Terms and Conditions

Who these terms apply to

These Terms form an agreement between EMC2 ONLINE PTY LIMITED trading as EMC2 Online (ABN 37 642 080 457, ACN 642 080 457), of Suite 703, Level 7, 155 King Street, Sydney NSW 2000 (EMC2 Online, we, us), and the person or organisation identified in the online order (Client, you). Contact: info@emc2online.com.au or 02 8078 6684.

These Terms apply to an eligible standard service bought through the EMC2 Online website. The order summary, the service description shown before payment and these Terms form the agreement. If they conflict, the order summary controls the commercial details for that order, then the relevant service terms below, then the general terms.

Custom scopes, negotiated changes and unusual data, security or integration requirements use a separate Service Order and signed Standard Services Agreement. By accepting these Terms, the person completing checkout confirms that they have authority to bind the Client and agrees to electronic communications and records for the transaction.

Using our website

You may use our website to learn about our services, make enquiries, book meetings, buy eligible services and complete onboarding. Website content is general information only and is not legal, financial or tailored marketing advice until we agree a scope with you.

You must not misuse the website, including by attempting to gain unauthorised access to any page, private onboarding link or account; interfering with security, forms, checkout or our systems; using bots, scrapers or automated tools to submit forms or create accounts; uploading malicious code; or providing false information. We may block access, cancel orders or remove onboarding links where we reasonably suspect misuse.

The website design, text, graphics, logos and code are owned by or licensed to EMC2 Online. You may view and print pages for your own business use but must not copy, republish or sell them without our written permission. Links to third-party websites are provided for convenience, and we are not responsible for their content.

Order, fees and GST

All amounts are in Australian dollars and exclude GST unless checkout expressly says otherwise. Checkout shows the service, recurring or project amount, setup fee or approved waiver, GST, initial term and billing frequency before payment.

Advertising media spend, platform charges, domains, third-party licences, premium plugins, stock assets, videography, printing and other third-party costs are excluded unless the order expressly includes them. The Client pays advertising media directly to the relevant platform.

The Client authorises the selected payment provider to store the payment method and charge the amount due at checkout, the displayed recurring fee on each renewal date, an objective advertising spend-tier adjustment made under these Terms, a website balance after the Client approves the finished website, and another amount only where the Client separately approves it in writing. This does not permit arbitrary or undisclosed charges. Setup is charged once and does not repeat on ordinary renewal or an ordinary spend-tier change.

Participating advertising platforms are Google Ads, Meta Ads, Microsoft Ads and ChatGPT Ads management, or as stated on the order; creative add-ons and other products and services are not discounted unless the order says so. Where an order includes more than one participating platform, only the highest one-time setup fee applies. Management for each participating platform is discounted by 10% (two participating platforms) or 15% (three or more) while the qualifying platforms remain active, including platforms added in a later order; in that case the discount for platforms already active applies from their next billing period. If a platform is cancelled, the discount for the remaining platforms is recalculated from the next billing period. Where a new website project (not a landing page) is ordered together with advertising management, the first month of advertising management is free for each advertising platform ordered with the website, including AI Ads; the one-time setup fee is still charged, and setup waivers or setup sales do not apply in addition to the free month. The free month is additional to, and does not count towards, the three-month minimum term, so the minimum term for that advertising management is the free month followed by three paid months. Percentage-of-spend plans are scoped individually, including any multi-platform saving.

Term, renewal and cancellation

Online advertising management (search, Meta and AI Ads, including Meta creative add-ons) and online email marketing management have a three-month initial term beginning on the successful checkout/payment date, unless the order states a later agreed start or a free month applies (see Order, fees and GST). It then continues month-to-month. The first monthly payment covers the first paid service month and is not charged a second time at campaign launch.

Managed Hosting and Website Care continue month-to-month and domain renewals continue yearly, unless the order states another minimum term. One-off website projects continue until the agreed deliverables, handover and payment obligations are complete.

