TERMS AND CONDITIONS OF SERVICE
1. Definitions
In these Terms and Conditions, the following definitions apply:
"Agency" means Capital C Ventures Pty Ltd trading as CODI Agency (ABN: 89 607 269 321).
"Agreement" means the combination of these Terms and Conditions together with any signed Proposal, Statement of Work, or Service Agreement between the Agency and the Client.
"AI Tools" means any artificial intelligence software, platforms, language models, image generators, or AI-powered content creation tools used by the Agency in the delivery of its services, including but not limited to Claude (Anthropic), ChatGPT (OpenAI), Midjourney, and similar platforms.
"AI Setup Services" means any services provided by the Agency to configure, customise, or implement AI Tools on behalf of the Client, including the setup of AI agents, system prompts, workflows, and integrations.
"Client" means the individual, company, or entity that has engaged the Agency for the provision of services.
"Commencement Date" means the date specified in the Agreement, or the date the Client first receives services if no date is specified.
"Content" means all text, images, graphics, video, audio, copy, creative assets, and other material produced by the Agency in connection with the services.
"Credit" means any monetary amount offered by the Agency to the Client by way of goodwill, dispute resolution, service failure, or other agreement, which may be applied against future invoices.
"Services" means the digital marketing services provided by the Agency, including social media management, content creation, communications strategy, paid advertising, website support, AI Setup Services, and any other services detailed in the Agreement.
"Term" means the period during which the Agency is engaged to provide services, as specified in the Agreement.
"Third-Party Platforms" means any external platforms, tools, or services used in the delivery of services, including but not limited to Meta, Google, LinkedIn, TikTok, Canva, and AI platforms.
2. Agreement and Acceptance
2.1 By signing a Proposal or Statement of Work, making payment, or instructing the Agency to commence services, the Client agrees to be bound by these Terms and Conditions in full.
2.2 These Terms and Conditions apply to all services provided by the Agency and supersede any prior verbal or written representations to the extent of any inconsistency.
2.3 The Agency reserves the right to update these Terms and Conditions from time to time. Clients will be notified of material changes with no less than 14 days' written notice.
3. Services
3.1 The Agency will provide the services as outlined in the signed Agreement, Proposal, or Statement of Work.
3.2 The scope of services is limited to what is expressly described in the Agreement. Any additional services requested by the Client outside of that scope will be subject to a separate agreement and additional fees.
3.3 The Agency will use reasonable skill and care in delivering the services but does not guarantee specific outcomes, including but not limited to follower growth, engagement rates, lead volume, paid advertising performance, or search rankings. Digital marketing results are subject to many external factors outside the Agency's control.
3.4 The Agency may engage subcontractors or third-party specialists to assist in the delivery of services. The Agency remains responsible for the quality of work delivered.
3.5 The Agency reserves the right to decline work that it deems to be unlawful, misleading, defamatory, or inconsistent with its values.
4. Fees and Payment
4.1 Fees are as set out in the Agreement. Unless otherwise stated, all fees are quoted in Australian dollars (AUD) and are exclusive of GST.
4.2 GST will be added to all invoices at the prevailing rate where applicable.
4.3 Invoices are issued in accordance with the payment schedule set out in the Agreement. Where no schedule is specified, invoices are due within 14 days of the date of issue.
4.4 Payment may be made by bank transfer, credit card, or such other method as agreed in writing. The Agency reserves the right to charge a processing fee for credit card payments.
4.5 If an invoice is not paid by the due date:
(a) the Agency may charge interest on the outstanding amount at a rate of 10% per annum, calculated daily from the due date until the date of payment;
(b) the Agency may suspend delivery of services until the outstanding amount is paid in full; and
(c) the Agency may recover from the Client any reasonable costs incurred in pursuing the outstanding debt, including legal costs on a solicitor-client basis.
4.6 The Agency is not obliged to commence or continue work where payment is outstanding.
4.7 All fees paid are non-refundable unless otherwise expressly agreed in writing or required by law.
5. Term and Termination
5.1 The Agreement commences on the Commencement Date and continues for the Term specified in the Agreement.
5.2 Unless otherwise specified, retainer agreements operate on a rolling monthly basis following the expiry of any minimum term, and may be cancelled by either party with 30 days' written notice.
Early Termination by the Client
5.3 If the Client terminates the Agreement before the end of the agreed Term for any reason other than a material breach by the Agency that has not been remedied within 14 days of written notice, the Client will be liable to pay the Agency the full amount of fees that would have been payable for the remainder of the Term.
5.4 For the avoidance of doubt, if the Client holds a 12-month agreement and terminates at month 4, the Client is required to pay the remaining 8 months of fees in full, regardless of whether services are delivered for that period.
5.5 The early termination payment is due within 14 days of the date of termination. Standard late payment provisions apply to any amount not paid by this date.
5.6 The Agency acknowledges that this clause reflects the genuine pre-estimate of loss the Agency would suffer as a result of early termination, including lost revenue, committed staff time, and associated overheads.
Termination by the Agency
5.7 The Agency may terminate the Agreement immediately by written notice if:
(a) the Client fails to pay any amount due and that failure continues for more than 14 days after the Agency gives written notice requiring payment;
(b) the Client becomes insolvent, is placed into administration or liquidation, or enters into any arrangement with creditors;
(c) the Client engages in conduct that the Agency reasonably considers to be unlawful, abusive, or harmful to the Agency's staff or reputation; or
(d) the Client materially breaches the Agreement and fails to remedy that breach within 14 days of written notice.
5.8 Where the Agency terminates under this clause, the Client remains liable for all fees incurred up to the date of termination. The early termination provisions above do not apply where the Agency is the terminating party.
6. Credits
6.1 The Agency may, at its sole discretion, issue a Credit to the Client by way of goodwill, as part of a dispute resolution, or in acknowledgment of a service delivery issue.
6.2 The issuance of a Credit does not constitute an admission of fault or liability by the Agency.
6.3 All Credits:
(a) must be applied to future invoices issued by the Agency within 12 months of the date on which the Credit is issued;
(b) will expire automatically at the end of that 12-month period; and
(c) cannot be redeemed for cash, transferred to a third party, or carried over beyond the expiry date under any circumstances.
6.4 Once a Credit has expired, the Client has no entitlement to the value of that Credit in any form. The Agency will not reissue an expired Credit.
6.5 Credits may only be applied to services provided by the Agency and cannot be used to offset fees payable to Third-Party Platforms, ad spend, or expenses incurred on the Client's behalf.
7. Intellectual Property
7.1 Subject to full payment of all fees owing, the Agency assigns to the Client ownership of the final deliverables produced specifically for the Client under the Agreement.
7.2 The Agency retains ownership of all underlying intellectual property, tools, methodologies, frameworks, templates, and pre-existing materials used in the creation of those deliverables. No assignment of those underlying rights occurs under this Agreement.
7.3 Where the Agency uses licensed third-party assets (including stock photography, fonts, icons, software, or templates), the Client's right to use those assets is subject to the terms of the applicable third-party licence. The Agency will notify the Client if any specific licence restrictions apply.
7.4 The Client warrants that any materials it provides to the Agency (including logos, images, copy, trade marks, and brand assets) do not infringe the intellectual property rights of any third party, and the Client indemnifies the Agency against any claim arising from those materials.
