 820 552)  |  Applies: only if the Acceptance Record is for a Growth Diagnostic  |  Master terms: netStripes Master Services Agreement  |  Currency: AUD, exclusive of GST unless the Acceptance Record says inclusive

This Schedule A forms part of the agreement if, and only if, the Acceptance Record is for a Growth Diagnostic (or otherwise states that this Schedule applies). If there is an inconsistency between this Schedule and the Master Services Agreement about the Diagnostic, this Schedule prevails to the extent of the inconsistency, subject to the ACL and the unfair contract terms regime.

This Schedule is its own schedule. A Growth Diagnostic does not pick up a monthly Notice Period. It is not a Schedule B monthly service.

A.1 What this Engagement is

A.1.1 The Provider will supply a Growth Diagnostic for the Client as a fixed piece of work. It is not a retainer, it is not month-to-month, and it does not carry a Minimum Term.

A.1.2 Completing the Diagnostic does not oblige the Client to buy GrowthOS, any other Schedule B monthly or recurring Service, WebDone, a website build, or any other SKU. The Diagnostic Fee is earned for the Diagnostic itself. It is not contingent on a retainer close.

A.1.3 A later monthly or recurring Service under Schedule B is a separate Engagement and needs its own Acceptance Record (or a clearly itemised second SKU on the same Acceptance Record). Later retainers are Schedule B monthly services. They are not GrowthOS-only.

A.1.4 A complimentary intake meeting of about 45 minutes, if held before this Engagement, is not part of this Engagement and is not a Diagnostic.

A.2 Scope and Deliverables

A.2.1 Unless the Acceptance Record states a narrower or wider scope, the Diagnostic comprises a review of the Client's current acquisition, conversion and retention setup (as the Client makes accessible) and a written Diagnostic report with recommended next steps for a Growth Operating System.

A.2.2 The Acceptance Record may list specific channels, properties, accounts or questions to be covered. Work outside that list is Out-of-Scope Work.

A.2.3 Named individuals are not guaranteed.

A.3 Fee and timing

A.3.1 The Diagnostic Fee is the Fee locked under clause 5 of the Master Services Agreement for this Engagement. This Schedule does not set a dollar amount.

A.3.2 The Provider will use reasonable efforts to complete the Diagnostic in about 10 Business Days after the Start Date, subject to the Client giving timely access, materials and decisions. Time is not of the essence except for payment.

A.3.3 The Diagnostic Fee is invoiced as the Acceptance Record states (ordinarily on acceptance, or as a single invoice). Payment is due as stipulated on the invoice and in any case no later than 14 calendar days after the invoice date.

A.3.4 If the Quote or Acceptance Record states that a deposit is payable, work does not start until acceptance and the deposit is received, unless the Acceptance Record says otherwise.

A.4 Credit if the Client continues

A.4.1 If, within 30 calendar days after the Provider delivers the Diagnostic report, the Client enters a GrowthOS Engagement under Schedule B, the Diagnostic Fee actually paid is credited against the Client's GrowthOS month-1 invoices for that Engagement.

A.4.2 The credit is not a refund. It is not available for WebDone, a custom website, Out-of-Scope Work, media spend, or any SKU other than GrowthOS month 1. It lapses if the Client does not enter a GrowthOS Engagement within that 30-day window.

A.4.3 The credit cannot reduce month-1 GrowthOS Fees below zero. Any unused remainder is not carried forward unless the Acceptance Record says so.

A.5 No results warranty

A.5.1 The Diagnostic is an assessment and a set of recommendations. The Provider does not guarantee leads, rankings, return on ad spend, conversion rates, booking volumes, revenue or any other particular commercial result, and does not warrant that the Client will implement, or benefit from, any recommendation.

A.6 Client dependencies

A.6.1 The Client must give timely access to advertising accounts, analytics, websites, CRM or other systems reasonably required, and must ensure any Personal Information it provides may lawfully be handled for the Diagnostic.

A.6.2 If the Client delays access, materials or decisions, the 10-Business-Day target extends by the period of the delay. Clauses 4.5 and 4.6 of the Master Services Agreement apply. The Provider is not in breach and is not liable for that delay. Fees for work already performed remain payable. The Client is not entitled to a refund merely because completion has been delayed or prevented by the Client's failure to provide the required items.