After any initial term, either party may end a recurring service on 30 days written notice. During an initial term, the Client remains responsible for the fees for that term unless EMC2 Online agrees to an early release, the agreement ends for an unremedied material breach, or the Client has a right that cannot lawfully be excluded. EMC2 Online will give a written reminder at least 14 days before a fixed initial term rolls into month-to-month service.

Pauses and retention offers. Where EMC2 Online agrees, the Client may pause an eligible recurring service (advertising, creative or email marketing) for up to 3 months in any 12 months. A pause starts at the end of the period already paid, no fee is charged for the paused service during the pause, billing restarts automatically on the restart date, and paused months do not count towards any minimum term (the minimum term moves later by the paused months). A discount or free month that EMC2 Online offers so the Client keeps a service (a retention offer) applies only after the Client accepts it in writing (for example by the acceptance link EMC2 Online emails), having been shown any new minimum term, its end date and the total cost over that term before accepting. Unless agreed otherwise, one free month includes a new minimum term of the free month plus 3 paid months, and a 3-month discount includes a new minimum term of those 3 months.

Payment failure, suspension and deletion

If a payment fails or becomes overdue, EMC2 Online will notify the Client by email and in My account, and the payment is retried automatically. The Client must keep a valid payment method on file and update it when a card expires. The Client has seven calendar days from the due date to fix the payment.

Pause after 7 days. If an amount is still unpaid seven days after its due date, EMC2 Online may pause the affected service, and anything that depends on it (for example, email accounts on a paused hosting plan), until all overdue amounts for that service are paid. While paused, a website may be offline, mailboxes may stop sending and receiving email, and management work stops. Fees continue to accrue during a pause. EMC2 Online restores a paused service within one business day after payment, automatically where possible. Advertising spend paid directly to an advertising platform is a matter between the Client and that platform.

Ending and deletion after 30 days. If an amount is still unpaid 30 days after its due date, EMC2 Online may end the affected service after giving at least seven days' written notice by email (which may be given while the service is paused). When the service ends, EMC2 Online and its hosting partner may permanently delete the related website files, databases, mailboxes and emails, and backups, and these cannot be recovered afterwards. Domain names, Microsoft 365 and the AI Assistant follow their own sections of these terms.

Client copies. The Client is responsible for keeping its own copies of its website content, data and emails. Before a service ends for non-payment, the Client may ask for an export, which EMC2 Online provides once the overdue amounts are paid.

Liability. To the extent permitted by law, including the Australian Consumer Law, EMC2 Online is not liable for any loss caused by a pause or by the ending and deletion of a service under this section, including lost data, emails, website availability, search rankings, sales or revenue, where EMC2 Online has given the notices described above.

Amounts still payable. Ending a service for non-payment does not cancel amounts already due, fees for the period up to the end date, any remaining minimum-term fees, or committed third-party costs, and EMC2 Online may recover reasonable debt-collection costs where the law allows. Restarting a service after it has ended is a new order, and setup fees may apply. EMC2 Online will not retrospectively charge a spend-tier increase or repeat a setup fee because of a payment failure.

Purchase and service communications

The Client authorises EMC2 Online to use the email address and mobile number supplied to send factual communications reasonably necessary to respond to an enquiry, process and administer the purchase, deliver and support the services, request access or approvals, provide project or campaign updates, issue invoices and payment notices, manage renewals, suspension or cancellation, respond to support matters and send security or legally required notices.

These operational communications may be sent by email or SMS and form part of providing the requested service. The Client must keep its contact details current. EMC2 Online will keep operational messages separate from promotional marketing. Marketing messages are sent only where EMC2 Online has the consent or other permission required by law and include the required unsubscribe method.

Search advertising spend tiers

This section applies separately to Google Ads, Microsoft Ads or ChatGPT Ads when that platform is named in the order. Conversion tracking setup or validation, campaign management, optimisation and agreed reporting are included. Media spend, new websites, landing pages and custom tracking engineering are excluded unless the order says otherwise.