7.5 The Agency reserves the right to display work produced for the Client in its portfolio, case studies, and marketing materials unless the Client requests otherwise in writing.
8. Client Obligations and Approvals
8.1 The Client agrees to provide the Agency with timely access to all information, materials, login credentials, brand assets, and approvals reasonably required to deliver the services.
8.2 Where the Agency requests the Client's approval or feedback, the Client agrees to respond within 5 business days. If the Client does not respond within that period, the Agency may proceed with delivery on the basis of the most recent version submitted, and any resulting issues are at the Client's risk.
8.3 Once the Client approves content - whether expressly or by failing to respond within the stated period - the Agency accepts no liability for errors, omissions, or performance issues in the approved content.
8.4 The Client acknowledges that delays caused by the Client's failure to provide timely approvals, materials, or instructions may affect delivery timelines. The Agency will not be held in breach of the Agreement where such delays are attributable to the Client.
8.5 The Client is responsible for ensuring that any instructions it provides to the Agency do not breach any applicable law, regulation, advertising standard, or platform policy. The Agency will not be held liable for content produced in accordance with Client instructions that are later found to be non-compliant.
9. Paid Advertising
9.1 Where the Agency manages paid advertising campaigns on the Client's behalf, the Client acknowledges that ad spend is paid directly to the relevant platform (such as Meta or Google) and is separate from the Agency's management fees.
9.2 The Agency does not guarantee specific results from paid advertising, including return on ad spend, cost per lead, or conversion rates. Performance will vary based on factors outside the Agency's control, including platform algorithms, audience behaviour, market conditions, and budget.
9.3 The Client is responsible for ensuring that ad spend budgets are maintained at agreed levels. The Agency may pause campaigns where the Client's ad account has insufficient funds.
9.4 The Client is responsible for maintaining valid payment methods on all advertising accounts. The Agency accepts no liability for campaign disruptions caused by the Client's failure to maintain adequate account funding.
9.5 Any credits or refunds issued directly by advertising platforms are the Client's entitlement and are separate from any Credits issued by the Agency.
10. AI-Generated Content
10.1 The Agency may use AI Tools to assist in the creation of Content, including the drafting of copy, generation of images, production of video, and other creative outputs. The Agency will exercise reasonable judgement and oversight in the use of such tools.
Copyright and Intellectual Property Risks
10.2 The Client acknowledges that the use of AI Tools carries inherent risks in relation to copyright, intellectual property rights, and originality, including:
(a) the possibility that AI-generated outputs may be similar or identical to outputs generated for other users of the same platform;
(b) uncertainty regarding the ownership and copyright status of AI-generated content under current Australian law; and
(c) the risk that the training data used by Third-Party AI platforms may include copyrighted material that could give rise to infringement claims by third parties.
10.3 The Agency does not warrant that AI-generated Content is free from copyright claims, plagiarism, or intellectual property risk. To the fullest extent permitted by law, the Agency excludes all liability for any claims, losses, damages, or costs arising from:
(a) any third-party claim that AI-generated Content infringes copyright or other intellectual property rights, where that claim arises from the AI platform's training data, outputs, or underlying model rather than from any act or omission of the Agency;
(b) any changes to applicable law or platform policies regarding the ownership or copyright status of AI-generated content; and
(c) any claim brought against the Client by a third party in connection with AI-generated Content delivered by the Agency under this Agreement.
10.4 Where the Agency uses a specific AI platform that is the subject of known intellectual property litigation or regulatory action, the Agency will take reasonable steps to notify the Client. However, the Agency is not responsible for monitoring all such proceedings and cannot guarantee awareness of all relevant matters.
10.5 The Client indemnifies the Agency against any third-party claim arising from the Client's use, publication, or distribution of AI-generated Content that has been approved by the Client.
10.6 The Client is encouraged to seek its own legal advice regarding the copyright status and permissible use of AI-generated Content before publishing or commercialising such Content.
11. AI Setup and Configuration Services
11.1 Where the Agency provides AI Setup Services, including configuring AI agents, system prompts, assistants, or workflow automations on behalf of the Client, the provisions of this section apply.
11.2 The Agency will provide the AI Setup Services using reasonable skill and care and in accordance with the scope agreed in the relevant Agreement.
11.3 The Client acknowledges that:
(a) AI Tools are provided by third parties and the Agency has no control over changes to those platforms, including changes to functionality, pricing, terms of service, or availability;
(b) AI-generated outputs produced by any configured AI Tool may vary in quality, accuracy, and appropriateness, and the Client is responsible for reviewing outputs before relying on or publishing them;
(c) any system prompt, workflow, or configuration created by the Agency for the Client is a deliverable subject to these Terms and Conditions, including the intellectual property provisions in section 7; and
(d) AI Tools may produce outputs that are factually incorrect, incomplete, or inappropriate. The Agency accepts no liability for any loss or damage arising from the Client's reliance on AI-generated outputs.
11.4 Where the Agency configures an AI Tool using the Client's data, systems, or credentials, the Client warrants that it has all necessary rights and permissions to provide that access, and indemnifies the Agency against any claim arising from the Client's failure to do so.
11.5 The Agency is not responsible for maintaining, updating, or troubleshooting AI Tool configurations beyond the scope of the agreed services, including where issues arise from platform updates or changes made by the Client or a third party after delivery.
11.6 Any subscription or licence fees payable to third-party AI platforms are the Client's responsibility, unless expressly included in the Agency's fee.
11.7 The Agency does not provide legal advice regarding the use of AI Tools, including compliance with the Privacy Act 1988 (Cth), the Australian Consumer Law, or any other applicable law. The Client is responsible for ensuring its use of AI Tools complies with all applicable legal and regulatory requirements.
12. Confidentiality
12.1 Each party agrees to keep confidential all information disclosed by the other party that is marked as confidential or that a reasonable person would understand to be confidential, and to use such information only for the purposes of the Agreement.
12.2 The confidentiality obligations in this clause do not apply to information that:
(a) is or becomes publicly available other than through a breach of this clause;
(b) was already known to the receiving party at the time of disclosure; or
(c) is required to be disclosed by law, court order, or regulatory authority.
12.3 The Agency may disclose Client information to its employees, subcontractors, and advisers on a need-to-know basis, provided those parties are bound by equivalent confidentiality obligations.
12.4 The obligations under this section survive termination of the Agreement.
13. Privacy
13.1 The Agency handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. The Agency's Privacy Policy, available at www.codiagency.com.au, sets out how personal information is collected, used, disclosed, and managed.
13.2 Where the Agency processes personal information on the Client's behalf as part of the services, each party will comply with all applicable privacy laws, and the Client warrants that it has obtained all necessary consents to enable the Agency to process that information.
14. Limitation of Liability
14.1 To the fullest extent permitted by law, the Agency's total aggregate liability to the Client for any claim arising under or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total fees paid by the Client to the Agency in the three (3) months immediately preceding the event giving rise to the claim.
