Legal

Terms and Conditions of Service.

1. Definitions

The following expressions used in these Terms and Conditions have the following meaning, unless the context clearly requires otherwise:

a) Advertising Spend means all advertising, media and platform spend paid directly by the Client to Platforms including Meta, Google, TikTok, LinkedIn and any other advertising or media platforms.

b) Claim means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person or company, however arising and whether ascertained or unascertained, or immediate, future or contingent.

c) Contract means any Proposal accepted by you.

d) Client (you / your) means the person or entity specified as "Client" on a Proposal, or related entities of the Client.

e) Debt means any and all moneys due and owing by you to Lokah Agency whether in relation to one or more Contracts and includes, without limitation, any Overdue Amounts.

f) Fees means the fees payable by you to Lokah Agency for the Services provided pursuant to a Proposal.

g) Goods include any creative materials, content, photography, videography, copywriting, branding assets, marketing collateral, designs, templates, storyboards, strategies, concepts, social media content, campaigns, frameworks, workflows, checklists, digital assets, and any related documentation, materials, or resources created, supplied, or developed by Lokah Agency in connection with the Services.

h) IP means all intellectual and industrial property rights (such as copyright and related Rights), all Rights in relation to inventions (including patents and patent Rights), all registered and unregistered trade-marks, all Rights relating to registered designs, and all other Rights resulting from intellectual activity in the artistic, literary or scientific fields excluding any moral attribution Rights.

i) Lokah Agency means Lokah Agency Pty Ltd ACN 691 028 421 and any of its related entities, servants and agents.

j) Management Fee means the recurring fee payable to Lokah Agency for strategy, management, optimisation and execution of the Services, excluding Advertising Spend.

k) Obligation means any express or implied legal, equitable, contractual, statutory or other obligation, promise, agreement, covenant, commitment, duty, undertaking or liability.

l) Proposal means any verbal or written communication made by Lokah Agency (or any person on behalf of Lokah Agency) to you for the supply of Services to you, which includes via Services advertised on our website, online booking services, quotation, subscription arrangement, direct messaging or social media.

m) Overdue Amount means any amount of money that remains unpaid after the due date on an invoice provided to you pursuant to a Proposal you have accepted has passed.

n) Parties means you and Lokah Agency.

o) Personal Information has the definition attributed to it under the Privacy Act 1988 (Cth).

p) Platform or Platforms means third party platforms including advertising platforms, social media platforms, websites, hosting providers, analytics tools and software providers.

q) Rights means any legal, equitable, contractual, statutory or proprietary right, chose in action, power, authority, benefit, privilege, remedy, or discretion.

r) Services means the strategic, advisory and execution based marketing services provided by Lokah Agency as agreed in a Proposal. Services are bespoke and flexible in nature and may change depending on campaign performance, advertising spend, platform requirements and Client inputs. Unless expressly stated in writing, Services are not deliverable based and no minimum outputs are guaranteed.

s) Terms and Conditions means the Terms and Conditions set out in this document.

2. General

When you enter into a Contract with Lokah Agency you agree that:

you have read and understood these Terms and Conditions and you agree to be bound by them;

these Terms and Conditions apply to every transaction for the supply of Goods or Services Lokah Agency provides to you; Lokah Agency may update its Terms and Conditions from time to time, and will only require your agreement in writing if it materially affects you;

each party will be and act as an independent contractor and not as an agent or partner of, or joint venturer with, the other party for any purpose related to the Contract or the transactions contemplated by any Contract, and you do not have any Rights, power or authority to act or create any Obligation, express or implied, on behalf of Lokah Agency;

during the rendering of Services and for a period of 1 year after the completion of the Services, you will not solicit, offer employment, or in any way procure the services of an employee of Lokah Agency or any consultant deployed by Lokah Agency in rendering Services to you. In the event that you breach this provision, Lokah Agency will be entitled to recover from you, liquidated damages equal to 20% of:

in the event that the relevant employee has been engaged on a full-time basis in the 12-month period preceding the breach, the relevant employee's gross income paid by Lokah Agency during the 12-month period preceding the breach; or

in the event that the employee has not been engaged on a full-time basis in the 12-month period preceding the breach, the employee's or consultant's gross income paid by Lokah Agency pro-rated and extrapolated to a full-time gross annual amount; or

the relevant consultant's gross income paid by Lokah Agency pro-rated and extrapolated to a full-time gross annual amount.

Lokah Agency may subcontract any and all of its Rights and Obligations under any Contract.