The Client agrees that management is linked to these objective spend bands. If the approved budget or actual platform spend moves into another band, EMC2 Online may adjust the management fee for a future billing cycle after giving written notice and the spend evidence used. The adjustment is prospective, is not backdated and does not repeat setup. Before the effective date, the Client may reduce the approved platform budget to stay in the current band or dispute an apparent calculation error. A verified move to a lower band is applied prospectively on the same basis.

ChatGPT Ads remains subject to platform availability, eligibility and account approval. EMC2 Online does not promise that every Client can advertise on every platform.

Meta Ads and creative

Where Meta Ads is included, management is $790 + GST per month where approved or actual monthly Meta media spend is up to $5,000, and $1,190 + GST per month for $5,001 to $15,000. Above $15,000, management is 15% of monthly Meta media spend + GST unless the order states another accepted calculation, and includes the creative reasonably needed for the campaign. The spend-band rules in the search advertising section apply in the same way. Meta has a one-time setup fee of $750 + GST (unless a bundle or a waiver applies) and the same three-month minimum term as search advertising.

Optional creative add-ons are charged monthly: Creative Lite, $490 + GST for two short videos and two static ads; Creative Growth, $890 + GST for four short videos and four static ads. Videos are edited from footage and assets the Client supplies, licensed stock and design tools. Filming is excluded unless separately quoted. The Client supplies permissioned, usable footage and assets. Unused creative allowances do not roll over unless the order expressly says they do. The Client pays Meta media spend directly.

AI Ads

Where AI Ads is included, campaigns on each platform named in the order (Google Ads, Meta or Microsoft Ads) are built and optimised by an artificial-intelligence advertising platform that EMC2 Online uses on the Client's behalf. The platform recommends changes, and the Client approves them, or enables automatic changes within the budget limits set from the Client's stated monthly media spend. The Client is responsible for the changes it approves or allows automatically. EMC2 Online sets up the campaigns and basic conversion tracking, provides a weekly automated report and a monthly check-in, and does not approve changes on the Client's behalf unless agreed in writing.

The fee is $299 + GST per platform per month. A one-time setup fee applies unless the order shows it waived. Advertising media spend is paid by the Client directly to each platform and is separate from the fee; a monthly media spend of at least $500 per platform is recommended. AI Ads does not include strategy calls, custom creative or landing pages unless the order adds them. Hands-on help from EMC2 Online is available at $120 + GST an hour, billed in 30-minute blocks with the first hour charged in full; additional time is charged only after the Client approves it. The Client may upgrade to a managed advertising plan at any time, and that plan's fee and terms then apply from the change.

AI optimisation depends on the data available, the Client's offer, website and market. EMC2 Online does not guarantee leads, sales, costs or rankings.

Website design and development

The order identifies the platform, page allowance, included forms or integrations and total project fee. Unless expressly included, the Client supplies its final logo, copy, images and product data. Logo design, copywriting, photography, premium licences, bulk data entry, complex migration and custom-coded functionality are excluded.

The normal online project schedule is a 50% deposit at checkout and the 50% balance when the agreed build is finished and before launch. The payment method used for the deposit is stored securely by EMC2 Online's payment provider (EMC2 Online does not hold card or bank details). When EMC2 Online notifies the Client that the website is finished, the Client can approve it and the balance in one step; the balance is charged to the stored payment method only after that approval, or the Client may pay it another way. Indicative delivery after complete inputs and an available production slot is approximately one week for a short landing page, two to four weeks for a standard lead-generation website and four to six weeks for a larger ecommerce website. These are estimates. Express delivery requires a separate written quote.

The Client must provide consolidated feedback through one authorised approver. Unless the order states another period, the Client has five business days after a review or completion notice to identify a material failure to match the agreed deliverable. EMC2 Online will correct verified defects within a reasonable time. New pages, changed direction or added functions are quoted separately. Launch requires the due final balance, approved content, working access, backup/rollback preparation and agreed production tests.