14.2 To the fullest extent permitted by law, the Agency excludes all liability for:
(a) indirect, consequential, special, or incidental loss or damage;
(b) loss of revenue, profit, opportunity, data, or business;
(c) loss or damage arising from the Client's reliance on AI-generated Content or AI Tool outputs;
(d) loss or damage arising from the acts or omissions of Third-Party Platforms;
(e) disruption to or failure of Third-Party Platforms, including advertising platforms and AI Tools; and
(f) any claim arising from content approved by the Client
.
14.3 Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by law that cannot lawfully be excluded or limited, including guarantees under the Australian Consumer Law.
14.4 Where the Australian Consumer Law applies to the services and the Agency is permitted to limit its liability, the Agency's liability is limited to re-supplying the services or paying the cost of having the services supplied again.
15. Indemnity
15.1 The Client indemnifies the Agency and its officers, employees, and subcontractors against all claims, losses, damages, costs, and expenses (including reasonable legal costs) arising from:
(a) the Client's breach of this Agreement;
(b) any claim by a third party arising from Client-supplied materials, including that such materials infringe any third party's intellectual property rights;
(c) the Client's use, publication, or distribution of Content, including AI-generated Content, that has been approved by the Client; and
(d) the Client's instructions to the Agency that result in a breach of applicable law, advertising standards, or platform policies.
16. Revisions and Change Requests
16.1 Unless otherwise specified in the Agreement, the Agency will provide the number of revision rounds set out in the relevant Proposal or Statement of Work.
16.2 Revisions are limited to amendments within the original scope of the brief. Requests that materially change the direction, scope, or nature of the work may be treated as a new project and quoted separately.
16.3 Revision requests must be submitted within 5 business days of the Agency delivering work for review. After that period, delivered work will be deemed accepted.
16.4 Revisions requested after final approval, or in excess of the agreed revision allowance, will be charged at the Agency's standard hourly rate as notified from time to time.
17. Third-Party Platforms and Services
17.1 The Agency may recommend, use, or set up access to Third-Party Platforms on the Client's behalf. The Client acknowledges that:
(a) all Third-Party Platforms are subject to their own terms of service, pricing, and policies, which may change without notice;
(b) the Agency has no control over Third-Party Platforms and is not liable for any changes to, suspension of, or termination of those platforms;
(c) the Client is responsible for maintaining its own accounts and complying with the terms of service of any Third-Party Platform; and
(d) where the Agency manages Third-Party Platform accounts on the Client's behalf, the Client remains the account holder and is responsible for any obligations arising under those accounts.
17.2 If a Third-Party Platform changes its policies, algorithms, or functionality in a way that affects the Agency's ability to deliver the agreed services, the Agency will notify the Client and the parties will negotiate in good faith to agree on an amended approach. The Agency will not be in breach of the Agreement as a result of such changes.
18. Social Media Management
18.1 Where the Agency provides social media management services, the Client agrees to:
(a) provide the Agency with timely access to all required accounts and credentials;
(b) notify the Agency promptly of any issues, complaints, or incidents on the Client's social media accounts that may affect the Agency's management of those accounts;
(c) not post, publish, or respond to content on managed accounts without first informing the Agency, where doing so may be inconsistent with the agreed content strategy; and
(d) review and approve a content calendar or schedule as requested by the Agency in accordance with section 8.
18.2 The Agency is not responsible for monitoring managed accounts outside of agreed working hours unless a specific monitoring service is included in the Agreement.
18.3 The Client accepts full responsibility for any content it posts directly to managed accounts, and the Agency accepts no liability for such content.
19. Dispute Resolution
19.1 If a dispute arises between the parties in connection with this Agreement, the parties agree to attempt to resolve the dispute through good faith negotiation before initiating any formal legal proceedings.
19.2 Either party may initiate this process by giving written notice to the other party setting out the nature of the dispute and the resolution sought. The parties will meet or correspond within 10 business days of that notice to attempt resolution.
19.3 If the dispute is not resolved within 20 business days of the initial notice (or such longer period as the parties agree), either party may refer the matter to mediation administered by a mutually agreed mediator, or if no agreement is reached, by the Resolution Institute or a similar body.
19.4 Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court.
20. Governing Law and Jurisdiction
20.1 This Agreement is governed by the laws of the State of Victoria, Australia.
20.2 Each party submits to the non-exclusive jurisdiction of the courts of Victoria and any courts of appeal from those courts.
21. General
21.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations, negotiations, and agreements.
21.2 If any provision of this Agreement is invalid, illegal, or unenforceable, it will be severed from the Agreement and the remaining provisions will continue in full force and effect.
21.3 A waiver of any right or remedy under this Agreement is only effective if given in writing and does not constitute a waiver of any subsequent breach or default.
21.4 The Agency may assign its rights and obligations under this Agreement to any related body corporate or in connection with a sale of the Agency's business. The Client may not assign its rights or obligations without the prior written consent of the Agency.
21.5 Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.
21.6 Notices under this Agreement must be given in writing and delivered by email, hand, or post to the address last notified by each party. Emails are deemed received on the next business day following transmission.
TERMS AND CONDITIONS OF SERVICE
1. Definitions
In these Terms and Conditions, the following definitions apply:
"Agency" means Capital C Ventures Pty Ltd trading as CODI Agency (ABN: 89 607 269 321).
"Agreement" means the combination of these Terms and Conditions together with any signed Proposal, Statement of Work, or Service Agreement between the Agency and the Client.
"AI Tools" means any artificial intelligence software, platforms, language models, image generators, or AI-powered content creation tools used by the Agency in the delivery of its services, including but not limited to Claude (Anthropic), ChatGPT (OpenAI), Midjourney, and similar platforms.
"AI Setup Services" means any services provided by the Agency to configure, customise, or implement AI Tools on behalf of the Client, including the setup of AI agents, system prompts, workflows, and integrations.
"Client" means the individual, company, or entity that has engaged the Agency for the provision of services.
"Commencement Date" means the date specified in the Agreement, or the date the Client first receives services if no date is specified.
"Content" means all text, images, graphics, video, audio, copy, creative assets, and other material produced by the Agency in connection with the services.
"Credit" means any monetary amount offered by the Agency to the Client by way of goodwill, dispute resolution, service failure, or other agreement, which may be applied against future invoices.
"Services" means the digital marketing services provided by the Agency, including social media management, content creation, communications strategy, paid advertising, website support, AI Setup Services, and any other services detailed in the Agreement.
"Term" means the period during which the Agency is engaged to provide services, as specified in the Agreement.
"Third-Party Platforms" means any external platforms, tools, or services used in the delivery of services, including but not limited to Meta, Google, LinkedIn, TikTok, Canva, and AI platforms.
2. Agreement and Acceptance
2.1 By signing a Proposal or Statement of Work, making payment, or instructing the Agency to commence services, the Client agrees to be bound by these Terms and Conditions in full.
2.2 These Terms and Conditions apply to all services provided by the Agency and supersede any prior verbal or written representations to the extent of any inconsistency.
2.3 The Agency reserves the right to update these Terms and Conditions from time to time. Clients will be notified of material changes with no less than 14 days' written notice.
3. Services
3.1 The Agency will provide the services as outlined in the signed Agreement, Proposal, or Statement of Work.
3.2 The scope of services is limited to what is expressly described in the Agreement. Any additional services requested by the Client outside of that scope will be subject to a separate agreement and additional fees.