3. Proposals to Supply

Lokah Agency will provide you with a Proposal which may be delivered in writing, advertised on our website, linktree, subscription arrangement, social media or via email.

You acknowledge that by agreeing to our Proposal, you are agreeing to be bound by these Terms and Conditions.

You may accept a Proposal by:

written notice to Lokah Agency;

making payment via the website or other online platform;

verbally communicating your acceptance to Lokah Agency personnel; or

allowing (through act or omission) Lokah Agency to provide Services to you.

4. Entire Agreement

These Terms and Conditions and the terms of any approved Proposal are the only terms that apply to the Contract.

You fully indemnify and hold Lokah Agency harmless from any Claim based on terms and conditions outside of these Terms and Conditions.

5. Term

Each Contract will remain in force until varied in writing by agreement of the Parties.

6. PPSA

You acknowledge and agree that pursuant to the Contract and for the purposes of the Personal Properties and Securities Act 2009 (PPSA):

if any part of Lokah Agency's invoices remain unpaid:

Lokah Agency will retain ownership of the Goods and IP provided as part of (or developed out of) the Services; and

you will remain a mere bailee in possession by virtue of it being on your site to conduct the Services until any Overdue Amount is paid;

Lokah Agency will maintain a security interest in all of your assets as well as any work product created that has derived from the Services Lokah Agency provided until any amount stated in any invoice issued by Lokah Agency is paid in full;

Lokah Agency is entitled in its sole discretion to take such steps as it considers necessary to register its security interest on the PPSA register including providing information about you as the grantor of the security interest.

7. Ownership of Intellectual Property

Subject to full payment of all Fees, ownership of final deliverables expressly identified in the Proposal transfers to the Client for business use.

Lokah Agency retains ownership of its campaign structures, ad account configurations, targeting data, optimisation strategies, and any reusable templates, concepts, frameworks and creative systems. Subject to full payment, the Client receives a licence to use advertising creatives and final campaign assets for the Client's business within the Client's own accounts.

Lokah Agency retains ownership of all frameworks, methodologies, systems, processes and know how used in delivering the Services.

Nothing in this Agreement transfers ownership of Lokah Agency's proprietary systems or methods.

8. Account Ownership

The Client retains ownership of its business pages, ad accounts and Platform accounts.

Lokah Agency is granted access solely for the purpose of providing the Services and does not assume ownership of Client accounts.

9. Client Materials

The Client warrants that it owns or has obtained all necessary rights, licences, and permissions to use and provide any materials, data, content, logos, brand assets, or information supplied to Lokah Agency for the performance of the Services.

The Client indemnifies and holds Lokah Agency harmless against any claim, loss, or expense (including legal costs) arising from the use of such materials, including any allegation of intellectual property infringement.

Lokah Agency is not responsible for verifying ownership of the materials supplied by the Client and accepts no liability for the Client's use of such materials in any published content or deliverables.

10. Insurance

You must maintain Public Liability insurance to a minimum of $10 million for each instance that covers Lokah Agency and its servants, agents and employees in the event they are required to attend any site or premises occupied (or controlled) by you. You agree to indemnify Lokah Agency against any Claims resulting in our attendance at any site premises occupied (or controlled) by you.

11. No Representations

You acknowledge that no employee, agent, representative or affiliate of Lokah Agency has authority to bind Lokah Agency to any oral representations or warranty concerning the Goods or Services. You agree that any written representation or warranty not expressly contained in these Terms and Conditions is unenforceable.

11. No Representations

12. Client's Duties and Responsibilities

The Client must, at its own cost, provide Lokah Agency with all information, brand assets, documents, content (if applicable), imagery, access details, and other materials reasonably required for the delivery of the Services, within reasonable timeframes. The Client is responsible for the accuracy, completeness, and consistency of all materials supplied.

The Client must ensure Lokah Agency is granted all necessary access to relevant platforms, systems, and tools (including but not limited to social media accounts, scheduling platforms, file storage systems, or websites) to enable the performance of the Services. Where Services are provided remotely, the Client agrees to assist Lokah Agency in establishing and maintaining secure access as required. Where delays occur due to the Client's failure to provide required information or approvals, Lokah Agency may adjust delivery timeframes without penalty.