Professional AI Website: AI design and reuse of section designs

A Professional AI Website is planned, written and designed by EMC2 Online's website system, which uses artificial intelligence (Claude models provided by Anthropic) together with EMC2 Online's own section library, design rules and designer checks. The AI writes draft copy, chooses photos and composes page sections from the Client's answers and material.

Section designs and layouts, including new sections the AI composes while building or changing the Client's website, form part of EMC2 Online's library under the Intellectual property section. EMC2 Online may reuse and adapt those designs and layouts for other clients. Reuse covers the design only (structure, arrangement and styling). EMC2 Online never reuses the Client's own content for another client, including text about the Client's business, photos, logo, contact details and reviews. Exclusive designs are available only by written agreement.

AI-written content can contain mistakes. The Client reviews the preview and confirms that names, contact details, prices, licences, opening hours and other claims are accurate before the website goes live; EMC2 Online corrects anything the Client points out. Material the Client provides is processed by EMC2 Online's AI provider only to build and change the Client's website, under commercial terms that do not allow the provider to train its models on it.

AI Assistant

The AI Assistant is a WordPress plugin licensed per website (other platforms may be offered later). The fee is $24.99 + GST a month or $249 + GST a year for each website. Discounts for several websites are available only by written agreement with EMC2 Online. Agencies may provide the AI Assistant to their own clients and remain responsible for them. A licence covers one live website, plus a staging copy of the same website. The Client may give the assistant its own name.

Free trial. New subscriptions start with a 14-day free trial. Card or bank details are taken at sign-up and the first charge is made when the trial ends unless the Client cancels before then, in which case nothing is charged for the licence. EMC2 Online emails a reminder about 3 days before the trial ends. The free trial is the Client's opportunity to try the AI Assistant before paying. The optional setup service ($220 + GST per website, one-time: installation, configuration and training the AI Assistant on the Client's business and brand) is charged when ordered and is not part of the free trial.

Billing and cancelling. The licence renews automatically each month or year until cancelled. The Client may cancel at any time from My account or by email; the licence stays active until the end of the period already paid. EMC2 Online emails a reminder about 14 days before each yearly renewal. If a yearly licence renews and the Client asks within 7 days after the renewal charge, EMC2 Online refunds that renewal in full and the licence ends. Otherwise, and subject to rights that cannot lawfully be excluded, charges already made are not refunded. If a payment fails and is not fixed within 7 days (the same grace period as other services), or the subscription ends, the licence becomes inactive: the AI Assistant stops showing on the website and the plugin shows only the licence screen. The Client's settings and conversations are kept and work again once the licence is active.

AI usage. The AI Assistant uses the Client's own account and API key with the AI provider named in the plugin. AI usage is billed by that provider directly to the Client and is separate from the licence fee; the Client agrees to that provider's terms and usage policies and sets its own spending limits. AI answers can be wrong: the Client is responsible for the instructions, products, prices and other information it gives the AI Assistant, for reviewing conversations, and for its own privacy policy covering the AI Assistant.

Support and updates. Support is by email on business days (Monday to Friday, Sydney time). Updates are provided while the licence is active. The plugin code is released under the GPL; the licence, updates, support and the character artwork are what the fee covers.

Ecommerce

For WooCommerce, Shopify or another selected commerce platform, the order identifies included products, markets, payment methods, shipping/tax scenarios and integrations. The Client is responsible for product accuracy, prices, inventory, tax advice, shipping rules, payment-provider approval, refund/return rules, legal policies and fulfilment.

Subscriptions, marketplaces, ERP or accounting integrations, complex variants, migrations and custom checkout behaviour are excluded unless expressly included. A live store will not launch until the agreed purchase, confirmation, refund and mobile checkout tests pass in the available test environment.

