Terms and conditions.

1. About these terms

These terms and the proposal we send you (the Proposal) make up the agreement between Online Creative Dudes Pty Ltd (ABN 87 641 994 087) of Perth, Western Australia (OCD, we, us, our) and the business named in the Proposal (you, your, the Client).

1.1 Acceptance. You accept these terms when you sign or accept the Proposal (including by email or online), set up the direct debit, or let us start work, whichever happens first.

1.2 Order of priority. If the Proposal and these terms conflict, the Proposal wins to the extent of the conflict. If your own purchase order or trading terms conflict with this agreement, this agreement wins.

1.3 Changes to these terms. We can update these terms by giving you at least 30 days' written notice. Changes never apply to work already invoiced. If you don't like a change, you can cancel before it takes effect under clause 2.3 with no fee, and you'll never be worse off for doing so.

1.4 Capitalised words are defined in clause 10.

2. Term, pausing and cancelling

2.1 No lock-in. Ongoing services (Google Ads management, Meta Ads management, SEO and any other monthly service in the Proposal) run month to month. There's no minimum term and no exit fee.

2.2 Pausing. You can pause an ongoing service at any time by telling us in writing before your next billing date. We won't raise the next invoice, and we'll pause your campaigns at the end of the period you've already paid for. To restart, tell us and we'll resume billing from the restart date. If a pause runs longer than three months, we may need to rebuild or re-audit campaigns before relaunch, and we'll quote that separately before doing it.

2.3 Cancelling. You can cancel any ongoing service by telling us in writing before your next billing date. The service ends at the close of the period you've already paid for. We don't refund part months, except where the law requires it.

2.4 Cancelling project work. If you cancel a Project (a website, landing page or other one-off build) before it's finished, you pay for the work done to the cancellation date, calculated at our hourly rate in the Proposal and capped at the Project fee.

2.5 When we can end things. We can end the agreement by giving you 30 days' written notice for any reason. We can suspend or end it sooner by written notice if:

• an invoice is more than 14 days overdue and you haven't paid within 7 days of us reminding you in writing (unless you've raised a genuine dispute about it before the due date);
• you materially breach this agreement and don't fix it within 14 days of us telling you in writing;
• you ask us to do something unlawful, or that breaches an advertising platform's policies, and won't withdraw the request; or
• you become insolvent or stop trading.

You can end the agreement on the same grounds if we breach it or become insolvent.

2.6 On exit. When the agreement ends:

• you pay any invoices issued for work done up to the end date;
• we hand over your accounts and assets under clause 5.2 and clause 8;
• we remove our access to your accounts within 14 days of handover, unless you ask us to stay on longer;
• we keep your data for 90 days, then may delete it. Ask before then if you want a copy.

Clauses 3, 5.2, 8, 9 and 10 survive the end of the agreement.

3. Fees and payment

3.1 One monthly fee. Ongoing services are billed as one monthly fee, in advance, by direct debit on your billing date. Unless the Proposal says otherwise, the Google Ads management fee also covers routine website updates, conversion testing and landing page changes that support your campaigns. Anything outside that is quoted before we start.

3.2 Ad spend is separate. You pay Google, Meta and any other platform directly for your media spend, on your own payment method. Our fee never includes ad spend, and we never mark it up.

3.3 Project fees. Unless the Proposal sets a different schedule, Projects are invoiced 50% on acceptance and 50% on launch or delivery. Invoices for Projects are due within 7 days.

3.4 GST. All prices are in Australian dollars and exclude GST unless stated. We issue tax invoices.

3.5 Price changes. We can change our fees by giving you at least 30 days' written notice. The new price applies from the first billing date after the notice period. You can cancel before then under clause 2.3. Fees in a Proposal are fixed for its validity period.

4. Referral scheme

4.1 How it works. If you refer another business to us and they become a paying Google Ads management client and pay their first invoice, you get one month of management free. There's no cap. Credits apply to your next invoice, and roll forward if you've already got one applied. Credits can't be transferred or cashed out, and lapse if your agreement ends. We can change or end the scheme with 30 days' written notice, but credits you've already earned stay.

4.2 Your rights under the law. The referral scheme sits on top of your rights under the Australian Consumer Law, and doesn't replace or reduce them.

5. Our services

Each part of this clause applies only where the Proposal includes that service.

5.1 Google Ads and Meta Ads management

(a) We plan, build, launch and manage campaigns on the platforms named in the Proposal, and report on performance monthly through our reporting dashboard.

(b) You follow each platform's advertising policies. If a platform rejects, limits or suspends ads or an account, we'll tell you promptly and help you resolve it, but we can't control platform decisions.

(c) Forecasts, including our ROI calculator and any projections in a Proposal, are estimates built from benchmarks and your inputs. They aren't promises. Results depend on things outside our control, including competition, platform changes, seasonality, your pricing, your website and how quickly you follow up leads.

(d) You're responsible for the accuracy and legality of claims, pricing, licences and images you give us to use in ads.

