1. PROVISION OF SERVICES
   1.1 Scope: Kinetic Marketing Co (KMC) will provide services with reasonable care and skill
   as outlined in the Service Schedule.
   1.2 Ad Spend: All advertising media spend is paid directly by the Client to the platform
   (Google/Meta/TikTok). KMC is not responsible for platform billing errors or account
   suspensions.
2. FEES AND PAYMENT
   2.1 Invoicing: Monthly fees are invoiced 30 days in advance.
   2.2 Web/AI Projects: A 50% non-refundable deposit is required to commence. Work will not
   start until funds are cleared.
   2.3 Late Payments: Invoices unpaid after 7 days incur a 5% monthly interest fee. If unpaid
   after 14 days, KMC may suspend all services, including SEO maintenance, until the account
   is current.
   2.4 Debt Recovery: The Client is liable for all reasonable costs (including legal and
   collection agency fees) incurred by KMC in recovering overdue amounts.
3. TERM AND TERMINATION
   3.1 Minimum Term: The Client is committed to the Initial Term specified in the Schedule
   (e.g., 6 months for SEO).
   3.2 Notice Period: Following the Initial Term, either party may terminate with 30 days’
   written notice.
   3.3 Early Termination (SEO): If the Client terminates SEO services before the 6-month term
   ends, the full balance of the remaining term becomes immediately due.
   3.4 Performance Termination: Clause 4 of the Service Schedule overrides the Minimum
   Term only if the specified KPIs are not met for two consecutive months following the
   Learning Phase.
4. INTELLECTUAL PROPERTY (IP)
   4.1 Client IP: Client retains rights to their branding, trademarks, and pre-existing content.
   4.2 Agency IP: KMC retains ownership of its “Working Files,” internal templates, AI prompts,
   and proprietary methodologies used to deliver the services.
   4.3 Deliverables: Upon full payment, the Client is granted a perpetual license to use the
   final creative outputs and website designs.
5. LIABILITY AND DISCLAIMERS
   5.1 No Guarantee of Profit: KMC uses professional expertise to achieve results; however,
   digital performance is subject to third-party algorithms and market volatility. No specific ROI
   is legally guaranteed except as provided for in the Performance Target exit clause.
   5.2 Limitation of Liability: To the extent permitted by the Australian Consumer Law, KMC’s
   total liability is limited to the total Fees paid by the Client in the three (3) months preceding
   the claim.
   5.3 Ad Account Bans: KMC is not liable for account suspensions caused by the nature of
   the Client’s industry, content, or platform policy changes.
6. CLIENT RESPONSIBILITIES
   6.1 Approvals: Client must provide approvals/feedback within 48 hours. Delays by the
   Client do not pause the billing cycle.
   6.2 Compliance: Client warrants their products/services comply with Australian law and
   platform advertising policies.
7. CONFIDENTIALITY & NON-SOLICITATION
   7.1 Confidentiality: Both parties agree to keep business data, campaign performance, and
   pricing confidential.
   7.2 Non-Solicitation: The Client agrees not to solicit or hire any KMC employee or
   contractor for 12 months following the end of this agreement. Breach of this clause results in
   a fee equal to 30% of the employee’s annual salary.
8. GENERAL
   8.1 Jurisdiction: This agreement is governed by the laws of Victoria, Australia.
   8.2 Dispute Resolution: Parties agree to first attempt good-faith mediation in Melbourne
   before filing court proceedings.