Hosting, domains, Website Care and emergency support

Managed Hosting is provided on the servers of EMC2 Online's Australian hosting partner and managed by EMC2 Online. The processing, memory and storage limits of each plan are shown at the order; email accounts, databases and FTP accounts are unlimited within the plan's storage, and outgoing email is limited to 1,000 messages per hour per account. Hosting includes automatic SSL certificates, hourly backups and a hardware firewall provided by the hosting partner. Backups follow the partner's retention policy and do not replace the Client's own records. Managed Hosting does not include website updates or changes. Email Hosting (mailboxes on EMC2 Online's email servers, without website hosting) is charged per mailbox per month at the storage size shown at the order; mailboxes can be added or removed from the next billing period. Moving existing emails from another provider is not included and is quoted separately. Website Care includes Managed Hosting plus monthly WordPress core, theme and plugin updates, up to 30 minutes of small content changes a month and support replies within one business day. Unused time does not roll over. Website Care does not include a redesign, new functionality, premium licences or repair of a compromise that existed before Website Care started, unless stated.

Where a new website package includes free hosting, the first three months of Managed Hosting (Starter plan) are free. The monthly hosting fee shown at the order is then charged to the saved payment method unless the Client cancels before the free period ends or chooses its own hosting. Where a website package includes a free domain, EMC2 Online registers one .com.au, .net.au, .au or .com domain for the Client, subject to the registry's eligibility rules, with the first year at no charge. It then renews yearly at the renewal fee shown at the order ($39 + GST unless stated) on the saved payment method unless the Client cancels before renewal. Premium domains are excluded. The Client remains the registrant and owner; EMC2 Online provides the transfer code on request once amounts due for the domain are paid.

Emergency Email Fix and Emergency Website Support are one-off services that include the hours shown at the order (5 hours and 3 hours respectively). EMC2 Online starts on the same or next business day after payment and receipt of the access it needs. Additional hours are charged at the hourly rate shown at the order ($120 + GST for email and $180 + GST for websites) only after the Client approves them. Unused included hours do not carry over. EMC2 Online applies reasonable professional care but does not guarantee that a website or data can be recovered, or that email will be placed in the inbox, because those outcomes also depend on backups, content, sending history and third parties. A new email server or sending service is the Client's cost.

Resource, storage, update and support limits are those shown in the order or service description. If the Client leaves, EMC2 Online gives reasonable help to move the website and email. Planned maintenance may require downtime. EMC2 Online uses reasonable care with backups and updates but does not guarantee uninterrupted service. Domain ownership remains with the Client.

Domain renewal and expiry

Domains can be registered or renewed for 1, 2, 3 or 5 years (where the registry allows), at the price shown at checkout; longer terms may be discounted, and a first-year offer, when shown, applies to a 1-year registration only. After the term the domain renews yearly at the current renewal price.

With auto-renew on, EMC2 Online charges the saved payment method about 14 days before the expiry date and renews the domain. The Client can turn auto-renew off at any time in My account, and can renew early from 60 days before expiry; renewing early keeps auto-renew on and moves the next automatic renewal by the renewed term. We send reminders before expiry, but it remains the Client's responsibility to keep a valid payment method and to renew on time.

If a domain expires, its website and email stop working. A .au domain can be renewed at the normal price for up to 30 days after expiry, after which the registry deletes it. A .com, .net or .org domain can usually be renewed at the normal price for about 40 days after expiry; it then enters the registry's redemption period of about 30 days, during which it can be recovered for the renewal price plus a restore fee of $149 + GST. These periods are set by the registries and may change. After that the domain is deleted and may be registered by anyone; EMC2 Online cannot guarantee its recovery and is not liable for loss arising from a domain the Client let expire.