Without limiting the above, the Client agrees to:

provide accurate and timely instructions, information, approvals, and feedback as reasonably requested by Lokah Agency to complete the Services;

respond to communications, content drafts, and requests for feedback within a reasonable timeframe to avoid project delays;

ensure any platforms or accounts to which Lokah Agency is granted access are secure, lawful, and properly authorised;

remain solely responsible for any business, marketing, or operational decisions made based on or in connection with the deliverables produced by Lokah Agency; and

acknowledge that delays, incomplete information, or failure to provide required materials or approvals may impact timelines, delivery, and outcomes, and Lokah Agency will not be liable for any resulting delay or loss.

Where the Client elects to proceed against Lokah Agency's recommendations, including by providing alternative content, instructions or approvals, the Client accepts full responsibility for any resulting performance, compliance or commercial outcomes. Lokah Agency will not be liable for outcomes arising from the Client's decision to depart from professional recommendations.

13. Direct Debit

Lokah Agency may require you to pay the fees specified in a Proposal by way of direct debit. In such cases, you authorise Lokah Agency to debit the fee specified in the Proposal from your nominated account.

You acknowledge and agree that direct debit payments are managed on behalf of us by a third party.

14. Fees and Payments

Invoices are issued monthly in advance on the first day of each month unless otherwise stated in the Proposal. Payment terms are seven days from invoice date. Fees are payable in advance and are non refundable.

Where the Proposal includes an initial build out, onboarding or set up fee, that fee is payable upfront prior to commencement and is non refundable.

For retainer arrangements, the agreed monthly fee must be paid in advance for the duration of the agreed Retainer Period. Each payment is due prior to the commencement of Services for that month. Retainers are non refundable and may not be paused or credited mid-month.

For one-off or project-based engagements, the Fee will be payable in advance.

All payments must be made in accordance with the Proposal or invoice issued by Lokah Agency unless otherwise agreed in writing. If payment is not received by the due date, Lokah Agency may suspend or withhold delivery of the Services until full payment is received. Any unpaid balance constitutes an Overdue Amount.

Interest may be charged on any Overdue Amount at a rate of two percent (2%) per month, calculated daily until paid in full. The Client agrees to indemnify Lokah Agency for any costs of recovery, including legal or collection fees, incurred in recovering overdue payments.

The Client is not entitled to set off or withhold any payment due to Lokah Agency for any reason. Any claim or dispute must be raised separately and does not affect the Client's payment obligations under this Agreement.

If Lokah Agency determines that additional work or out-of-scope services are required, it will notify the Client in writing and provide an updated quote or proposal. No additional work will commence until the Client's written approval and payment are received.

Lokah Agency is not required to perform any work outside the agreed scope and may refuse such work at its discretion.

15. Advertising Spend

Advertising Spend is paid directly by the Client to the relevant Platforms using the Client's own accounts and payment details.

Lokah Agency does not collect, process, receive or hold Advertising Spend on behalf of the Client.

The Client acknowledges that Management Fees are separate from Advertising Spend and are payable regardless of campaign performance.

16. Credit Card Failure and Ad Account Suspension

The Client is solely responsible for ensuring valid payment methods and sufficient funds are available for Advertising Spend at all times.

If a payment method fails, is declined or lacks sufficient funds, advertising campaigns may pause and ad accounts may be restricted or suspended by the Platform.

The Client acknowledges that some ad account suspensions may be irreversible.

Lokah Agency is not responsible or liable for any suspension, restriction, termination or loss of ad accounts arising from payment failures or Platform actions.

17. Platforms and Third Parties

Lokah Agency does not control Platforms and is not responsible for Platform outages, policy changes, algorithm changes, feature changes, account reviews, verification requirements or other Platform decisions. The Client remains responsible for all third party Platform fees, subscriptions and charges. Lokah Agency may engage subcontractors or third party suppliers to deliver parts of the Services.

18. Retainer Agreement and Payment Terms (If Applicable)

Upon accepting the Proposal, you may select your Retainer Period, which may include but is not limited to six-month or twelve-month periods (Retainer Period), or otherwise as stated in the Proposal.

Your Retainer Period begins as soon as your initial payment is processed, or when the Services commence (whichever comes sooner).

Unless otherwise agreed in writing, your Retainer Period will automatically renew at the end of each Retainer Period for the same duration, at the then-current rates, until you provide notice of termination in accordance with clause 27.

You authorise us to store your payment method(s) and to automatically charge your payment method(s) at the commencement of each Retainer Period for the agreed retainer fee, until you cancel your retainer.

We will automatically charge the then-current rate for your Retainer, plus applicable taxes (such as GST, if required), at the start of each Retainer Period.