A.7 Ending the Diagnostic

A.7.1 The Engagement ends when the Provider delivers the Diagnostic report, unless it ends earlier under this clause or the Master Services Agreement.

A.7.2 Either party may end the Diagnostic before delivery by written notice if the other commits a material breach and does not remedy it within 5 Business Days after written notice (or immediately if it is not remediable), or as the Master Services Agreement allows for cause, ACL rights or force majeure.

A.7.3 The Client may end the Diagnostic for convenience before delivery by written notice. In that case the Provider may invoice for work reasonably performed up to the End Date, capped at the Diagnostic Fee. There is no 40-Business-Day retainer notice period, because this is not a retainer.

A.7.4 No Early End Amount under Schedule C applies to the Diagnostic. Schedule C does not apply to this Schedule A. The Diagnostic has no Minimum Term. The Acceptance Record should, wherever practicable, complete the Minimum Term field as "Minimum Term: none". If the Acceptance Record states "Minimum Term: none", that is conclusive. Failure to complete that field does not convert the Diagnostic into a Minimum Term Engagement.

A.8 Out-of-Scope Work

A.8.1 Implementation of Diagnostic recommendations, campaign build, website changes, and ongoing management are not included. If the Client asks for that work under this Engagement, clause 5 of the Master Services Agreement applies (written agreement first; Out-of-Scope Rate as published or agreed; 15-minute units), unless the parties instead form a separate Engagement.

End of Schedule A

Schedule B — Monthly and Recurring Services

Provider: NexGroup Pty Ltd trading as NetStripes (ABN 66 110 820 552)  |  Applies: only if the Acceptance Record identifies the Service line as monthly or recurring  |  Master terms: netStripes Master Services Agreement  |  Currency: AUD, exclusive of GST unless the Acceptance Record says inclusive

This Schedule B forms part of the agreement if, and only if, the Acceptance Record identifies that Service line as monthly or recurring. If the Acceptance Record is silent on whether a Service line is monthly or recurring, this Schedule does not apply to that line. That line then defaults to Schedule E.

If there is an inconsistency between this Schedule and the Master Services Agreement about a monthly or recurring Service, this Schedule prevails to the extent of the inconsistency, subject to the ACL and the unfair contract terms regime.

B.1 Service lines covered

B.1.1 This Schedule covers the following families (product types; this Schedule does not set a dollar amount):

1. GrowthOS: START / SCALE / DOMINATE;
2. SEO: SEO Starter / Growth / Enterprise;
3. Paid Advertising: Google Ads Management / Meta Ads Management / Retargeting;
4. Social & Content: monthly social and content services;
5. Protect: Core Protect / Growth Protect / Command Protect;
6. Other recurring: WebDone (if retained as a monthly or recurring Service line) / Monthly Expert Session / any other recurring Service line clearly identified in the Acceptance Record as monthly or recurring.

B.1.2 That named list is not exhaustive. The residual category in B.1.1(6) applies only to a new Service line that later appears on an Acceptance Record as monthly or recurring. It is not a website catch-all. A product appearing on the Provider's website does not, by itself, bring that product under this Schedule.

B.1.3 This Schedule applies only if the Acceptance Record identifies that Service line as monthly or recurring. If the Record is silent, this Schedule does not apply. Default that line to Schedule E.

B.1.4 WebDone is a separate Service line and must not be incorporated into or combined with a GrowthOS Service line in an Acceptance Record.

B.1.5 A Growth Diagnostic (Schedule A) is a separate Engagement. Buying a Schedule B Service does not retrospectively change the Diagnostic into a free or contingent piece of work.

B.1.6 No Minimum Term unless one was clearly disclosed. The Acceptance Record should, wherever practicable, complete the Minimum Term field for each Schedule B line. State "Minimum Term: none" unless a Minimum Term was clearly disclosed under clause 3.8 of the Master Services Agreement. That is the Schedule B default. If the Acceptance Record states "Minimum Term: none", that is conclusive for that line. A product page does not override an express none. Schedule C does not apply to a standard Schedule B line unless a Minimum Term was clearly disclosed under clause 3.8. If a website offer, email proposal, Quote or Acceptance Record clearly states a Minimum Term and its length, Schedule C applies to that Service line.

B.2 WebDone — both Schedule B and Schedule D apply

B.2.1 Both Schedule B and Schedule D apply to WebDone. Itemise WebDone as its own Service line.