Microsoft 365

Microsoft 365 is a Microsoft service that EMC2 Online resells through its Australian distributor and sets up for the Client. It is separate from Email Hosting. To use it, the Client must accept the Microsoft Customer Agreement (https://aka.ms/customeragreement), which governs the Client's use of Microsoft 365 between the Client and Microsoft. Microsoft is responsible for the availability, security and data handling of Microsoft 365 under that agreement, and EMC2 Online is not liable for Microsoft outages or changes.

Microsoft 365 is priced per user per month and billed yearly in advance: the order shows the monthly price and the yearly amount charged (12 times the monthly price). Each Microsoft 365 order is a 12-month term that renews automatically for another 12 months at the then-current price, charged to the saved payment method on the renewal date, unless the Client cancels before that date. Extra users are bought through the checkout, charged for 12 months from that day and renew on their own yearly date. A one-off setup fee applies when the domain's DNS is managed by another provider, and moving existing mailboxes is charged per mailbox, as shown at the order. Removing users or cancelling stops the next renewal; amounts already paid for the current 12-month term are not refunded, except where the Australian Consumer Law requires it. If Microsoft changes its prices, EMC2 Online may change the per-user price for the next renewal with at least 30 days' written notice, and the Client may cancel before that renewal.

The Client owns and administers its Microsoft 365 account. By approving Connect EMC2, the Client authorises EMC2 Online to add the Client's domain, create users, assign licences and configure email settings (including email authentication such as DKIM) in that account. The Client can remove this access at any time; some setup and support may then need to be done by the Client. The Client keeps its administrator sign-in details secure.

If a Microsoft 365 payment is not made when due, EMC2 Online emails the Client and may suspend the subscription after 14 days, which stops access to email until payment. If it is still unpaid, EMC2 Online may cancel Microsoft 365 at the end of the calendar month in which the payment was due (or, if that is less than 7 days after the due date, at the end of the following month), after a reminder at least 3 days before. When the Client cancels, Microsoft 365 ends at the end of the paid term. When Microsoft 365 is cancelled, Microsoft keeps the mailboxes for a limited time (usually up to 90 days) and then deletes them. The Client is responsible for exporting any email and files it wants to keep before then; on request EMC2 Online can move them to another provider as a quoted service.

Email marketing

If email marketing is included in the order or an accepted scope, the Client warrants that its audience has the consent or other permission required for the proposed messages and supplies accurate suppression, consent and customer data. Included campaigns, flows, segments, copy, design, testing and reporting are limited to the stated quantities. The Client must approve commercial messages before send. Platform charges, data migration, SMS and custom integrations are excluded unless expressly included. EMC2 Online may refuse or pause a send that appears unlawful, misleading, unsafe or likely to damage sending reputation. Online email marketing plans include the number of campaigns per month shown at the order; unused campaigns do not roll over. The one-time setup covers the items listed at the order, and each automation flow is a one-off charge. The email platform subscription (for example Klaviyo, Mailchimp or Brevo) is paid by the Client directly.

Business automation and internal systems

Automation and system-development work requires an accepted process map, integrations, acceptance examples, environments, data boundaries, support period and ownership position. Discovery, build, licences, API use, hosting, monitoring, maintenance and support are separate cost elements unless expressly bundled. Platform/API changes and new workflows are changes in scope unless included support covers them. Automated decisions affecting customers, payments, legal rights or advertising budgets retain the human approvals stated in the accepted scope. No automation is represented as failure-proof.

SEO, AI search, business profiles and tracking

If SEO or AI-search visibility work is included, the order or accepted scope must state the technical work, profile work, content quantities, links/citations and reporting. EMC2 Online does not guarantee rankings, indexation, inclusion in AI-generated answers, traffic, leads or sales. Search-engine changes, website remediation, content production and digital PR outside the stated quantities are excluded. Any six-month or other minimum term applies only when expressly shown before acceptance.

Business profile setup covers creating or claiming and completing the Google Business Profile and/or Bing Places for Business profile stated at the order. Verification is controlled by Google or Microsoft and may need the Client's action; the Client remains the owner of the profile. Ongoing posts, review management and rankings are not included or guaranteed.

