Terms of business.

Last updated 02/04/2026

These terms apply to the engagement of Reconnect Digital (we, us, our) by the client identified in the Letter of Engagement or Statement of Work (Client, you, your).

When read with the Letter of Engagement (LOE) and any Statement of Work (SOW), they constitute the Agreement between us. In the event of conflict, documents prevail in this order: (i) the SOW; (ii) these Terms; (iii) the LOE.

The Services

1. The services we will provide are set out in each SOW and may include, without limit, any of the following: AI or CRM consulting, build and optimisation, Google review generation and reputation management (delivered via appropriate SaaS platforms); SEO and Generative Engine Optimisation (GEO) services; website design, build and maintenance; content strategy, video production, photography, editing, ad creative production and copywriting; and any other services agreed in writing (Services).
2. We will: (a) perform the Services with professional care and skill; (b) comply with your reasonable directions in relation to the Services; and (c) comply with all laws applicable to our provision of the Services.
3. You will provide all access, accounts, content, approvals and other inputs we reasonably need to perform the Services (Client Inputs). This includes administrator access to your Google Business Profile, social media and ad accounts, website hosting, SaaS sub-accounts (where applicable), and any third party tools required for the Services. You warrant that your Client Inputs are accurate, lawful, and that you have the rights to provide them. We are not required to verify your Client Inputs unless agreed in writing.
4. We may engage third party platforms and providers in delivering the Services, including but not limited to Google, Meta, Stripe or other payment processors, hosting providers and SMS gateways (Third Party Providers). Third Party Providers are not our subcontractors. You are responsible for fees charged by Third Party Providers, and you agree to reimburse us for any third party costs we incur on your behalf in connection with the Services. We make no warranties about Third Party Provider performance, availability, or pricing.
5. We will seek your approval before publishing any deliverable. Once approved by you (or deemed approved if you do not respond within 5 business days of a written request), we will not be liable for the deliverable as published.
6. You may request changes or cancellation of work in progress. We will use reasonable efforts to accommodate such requests, but you agree any deposit paid is non-refundable and to pay for: (i) Services performed up to the agreed change date; and (ii) any third party costs and additional fees arising from the change.

Performance expectations and limitations

7. You acknowledge that:
   1. SEO, GEO and search rankings depend on factors outside our control (including search engine algorithms, competitor activity and user behaviour) and we make no warranty about specific rankings, traffic, leads or revenue;
   2. ad campaign performance depends on factors outside our control (including audience response, market conditions and platform policies) and we make no warranty about specific cost-per-result, return on ad spend or conversion outcomes;
   3. Google, Meta and other platforms may change their policies, algorithms, terms or pricing at any time, and we are not responsible for the impact of such changes;
   4. review generation outcomes depend on customer behaviour and the underlying customer experience, neither of which we control; and
   5. where you operate in a regulated industry (including, without limit, financial services, or health services regulated under the Health Practitioner Regulation National Law and AHPRA advertising guidelines), you are responsible for ensuring that the Services and any content we produce or publish on your behalf comply with the applicable advertising, testimonial and professional conduct rules. You will provide us with written guidance on any such restrictions before we commence work and will promptly review and approve content before it is published.

Payment

8. You will pay our fees as set out in each SOW. Fees may be: (a) recurring (monthly or otherwise) for ongoing Services, payable in advance; (b) setup or onboarding fees, payable in advance and non-refundable once setup work has commenced; and/or (c) project fees for one-off Services, payable as set out in the SOW (typically a deposit on signing and the balance on completion or against agreed milestones).
9. Recurring Services renew automatically each billing period unless either party gives at least 30 days' written notice of non-renewal (or the longer minimum term specified in the SOW). Recurring fees and project fees are non-refundable for any period or work that has commenced.
10. Unless otherwise agreed, we will invoice in advance for recurring Services and against the milestones agreed in the SOW for project Services. Invoices are payable within 7 days of issue. All amounts are exclusive of GST, which will be added at the prevailing rate. Unless otherwise agreed, recurring fees will be adjusted by CPI on each anniversary of the start of the engagement.
11. If any invoice remains unpaid past its due date, we may (without prejudice to our other rights): (i) charge interest at 2% per month on the overdue amount; (ii) suspend the Services and pause access to any deliverables, accounts or platforms until payment is made; and/or (iii) terminate the Agreement under the termination clause below.