B.2.2 Schedule D governs website, build, development, acceptance and Intellectual Property Rights. Schedule B governs recurring monthly service, payment, termination and notice.

B.2.3 If there is an inconsistency between Schedule B and Schedule D about website development, acceptance or Intellectual Property Rights, Schedule D prevails. If there is an inconsistency about recurring service mechanics (including payment, termination and notice), Schedule B prevails. This is always subject to the ACL and the unfair contract terms regime.

B.3 Fees and invoicing

B.3.1 The monthly Fees are the Fees locked under clause 5 of the Master Services Agreement for the Service line named in the Acceptance Record. This Schedule does not set a dollar amount.

B.3.2 Later changes to website prices do not vary this Engagement unless the Client accepts a new Acceptance Record.

B.3.3 Fees are invoiced monthly in advance unless the Acceptance Record says otherwise. Payment is due as stipulated on the invoice and in any case no later than 14 calendar days after the invoice date, by direct debit, card or electronic funds transfer.

B.4 Term and notice

B.4.1 The Engagement starts on the Start Date and continues month to month until ended under the Master Services Agreement or this Schedule.

B.4.2 Either party may end the Engagement for convenience by giving the other written notice of not less than the Notice Period. The default Notice Period is 40 Business Days, or any longer period the Acceptance Record states. If a shorter Notice Period was clearly disclosed on the offer the Client accepted (a website offer, an email proposal, a Quote or the Acceptance Record), that shorter period applies to that Service line. Do not apply a hard 40 Business Days that always beats a clearly disclosed shorter period. The Provider does not have a shorter convenience-termination right than the Client.

B.4.3 The Client may cease receiving the Services immediately, stop performance during the Notice Period, or end immediately by payment in lieu. Fees for the Notice Period remain payable as set out in clause 12.2 of the Master Services Agreement. A Change of Control, Sale of Business or new owners of the Client does not shorten that period, end the Engagement, or move liability onto a purchaser unless the Provider agrees in writing to a novation or a release.

B.4.4 The Client may also end the Engagement for cause, under a non-excludable ACL right, or for force majeure, as set out in the Master Services Agreement.

B.4.5 There is no Minimum Term unless one was clearly disclosed under clause 3.8 of the Master Services Agreement. If a Minimum Term applies, Schedule C applies. The Acceptance Record should complete the Minimum Term field.

B.5 What is in and what is extra

B.5.1 In-Scope Work is the monthly or recurring services described in the Acceptance Record for the named Service line (and any Quote the Acceptance Record incorporates).

B.5.2 Advertising / media spend is extra. Unless the Acceptance Record expressly says the Provider will collect media spend:

1. spend sits in the Client's own Google Ads, Meta, LinkedIn or other advertising account;
2. the Client funds those platforms and keeps payment methods valid; and
3. media spend is not a Fee.

B.5.3 Hosting, domains, software licences, stock, print, and Third Party Service subscriptions are extra unless the Acceptance Record includes them.

B.5.4 Out-of-Scope Work is charged only after written agreement first (email is enough), at the Out-of-Scope Rate in 15-minute units, except genuine emergency incident work as set out in the Master Services Agreement.

B.6 No results warranty

B.6.1 The Provider does not guarantee leads, rankings, return on ad spend, conversion rates, booking volumes, revenue or any other particular commercial result.

B.6.2 Reviews against Diagnostic goals or monthly targets, if any, are an accountability conversation. They are not a results warranty and not a condition of payment of the Fees.

B.6.3 Platform policy changes, auction dynamics, seasonality, the Client's offer, sales process, website conversion, stock and funding of ad accounts all affect outcomes and are outside the Provider's control to the extent they are the Client's or a third party's responsibility.

B.7 Fee changes

B.7.1 Fees for a live Schedule B Engagement are locked under clause 5 of the Master Services Agreement. Later changes to website prices do not vary this Engagement unless the Client accepts a new Acceptance Record.

B.7.2 The Provider may propose a Fee change in writing. The change takes effect only if the Client accepts a new Acceptance Record. The Client may end the Engagement on the Notice Period rather than accept. A change to a public webpage or to this Schedule does not bind an existing Client.

B.8 Client advertising accounts

B.8.1 Where the Services include advertising management, the Client must keep advertising accounts in the Client's name, current and funded, give timely feedback on creative and landing pages, and not instruct the Provider to make claims that are unlawful or misleading.