If your primary payment method fails, you authorise us to charge any other payment method you have provided. If no valid payment method is available, or payment cannot be processed, we may suspend the provision of services and/or charge a late fee at our sole discretion until payment is received.

19. Privacy

From when you contact us, we will collect Personal Information about you, including information relating to your business and finances. Your Personal Information may be:

transferred to and stored out of Australia, including to a country that does not have the same level of privacy protection as Australia; and

disclosed to and used by other third-party contractors or persons, to allow you access to our Services.

By signing this Agreement, you consent to us collecting, using, disclosing, and dealing with your Personal Information in accordance with this clause. You consent to the transfer and storage of your Personal Information outside Australia, and the disclosure and use of your Personal Information to third-party providers inside and outside Australia.

You must tell us promptly if you change your contact or payment details or if there is a change to other relevant Personal Information.

No mobile information will be shared with third parties/affiliates for marketing or promotional purposes. Information sharing to subcontractors in support services (e.g., customer service) is permitted. All other use case categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

20. Our Promise to You

Lokah Agency is passionate about providing Service that is of high quality and high professional standard. If at any point you are not completely satisfied with the Service we have provided, we encourage you to bring this to our immediate attention. We will then, appropriately address your concerns.

21. Dispute Resolution

If you consider there is a genuine dispute between the Parties regarding any aspect of a Contract, you must give Lokah Agency notice in writing setting out the full details of the dispute (Dispute Notice) before seeking arbitration or commencing other legal proceedings. The Parties agree to take the following steps to resolve the dispute:

for a period of 14 days after a Dispute Notice is given (or a longer period if the Parties agree in writing), the Parties will engage in negotiations and discussions in order to seek to resolve the dispute;

the Parties must participate in the negotiations and discussions and use all reasonable endeavours to resolve the dispute. The Parties may also appoint third party consultants to assist in the resolution of the dispute;

if the Parties cannot resolve the dispute within the period stated in paragraph (a), the dispute may be referred to:

mediation provided that both parties agree to refer the matter to mediation and agree to the appointment of a particular mediator; or

a court of competent jurisdiction or an adjudicator with jurisdiction to determine the dispute, such referral being made by either of the Parties.

22. Illegality and Severability

So far as possible a Contract will be construed so as not to be invalid, illegal or unenforceable but if any provision is deemed by a court of competent jurisdiction to be illegal, invalid or unenforceable:

that provision will be read down to the extent necessary to ensure that it is not illegal, invalid or unenforceable and in such manner as may be reasonable in all the circumstances so as to give it a valid operation of a partial character; or

if the provision or part of it cannot be read down in a manner that will give it a valid operation, then the provision or relevant part will be deemed to be void and severable and the remaining provisions of this document will not in any way be affected or impaired.

23. Outsourced Services

We may engage third parties to provide the best possible Service. You agree to us utilising such third parties to provide Goods or Services to you.

24. Jurisdiction

You agree that the laws of Queensland apply to a Contract regardless of your business, residential location, the location nominated for delivery of any Goods, the address for the supply of Services or any other factor.

25. Electronic Communication

You agree that we will communicate with each other by electronic means such as e-mail or SMS. You recognise e-mail and the internet are inherently insecure and that emails and data can become corrupted, are not always delivered promptly (or at all) and that other methods of communication may be appropriate. You acknowledge such hazards and you acknowledge that you are responsible for protecting our own systems and interests and we are not responsible for any loss or damage in any way arising from the use of electronic communication.

26. Limitation of Liability

Performance depends on factors outside Lokah Agency's control including market conditions, Platform policies, competition, budget, creative effectiveness and Client inputs. Lokah Agency does not guarantee results, revenue, leads, conversions or return on ad spend.

If you have a genuine grievance with any Service you must notify Lokah Agency in writing within seven days after that Service is supplied. Lokah Agency will then consider the merits of your claim and at its sole discretion:

re-supply/amend the Service; and/or

decline to provide any remedy contained in this clause.

Lokah Agency expressly disclaims, to the fullest extent permitted by law, all express, implied, and statutory warranties.

Where any statutory warranties may not be excluded, the Parties agree that Lokah Agency's liability is limited to an amount equal to the cost of replacement of the Service.

You agree that Lokah Agency will not be liable for any damage, loss, expense, charge or cost incurred by you as a consequence of:

any delay by Lokah Agency to supply Services to you, whether caused by breakdown, accident, collision, termination of Services by you, termination of Services by Lokah Agency or otherwise;

termination of Services by you;

termination of Services by Lokah Agency;

any injury or death to a person; and/or

any damage to property;

whether caused directly or indirectly.

