Terms and Conditions

Effective: December 2026 · Last updated: October 2026

  1. Fee Structures
    1. The Client has read, understood and agrees that The Company operates with three types of fee structures: Consulting, Project and Retainer as outlined here;
    2. The Company reserves the right to update fee structures with 28 days written notice. Fee structure changes do not apply to active retainer agreements during their minimum term;
  2. Terms Of Payment
    1. The Company may cease work while fees are unpaid. Suspension of retainer benefits and hosted services is governed by the Retainer Policy and Hosting Services clause respectively;
    2. Where any amount remains unpaid after its due date, an administration charge of $30 per monthly charging period, or part thereof, applies to the Client's account, commencing on the day after the first unpaid invoice becomes due. It is charged monthly in arrears for no more than three charging periods during the first 90 days of a continuous period of default, to a maximum of $90. No fourth monthly charge accrues when recovery action commences. A period of default ends when the account's overdue balance is paid in full;
    3. Interest at the rate of 10% per annum, compounding monthly, applies to the outstanding amount of any unpaid invoice from the due date until payment is received in full. Administration charges are excluded from the calculation of interest and do not themselves attract interest;
    4. Where any amount remains unpaid for 90 days after its due date, The Company will commence recovery action. The Client is liable for reasonable costs incurred in recovering the overdue amount, to the extent permitted by law, including collection and legal costs;
    5. The administration charge reflects The Company's cost of managing overdue accounts. The Company may waive or reduce it in writing. New or increased charges apply only to invoices falling due on or after the effective date following 28 days written notice, not to invoices already overdue or to previously accepted terms unless validly varied;
    6. Variations to the terms of the standard Terms Of Payment can be made with a written agreement between The Company and The Client;
  3. Intellectual Property
    1. All works produced during engagement with The Company contain intellectual property and copyrighted information that is the legal property of The Company;
    2. All intellectual property owned by The Company must not be used, reproduced, or otherwise applied or referred to without written permission;
    3. The Client is provided with a license to use such material for the purposes specified as part of any project agreements upon full payment;
    4. The Company reserves the right to revoke the license should The Client break any legal agreement;
    5. Intellectual property rights owned by The Company may be transferred to The Client for an additional fee;
    6. The Client guarantees that any materials provided to The Company for any project are either owned or have permission for use;
    7. The Company must only be attributed for work completed by The Company, and any modification by third parties is forbidden unless written consent is provided;
  4. Confidentiality
    1. All information within this agreement and created for any project is confidential and must not be shared without written permission;
    2. All information and data collected by The Company from The Client will be kept confidential;
  5. Data Use
    1. The Company may install tracking pixels and marketing software in deliverables for:
      1. facilitating The Client's objectives through marketing or data analytics;
      2. collecting performance metrics and improving service quality;
      3. marketing The Company's services without conflict of interest with The Client's business;
    2. The Company reserves the right to use The Client's metrics for marketing without publicly identifying The Client unless agreed in writing;
    3. The Client can request removal or modification of tracking pixels with 28 days written notice;
  6. Warranty
    1. The Client must test all deliverables before deadlines specified in writing or as part of a project;
    2. Should The Client fail to provide timely feedback, The Company cannot guarantee the final deliverables;
    3. All updates and maintenance will incur additional charges;
    4. The Company holds no legal responsibility for third-party products or services;
    5. The Company will take reasonable steps to inform The Client of known security risks and apply industry-standard security practices during development. After handover to a client-operated environment, The Client manages its own security, updates and access controls. Where The Company continues to host or manage a service, it retains responsibility for the security obligations it undertakes during that ongoing work;
  7. Termination Of Agreement
    1. Ongoing services can be terminated by either party with 28 days written notice;
    2. Termination or cancellation does not relieve The Client of liability for any fees, hosting charges, administration charges or interest payable up to and including the end of the notice period;
    3. Upon termination of the relevant service, that service will cease. The Client must cease use of The Company's intellectual property to the extent required by the licence terms, without affecting rights that survive under another ongoing agreement;
    4. The Company reserves the right to full payment for work completed;
    5. The Company may retain the deposit to the extent of work completed at standard rates and any non-recoverable third-party costs incurred. Any remaining balance will be refunded to The Client;
