1. 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 12 Hunts Road, Kulnura NSW 2250 (EMC2, 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 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.

2. 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.

3. 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, 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.

4. Term, renewal and cancellation

Online search-advertising management has a three-month initial term beginning on the successful checkout/payment date, unless the order states a later agreed start. It then continues month-to-month. The first monthly payment covers the first service month and is not charged a second time at campaign launch.

Hosting and Website Care continue month-to-month 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 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 will give a written reminder at least 14 days before a fixed initial term rolls into month-to-month service.

5. Payment failure and suspension

If a payment fails or becomes overdue, EMC2 will notify the Client. The Client has seven calendar days from the due date to fix the payment. After that grace period, EMC2 may pause only the affected service until payment is made. EMC2 will not retrospectively charge a spend-tier increase or repeat a setup fee because of a payment failure.

6. Purchase and service communications

The Client authorises EMC2 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 will keep operational messages separate from promotional marketing. Marketing messages are sent only where EMC2 has the consent or other permission required by law and include the required unsubscribe method.

7. 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 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 does not promise that every Client can advertise on every platform.

8. Meta Ads and creative

Where Meta Ads is included, the standard management fee is $2,250 + GST per month for the scope shown in the order, including up to four agreed creatives per month. Where monthly Meta media spend exceeds $15,000, the management fee is 15% of monthly Meta media spend + GST unless the order states another accepted calculation.

Filming is excluded. The Client supplies permissioned, usable footage and assets, or accepts a separate production quote. Unused creative allowances do not roll over unless the order expressly says they do. The Client pays Meta media spend directly.

9. 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. 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 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.

10. 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.

11. Hosting, email and Website Care

The order distinguishes hosting-only, email hosting and Website Care. Hosting does not include unlimited website work. Website Care does not include a redesign, new functionality, premium licences or repair of a pre-existing compromise unless stated.

Resource, storage, mailbox, backup, update, monitoring and support limits are those shown in the order or service description. Planned maintenance may require downtime. EMC2 uses reasonable care with backups and updates but does not guarantee uninterrupted service. Domain ownership remains with the Client.

12. 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 may refuse or pause a send that appears unlawful, misleading, unsafe or likely to damage sending reputation.

13. 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.

14. SEO and AI search visibility

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 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.

15. 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 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 will use reasonable efforts within scope but does not control those platforms.

16. 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.

17. 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 may pause affected work; after 30 days, a reasonable restart plan or separately quoted remobilisation may be required.

After payment of undisputed amounts, EMC2 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.

18. 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 retains ownership of reusable templates, libraries, frameworks, methods, prompts, scripts, internal tools, processes, know-how and improvements. EMC2 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 may identify the Client or publish work, results or a testimonial only with written approval.

19. 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 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 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 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.

20. Performance and third-party results

EMC2 will perform the services with reasonable care and skill. EMC2 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 does not provide legal, tax, accounting, financial or other regulated professional advice.

21. 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.

22. 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’s aggregate liability arising from an affected service is limited to fees paid or payable to EMC2 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 against a third-party claim to the extent caused by unlawful Client material, an instruction EMC2 reasonably warned against, the Client’s infringement of third-party rights or material breach. EMC2 indemnifies the Client against a third-party claim that a final bespoke deliverable created solely by EMC2 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 did not supply or approve.

23. 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 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.

24. 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.

25. Electronic acceptance record

The parties consent to electronic communications, electronic records and online contract formation. EMC2 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.