You must fully indemnify Lokah Agency against any Claim against Lokah Agency under a Contract or as a result of entering into a Contract and arises from or in connection with:

any injury or death to a person; and/or

any damage to or theft of Goods or property.

The Client acknowledges that marketing, advertising and campaign performance is inherently variable and dependent on external factors beyond Lokah Agency's control, and no guarantees are given in relation to results, revenue or performance.

27. Termination

Termination by Lokah Agency

Lokah Agency may terminate a Contract immediately upon notice to you in any form at any time and for any reason. Reasons that may instigate a termination of Contract, include (but are not limited to):

You fail to pay our invoices on time;

You fail to provide us with the requested information in a reasonable time;

You fail to provide us with adequate instructions;

Your instructions involve acting to the contrary to the interest of another client;

A conflict of interest has arisen or it is not appropriate for us to continue to act on your behalf.

Fees paid in advance are non refundable, including where a Contract is terminated early.

Termination by you

You may terminate a month to month Contract by providing thirty days written notice to Lokah Agency by email to team@lokahagency.com.au or such other email notified in writing.

If the Contract is a fixed term retainer, you may not terminate for convenience during the fixed term, unless Lokah Agency agrees in writing, at its sole discretion. If termination occurs during a fixed term, all fees for the remainder of the fixed term remain payable immediately as a genuine pre estimate of loss and the Client acknowledges fees are non refundable.

Unless otherwise agreed in writing, the Retainer Period will automatically renew at the end of each Retainer Period for the same duration at the then current rates until you give notice of cancellation under the Termination clause.

Effect of Termination

Your Rights and Obligations which in their nature are intended to continue even after termination of a Contract shall continue to exist after termination of such Contract, including amongst others, the provisions with respect to payment of fees, the Rights, limitation of liability, confidentiality, governing law and competent courts.

28. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to a cause beyond its reasonable control, including but not limited to natural disasters, fire, flood, pandemic, industrial disputes, power or internet outages, or acts of government. Where possible, the affected party must notify the other party promptly of the event, and use reasonable endeavours to resume performance as soon as practicable.

28. Force Majeure

29. Confidentiality

The Parties will receive and hold in complete confidence all information which they may obtain directly or indirectly pursuant to any Contract or the negotiation thereof including the contents and substance of any Contract (the Confidential Information). The Parties will take such steps as may be reasonably necessary to prevent disclosure of the Confidential Information to others.

The Parties will not use any of the Confidential Information, except as necessary for the proper execution of a Contract, it being further understood that the Confidential Information may be communicated in confidence within the receiving Party's organisation, but only to those persons having a need to know such information for the proper execution of a Contract. The Parties warrant that the above-mentioned persons will be bound by the same confidentiality obligations that the Parties have agreed upon in the Contract. The Parties further warrant that the Confidential Information will be kept in secure places, under access and use restrictions not less strict than used by the Parties themselves to protect their own business secrets.

The Parties agree to return all tangible Confidential Information of the other Party including all copies made thereof, promptly upon request by the other Party.

The obligations imposed by this clause will continue in effect for the term of five (5) years from the date of the last disclosure of any Confidential Information.

30. Non-Exclusivity

The Client acknowledges that Lokah Agency may provide services to other clients, including businesses that may be in competition with the Client. Lokah Agency will not disclose the Client's Confidential Information to any other party and will take all reasonable steps to ensure confidentiality is maintained at all times.

31. SMS Terms of Service

a) Business name

Lokah Agency Pty Ltd.

b) Description of SMS messages

By opting in to receive SMS messages from Lokah Agency, you may receive messages relating to enquiries, appointment or consultation reminders, service updates, account notifications, marketing communications, promotional offers, and other information relevant to Lokah Agency's services.

c) Cancellation

You can cancel the SMS service at any time. Just text "STOP" to the phone number from which you received the message. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

d) Help and support

If you are experiencing issues with the messaging program, you can reply with the keyword HELP for more assistance, or you can contact us directly at team@lokahagency.com.au.

e) Carrier liability

Carriers are not liable for delayed or undelivered messages.

f) Message and data rates

Message and data rates may apply for any messages sent to you from us and to us from you. Message frequency may vary depending on your interactions with us, the services you use, and the communications you have opted in to receive. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.