    6. Following permanent termination of the client relationship, operational client data may be deleted in accordance with the Client Data clause.
  8. Hosting Services
    1. The Company provides website hosting and application hosting at the rates and billing intervals in the published fee schedule. Unless included in a retainer plan, hosting fees are charged as agreed with The Client and are exclusive of GST;
    2. Hosting is provided on a recurring basis and renews for the billing term agreed with The Client (monthly or annual), unless cancelled in accordance with this clause;
    3. Cancellation: The Client may cancel hosting by written notice delivered by email. Cancellation takes effect no earlier than 28 days after The Company receives the notice, or on a later date specified by The Client. Notice received at least 28 days before a renewal date also prevents renewal;
    4. No refund is payable for the 28-day notice period. Where hosting has been prepaid, The Company will refund by bank transfer the remaining whole calendar months of the prepaid term after cancellation takes effect, calculated on a monthly pro-rata basis. No refund is payable for a part month or a month within the notice period;
    5. Non-payment and takedown: Where a hosting fee or other amount on the account remains unpaid for 90 days after its due date, and hosting has not already been cancelled, The Company may suspend or take down the hosted website or application as part of recovery action, after notifying The Client. Suspension is not cancellation and does not itself cause deletion of data;
    6. Restoration: services suspended or taken down for non-payment may be restored once all outstanding amounts, including applicable administration charges and interest, have been paid in full. Restoration work is chargeable at The Company's published standard tech support rate current at the time of restoration;
    7. Hosting is subject to The Company's Fair Use Policy;
    8. Data on cancellation or takedown is dealt with under the Client Data clause;
  9. Client Data
    1. The Client should maintain copies of data, files and materials it provides or receives during an engagement. Any backup or export services supplied by The Company are governed by the agreed scope;
    2. Completion of an individual project does not require The Company to delete client data while it continues to undertake work for The Client. Following permanent termination of the client relationship, The Company may delete operational client data when it is no longer needed, subject to agreed handover, legal obligations and records reasonably retained for billing, contract evidence, security and dispute resolution;
    3. The Client may request a copy of available operational client data in writing before permanent termination. The Company will agree the scope, format and timing of any export with The Client. Preparation and delivery of an export may be charged at The Company's published standard tech support rate, after advising The Client of the expected cost;
    4. The Company will consider agreed handover arrangements before discretionary deletion of operational client data after permanent termination. This clause does not exclude liability that cannot lawfully be excluded;
  10. Client Data and Privacy
    1. The Client is responsible for the personal information and data it provides to The Company, or to which it grants The Company access, in the course of an engagement;
    2. The Client warrants that it has the right to provide such data to The Company, that it has complied with its obligations under applicable privacy laws in respect of that data (including providing any required notices to, and obtaining any required consents from, the individuals concerned), and that its instructions to The Company comply with those laws;
    3. The Client indemnifies The Company against any claim, loss or liability arising from data provided by The Client in breach of paragraph (b);
    4. Where The Company collects personal information directly from individuals (for example, through its website, contact forms, newsletters or chat services), The Company handles that information in accordance with its Privacy Policy;
    5. Nothing in this clause excludes any obligation The Company has under privacy laws in respect of information it collects directly, or in respect of its own conduct;
  11. Sensitive Information
    1. The Client must notify The Company during discovery for quoting where the proposed work involves or is likely to involve sensitive information, including health information, biometric information, information about an individual's racial or ethnic origin, political opinions, religious beliefs, sexual orientation, or criminal record;
    2. For work involving sensitive information, The Company proposes account-wide handling for the registered Client ABN and documents effects on tools, scope, timing and cost before the primary contact signs the Sensitive Data Declaration. A different preference for one project is a request only: The Company reviews its operational and quoting impacts, and the primary contact signs a project-specific amendment before the new setting governs that quote. The Client remains responsible for its own privacy obligations concerning data it provides, including required notices and consents;
    3. Handling options available under the Declaration are: i. Standard handling - using the full range of The Company's tools, including external AI and machine learning providers, which may involve processing outside Australia; ii. Restricted handling - an agreed limited set of providers or processing locations, if the required arrangement is available; iii. No external AI processing - the affected client data is not sent to external AI providers under the separately agreed scope; iv. De-identification or redaction - data de-identified or redacted before processing;