3.3 The Agency will use reasonable skill and care in delivering the services but does not guarantee specific outcomes, including but not limited to follower growth, engagement rates, lead volume, paid advertising performance, or search rankings. Digital marketing results are subject to many external factors outside the Agency's control.
3.4 The Agency may engage subcontractors or third-party specialists to assist in the delivery of services. The Agency remains responsible for the quality of work delivered.
3.5 The Agency reserves the right to decline work that it deems to be unlawful, misleading, defamatory, or inconsistent with its values.
4. Fees and Payment
4.1 Fees are as set out in the Agreement. Unless otherwise stated, all fees are quoted in Australian dollars (AUD) and are exclusive of GST.
4.2 GST will be added to all invoices at the prevailing rate where applicable.
4.3 Invoices are issued in accordance with the payment schedule set out in the Agreement. Where no schedule is specified, invoices are due within 14 days of the date of issue.
4.4 Payment may be made by bank transfer, credit card, or such other method as agreed in writing. The Agency reserves the right to charge a processing fee for credit card payments.
4.5 If an invoice is not paid by the due date:
(a) the Agency may charge interest on the outstanding amount at a rate of 10% per annum, calculated daily from the due date until the date of payment;
(b) the Agency may suspend delivery of services until the outstanding amount is paid in full; and
(c) the Agency may recover from the Client any reasonable costs incurred in pursuing the outstanding debt, including legal costs on a solicitor-client basis.
4.6 The Agency is not obliged to commence or continue work where payment is outstanding.
4.7 All fees paid are non-refundable unless otherwise expressly agreed in writing or required by law.
5. Term and Termination
5.1 The Agreement commences on the Commencement Date and continues for the Term specified in the Agreement.
5.2 Unless otherwise specified, retainer agreements operate on a rolling monthly basis following the expiry of any minimum term, and may be cancelled by either party with 30 days' written notice.
Early Termination by the Client
5.3 If the Client terminates the Agreement before the end of the agreed Term for any reason other than a material breach by the Agency that has not been remedied within 14 days of written notice, the Client will be liable to pay the Agency the full amount of fees that would have been payable for the remainder of the Term.
5.4 For the avoidance of doubt, if the Client holds a 12-month agreement and terminates at month 4, the Client is required to pay the remaining 8 months of fees in full, regardless of whether services are delivered for that period.
5.5 The early termination payment is due within 14 days of the date of termination. Standard late payment provisions apply to any amount not paid by this date.
5.6 The Agency acknowledges that this clause reflects the genuine pre-estimate of loss the Agency would suffer as a result of early termination, including lost revenue, committed staff time, and associated overheads.
Termination by the Agency
5.7 The Agency may terminate the Agreement immediately by written notice if:
(a) the Client fails to pay any amount due and that failure continues for more than 14 days after the Agency gives written notice requiring payment;
(b) the Client becomes insolvent, is placed into administration or liquidation, or enters into any arrangement with creditors;
(c) the Client engages in conduct that the Agency reasonably considers to be unlawful, abusive, or harmful to the Agency's staff or reputation; or
(d) the Client materially breaches the Agreement and fails to remedy that breach within 14 days of written notice.
5.8 Where the Agency terminates under this clause, the Client remains liable for all fees incurred up to the date of termination. The early termination provisions above do not apply where the Agency is the terminating party.
6. Credits
6.1 The Agency may, at its sole discretion, issue a Credit to the Client by way of goodwill, as part of a dispute resolution, or in acknowledgment of a service delivery issue.
6.2 The issuance of a Credit does not constitute an admission of fault or liability by the Agency.
6.3 All Credits:
(a) must be applied to future invoices issued by the Agency within 12 months of the date on which the Credit is issued;
(b) will expire automatically at the end of that 12-month period; and
(c) cannot be redeemed for cash, transferred to a third party, or carried over beyond the expiry date under any circumstances.
6.4 Once a Credit has expired, the Client has no entitlement to the value of that Credit in any form. The Agency will not reissue an expired Credit.
6.5 Credits may only be applied to services provided by the Agency and cannot be used to offset fees payable to Third-Party Platforms, ad spend, or expenses incurred on the Client's behalf.
7. Intellectual Property
7.1 Subject to full payment of all fees owing, the Agency assigns to the Client ownership of the final deliverables produced specifically for the Client under the Agreement.
7.2 The Agency retains ownership of all underlying intellectual property, tools, methodologies, frameworks, templates, and pre-existing materials used in the creation of those deliverables. No assignment of those underlying rights occurs under this Agreement.
7.3 Where the Agency uses licensed third-party assets (including stock photography, fonts, icons, software, or templates), the Client's right to use those assets is subject to the terms of the applicable third-party licence. The Agency will notify the Client if any specific licence restrictions apply.
7.4 The Client warrants that any materials it provides to the Agency (including logos, images, copy, trade marks, and brand assets) do not infringe the intellectual property rights of any third party, and the Client indemnifies the Agency against any claim arising from those materials.
7.5 The Agency reserves the right to display work produced for the Client in its portfolio, case studies, and marketing materials unless the Client requests otherwise in writing.
8. Client Obligations and Approvals
8.1 The Client agrees to provide the Agency with timely access to all information, materials, login credentials, brand assets, and approvals reasonably required to deliver the services.
8.2 Where the Agency requests the Client's approval or feedback, the Client agrees to respond within 5 business days. If the Client does not respond within that period, the Agency may proceed with delivery on the basis of the most recent version submitted, and any resulting issues are at the Client's risk.
8.3 Once the Client approves content - whether expressly or by failing to respond within the stated period - the Agency accepts no liability for errors, omissions, or performance issues in the approved content.
8.4 The Client acknowledges that delays caused by the Client's failure to provide timely approvals, materials, or instructions may affect delivery timelines. The Agency will not be held in breach of the Agreement where such delays are attributable to the Client.
8.5 The Client is responsible for ensuring that any instructions it provides to the Agency do not breach any applicable law, regulation, advertising standard, or platform policy. The Agency will not be held liable for content produced in accordance with Client instructions that are later found to be non-compliant.
9. Paid Advertising
9.1 Where the Agency manages paid advertising campaigns on the Client's behalf, the Client acknowledges that ad spend is paid directly to the relevant platform (such as Meta or Google) and is separate from the Agency's management fees.
9.2 The Agency does not guarantee specific results from paid advertising, including return on ad spend, cost per lead, or conversion rates. Performance will vary based on factors outside the Agency's control, including platform algorithms, audience behaviour, market conditions, and budget.
9.3 The Client is responsible for ensuring that ad spend budgets are maintained at agreed levels. The Agency may pause campaigns where the Client's ad account has insufficient funds.
9.4 The Client is responsible for maintaining valid payment methods on all advertising accounts. The Agency accepts no liability for campaign disruptions caused by the Client's failure to maintain adequate account funding.
9.5 Any credits or refunds issued directly by advertising platforms are the Client's entitlement and are separate from any Credits issued by the Agency.
10. AI-Generated Content
10.1 The Agency may use AI Tools to assist in the creation of Content, including the drafting of copy, generation of images, production of video, and other creative outputs. The Agency will exercise reasonable judgement and oversight in the use of such tools.
