Welcome to yomconnect. In these Terms of Service (T&Cs), “we”, “us”, or “our” means Vision Media Consulting Pty Ltd (ABN 40 682 736 018) and “you” means the client to whom we provide Services.

We provide a range of professional digital marketing services, including strategy, implementation, design, content creation, website development, campaign management, and social media management (“Services”).

1. PROVISION OF SERVICES

• Agreement Structure: These T&Cs, together with your signed Marketing Partner Master Agreement (and any associated Statements of Work (SOW), Media Plans, Quotes or Service Orders) and our Privacy Policy, constitute the entire agreement between us.

• Engagement: By signing a Marketing Partner Master Agreement or instructing us to proceed with Services under that framework, you agree to be bound by these T&Cs.

• Service Fees: Fees are specified in your Marketing Partner Master Agreement or associated order documents. We may adjust fees for ongoing services by providing 30 days’ written notice. If you do not accept the increase, you may terminate the affected Service within that 30-day period.

• Third-Party Costs: You are responsible for all third-party media costs (e.g., Google Ads, Meta spend) unless expressly stated otherwise in a Media Plan. We are not liable for any platform-side account suspensions or performance fluctuations beyond our reasonable control.

• Late Payments: We reserve the right to charge interest at 1% per month (12% per annum) on overdue accounts and may suspend all Services and withhold deliverables until all outstanding amounts are paid in full.

• Currency & Taxes: All payments must be made in Australian Dollars (AUD), unless otherwise stated, and fees are exclusive of GST.

2. PERFORMANCE & DELIVERABLES

• Professional Standard: We will perform the Services with due care and skill, in a professional manner, in accordance with the specifications in your Marketing Partner Master Agreement.

• Timelines: While we aim to meet all scheduled milestones, any dates provided are estimates only. We are not liable for delays caused by your failure to provide necessary information, approvals, or materials.

• AI Integration: We may utilise Artificial Intelligence (AI) tools to assist in the delivery of Services (e.g., for data analysis or initial creative drafting). We maintain human oversight of all AI-generated output to ensure quality and brand alignment.

• Subcontracting & Offshore Support: We may utilise qualified subcontractors or offshore service providers (including in Indonesia and the Philippines) to assist in the delivery of Services. We remain responsible for the quality of the work performed by these parties.

3. CLIENT OBLIGATIONS

• Cooperation: You must provide us with all necessary access, information, and “Your Materials” (logos, images, copy) required for us to perform the Services.

• Approvals: You must review and provide feedback or approval on deliverables. Delays in feedback and approvals may impact on deliverable dates and deadlines. Any changes requested after approval may be subject to additional fees.

• Compliance: You warrant that your use of the Services and the content you provide complies with all applicable Australian laws, including the Competition and Consumer Act 2010 and the Spam Act 2003.

4. INTELLECTUAL PROPERTY (IP)

• Your Materials: You retain ownership of all IP in materials you provide to us. You grant us a royalty-free, non-exclusive licence to use those materials solely to perform the Services.

• Agency IP: We retain ownership of all “Background IP” (including our proprietary methodologies, templates, AI prompts, and software code) used to create your deliverables.

• Client Deliverables: Upon full payment of all fees for a specific project or service period, we assign to you all Intellectual Property rights in the final, unique “Deliverables” created specifically for you.

• Retention of Title: Until full payment is received, you are granted a temporary, revocable licence to use Deliverables for review purposes only. Commercial use of unpaid Deliverables constitutes an infringement of our Intellectual Property rights.

5. PRIVACY & DATA SECURITY

• Privacy Act: Both parties must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

• Data Handling: We will handle any personal information you provide in accordance with our Privacy Policy. If we process third-party data on your behalf, you warrant that you have all necessary consents to provide that data to us.

6. INDEMNITY & LIMITATION OF LIABILITY

• Indemnity: You indemnify us against any loss, cost, or liability arising from your breach of this Agreement, our use of “Your Materials” in accordance with your instructions, or any third-party claims relating to your business operations.

• Liability Cap: To the extent permitted by law, our total aggregate liability for any claim arising out of this Agreement is limited to the total fees paid by you to us in the three (3) months preceding the claim.

• Exclusion of Losses: Neither party is liable for any indirect, special, or consequential loss, including loss of profits, business opportunity, or data. We are specifically not liable for “wasted” media spend arising from third-party platform algorithm changes or market fluctuations.

7. TERM & TERMINATION

• Term: Services will continue for the duration specified in your Marketing Partner Master Agreement.

• Termination for Convenience: Following any minimum term, either party may terminate for convenience by providing 30 days’ written notice.

• Termination for Breach: Either party may terminate immediately if the other party commits a material breach (not remedied within 14 days) or becomes insolvent.

• Post-Termination: Upon termination, you must pay for all work performed up to the termination date.

8. GENERAL

• Non-Solicitation: During this Agreement and for 12 months thereafter, neither party will attempt to solicit or employ any staff member or contractor of the other party. If you hire a member of our staff in breach of this clause, you agree to pay a recruitment fee equal to 30% of their new annualised package.

• Publicity: We may refer to you as a client and use your logo in our marketing materials unless you request otherwise in writing.

• Force Majeure: We are not liable for any failure to perform our obligations due to events beyond our reasonable control.

• Governing Law: This Agreement is governed by the laws of Queensland, Australia.