(e) Please don't change campaigns, budgets or tracking without telling us first. We're not responsible for results affected by changes made without our knowledge. If unannounced changes keep happening, we may end the agreement under clause 2.5.

5.2 Ad accounts, access and handover

(a) The account is yours. Ad accounts are set up in your business name with your billing details. You own the account and all performance data in it, and we'll give you cost and performance data for your account whenever you ask.

(b) Build period. OCD is the sole account manager while we manage your campaigns. For the first three months (the Build Period) we hold admin access and you get standard or read-only access. This protects the work we put into the build, which is the bulk of our effort and isn't priced into a setup fee.

(c) Our campaign build. The campaign structure, keyword research, negative keyword lists, ad copy, scripts and settings we create (the Campaign Build) stay our intellectual property during the Build Period. After the Build Period, ownership passes to you.

(d) Leaving during the Build Period. If the agreement ends before the Build Period finishes, we'll give you full admin access to the account and its data within 14 days, and you can choose either to:

• pay a Build Transfer Fee of $750 (plus GST), and keep the Campaign Build; or
• have us remove the Campaign Build before handover, leaving the account, its billing and its historical data intact.

(e) Leaving after the Build Period. We hand over full admin access with the Campaign Build intact, at no cost, within 14 days.

(f) If you already had an account before engaging us, we work inside it, it stays yours, and clauses (b) to (d) apply only to the Campaign Build we add.

5.3 Tracking and analytics

We set up conversion tracking through Google Tag Manager, Google Analytics 4 and the ad platforms. Tags, containers and analytics properties are created in, or transferred to, your accounts. You're responsible for your website's privacy policy and cookie consent, and for making sure tracking complies with privacy law (see clause 6.2). We'll flag gaps we notice, but that isn't legal advice.

5.4 Websites and landing pages

(a) We build to the scope, page count and timeline in the Proposal. Timelines assume you supply content, access and feedback on time (see clause 6.3).

(b) The Proposal includes two rounds of revisions per design stage. Further changes, or changes to the agreed scope, are quoted before we do them.

(c) After launch, you have 30 days to report defects (things that don't work as specified). We fix those free. New features and content changes are separate, unless they fall under the monthly fee in clause 3.1.

(d) We build on WordPress using premium plugins, including ACF Pro and Gravity Forms, under OCD's agency licences. Those licences cover your site while you're a client. If the agreement ends, you'll need your own licences to keep receiving plugin updates, and we'll tell you which ones.

(e) Unless you're on a hosting or maintenance plan with us, keeping WordPress, plugins and backups up to date after launch is your responsibility.

5.5 SEO and content

(a) We carry out the SEO work in the Proposal using accepted practice. Rankings depend on Google and competitors, and nobody can guarantee them. We don't use tactics that breach Google's spam policies.

(b) We send you content for approval before it's published. If you haven't approved or asked for changes within 14 days, we may publish it, except ad copy and anything making claims about price, licences, safety or results, which always needs your sign-off.

(c) AI tools. We use AI tools, including The Content Studio, our own content platform, to research, draft and produce written, image and video content. A person at OCD reviews everything before it goes to you. You still approve it, and you're responsible for confirming factual claims about your business are true.

5.6 Hosting and maintenance

(a) We aim for at least 99% monthly uptime, excluding scheduled maintenance, outages at our hosting provider's upstream network, and attacks or problems caused by third parties or by changes you make.

(b) We take daily backups and keep them for 30 days. We also recommend you keep your own copy.

(c) We apply core and plugin updates and monitor security. If a site is compromised, we'll act straight away to restore it. Cleanup caused by something you or your other providers did is billed at our hourly rate.

(d) Support runs Monday to Friday, 9am to 5pm AWST, excluding WA public holidays. Urgent after-hours work is by arrangement.

(e) We don't set up or support email hosting unless the Proposal says so.

5.7 Who does the work

We use our own team and trusted contractors, some of whom are based overseas. We remain responsible for their work as if it were ours.

6. Your responsibilities

6.1 Working together. You give us the access, information, approvals and content we reasonably need, on time, and tell us about anything that affects your campaigns (new services, price changes, capacity limits, service areas, licences).

6.2 Compliance. You're responsible for your website's privacy policy, cookie consent and terms, and for complying with privacy, spam, consumer and licensing laws that apply to your business and your advertising. That includes making sure tracking tags only fire where the law allows.

6.3 Delays on your side. If a Project stalls for more than 30 days waiting on you, we may put it on hold and give a new timeline when you're ready. If restarting needs extra work (for example, plugin or WordPress updates), we'll quote it before doing it. If a Project stays on hold for six months, we'll invoice for work completed to that point and close it, and hand over everything we've built.

6.4 Lawful use. You won't ask us to publish anything unlawful, misleading, defamatory, or that infringes someone else's rights. We can decline or remove that kind of content, and we'll tell you if we do.