Tracking Essentials covers one website and up to 10 events as listed at the order. When ordered with advertising management, the conversion tracking for that advertising platform is part of the advertising setup, and the tracking add-on covers the remaining items listed. Tracking Advanced is scoped and quoted separately. Server-side hosting, consent tools and third-party fees are the Client's cost unless included. Advertising and analytics platforms may change or limit tracking and attribution, so EMC2 Online does not guarantee complete or identical data across platforms.

Client responsibilities and access

The Client must provide accurate information, lawful and permissioned content, timely approvals, one authorised approver and the access reasonably needed to deliver the service. The Client remains responsible for its products, services, prices, claims, licences, regulatory obligations, customer service, fulfilment, privacy notices and business decisions.

Client advertising, analytics, website, domain, commerce and business accounts remain Client-owned. The Client authorises EMC2 Online to manage only selected accounts for the purchased service. Delegated user, partner or manager access must be used where available. Passwords must not be sent through ordinary email, website forms, CRM notes or project tasks.

Third-party platforms may change features or prices, suspend accounts, reject advertising or experience outages. EMC2 Online will use reasonable efforts within scope but does not control those platforms.

Our apps and connected platforms

To deliver services we use internal applications and automations, including the EMC2 ONLINE app, that connect to platforms such as Google Ads, Google Tag Manager, Google Analytics, Meta, Microsoft Advertising, ChatGPT Ads, HighLevel and your website platform. When you approve a manager or partner request, add our access address (access@emc2online.com.au) as a user or authorise a connection, you authorise us to access and act within that platform for the services you have engaged, and you confirm you have authority to grant that access.

You can remove our access at any time. Removing access may prevent us from delivering, measuring or supporting the affected services, and fees already committed for the minimum term remain payable. Your use of each platform remains subject to that platform’s own terms and policies, and we are not responsible for platform outages, policy decisions, account restrictions or changes outside our control. We handle information received from these platforms in accordance with our Privacy Policy, including the Google API Services User Data Policy and its Limited Use requirements.

Changes, delays and handover

A material change to scope, quantity, platform, timing, fee or deliverable requires a written change accepted by both parties. Client delays may move the delivery slot and target date. After ten business days of material Client delay, EMC2 Online may pause affected work; after 30 days, a reasonable restart plan or separately quoted remobilisation may be required.

After payment of undisputed amounts, EMC2 Online will provide a reasonable handover of Client-owned accounts and final paid deliverables within the included scope. Extended migration, emergency transfer, training or data transformation may be quoted separately. Each party must remove access it no longer requires.

Intellectual property

Each party retains its pre-existing material, brands, data, systems and intellectual property. After full payment, the Client owns final bespoke deliverables only to the extent the order says they are transferred.

EMC2 Online retains ownership of reusable templates, libraries, frameworks, methods, prompts, scripts, internal tools, processes, know-how and improvements. EMC2 Online grants the Client a non-exclusive, perpetual licence to use any such material incorporated into a fully paid deliverable as reasonably necessary to use that deliverable. Third-party and open-source material remains subject to its own licence.

The Client warrants it has the rights and approvals needed for supplied material. EMC2 Online may identify the Client or publish work, results or a testimonial only with written approval.

Confidentiality, privacy and security

Each party must protect the other's non-public commercial, technical, personal and security information and use it only for this agreement. EMC2 Online may disclose it only to personnel, managed subcontractors and advisers who need it and are subject to appropriate obligations, or as required by law.

Personal information is handled under the EMC2 Online Privacy Policy. Checkout evidence may include the accepted terms version and hash, order and service details, identity and contact details, timestamp, checkout/session reference, payment reference, IP address and user agent. This evidence is used to administer the agreement, prevent fraud, prove acceptance and meet legal or accounting obligations.