Copyright and Intellectual Property Risks
10.2 The Client acknowledges that the use of AI Tools carries inherent risks in relation to copyright, intellectual property rights, and originality, including:
(a) the possibility that AI-generated outputs may be similar or identical to outputs generated for other users of the same platform;
(b) uncertainty regarding the ownership and copyright status of AI-generated content under current Australian law; and
(c) the risk that the training data used by Third-Party AI platforms may include copyrighted material that could give rise to infringement claims by third parties.
10.3 The Agency does not warrant that AI-generated Content is free from copyright claims, plagiarism, or intellectual property risk. To the fullest extent permitted by law, the Agency excludes all liability for any claims, losses, damages, or costs arising from:
(a) any third-party claim that AI-generated Content infringes copyright or other intellectual property rights, where that claim arises from the AI platform's training data, outputs, or underlying model rather than from any act or omission of the Agency;
(b) any changes to applicable law or platform policies regarding the ownership or copyright status of AI-generated content; and
(c) any claim brought against the Client by a third party in connection with AI-generated Content delivered by the Agency under this Agreement.
10.4 Where the Agency uses a specific AI platform that is the subject of known intellectual property litigation or regulatory action, the Agency will take reasonable steps to notify the Client. However, the Agency is not responsible for monitoring all such proceedings and cannot guarantee awareness of all relevant matters.
10.5 The Client indemnifies the Agency against any third-party claim arising from the Client's use, publication, or distribution of AI-generated Content that has been approved by the Client.
10.6 The Client is encouraged to seek its own legal advice regarding the copyright status and permissible use of AI-generated Content before publishing or commercialising such Content.
11. AI Setup and Configuration Services
11.1 Where the Agency provides AI Setup Services, including configuring AI agents, system prompts, assistants, or workflow automations on behalf of the Client, the provisions of this section apply.
11.2 The Agency will provide the AI Setup Services using reasonable skill and care and in accordance with the scope agreed in the relevant Agreement.
11.3 The Client acknowledges that:
(a) AI Tools are provided by third parties and the Agency has no control over changes to those platforms, including changes to functionality, pricing, terms of service, or availability;
(b) AI-generated outputs produced by any configured AI Tool may vary in quality, accuracy, and appropriateness, and the Client is responsible for reviewing outputs before relying on or publishing them;
(c) any system prompt, workflow, or configuration created by the Agency for the Client is a deliverable subject to these Terms and Conditions, including the intellectual property provisions in section 7; and
(d) AI Tools may produce outputs that are factually incorrect, incomplete, or inappropriate. The Agency accepts no liability for any loss or damage arising from the Client's reliance on AI-generated outputs.
11.4 Where the Agency configures an AI Tool using the Client's data, systems, or credentials, the Client warrants that it has all necessary rights and permissions to provide that access, and indemnifies the Agency against any claim arising from the Client's failure to do so.
11.5 The Agency is not responsible for maintaining, updating, or troubleshooting AI Tool configurations beyond the scope of the agreed services, including where issues arise from platform updates or changes made by the Client or a third party after delivery.
11.6 Any subscription or licence fees payable to third-party AI platforms are the Client's responsibility, unless expressly included in the Agency's fee.
11.7 The Agency does not provide legal advice regarding the use of AI Tools, including compliance with the Privacy Act 1988 (Cth), the Australian Consumer Law, or any other applicable law. The Client is responsible for ensuring its use of AI Tools complies with all applicable legal and regulatory requirements.
12. Confidentiality
12.1 Each party agrees to keep confidential all information disclosed by the other party that is marked as confidential or that a reasonable person would understand to be confidential, and to use such information only for the purposes of the Agreement.
12.2 The confidentiality obligations in this clause do not apply to information that:
(a) is or becomes publicly available other than through a breach of this clause;
(b) was already known to the receiving party at the time of disclosure; or
(c) is required to be disclosed by law, court order, or regulatory authority.
12.3 The Agency may disclose Client information to its employees, subcontractors, and advisers on a need-to-know basis, provided those parties are bound by equivalent confidentiality obligations.
12.4 The obligations under this section survive termination of the Agreement.
13. Privacy
13.1 The Agency handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. The Agency's Privacy Policy, available at www.codiagency.com.au, sets out how personal information is collected, used, disclosed, and managed.
13.2 Where the Agency processes personal information on the Client's behalf as part of the services, each party will comply with all applicable privacy laws, and the Client warrants that it has obtained all necessary consents to enable the Agency to process that information.
14. Limitation of Liability
14.1 To the fullest extent permitted by law, the Agency's total aggregate liability to the Client for any claim arising under or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total fees paid by the Client to the Agency in the three (3) months immediately preceding the event giving rise to the claim.
14.2 To the fullest extent permitted by law, the Agency excludes all liability for:
(a) indirect, consequential, special, or incidental loss or damage;
(b) loss of revenue, profit, opportunity, data, or business;
(c) loss or damage arising from the Client's reliance on AI-generated Content or AI Tool outputs;
(d) loss or damage arising from the acts or omissions of Third-Party Platforms;
(e) disruption to or failure of Third-Party Platforms, including advertising platforms and AI Tools; and
(f) any claim arising from content approved by the Client
.
14.3 Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by law that cannot lawfully be excluded or limited, including guarantees under the Australian Consumer Law.
14.4 Where the Australian Consumer Law applies to the services and the Agency is permitted to limit its liability, the Agency's liability is limited to re-supplying the services or paying the cost of having the services supplied again.
15. Indemnity
15.1 The Client indemnifies the Agency and its officers, employees, and subcontractors against all claims, losses, damages, costs, and expenses (including reasonable legal costs) arising from:
(a) the Client's breach of this Agreement;
(b) any claim by a third party arising from Client-supplied materials, including that such materials infringe any third party's intellectual property rights;
(c) the Client's use, publication, or distribution of Content, including AI-generated Content, that has been approved by the Client; and
(d) the Client's instructions to the Agency that result in a breach of applicable law, advertising standards, or platform policies.
16. Revisions and Change Requests
16.1 Unless otherwise specified in the Agreement, the Agency will provide the number of revision rounds set out in the relevant Proposal or Statement of Work.
16.2 Revisions are limited to amendments within the original scope of the brief. Requests that materially change the direction, scope, or nature of the work may be treated as a new project and quoted separately.
16.3 Revision requests must be submitted within 5 business days of the Agency delivering work for review. After that period, delivered work will be deemed accepted.
16.4 Revisions requested after final approval, or in excess of the agreed revision allowance, will be charged at the Agency's standard hourly rate as notified from time to time.
17. Third-Party Platforms and Services
17.1 The Agency may recommend, use, or set up access to Third-Party Platforms on the Client's behalf. The Client acknowledges that:
(a) all Third-Party Platforms are subject to their own terms of service, pricing, and policies, which may change without notice;
(b) the Agency has no control over Third-Party Platforms and is not liable for any changes to, suspension of, or termination of those platforms;
(c) the Client is responsible for maintaining its own accounts and complying with the terms of service of any Third-Party Platform; and
(d) where the Agency manages Third-Party Platform accounts on the Client's behalf, the Client remains the account holder and is responsible for any obligations arising under those accounts.