B.8.2 If an advertising account is suspended, restricted or paused because of the Client's billing, policy or conduct issues, that is not a breach by the Provider. Time spent unblocking those issues may be Out-of-Scope Work after written agreement.

B.9 Personnel

B.9.1 Named individuals are not guaranteed. The Provider will use personnel with skills reasonably appropriate to the Service line.

End of Schedule B

Schedule C — Minimum Term

Provider: NexGroup Pty Ltd trading as NetStripes (ABN 66 110 820 552)  |  Applies: if, and only if, a Minimum Term was clearly disclosed to the Client before acceptance in a website offer, email proposal, Quote or Acceptance Record, subject to clause 3.8 of the Master Services Agreement  |  Master terms: netStripes Master Services Agreement  |  Currency: AUD, exclusive of GST unless the Acceptance Record says inclusive

This is the Minimum Term schedule. It supplies the mechanics (including the Early End Amount) whenever a Minimum Term was clearly disclosed to the Client, before acceptance, as set out in clause 3.8 of the Master Services Agreement. A standard Schedule B monthly or recurring Service does not use this Schedule unless a Minimum Term was clearly disclosed for that Service line.

This Schedule does not itself set the length of any Minimum Term. The length is the length clearly disclosed in the applicable website offer, email proposal, Quote or Acceptance Record. This Schedule does not hard-code 12 months. Lengths may vary by Service and over time.

C.1 When this Schedule applies

C.1.1 This Schedule C applies to a Service line if a Minimum Term was clearly disclosed to the Client, before acceptance, in any of:

1. the relevant service or product page on the Provider's website;
2. an email proposal;
3. a Quote; or
4. the Acceptance Record.

C.1.2 The Acceptance Record should, wherever practicable, state the Minimum Term and its length. Failure to duplicate a clearly disclosed Minimum Term on the Acceptance Record does not invalidate the Engagement, does not prevent this Schedule from applying, and does not convert the Service line to month-to-month.

C.1.3 If the Acceptance Record is silent as to Minimum Term and no website offer, email proposal or Quote clearly stated a Minimum Term, this Schedule does not apply. If Schedule B applies to that line, it is month-to-month under clause 12.2 of the Master Services Agreement. If Schedule E applies, it ends under Schedule E.

C.1.4 "Minimum Term: none" is conclusive. If the Acceptance Record states "Minimum Term: none" for a Service line, that is conclusive for that line. A product page must not override an express none. This Schedule does not apply to that line.

C.1.5 This Schedule does not apply to Schedule A. A Growth Diagnostic has no Minimum Term.

C.1.6 This Schedule does not apply to a Schedule E one-off line unless a Minimum Term is expressly stated for that one-off line.

C.1.7 Pay-in-6-months or pay-in-12-months on a website package is a payment plan, not a Minimum Term, unless the Acceptance Record says otherwise.

C.1.8 A standard Schedule B monthly or recurring Service (including a standard GrowthOS retainer) does not use this Schedule unless a Minimum Term was clearly disclosed under clause 3.8 of the Master Services Agreement.

C.2 Interaction with notice and with the ACL

C.2.1 During a Minimum Term, the Client may still terminate:

1. for the Provider's material breach (Master Services Agreement, clause 12.5);
2. to the extent the ACL or any other non-excludable law gives that right (clause 12.6);
3. for force majeure continuing more than 30 consecutive days (clause 12.9);
4. if the Provider is the subject of an Insolvency Event (clause 12.5, subject to clause 12.10); and
5. as otherwise expressly allowed in the Acceptance Record.

C.2.2 No Early End Amount is payable where the Client terminates under clause C.2.1.

C.2.3 The Provider may still terminate for cause as the Master Services Agreement allows. During a Minimum Term the Provider may also end for convenience by giving the Notice Period. If the Provider terminates for its own convenience, or is the subject of an Insolvency Event, no Early End Amount is payable by the Client, and prepaid Fees for Services not supplied after the End Date must be refunded.

C.2.4 Nothing in this Schedule excludes, restricts or modifies a right, guarantee or remedy under the ACL that cannot be excluded. If a term of this Schedule would be unfair under the unfair contract terms regime, it is to be read down or severed to the minimum extent required.

