The Marketing Parlour — Terms & Conditions
443 Industries Pty Ltd (ABN 21 666 309 511) trading as The Marketing Parlour · info@marketingparlour.com · +61 494 751 828. Effective 28 October 2026 · Version 1.0.
Last updated: 28 October 2026 · v1.0
1. Definitions and interpretation
In these Terms: “We”, “us” means 443 Industries Pty Ltd trading as The Marketing Parlour; “You”, “Client” means the person or entity engaging us; “Services” means the marketing, advertising, website, hosting, software and related services described in an agreed Proposal, Order Form or Statement of Work (SOW); “Deliverables” means the outputs we agree to produce; “Platforms” means third-party services including Google, Meta, hosting providers, domain registrars and payment processors; “Ad Spend” means money spent directly with advertising Platforms on your behalf or by you; “Background IP” means intellectual property we own or licence before or independently of your engagement; “Developed IP” means intellectual property created specifically for you under the engagement; and “ACL”means the Australian Consumer Law, including the Consumer Guarantees under it. Headings are for convenience only; “including” is non-limiting; references to legislation include that legislation as amended or replaced.
2. The agreement
Your agreement with us comprises the Proposal, Order Form or SOW (as signed or accepted), these Terms, and any service schedules forming part of them. As to scope, deliverables and price, the signed Proposal or SOW prevails; on other legal matters, these Terms prevail. You accept these Terms by signing or accepting a Proposal, instructing us to begin work, or using the Services. These documents are the entire agreement between the parties in relation to the Services.
3. Services and scope
We will perform the Services described in the SOW with due care and skill. Anything not listed in the SOW is out of scope: hosting, ongoing support, Ad Spend and additional pages or features are excluded unless expressly stated. Changes to scope are handled under Section 7 and may incur additional fees. Service-specific terms are set out in Sections 10 to 12.
4. Your responsibilities and warranties
You must provide access, content, approvals and information promptly and accurately. You confirm you own or control your Platform accounts (including Google Ads, Meta Business and ad accounts, domains, website files and databases, analytics and billing), and that we may act within them as instructed. You warrant that any content, trademarks or data you supply are owned by you or properly licensed to you, do not infringe any right or law, and that your instructions to us are lawful. Marketing consent (Spam Act 2003): where we send or manage electronic marketing for you, you warrant that recipients have given any consent required by law, that campaigns comply with the Spam Act 2003 and the Privacy Act 1988, that you will provide evidence of consent on request, and you acknowledge that the sender bears the onus of proving consent. Delays caused by you, or incorrect information provided by you, are not our responsibility.
5. Advertising spend and Platform costs
Ad Spend is your cost, paid directly to the Platform (or reimbursed to us if we are billed) and is separate from and additional to our fees. Platforms bill on their own terms and may change their pricing or billing practices at any time. You are bound by each Platform’s terms. We are not responsible for Ad Spend outcomes or for Platform billing errors.
6. Fees, GST and payment
Fees are as stated in the SOW and are inclusive of GST (Australian Goods and Services Tax) where GST applies. The tax invoices we issue show the GST component included in the price (A New Tax System (Goods and Services Tax) Act 1999 (Cth)). Invoices are payable by the due date (default 7 days). Deposits and setup fees are non-refundable once work has commenced, except as required by law. Overdue amounts may incur interest at 2% above the RBA cash rate, and we may suspend Services and withhold Deliverables while amounts remain overdue. You are responsible for third-party disbursements we incur at your direction.
7. Term, change control and renewal
The minimum term is as stated in the SOW (commonly 6 months for retainers), after which the engagement continues on a rolling basis until ended under Section 17. Changes to scope, deliverables or timelines must be agreed in writing and may adjust fees or schedule. We are not obliged to perform out-of-scope work.
8. No guarantee of results
Outcomes depend on factors outside our control, including Platform algorithms and policies, competitors, the market, your products, pricing and website, and user behaviour. We do not guarantee rankings, traffic, impressions, clicks, leads, conversions, sales, revenue, ROI, or any Platform position or cost. Forecasts are illustrative only. Nothing in these Terms limits non-excludable rights under the ACL, and our statements about performance are not intended to mislead.
9. Third-party Platforms and dependencies
The Services rely on third-party Platforms that we do not control. We are not responsible or liable, and it is not our breach, where a Platform changes its policies or terms, disapproves or rejects ads, suspends, restricts or bans an account, changes its algorithms or rankings, removes features, changes pricing, reports data differently, suffers an outage, or discontinues a service. Platform actions can be immediate and without notice. We will use reasonable efforts to assist you, but we cannot guarantee reinstatement or any Platform decision.
10. Schedule A — Advertising & Marketing (Google Ads, Meta, SEO, content)
We will manage and optimise campaigns within the scope and budget in the SOW. Day-to-day optimisation decisions are ours, acting reasonably. You grant the access we need and retain ownership of the accounts and their data. Reporting is provided at the cadence in the SOW. SEO is a long-term, best-efforts service. Section 8 applies to all advertising and marketing Services.
11. Schedule B — Websites, Hosting & Domains
Uptime is provided on a commercially reasonable, best-efforts basis and is not guaranteed; it depends on upstream providers, maintenance and events beyond our control. Unless the SOW states that we provide managed backups, you are responsible for your own backups (data-loss exposure is subject to Section 16). Domains are registered and renewed under the applicable registrar’s terms; renewals are your responsibility unless we manage them for you. On handover, assets are provided “as is”, subject to the warranty in Section 12.6 where it applies.