17.2 If a Third-Party Platform changes its policies, algorithms, or functionality in a way that affects the Agency's ability to deliver the agreed services, the Agency will notify the Client and the parties will negotiate in good faith to agree on an amended approach. The Agency will not be in breach of the Agreement as a result of such changes.
18. Social Media Management
18.1 Where the Agency provides social media management services, the Client agrees to:
(a) provide the Agency with timely access to all required accounts and credentials;
(b) notify the Agency promptly of any issues, complaints, or incidents on the Client's social media accounts that may affect the Agency's management of those accounts;
(c) not post, publish, or respond to content on managed accounts without first informing the Agency, where doing so may be inconsistent with the agreed content strategy; and
(d) review and approve a content calendar or schedule as requested by the Agency in accordance with section 8.
18.2 The Agency is not responsible for monitoring managed accounts outside of agreed working hours unless a specific monitoring service is included in the Agreement.
18.3 The Client accepts full responsibility for any content it posts directly to managed accounts, and the Agency accepts no liability for such content.
19. Dispute Resolution
19.1 If a dispute arises between the parties in connection with this Agreement, the parties agree to attempt to resolve the dispute through good faith negotiation before initiating any formal legal proceedings.
19.2 Either party may initiate this process by giving written notice to the other party setting out the nature of the dispute and the resolution sought. The parties will meet or correspond within 10 business days of that notice to attempt resolution.
19.3 If the dispute is not resolved within 20 business days of the initial notice (or such longer period as the parties agree), either party may refer the matter to mediation administered by a mutually agreed mediator, or if no agreement is reached, by the Resolution Institute or a similar body.
19.4 Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court.
20. Governing Law and Jurisdiction
20.1 This Agreement is governed by the laws of the State of Victoria, Australia.
20.2 Each party submits to the non-exclusive jurisdiction of the courts of Victoria and any courts of appeal from those courts.
21. General
21.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations, negotiations, and agreements.
21.2 If any provision of this Agreement is invalid, illegal, or unenforceable, it will be severed from the Agreement and the remaining provisions will continue in full force and effect.
21.3 A waiver of any right or remedy under this Agreement is only effective if given in writing and does not constitute a waiver of any subsequent breach or default.
21.4 The Agency may assign its rights and obligations under this Agreement to any related body corporate or in connection with a sale of the Agency's business. The Client may not assign its rights or obligations without the prior written consent of the Agency.
21.5 Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.
21.6 Notices under this Agreement must be given in writing and delivered by email, hand, or post to the address last notified by each party. Emails are deemed received on the next business day following transmission.
TERMS AND CONDITIONS OF SERVICE
1. Definitions
In these Terms and Conditions, the following definitions apply:
"Agency" means Capital C Ventures Pty Ltd trading as CODI Agency (ABN: 89 607 269 321).
"Agreement" means the combination of these Terms and Conditions together with any signed Proposal, Statement of Work, or Service Agreement between the Agency and the Client.
"AI Tools" means any artificial intelligence software, platforms, language models, image generators, or AI-powered content creation tools used by the Agency in the delivery of its services, including but not limited to Claude (Anthropic), ChatGPT (OpenAI), Midjourney, and similar platforms.
"AI Setup Services" means any services provided by the Agency to configure, customise, or implement AI Tools on behalf of the Client, including the setup of AI agents, system prompts, workflows, and integrations.
"Client" means the individual, company, or entity that has engaged the Agency for the provision of services.
"Commencement Date" means the date specified in the Agreement, or the date the Client first receives services if no date is specified.
"Content" means all text, images, graphics, video, audio, copy, creative assets, and other material produced by the Agency in connection with the services.
"Credit" means any monetary amount offered by the Agency to the Client by way of goodwill, dispute resolution, service failure, or other agreement, which may be applied against future invoices.
"Services" means the digital marketing services provided by the Agency, including social media management, content creation, communications strategy, paid advertising, website support, AI Setup Services, and any other services detailed in the Agreement.
"Term" means the period during which the Agency is engaged to provide services, as specified in the Agreement.
"Third-Party Platforms" means any external platforms, tools, or services used in the delivery of services, including but not limited to Meta, Google, LinkedIn, TikTok, Canva, and AI platforms.
2. Agreement and Acceptance
2.1 By signing a Proposal or Statement of Work, making payment, or instructing the Agency to commence services, the Client agrees to be bound by these Terms and Conditions in full.
2.2 These Terms and Conditions apply to all services provided by the Agency and supersede any prior verbal or written representations to the extent of any inconsistency.
2.3 The Agency reserves the right to update these Terms and Conditions from time to time. Clients will be notified of material changes with no less than 14 days' written notice.
3. Services
3.1 The Agency will provide the services as outlined in the signed Agreement, Proposal, or Statement of Work.
3.2 The scope of services is limited to what is expressly described in the Agreement. Any additional services requested by the Client outside of that scope will be subject to a separate agreement and additional fees.
3.3 The Agency will use reasonable skill and care in delivering the services but does not guarantee specific outcomes, including but not limited to follower growth, engagement rates, lead volume, paid advertising performance, or search rankings. Digital marketing results are subject to many external factors outside the Agency's control.
3.4 The Agency may engage subcontractors or third-party specialists to assist in the delivery of services. The Agency remains responsible for the quality of work delivered.
3.5 The Agency reserves the right to decline work that it deems to be unlawful, misleading, defamatory, or inconsistent with its values.
4. Fees and Payment
4.1 Fees are as set out in the Agreement. Unless otherwise stated, all fees are quoted in Australian dollars (AUD) and are exclusive of GST.
4.2 GST will be added to all invoices at the prevailing rate where applicable.
4.3 Invoices are issued in accordance with the payment schedule set out in the Agreement. Where no schedule is specified, invoices are due within 14 days of the date of issue.
4.4 Payment may be made by bank transfer, credit card, or such other method as agreed in writing. The Agency reserves the right to charge a processing fee for credit card payments.
4.5 If an invoice is not paid by the due date:
(a) the Agency may charge interest on the outstanding amount at a rate of 10% per annum, calculated daily from the due date until the date of payment;
(b) the Agency may suspend delivery of services until the outstanding amount is paid in full; and
(c) the Agency may recover from the Client any reasonable costs incurred in pursuing the outstanding debt, including legal costs on a solicitor-client basis.
4.6 The Agency is not obliged to commence or continue work where payment is outstanding.
4.7 All fees paid are non-refundable unless otherwise expressly agreed in writing or required by law.
5. Term and Termination
5.1 The Agreement commences on the Commencement Date and continues for the Term specified in the Agreement.
5.2 Unless otherwise specified, retainer agreements operate on a rolling monthly basis following the expiry of any minimum term, and may be cancelled by either party with 30 days' written notice.
Early Termination by the Client
5.3 If the Client terminates the Agreement before the end of the agreed Term for any reason other than a material breach by the Agency that has not been remedied within 14 days of written notice, the Client will be liable to pay the Agency the full amount of fees that would have been payable for the remainder of the Term.
5.4 For the avoidance of doubt, if the Client holds a 12-month agreement and terminates at month 4, the Client is required to pay the remaining 8 months of fees in full, regardless of whether services are delivered for that period.
5.5 The early termination payment is due within 14 days of the date of termination. Standard late payment provisions apply to any amount not paid by this date.