C.3 Convenience ending during a Minimum Term

C.3.1 If the Client ends the Engagement for convenience before the Minimum Term expires, the Client must pay the Early End Amount in clause C.4. That Early End Amount is the sole convenience-exit charge for the remaining term. A separate Notice Period fee (including 40 Business Days' Fees or payment in lieu under clause 12.2 of the Master Services Agreement) is not payable in addition to the Early End Amount.

The Client may give written notice specifying the End Date. The Client may cease receiving the Services immediately. After the End Date the Provider stops delivering.

C.3.2 If the Client stays on and pays Fees after giving notice and before the End Date, those Fees paid after notice count toward and reduce the Early End Amount, so the Client never pays a Notice Period charge and three months as two stacked amounts.

C.3.3 After the End Date the Provider has no obligation to keep supplying the Services, and must not invoice further monthly retainers other than the Early End Amount (as reduced under clause C.3.2) and Fees properly accrued to the End Date. The Client does not pay every remaining month of the Minimum Term after the Provider has stopped delivering.

C.4 Early End Amount

C.4.1 Unless the Acceptance Record states a different Early End Amount that is no higher than this clause C.4 allows, the Early End Amount is an amount equal to three (3) months' recurring Fees for the Engagement.

C.4.2 The Early End Amount is subject to all of the following:

1. it excludes media spend;
2. it must not exceed the recurring Fees (excluding media spend) that would otherwise remain payable from the day after the End Date to the last day of the Minimum Term;
3. Fees paid after notice and before the End Date reduce the Early End Amount under clause C.3.2. The Early End Amount is not added on top of a separate 40-Business-Day Notice Period fee;
4. pass-through Third Party Service costs and Out-of-Scope Work already agreed remain payable on ordinary terms if already accrued. They are not part of the Early End Amount;
5. it is a genuine pre-estimate of the Provider's front-loaded strategy, onboarding, technical setup, research, campaign architecture, SEO foundations, systems, team capacity and early optimisation, which are incurred early in the Minimum Term and are not fully recovered on a month-to-month basis. It is not a penalty. It is not a claim for 100% of every remaining month.

C.4.3 No Early End Amount is payable where:

1. the Client validly terminates for the Provider's material breach (clause 12.5);
2. the Client terminates under a non-excludable ACL right (clause 12.6);
3. the Client terminates for force majeure under clause 12.9;
4. the Provider is the subject of an Insolvency Event and the Client terminates under clause 12.5; or
5. the Provider terminates for its own convenience.

C.4.4 If the Acceptance Record states an Early End Amount, that figure still cannot exceed the limits in this clause C.4.

C.5 No results warranty

C.5.1 A Minimum Term is not a results warranty. The Provider still does not guarantee leads, rankings, return on ad spend, conversion rates or any other particular commercial result.

C.6 WebDone, websites and one-offs

C.6.1 If a Minimum Term was clearly disclosed for a Schedule B monthly Service (including WebDone) or a custom website under clause 3.8 of the Master Services Agreement, this Schedule C applies to that Service line. For WebDone, Schedule B and Schedule D also apply. Schedule D governs website, build, development, acceptance and Intellectual Property Rights. Schedule B governs recurring monthly service, payment, termination and notice.

C.6.2 This Schedule does not apply to Schedule A. It does not apply to Schedule E unless a Minimum Term is expressly stated for that one-off line.

C.6.3 Pay-in-6-months or pay-in-12-months on a website package is a payment plan, not a Minimum Term, unless the Acceptance Record says otherwise.

End of Schedule C

Schedule D — Website Design, Development and WebDone

Provider: NexGroup Pty Ltd trading as NetStripes (ABN 66 110 820 552)  |  Applies: only if the Acceptance Record is for a website design or development Service and/or WebDone, and only to the SKU identified  |  Master terms: netStripes Master Services Agreement  |  Currency: AUD, exclusive of GST unless the Acceptance Record says inclusive

Website revision, acceptance and Intellectual Property Rights rules for websites live only in this Schedule, except that clause 9 of the Master Services Agreement remains the general vesting rule. Schedule D prevails over clause 9 on custom-website vesting on payment in full and on the WebDone exception (the platform is not transferred).

WebDone is a separate Service line and must not be incorporated into or combined with a GrowthOS Service line in an Acceptance Record.