Nature of the agreement

12. Nothing in this Agreement creates a partnership, joint venture, employment or fiduciary relationship between us. We act as principal in our dealings with Third Party Providers unless we have expressly agreed in writing to act as your agent.

Confidentiality

13. Each party will keep the other party's confidential information confidential and will only use it as required to perform or receive the Services. This obligation continues after termination. It does not apply to information that is or becomes public other than through breach of this clause, was already known to the receiving party, or is required to be disclosed by law.

Intellectual property

14. Each party retains ownership of any materials, tools, methodologies, code, templates, snapshots, automations, integrations, know-how or other assets it owned or licensed before the start of the Agreement, or develops outside the scope of the Services (Background Materials). Any improvements or developments to our Background Materials made during the Services remain ours.
15. Subject to payment in full, we assign to you the intellectual property rights in any final deliverables we produce specifically for you under the Services, excluding our Background Materials and any third party materials (Final Deliverables). To the extent our Background Materials or third party materials are embedded in Final Deliverables, we grant you a perpetual, non-exclusive, non-transferable licence to use them as part of those Final Deliverables.
16. You warrant that your Client Inputs do not infringe any third party rights or breach any law. We warrant that the Services and Final Deliverables (excluding your Client Inputs and any third party materials supplied by you) will not infringe any third party intellectual property rights.
17. You grant us a non-exclusive, royalty-free licence to use your name, logo and a description of the work performed for the purpose of promoting our business (case studies, awards, website, portfolio and similar).

Privacy and data

18. To the extent we handle personal information on your behalf as part of the Services (for example, customer contact details for review automation campaigns), each party will comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws. You warrant that you have collected such personal information lawfully and have the consents required to disclose it to us and to the Third Party Providers used in delivering the Services. Each party will notify the other promptly of any actual or suspected privacy breach affecting the Services.

Termination

19. Either party may terminate the Agreement (or any specific SOW) by giving 30 days' written notice (subject to any minimum term in the SOW). Either party may terminate immediately on written notice if the other party: (i) commits a material breach that is not remedied within 30 days of written notice (or is incapable of remedy); or (ii) becomes insolvent or enters into any form of external administration.
20. On termination: (i) you will pay all fees and third party costs accrued to the date of termination, plus any non-cancellable third party commitments we made on your behalf with your approval; (ii) we will return or destroy your confidential information and personal information (other than copies retained for legal or backup purposes); and (iii) we will provide reasonable transition assistance for up to 14 days, charged at our standard hourly rates. We are not required to transfer ownership of, or grant ongoing access to, our Background Materials (including snapshots, workflows and automations) on termination.

Liability

21. To the maximum extent permitted by law:
    1. neither party is liable for any indirect, consequential, special or incidental loss, including loss of profits, revenue, business opportunity, reputation or data;
    2. our maximum aggregate liability under or in connection with the Agreement is limited to the fees (excluding third party costs) you have paid to us in the 30 days immediately preceding the event giving rise to the claim;
    3. our liability is reduced to the extent any loss is caused or contributed to by your breach, act or omission; and
    4. you agree to take reasonable steps to mitigate any loss.

General

22. You will not, during the term of the Agreement and for 6 months after, solicit or hire any of our staff or contractors who have been involved in providing the Services.
23. Neither party may assign the Agreement without the other party's written consent (not to be unreasonably withheld). We may engage sub-contractor support to meet any of our obligations, but will remain responsible for the performance of the Services.
24. Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control.
25. Notices must be in writing and sent to the addresses set out in the LOE (or as updated). Email is acceptable for routine communications and approvals; notices of termination, breach or dispute must be sent by email and confirmed by registered post.
26. If a dispute arises, the parties will discuss it in good faith for at least 10 business days before commencing any proceedings (other than urgent injunctive relief or proceedings to recover unpaid fees).
27. The Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria.
28. The Agreement (these Terms, the LOE and any SOW) is the entire agreement between the parties in relation to its subject matter and supersedes any prior agreements or understandings. No variation is effective unless in writing and signed by both parties. If any clause is unenforceable, the remainder remains in effect. No delay or failure to exercise any right is a waiver of that right. The Agreement may be signed in counterparts and electronically.