5.6 The Agency acknowledges that this clause reflects the genuine pre-estimate of loss the Agency would suffer as a result of early termination, including lost revenue, committed staff time, and associated overheads.
Termination by the Agency
5.7 The Agency may terminate the Agreement immediately by written notice if:
(a) the Client fails to pay any amount due and that failure continues for more than 14 days after the Agency gives written notice requiring payment;
(b) the Client becomes insolvent, is placed into administration or liquidation, or enters into any arrangement with creditors;
(c) the Client engages in conduct that the Agency reasonably considers to be unlawful, abusive, or harmful to the Agency's staff or reputation; or
(d) the Client materially breaches the Agreement and fails to remedy that breach within 14 days of written notice.
5.8 Where the Agency terminates under this clause, the Client remains liable for all fees incurred up to the date of termination. The early termination provisions above do not apply where the Agency is the terminating party.
6. Credits
6.1 The Agency may, at its sole discretion, issue a Credit to the Client by way of goodwill, as part of a dispute resolution, or in acknowledgment of a service delivery issue.
6.2 The issuance of a Credit does not constitute an admission of fault or liability by the Agency.
6.3 All Credits:
(a) must be applied to future invoices issued by the Agency within 12 months of the date on which the Credit is issued;
(b) will expire automatically at the end of that 12-month period; and
(c) cannot be redeemed for cash, transferred to a third party, or carried over beyond the expiry date under any circumstances.
6.4 Once a Credit has expired, the Client has no entitlement to the value of that Credit in any form. The Agency will not reissue an expired Credit.
6.5 Credits may only be applied to services provided by the Agency and cannot be used to offset fees payable to Third-Party Platforms, ad spend, or expenses incurred on the Client's behalf.
7. Intellectual Property
7.1 Subject to full payment of all fees owing, the Agency assigns to the Client ownership of the final deliverables produced specifically for the Client under the Agreement.
7.2 The Agency retains ownership of all underlying intellectual property, tools, methodologies, frameworks, templates, and pre-existing materials used in the creation of those deliverables. No assignment of those underlying rights occurs under this Agreement.
7.3 Where the Agency uses licensed third-party assets (including stock photography, fonts, icons, software, or templates), the Client's right to use those assets is subject to the terms of the applicable third-party licence. The Agency will notify the Client if any specific licence restrictions apply.
7.4 The Client warrants that any materials it provides to the Agency (including logos, images, copy, trade marks, and brand assets) do not infringe the intellectual property rights of any third party, and the Client indemnifies the Agency against any claim arising from those materials.
7.5 The Agency reserves the right to display work produced for the Client in its portfolio, case studies, and marketing materials unless the Client requests otherwise in writing.
8. Client Obligations and Approvals
8.1 The Client agrees to provide the Agency with timely access to all information, materials, login credentials, brand assets, and approvals reasonably required to deliver the services.
8.2 Where the Agency requests the Client's approval or feedback, the Client agrees to respond within 5 business days. If the Client does not respond within that period, the Agency may proceed with delivery on the basis of the most recent version submitted, and any resulting issues are at the Client's risk.
8.3 Once the Client approves content - whether expressly or by failing to respond within the stated period - the Agency accepts no liability for errors, omissions, or performance issues in the approved content.
8.4 The Client acknowledges that delays caused by the Client's failure to provide timely approvals, materials, or instructions may affect delivery timelines. The Agency will not be held in breach of the Agreement where such delays are attributable to the Client.
8.5 The Client is responsible for ensuring that any instructions it provides to the Agency do not breach any applicable law, regulation, advertising standard, or platform policy. The Agency will not be held liable for content produced in accordance with Client instructions that are later found to be non-compliant.
9. Paid Advertising
9.1 Where the Agency manages paid advertising campaigns on the Client's behalf, the Client acknowledges that ad spend is paid directly to the relevant platform (such as Meta or Google) and is separate from the Agency's management fees.
9.2 The Agency does not guarantee specific results from paid advertising, including return on ad spend, cost per lead, or conversion rates. Performance will vary based on factors outside the Agency's control, including platform algorithms, audience behaviour, market conditions, and budget.
9.3 The Client is responsible for ensuring that ad spend budgets are maintained at agreed levels. The Agency may pause campaigns where the Client's ad account has insufficient funds.
9.4 The Client is responsible for maintaining valid payment methods on all advertising accounts. The Agency accepts no liability for campaign disruptions caused by the Client's failure to maintain adequate account funding.
9.5 Any credits or refunds issued directly by advertising platforms are the Client's entitlement and are separate from any Credits issued by the Agency.
10. AI-Generated Content
10.1 The Agency may use AI Tools to assist in the creation of Content, including the drafting of copy, generation of images, production of video, and other creative outputs. The Agency will exercise reasonable judgement and oversight in the use of such tools.
Copyright and Intellectual Property Risks
10.2 The Client acknowledges that the use of AI Tools carries inherent risks in relation to copyright, intellectual property rights, and originality, including:
(a) the possibility that AI-generated outputs may be similar or identical to outputs generated for other users of the same platform;
(b) uncertainty regarding the ownership and copyright status of AI-generated content under current Australian law; and
(c) the risk that the training data used by Third-Party AI platforms may include copyrighted material that could give rise to infringement claims by third parties.
10.3 The Agency does not warrant that AI-generated Content is free from copyright claims, plagiarism, or intellectual property risk. To the fullest extent permitted by law, the Agency excludes all liability for any claims, losses, damages, or costs arising from:
(a) any third-party claim that AI-generated Content infringes copyright or other intellectual property rights, where that claim arises from the AI platform's training data, outputs, or underlying model rather than from any act or omission of the Agency;
(b) any changes to applicable law or platform policies regarding the ownership or copyright status of AI-generated content; and
(c) any claim brought against the Client by a third party in connection with AI-generated Content delivered by the Agency under this Agreement.
10.4 Where the Agency uses a specific AI platform that is the subject of known intellectual property litigation or regulatory action, the Agency will take reasonable steps to notify the Client. However, the Agency is not responsible for monitoring all such proceedings and cannot guarantee awareness of all relevant matters.
10.5 The Client indemnifies the Agency against any third-party claim arising from the Client's use, publication, or distribution of AI-generated Content that has been approved by the Client.
10.6 The Client is encouraged to seek its own legal advice regarding the copyright status and permissible use of AI-generated Content before publishing or commercialising such Content.
11. AI Setup and Configuration Services
11.1 Where the Agency provides AI Setup Services, including configuring AI agents, system prompts, assistants, or workflow automations on behalf of the Client, the provisions of this section apply.
11.2 The Agency will provide the AI Setup Services using reasonable skill and care and in accordance with the scope agreed in the relevant Agreement.
11.3 The Client acknowledges that:
(a) AI Tools are provided by third parties and the Agency has no control over changes to those platforms, including changes to functionality, pricing, terms of service, or availability;
(b) AI-generated outputs produced by any configured AI Tool may vary in quality, accuracy, and appropriateness, and the Client is responsible for reviewing outputs before relying on or publishing them;
(c) any system prompt, workflow, or configuration created by the Agency for the Client is a deliverable subject to these Terms and Conditions, including the intellectual property provisions in section 7; and
(d) AI Tools may produce outputs that are factually incorrect, incomplete, or inappropriate. The Agency accepts no liability for any loss or damage arising from the Client's reliance on AI-generated outputs.