Both Schedule B and Schedule D apply to WebDone. Schedule D governs website, build, development, acceptance and Intellectual Property Rights. Schedule B governs recurring monthly service, payment, termination and notice. If there is an inconsistency between Schedule B and Schedule D about website development, acceptance or Intellectual Property Rights, Schedule D prevails. If there is an inconsistency about recurring service mechanics (including payment, termination and notice), Schedule B prevails. This is always subject to the ACL and the unfair contract terms regime.

Extra work is Out-of-Scope Work at agreed rates after written agreement first. Client delay, refund protection and dormancy are governed by clauses 4.5 and 4.6 of the Master Services Agreement, with website-specific examples in clause D.3.

This Schedule covers: Solopreneur / Platinum / Platinum Plus; custom website design and development (including WooCommerce, custom stores, landing pages and web apps); other website design or development identified in the Acceptance Record; and WebDone (build, platform and Intellectual Property Rights). Product types only. This Schedule does not set a dollar amount. Recurring monthly service, payment, termination and notice for WebDone live in Schedule B, not in this Schedule.

Part 1 — Custom website design and development

D.1 Scope

D.1.1 Part 1 applies if the Acceptance Record includes a custom or package website design, build, rebuild or material redesign. It does not apply to WebDone platform ownership, which is Part 2.

D.1.2 In-Scope Work is the website described in the Acceptance Record (and any Quote it incorporates): pages, templates, integrations and inclusions listed there. Anything not listed is Out-of-Scope Work.

D.2 Revision rounds (this Schedule only)

D.2.1 Unless the Acceptance Record states otherwise, the Fee includes:

1. Homepage — two rounds of reasonable revisions after the first homepage presentation; and
2. Inner pages — one round of reasonable revisions per inner-page template (or per inner page, if the Acceptance Record prices pages rather than templates) after the first presentation of that template or page.

D.2.2 A "reasonable revision" is a change within the agreed scope, brand and sitemap. It is not a change of strategy, a new sitemap, a new feature, extra pages, e-commerce, membership, or a new integration.

D.2.3 Further revision rounds, or work that is not a reasonable revision, are Out-of-Scope Work. They are done only if the Client agrees in writing first (email is enough), at the Out-of-Scope Rate in 15-minute units.

D.3 Client delay, no refund and dormancy

D.3.1 Clauses 4.5 (Client dependencies and delay) and 4.6 (dormancy and reactivation) of the Master Services Agreement apply to website work. Website-specific examples of items the Client must provide include content, copy, images, access and credentials.

D.3.2 If the Client does not supply content, copy, images, access, credentials, feedback or approvals by a date reasonably notified, the build timetable extends by the period of the delay. The Provider is not in breach and is not liable for that delay. Fees for work already performed remain payable. The Client is not entitled to a refund merely because completion or delivery has been delayed or prevented by that failure.

D.3.3 The Provider may not charge for idle reserved time unless the Client has agreed in writing that particular waiting time is Out-of-Scope Work. Silence is not agreement. A reactivation fee under clause 4.6 of the Master Services Agreement is not a charge for idle reserved time; it is a charge, agreed or notified in writing before work restarts, for reopening a dormant project.

D.3.4 If Client delay continues for more than 20 Business Days after a written reminder, the Provider may pause the build and invoice Fees properly accrued. If the failure continues for 90 days despite reasonable reminders, clause 4.6 of the Master Services Agreement applies (dormant status and a reasonable reactivation fee). Dormancy does not by itself entitle the Client to a refund. Time in dormancy does not count as Provider delay.

D.4 Acceptance

D.4.1 The Provider will notify the Client when a milestone or the website is ready for review. The Client has 5 Business Days to give written objections that are within the agreed revision rounds.

D.4.2 If the Client does not give written objections within that period, that milestone is taken to be accepted. Launch or handover then proceeds as the Acceptance Record states.

D.4.3 Subject to the ACL, going live (or the Client using the website in production) is acceptance of the then-current Deliverable, without limiting defect-repair that the Acceptance Record or the ACL requires.

D.5 Third-party themes, plugins and hosting

D.5.1 Themes, plugins, stock, fonts, licences, WooCommerce and hosting remain Third Party Services unless the Acceptance Record says the Provider is supplying a listed item as a Deliverable. The Client must comply with those licences.

D.5.2 Cyber security, backups and updates for a custom website after handover are Out-of-Scope Work unless the Acceptance Record includes a care plan, WebDone, or another listed maintenance SKU.

