PERFORMANCE MARKETER DIGITAL PTY LTD

1. Definitions & Interpretation

1.1 In these Terms:

• Agency means Performance Marketer Digital Pty Ltd ABN 68 681 555 153.
• Client means any person or entity engaging the Agency for Services.
• Services means marketing, advertising, SEO, CRO, analytics, tracking, consulting, creative, website, and performance services.
• Minimum Term means the initial three (3) month commitment period.
• Deliverables means all work produced including campaigns, accounts, tracking, data, reports, creatives, copy, landing pages, scripts, dashboards, and structures.
• Intellectual Property includes all strategies, systems, frameworks, data models, naming conventions, methodologies, automation, scripts, optimisations, and documentation.

1.2 These Terms prevail over any proposal, email, or verbal discussion unless expressly varied in writing.

2. Engagement Structure

2.1 All engagements operate on a month-to-month basis subject to an initial minimum commitment of three (3) months, unless waived in writing by the Agency.

2.2 Termination during the Minimum Term constitutes early termination.

3. Early Termination & Asset Rights

3.1 If the Client terminates before completing the Minimum Term, the Agency shall retain full access to and control of:

• Advertising campaigns and ad accounts (where built or structured by the Agency)
• Tracking systems including GA4, GTM, pixels, conversion APIs, CRM integrations
• Landing pages, CRO setups, dashboards, scripts, automation, and reporting systems
• Optimisation frameworks, naming conventions, bidding logic, and architecture

3.2 Upon early termination, the Client must elect one of the following:

Option A – Forfeit Systems

The Client forfeits all campaign builds, tracking infrastructure, optimisation frameworks, and proprietary systems.
The Agency may suspend, delete, dismantle, or remove such systems at its discretion.

Option B – Minimum Term Buy-Out

The Client pays the balance of the full three-month Minimum Term retainer in full.
Upon payment, the Agency may grant continued access to assets subject to a limited licence.
Intellectual Property ownership remains solely with the Agency.

3.3 No partial transfer, cloning, replication, or reverse-engineering of systems is permitted unless the Minimum Term is fully satisfied.

4. Intellectual Property Ownership

4.1 All Intellectual Property developed by the Agency remains the exclusive property of the Agency, including:

• Campaign structures and account architecture
• Tracking logic, conversion schemas, data layers
• CRO frameworks, testing methodologies, scripts, automations
• Creative concepts, copy frameworks, reporting models
• Optimisation playbooks, SOPs, and strategic documentation

4.2 The Client receives a non-exclusive, revocable licence to use Deliverables solely during the engagement and only for its own internal business purposes.

4.3 No ownership, assignment, or transfer of Intellectual Property occurs.

5. Case Studies, Logos & Marketing Use (Irrevocable Consent)

5.1 Upon engagement, the Client grants the Agency a perpetual, irrevocable, royalty-free right to:

• Display Client logos and brand assets
• Publish performance results, screenshots, and metrics
• Produce and distribute case studies
• Reference the Client in marketing, sales, pitches, and public materials

5.2 Consent once granted is final and cannot be withdrawn.

5.3 No takedown, removal, or modification of case studies, testimonials, or historical representations shall be required after termination.

6. Reviews & Testimonials

6.1 Any reviews, testimonials, or public endorsements provided by the Client are permanent and irrevocable.

6.2 The Client waives any right to request removal, alteration, or suppression of such content.

7. Confidentiality & Trade Secrets

7.1 All systems, data models, optimisation logic, automation, and internal methodologies constitute confidential trade secrets.

7.2 The Client must not disclose, reproduce, or provide such materials to any third party or competing agency.

8. Third-Party Platforms

8.1 The Agency is not responsible for changes, suspensions, bans, algorithm updates, or policy enforcement by platforms including Google, Meta, Microsoft, TikTok, LinkedIn, or others.

8.2 The Client remains bound by each platform’s terms.

9. Payment & Suspension

9.1 All fees are payable in advance unless otherwise agreed.

9.2 Non-payment entitles the Agency to suspend Services, tracking, access, and campaign operation without liability.

10. Limitation of Liability

10.1 To the maximum extent permitted by law, the Agency excludes all liability for indirect, consequential, or economic loss.

10.2 Total liability is limited to the fees paid in the preceding three (3) months.

11. Indemnity

11.1 The Client indemnifies the Agency against all claims arising from:

• Misuse of Deliverables
• Breach of platform policies
• False advertising, regulatory non-compliance, or unlawful content

12. Survival of Rights

12.1 The following clauses survive termination:

• Intellectual Property
• Case Studies & Public Representation
• Confidentiality
• Reviews & Testimonials
• Limitation of Liability
• Indemnity
• Governing Law

13. Governing Law

13.1 These Terms are governed by the laws of Victoria, Australia.
13.2 The parties submit to the exclusive jurisdiction of Victorian courts.