7. Postcode clusters and other clients

7.1 Our cluster policy. To avoid competing against ourselves for the same leads, we limit the number of Google Ads clients we take on in the same trade within the same postcode cluster. It's how we run the business, and it's the reason we sometimes turn work down.

7.2 Not exclusivity. That policy isn't a promise of exclusivity. We work with other businesses, including other businesses in your trade outside your cluster, and we may change cluster boundaries as our client base changes. If you want a binding exclusivity arrangement, it has to be written into the Proposal.

8. Intellectual property, privacy and confidentiality

8.1 Your materials. You keep ownership of everything you give us: logos, photos, copy, data. You give us permission to use them to provide the services. You confirm you have the right to give us that permission.

8.2 What we make for you. Once you've paid for it in full, you own the website design, pages, written content, images and videos we create specifically for you. Ad account Campaign Builds follow clause 5.2.

8.3 What stays ours. We keep ownership of our own tools, templates, code libraries, processes, reporting dashboard, ROI calculator and The Content Studio, and anything we developed independently of your work (OCD IP). Where OCD IP forms part of something we deliver to you, you get a permanent, non-exclusive, royalty-free licence to use it as part of that deliverable. Third-party items (stock images, fonts, plugins) are licensed on their owners' terms.

8.4 Showing our work. We can show your website and general results in our portfolio and marketing, without revealing your spend or confidential figures. Tell us in writing if you'd prefer we didn't.

8.5 Privacy. We handle personal information in line with our Privacy Policy. We store your data in Australia. Some of our team work remotely from overseas and access it from there, under the same confidentiality obligations as everyone at OCD. The ad platforms and software we use, such as Google and Meta, may store data overseas under their own terms.

8.6 Confidentiality. Each of us keeps the other's confidential information private and uses it only for this agreement, unless the law requires disclosure or it's already public. This continues after the agreement ends.

8.7 Security. We take reasonable steps to protect your accounts and data, including limiting access to the people who need it. No system is risk-free, and we're not liable for breaches caused by third-party platforms or by credentials you share outside our control. If we become aware of a breach affecting your data, we'll tell you promptly.

9. Liability, disputes and general terms

9.1 Australian Consumer Law. Nothing in this agreement excludes, restricts or changes rights you have under the Australian Consumer Law that can't lawfully be excluded. Where the law lets us limit our liability for a failure to meet a consumer guarantee, our liability is limited to supplying the services again or paying the cost of having them supplied again.

9.2 Limit on liability. Apart from clause 9.1, our total liability to you under or in connection with this agreement is limited to the fees you paid us in the 12 months before the event giving rise to the claim. This limit doesn't apply to liability for fraud, wilful misconduct, or our breach of confidentiality or privacy obligations.

9.3 Indirect loss. Neither of us is liable to the other for lost profits, lost revenue, lost opportunity or other indirect or consequential loss, except to the extent caused by fraud or wilful misconduct.

9.4 Things outside our control. We're not liable for loss caused by advertising platforms, search engines, hosting providers or other third parties, by changes you or your other providers make, or by events outside our reasonable control such as outages, cyber attacks, natural disasters or pandemics. If one of these stops either of us performing, that obligation is suspended while it lasts (except paying for work already done), and either of us can end the agreement if it lasts more than 60 days.

9.5 Indemnities. You indemnify us against third-party claims arising from content or instructions you provide, or your breach of the law. We indemnify you against third-party claims that work we created for you infringes someone's intellectual property, except where the infringement comes from material you supplied. Each of us must reduce the loss where we reasonably can, and the indemnity reduces to the extent the other party contributed to the loss.

9.6 Disputes. If something goes wrong, raise it with Garo directly first. If it isn't sorted within 14 days, either of us can give written notice of a dispute, and we'll both try in good faith to resolve it within 30 days. If that fails, either of us can refer it to mediation in Perth through the Resolution Institute, with costs shared equally. Neither of us starts court action until then, except for urgent relief.

9.7 Notices. Notices under this agreement can be given by email to the address in the Proposal or the latest address either of us has given the other.

9.8 Transfer. You can't transfer this agreement without our consent, which we won't unreasonably withhold. We can transfer it to a business that takes over OCD's client services, after telling you in writing, and you can cancel under clause 2.3 if you'd rather not continue.

9.9 Governing law. Western Australian law governs this agreement, and the courts of Western Australia have jurisdiction.

9.10 Severance. If a court finds part of this agreement unenforceable, the rest still applies.

10. Definitions

Build Period

The first three months of Google Ads or Meta Ads management, counted from campaign launch.

Build Transfer Fee

The fee in clause 5.2(d) to keep the Campaign Build if you leave during the Build Period.

Business Day

Monday to Friday, excluding WA public holidays.

Campaign Build

The campaign structure, keyword research, negatives, ad copy, scripts and settings OCD creates in an ad account.

OCD IP

The tools, templates, processes and platforms described in clause 8.3.

Project

One-off work with a defined scope, such as a website, landing page, audit or tracking setup.

Proposal

The proposal or quote OCD sends you, setting out services, fees and timelines.