D.6 Intellectual property — custom and package websites

D.6.1 This clause D.6 applies to custom and package websites. It does not apply to WebDone. WebDone ownership is clause D.8.

D.6.2 On payment in full of the Fees for that website Deliverable, Intellectual Property Rights in the custom website Deliverable (the design and the custom code written for the Client) vest in the Client, subject to:

1. Client Materials (Master Services Agreement, clause 9.1);
2. the Provider Materials licence (clause 9.2); and
3. third-party licences (themes, plugins, fonts, stock, WooCommerce, hosting).

D.6.3 Those rights do not vest on a first instalment. Until payment in full, those rights remain with the Provider and the Client has a licence to use the Deliverable only as reasonably required to review it.

D.6.4 If a website package is paid over 6 months or 12 months, title stays with the Provider until paid in full. Pay-in-6-months or pay-in-12-months is a payment plan. It is not a Minimum Term unless the Acceptance Record says otherwise.

D.6.5 The domain is to be in the Client's name.

D.6.6 This clause D.6 prevails over clause 9.3 of the Master Services Agreement on when Intellectual Property Rights in a custom website Deliverable vest.

Part 2 — WebDone

D.7 Separate SKU

D.7.1 WebDone is a managed-website subscription SKU. It is not GrowthOS. It is not the Diagnostic. It must be a separate Service line on the Acceptance Record and must not be incorporated into or combined with a GrowthOS Service line. This Schedule does not set a dollar amount.

D.7.2 Fees for the WebDone band named in the Acceptance Record are the Fees locked under clause 5 of the Master Services Agreement. Later changes to website prices do not vary this Engagement unless the Client accepts a new Acceptance Record.

D.7.3 In-Scope Work is the WebDone band described in the Acceptance Record (hosting, care, content or support inclusions as listed). Advertising management, GrowthOS, SEO retainers and custom rebuilds are not included unless separately ordered.

D.7.4 Recurring monthly service, payment, termination and notice for WebDone are governed by Schedule B, not by this Part 2. Do not read a Notice Period or Minimum Term into this Schedule D.

D.7.5 Setup fees, if quoted, are earned as the Acceptance Record states. They are not credited to GrowthOS.

D.8 WebDone ownership

D.8.1 The Client retains ownership of the domain name and all website content, including text, images and branding.

D.8.2 netStripes hosts, manages and maintains the website while the WebDone subscription remains active.

D.8.3 The website is built within the netStripes WebDone platform, so the framework and build are not transferred unless otherwise agreed in writing.

D.8.4 This clause D.8 prevails over clause 9.3 of the Master Services Agreement on WebDone. The WebDone platform, framework, theme and hosting are not transferred by payment of Fees.

D.9 WebDone exit

D.9.1 When the subscription ends, the Provider must release the domain. The Provider must not hold the domain.

D.9.2 The Client is free to take a copy of the content (text, images and branding). This is a permission. It is not a duty on netStripes to pack up or export a working full site.

D.9.3 The WebDone platform, framework, theme and hosting stay with netStripes.

D.9.4 After the End Date the Client has a short access window of 10 Business Days to copy their content. Access to the platform then ends. This is not a full site export and not a handover of the framework.

D.9.5 The Provider must not withhold the domain over a fee dispute where the law will not allow it.

D.10 WebDone service levels

D.10.1 The Provider will supply WebDone with due care and skill. The Provider does not warrant that the website will be uninterrupted, error-free or free of vulnerabilities.

D.10.2 Hosting and related infrastructure are Third Party Services. Clause 7 of the Master Services Agreement applies.

D.10.3 Content changes, extra pages and design work beyond the band on the Acceptance Record are Out-of-Scope Work after written agreement first.

D.10.4 For an initial WebDone build, the Provider will notify the Client when the site is ready for review. Unless the Acceptance Record states otherwise, the Client has 5 Business Days to give written objections that are within the agreed scope. If the Client does not give written objections within that period, the then-current build is taken to be accepted, subject to the ACL.

D.11 No results warranty

D.11.1 Neither a custom website nor WebDone is a guarantee of rankings, traffic, leads, conversion rates or revenue.