EMC2 Online may use appropriately managed employees and subcontractors, including remote personnel, and remains responsible for managing their work within the agreement. No internet-connected system can be guaranteed completely secure.

Performance and third-party results

EMC2 Online will perform the services with reasonable care and skill. EMC2 Online does not guarantee platform approval, rankings, impressions, clicks, leads, sales, revenue, return on ad spend, uninterrupted availability or another specific commercial result. Forecasts and examples are estimates. Results depend on demand, competition, budget, offer, pricing, website quality, platform decisions, tracking limitations and the Client's response and fulfilment.

EMC2 Online does not provide legal, tax, accounting, financial or other regulated professional advice.

Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies a right, guarantee, remedy or liability that cannot lawfully be excluded, including under the Australian Consumer Law. Where those guarantees apply, services must be supplied with due care and skill, be reasonably fit for a disclosed purpose and be supplied within a reasonable time where no time is fixed.

Subject to rights that cannot be excluded, a change of mind does not by itself create a refund right after work or a service period has begun. Refunds, re-performance, cancellation and other remedies are provided where required by law or expressly agreed.

Liability and indemnities

Subject to the Australian Consumer Law section and to the maximum extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit or opportunity, or loss caused by a third-party platform. EMC2 Online's aggregate liability arising from an affected service is limited to fees paid or payable to EMC2 Online for that service during the six months before the event giving rise to the claim, or the total project fee for a one-off service completed within six months. The cap excludes media spend and third-party charges passed through at cost.

The exclusions and cap do not apply to fraud, wilful misconduct, personal injury or death caused by negligence, the indemnities below or liability that cannot lawfully be limited. Each party's liability is reduced to the extent the other caused or contributed to the loss.

The Client indemnifies EMC2 Online against a third-party claim to the extent caused by unlawful Client material, an instruction EMC2 Online reasonably warned against, the Client's infringement of third-party rights or material breach. EMC2 Online indemnifies the Client against a third-party claim that a final bespoke deliverable created solely by EMC2 Online and transferred under the order infringes Australian intellectual property rights, excluding Client material, third-party material, unapproved changes, use outside the agreed purpose or combinations EMC2 Online did not supply or approve.

Suspension and termination for breach

Either party may end the affected service for an unremedied material breach after written notice and 14 days to remedy, or immediately for insolvency, unlawful conduct or a serious security risk that cannot reasonably be remedied. EMC2 Online may pause an affected service for a serious security or legal risk or where required by a platform or law, giving reasonable notice where circumstances permit.

Ending one service does not automatically end unrelated services. Fees remain payable for services supplied and committed non-cancellable third-party costs up to the effective end date.

Disputes, notices and general terms

A party raising a dispute must provide written details. Senior representatives will first try in good faith to resolve it within ten business days. If unresolved, either party may propose mediation in New South Wales before court proceedings, except for urgent relief, debt recovery or protection of confidential information or intellectual property.

Notices may be sent to the email or address recorded in the order. Email is taken received on the next business day unless the sender receives a failure notice.

Neither party is liable for delay caused by events beyond its reasonable control where it promptly notifies the other, reasonably limits the effect and resumes performance when possible. If material non-performance continues for 30 consecutive days, either party may end the affected service on written notice.

Variations must be agreed in writing, except for an objective prospective spend-tier change made exactly under these Terms. If a provision is invalid, it is read down or severed only as necessary. Failure to enforce a right is not a waiver. These Terms and the order are the entire agreement about the online purchase.

New South Wales law governs the agreement. The parties submit to the non-exclusive jurisdiction of New South Wales courts and Commonwealth courts competent to hear appeals.

Electronic acceptance record

The parties consent to electronic communications, electronic records and online contract formation. EMC2 Online may retain the accepted version and hash of these Terms, the acceptance statement shown at checkout, order and product data, accepting identity, timestamps and available technical evidence. Marketing preferences are recorded separately from the service communications required to administer the order and provide the services.