11.4 Where the Agency configures an AI Tool using the Client's data, systems, or credentials, the Client warrants that it has all necessary rights and permissions to provide that access, and indemnifies the Agency against any claim arising from the Client's failure to do so.
11.5 The Agency is not responsible for maintaining, updating, or troubleshooting AI Tool configurations beyond the scope of the agreed services, including where issues arise from platform updates or changes made by the Client or a third party after delivery.
11.6 Any subscription or licence fees payable to third-party AI platforms are the Client's responsibility, unless expressly included in the Agency's fee.
11.7 The Agency does not provide legal advice regarding the use of AI Tools, including compliance with the Privacy Act 1988 (Cth), the Australian Consumer Law, or any other applicable law. The Client is responsible for ensuring its use of AI Tools complies with all applicable legal and regulatory requirements.
12. Confidentiality
12.1 Each party agrees to keep confidential all information disclosed by the other party that is marked as confidential or that a reasonable person would understand to be confidential, and to use such information only for the purposes of the Agreement.
12.2 The confidentiality obligations in this clause do not apply to information that:
(a) is or becomes publicly available other than through a breach of this clause;
(b) was already known to the receiving party at the time of disclosure; or
(c) is required to be disclosed by law, court order, or regulatory authority.
12.3 The Agency may disclose Client information to its employees, subcontractors, and advisers on a need-to-know basis, provided those parties are bound by equivalent confidentiality obligations.
12.4 The obligations under this section survive termination of the Agreement.
13. Privacy
13.1 The Agency handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. The Agency's Privacy Policy, available at www.codiagency.com.au, sets out how personal information is collected, used, disclosed, and managed.
13.2 Where the Agency processes personal information on the Client's behalf as part of the services, each party will comply with all applicable privacy laws, and the Client warrants that it has obtained all necessary consents to enable the Agency to process that information.
14. Limitation of Liability
14.1 To the fullest extent permitted by law, the Agency's total aggregate liability to the Client for any claim arising under or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total fees paid by the Client to the Agency in the three (3) months immediately preceding the event giving rise to the claim.
14.2 To the fullest extent permitted by law, the Agency excludes all liability for:
(a) indirect, consequential, special, or incidental loss or damage;
(b) loss of revenue, profit, opportunity, data, or business;
(c) loss or damage arising from the Client's reliance on AI-generated Content or AI Tool outputs;
(d) loss or damage arising from the acts or omissions of Third-Party Platforms;
(e) disruption to or failure of Third-Party Platforms, including advertising platforms and AI Tools; and
(f) any claim arising from content approved by the Client
.
14.3 Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by law that cannot lawfully be excluded or limited, including guarantees under the Australian Consumer Law.
14.4 Where the Australian Consumer Law applies to the services and the Agency is permitted to limit its liability, the Agency's liability is limited to re-supplying the services or paying the cost of having the services supplied again.
15. Indemnity
15.1 The Client indemnifies the Agency and its officers, employees, and subcontractors against all claims, losses, damages, costs, and expenses (including reasonable legal costs) arising from:
(a) the Client's breach of this Agreement;
(b) any claim by a third party arising from Client-supplied materials, including that such materials infringe any third party's intellectual property rights;
(c) the Client's use, publication, or distribution of Content, including AI-generated Content, that has been approved by the Client; and
(d) the Client's instructions to the Agency that result in a breach of applicable law, advertising standards, or platform policies.
16. Revisions and Change Requests
16.1 Unless otherwise specified in the Agreement, the Agency will provide the number of revision rounds set out in the relevant Proposal or Statement of Work.
16.2 Revisions are limited to amendments within the original scope of the brief. Requests that materially change the direction, scope, or nature of the work may be treated as a new project and quoted separately.
16.3 Revision requests must be submitted within 5 business days of the Agency delivering work for review. After that period, delivered work will be deemed accepted.
16.4 Revisions requested after final approval, or in excess of the agreed revision allowance, will be charged at the Agency's standard hourly rate as notified from time to time.
17. Third-Party Platforms and Services
17.1 The Agency may recommend, use, or set up access to Third-Party Platforms on the Client's behalf. The Client acknowledges that:
(a) all Third-Party Platforms are subject to their own terms of service, pricing, and policies, which may change without notice;
(b) the Agency has no control over Third-Party Platforms and is not liable for any changes to, suspension of, or termination of those platforms;
(c) the Client is responsible for maintaining its own accounts and complying with the terms of service of any Third-Party Platform; and
(d) where the Agency manages Third-Party Platform accounts on the Client's behalf, the Client remains the account holder and is responsible for any obligations arising under those accounts.
17.2 If a Third-Party Platform changes its policies, algorithms, or functionality in a way that affects the Agency's ability to deliver the agreed services, the Agency will notify the Client and the parties will negotiate in good faith to agree on an amended approach. The Agency will not be in breach of the Agreement as a result of such changes.
18. Social Media Management
18.1 Where the Agency provides social media management services, the Client agrees to:
(a) provide the Agency with timely access to all required accounts and credentials;
(b) notify the Agency promptly of any issues, complaints, or incidents on the Client's social media accounts that may affect the Agency's management of those accounts;
(c) not post, publish, or respond to content on managed accounts without first informing the Agency, where doing so may be inconsistent with the agreed content strategy; and
(d) review and approve a content calendar or schedule as requested by the Agency in accordance with section 8.
18.2 The Agency is not responsible for monitoring managed accounts outside of agreed working hours unless a specific monitoring service is included in the Agreement.
18.3 The Client accepts full responsibility for any content it posts directly to managed accounts, and the Agency accepts no liability for such content.
19. Dispute Resolution
19.1 If a dispute arises between the parties in connection with this Agreement, the parties agree to attempt to resolve the dispute through good faith negotiation before initiating any formal legal proceedings.
19.2 Either party may initiate this process by giving written notice to the other party setting out the nature of the dispute and the resolution sought. The parties will meet or correspond within 10 business days of that notice to attempt resolution.
19.3 If the dispute is not resolved within 20 business days of the initial notice (or such longer period as the parties agree), either party may refer the matter to mediation administered by a mutually agreed mediator, or if no agreement is reached, by the Resolution Institute or a similar body.
19.4 Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court.
20. Governing Law and Jurisdiction
20.1 This Agreement is governed by the laws of the State of Victoria, Australia.
20.2 Each party submits to the non-exclusive jurisdiction of the courts of Victoria and any courts of appeal from those courts.
21. General
21.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations, negotiations, and agreements.
21.2 If any provision of this Agreement is invalid, illegal, or unenforceable, it will be severed from the Agreement and the remaining provisions will continue in full force and effect.
21.3 A waiver of any right or remedy under this Agreement is only effective if given in writing and does not constitute a waiver of any subsequent breach or default.
21.4 The Agency may assign its rights and obligations under this Agreement to any related body corporate or in connection with a sale of the Agency's business. The Client may not assign its rights or obligations without the prior written consent of the Agency.
21.5 Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.
21.6 Notices under this Agreement must be given in writing and delivered by email, hand, or post to the address last notified by each party. Emails are deemed received on the next business day following transmission.
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