    4. The data involved or the option selected may make particular work impossible or materially limit the available services, tools, automations and AI features. If the parties cannot agree on a workable approach during discovery, The Company may decline or defer the affected work;
    5. The option selected may extend delivery timeframes and increase cost. The Company will record the proposed scope, timeframes and costs before The Client signs the Declaration and before quoting affected work;
    6. Ordinary project acceptance and signing do not depend on a Declaration or client portal login. Where a proposed engagement is flagged for sensitive data, The Company will not treat silence or an unsigned Declaration as an election of standard handling. The affected work must not commence until its handling is agreed. This does not prevent acceptance of unrelated work;
    7. The Client may request a change of handling option in writing. A changed option or material change to its impacts is not effective for the affected work until the parties agree the revised scope and The Client signs a superseding Declaration;
  12. AI Processing
    1. The Company uses artificial intelligence tools and large language models in delivering its services. Data provided to, or generated by, The Company may be processed by third-party AI providers located in Australia or overseas;
    2. Data processed through AI may be transferred to, stored, and processed outside Australia, and may be handled in accordance with the laws of the countries in which those providers operate;
    3. The Company does not use The Client's data to train AI models;
    4. The Client may request in writing, before or at the commencement of an engagement, that their data be excluded from processing by external AI tools. The Company will accommodate such a request where technically feasible, and will advise which services are affected. The AI Marketing Agent and certain automated analytics features require AI processing to function. This clause operates subject to the Sensitive Information clause;
  13. Provisions
    1. This agreement does not expire unless terminated by either party;
    2. This agreement constitutes the entire contract between the parties, but variations can be made by mutual written agreement;
    3. The Company may update its standard terms with 28 days written notice. After the notified effective date, revised standard terms apply to future engagements and new renewals with existing clients, subject to signed project-specific commitments, any current retainer minimum term and consent required by law. Changes do not apply retroactively to work already agreed or invoices falling due before the effective date. Material changes to retainer terms during a minimum term require The Client's written consent. If The Client does not accept a material change requiring consent, they may terminate the affected agreement without penalty, with work completed up to termination payable at standard rates;
    4. If any provision is deemed unenforceable, the remaining provisions will still apply;
    5. This agreement is governed by the laws of Victoria, Australia;
    6. This agreement is non-transferable;
  14. Dispute Resolution
    1. Any dispute arising from this agreement shall first be referred to good faith negotiation between the parties for a period of 14 days;
    2. If the dispute is not resolved by negotiation, either party may refer the matter to mediation administered by the Australian Disputes Centre (ADC) or an equivalent recognised mediation body. The costs of mediation shall be shared equally between the parties;
    3. If mediation is unsuccessful, either party may pursue litigation in the courts of Victoria, Australia;
    4. Nothing in this clause prevents either party from seeking urgent interlocutory relief;
  15. Force Majeure
    1. Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemic, natural disaster, government action, or critical infrastructure failure;
    2. The affected party must notify the other party within 7 days of the force majeure event and take reasonable steps to mitigate its impact;
    3. If the force majeure event continues for more than 30 days, either party may terminate the affected engagement without penalty. Fees for work completed up to the date of termination remain payable;
  16. Retainer Policy
    1. The Client has read, understood and agrees with The Company Retainer Policy;
  17. Referral Policy
    1. The Client has read, understood and agrees with The Company Referral Policy;
  18. Privacy, Fair Use and Sensitive Data Policies
    1. Personal information collected directly by The Company is handled in accordance with its Privacy Policy;
    2. Included and hosted services are subject to the applicable Fair Use Policy;
    3. For proposed work flagged during discovery as involving sensitive information, the parties follow the process described in the public Sensitive Data Declaration. The signed organisation-wide declaration is inherited by projects; a project-specific request changes no handling or price until reviewed and separately signed by the primary contact. Ordinary project acceptance remains separate and needs no portal login;

Definitions:

'The Company' - Wallace Corporation Holdings Pty Ltd, ABN 85 169 183 233

'The Client' - the party engaging Wallace Corporation for services.

All dollar figures are in Australian dollars and exclusive of GST.

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Rachel Wallace Corporation