12. Schedule C — Software & Application Development
Applications, features, integrations and exclusions are as stated in the SOW, and are delivered in milestones. 12.1 Acceptance: you may test each milestone against the agreed criteria. A milestone is deemed accepted if you do not notify specific material non-conformities in writing within ten (10) business days of delivery, or if you use it in production. 12.2 Payment: payment is released per accepted milestone. 12.3 Intellectual property: Developed IP assigns to you on our receipt of full payment, by express written assignment under the Copyright Act 1968 (Cth). Before full payment you have no licence and title remains with us. 12.4 Background IP: we retain Background IP and grant you a non-exclusive, non-transferable licence to use it only as embedded in, and necessary to use, the Deliverables; we may reuse our general skills and know-how. 12.5 Third-party and open-source components: these are supplied under their own licences, and we are not liable for a third party changing, deprecating, pricing or discontinuing them. 12.6 Limited warranty: Deliverables will materially conform to the specification for ninety (90) days after acceptance, and we will fix reported, reproducible defects free of charge in that period. Afterwards, software is provided “as is”; maintenance, hosting and support are separate paid services.
13. Intellectual property (general)
Subject to full payment (and to Section 12.3 for software), Deliverables prepared specifically for you become yours on full payment; until then we retain all rights in them. We retain Background IP and our general methods, know-how and tools. Unless you opt out in writing, we may show non-confidential work as a portfolio item or case study.
14. Confidentiality
Each party must keep the other’s Confidential Information confidential and use it only for the engagement. Standard carve-outs apply (information that is public or already known, independently developed, or compelled by law). This obligation survives termination.
15. Privacy and data protection
Each party complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles as applicable. You are responsible, as the entity controlling your customers’ personal information, for that information. Security: we apply reasonable, industry-appropriate security measures, but we do not warrant that any system, website, application or transmission is immune from unauthorised access, and no online service can be guaranteed completely secure. Data breaches: the parties will cooperate reasonably to assess and respond, including meeting Notifiable Data Breaches scheme obligations. Nothing in these Terms excludes or limits either party’s obligations under that scheme or the OAIC’s powers. Our liability for a data breach is subject to Section 16.
16. Limitation of liability and consumer guarantees
16.1 Consumer guarantees preserved. Nothing in these Terms excludes, restricts or modifies any Consumer Guarantee, right or remedy under the ACL, or any other law, that cannot lawfully be excluded. Where a Consumer Guarantee applies and cannot be excluded but liability may be limited, liability is limited as set out in 16.2.
16.2 Re-supply limitation. For Services not of a kind ordinarily acquired for personal, domestic or household use, and to the extent the ACL permits, our liability for failure to comply with a Consumer Guarantee is limited, at our option, to re-supplying the Services or paying the cost of re-supply.
16.3 Overall cap. To the maximum extent permitted by law, our total aggregate liability for all claims (whether in contract, tort including negligence, statute or otherwise) is limited to the fees paid by you in the twelve (12) months before the event giving rise to liability. Ad Spend and third-party disbursements are excluded from that calculation.
16.4 Excluded loss. To the maximum extent permitted by law, we are not liable for indirect or consequential loss, or for loss of profits, revenue, anticipated savings, data, goodwill, reputation or brand, customers, business or opportunities, or business interruption, however arising, even if advised of the possibility of such loss.
16.5 Third-party/Platform matters. We are not liable for loss arising from the acts, omissions, decisions or outages of Platforms or third parties, from policy changes they make, from your breach of these Terms, or from your instructions, content or data.
16.6 Carve-outs. Nothing in these Terms limits any liability that cannot be limited by law, including liability for fraud or wilful misconduct, or for misleading or deceptive conduct under section 18 of the ACL.
16.7 Fairness. The limitations in this Section reflect the fees charged and the agreed allocation of risk. Each party had the opportunity to review these Terms.
17. Termination
Either party may terminate for convenience on 30 days’ written notice, subject to any minimum term. Either party may terminate immediately for unremedied material breach (on 14 days’ notice) or on insolvency. On termination you must pay for Services and costs incurred to date; assignment of Developed IP crystallises only on full payment. We will reasonably assist with the orderly handover of your assets and accounts and provide a reasonable data-export window. Sections 13–16, 18 and 19 survive termination.
18. Force majeure
Neither party is liable for delay or failure to perform (other than an obligation to pay money) caused by events beyond that party’s reasonable control, including internet, Platform, hosting or third-party outages and failures, Platform policy or account actions, cyber-attacks and denial-of-service events, natural disasters, pandemics, strikes and government action.
19. General
Governing law: these Terms are governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of its courts. Dispute resolution: before commencing proceedings (other than for urgent relief), the parties will attempt good-faith negotiation and then mediation. Variation: we may update these Terms; the version in force when you accept a Proposal applies to that engagement, and material changes to an active engagement require written agreement. Assignment: you may not assign your rights without our consent (not to be unreasonably withheld); we may assign to a related entity or on a sale of our business. Notices: notices are given by email to the addresses on the SOW or in these Terms. Severability: an unenforceable provision is severed and the rest continues in force. Waiver: a failure to enforce a right is not a waiver of it.
Contact: The Marketing Parlour (443 Industries Pty Ltd, ABN 21 666 309 511), 20 Viewridge Way, Molendinar QLD, Australia — info@marketingparlour.com — +61 494 751 828.