End of Schedule D

Schedule E — One-Off Services and Add-Ons

Provider: NexGroup Pty Ltd trading as NetStripes (ABN 66 110 820 552)  |  Applies: to one-off Services and add-ons, and to any Service line the Acceptance Record does not identify as monthly or recurring  |  Master terms: netStripes Master Services Agreement  |  Currency: AUD, exclusive of GST unless the Acceptance Record says inclusive

This Schedule E forms part of the agreement for each one-off Service line. If the Acceptance Record is silent on whether a Service line is monthly or recurring, that line is a Schedule E line. If there is an inconsistency between this Schedule and the Master Services Agreement about a one-off Service, this Schedule prevails to the extent of the inconsistency, subject to the ACL and the unfair contract terms regime.

E.1 Service lines covered

E.1.1 This Schedule covers the following (product types; this Schedule does not set a dollar amount):

1. Google Ads setup;
2. Meta Ads setup;
3. one-off on-page SEO;
4. hour packs;
5. Strategic Blueprint;
6. logo design;
7. flyer design;
8. animation;
9. other creative work;
10. technical or marketing add-ons;
11. other one-off Services identified in an Acceptance Record.

E.1.2 Google Ads setup and Meta Ads setup must be separate Service lines from monthly management. Monthly management is Schedule B. Setup is Schedule E.

E.1.3 If the Acceptance Record is silent on whether a line is monthly or recurring, it is Schedule E.

E.2 What this Engagement is

E.2.1 A Schedule E Service is a fixed piece of work or a prepaid block of time. It is not a retainer. It is not month-to-month.

E.2.2 There is no recurring Notice Period and no Minimum Term unless expressly stated on that Service line. Do not apply 40 Business Days to a logo, hour pack, or other Schedule E line unless the Acceptance Record expressly says so.

E.2.3 Schedule C does not apply to a Schedule E line unless a Minimum Term is expressly stated for that one-off line. If the Acceptance Record states "Minimum Term: none", that is conclusive for that line.

E.2.4 The Engagement ends when the agreed work is completed, subject to payment, cancellation and the ACL.

E.3 Fees

E.3.1 Fees are locked under clause 5 of the Master Services Agreement. This Schedule does not set a dollar amount.

E.3.2 Fees are invoiced as the Acceptance Record states. Payment is due as stipulated on the invoice and in any case no later than 14 calendar days after the invoice date, by direct debit, card or electronic funds transfer.

E.3.3 Later changes to website prices do not vary this Engagement unless the Client accepts a new Acceptance Record.

E.4 Hour packs

E.4.1 Hour packs are prepaid time. They are not a retainer.

E.4.2 Unused hours remain available for a reasonable time, or as the Acceptance Record states. This agreement does not set an expiry or forfeiture for unused hours if the Acceptance Record is silent.

E.4.3 Named individuals are not guaranteed. The Provider will use personnel with skills reasonably appropriate to the work.

E.5 No results warranty

E.5.1 The Provider does not guarantee leads, rankings, return on ad spend, conversion rates, booking volumes, revenue or any other particular commercial result.

E.6 Client dependencies

E.6.1 Clauses 4.5 and 4.6 of the Master Services Agreement apply. If the Client delays access, materials or decisions, delivery timeframes extend by the period of the delay. The Provider is not in breach and is not liable for that delay. Fees for work already performed remain payable.

E.7 Ending a one-off Service

E.7.1 The Engagement ends when the Provider completes the agreed work, unless it ends earlier under this clause or the Master Services Agreement.

E.7.2 Either party may end the Engagement before completion by written notice if the other commits a material breach and does not remedy it within 5 Business Days after written notice (or immediately if it is not remediable), or as the Master Services Agreement allows for cause, ACL rights or force majeure.

E.7.3 The Client may end the Engagement for convenience before the work is finished by written notice. In that case the Provider may invoice for work reasonably performed up to the End Date, capped at the agreed Fee for that Service line. Do not charge the whole Fee for work stopped on day one. Do not charge 40 Business Days. There is no recurring Notice Period unless the Acceptance Record expressly states one for that line.

E.7.4 No Early End Amount under Schedule C applies unless a Minimum Term is expressly stated for that one-off line.

E.8 Out-of-Scope Work

E.8.1 Work outside the Acceptance Record for that Service line is Out-of-Scope Work. Clause 5 of the Master Services Agreement applies (written agreement first; Out-of-Scope Rate as published or agreed; 15-minute units), unless the parties instead form a separate Engagement.

End of Schedule E