Last updated: 15 October 2026
1. About these Terms
These Terms of Service (Terms) apply to services supplied under the IMExpert business name, ABN 54 696 692 160 (IMExpert, we, us or our), to the person or organisation acquiring the services (Client, you or your).
These Terms should be read with each applicable proposal, statement of work, quote, order, invoice or other written scope agreed with you (Service Document). Each agreed Service Document forms part of the agreement for that engagement. A separately signed master services agreement, non-disclosure agreement or data processing agreement prevails to the extent of an inconsistency on the subject matter it expressly governs. Otherwise, the Service Document prevails over these Terms for the relevant engagement. These Terms continue to govern matters not expressly addressed elsewhere. An agreement for one engagement does not automatically amend another.
2. Acceptance
You accept these Terms when you sign or otherwise approve a Service Document, instruct us to commence work after receiving or being directed to these Terms, access or use the Services, or pay an invoice that refers to these Terms.
Payment of the first invoice for an engagement after the Terms have been provided or clearly linked constitutes acceptance of these Terms for that engagement.
3. Services and scope
We provide digital marketing and information technology services including search engine optimisation (SEO), generative engine optimisation and AI search visibility work, paid media management, analytics and tracking, content and digital strategy, website hosting, WordPress website design and development, website maintenance, custom themes and plugins, integrations and related consulting services.
The precise Services, deliverables, inclusions, exclusions, timing and fees for an engagement are set out in the applicable Service Document.
Work requested outside the agreed scope may be treated as additional work and charged at our then-current rates after we notify you that the request is outside scope.
4. Client responsibilities
You must provide information, approvals, content, access, credentials and other dependencies reasonably required for us to perform the Services. You are responsible for ensuring information and materials you provide are accurate, lawful and that you have the rights and permissions required for us to use them.
You must review deliverables and requests for approval within a reasonable time. We are not responsible for delay or loss caused by delayed approvals, missing information, inaccurate instructions, revoked access or other matters within your control.
Where you control user accounts or credentials relevant to the Services, you must take reasonable security precautions, including using strong unique passwords, restricting administrator access and enabling multi-factor authentication where reasonably available.
5. Retainers and reserved capacity
Where Services are supplied on a retainer basis, the retainer reserves agreed capacity and ongoing access to our team during the relevant billing period.
Unless the Service Document says otherwise, unused retainer time does not roll over to a later month. A temporary campaign pause does not automatically suspend the retainer or the associated fees because capacity remains reserved for the Client.
If your requirements materially change, either party may request a review of the retainer scope and fee.
6. Third-party platforms and service providers
Our Services may rely on third-party platforms, software, hosting providers, advertising networks, analytics systems, APIs, plugins, themes, cloud infrastructure and other suppliers (Third-Party Services).
Third-Party Services are outside our direct control and may change functionality, pricing, policies, algorithms, availability, access requirements or technical specifications without notice to us.
We will exercise reasonable care and skill when configuring or working with Third-Party Services within the agreed scope, but we do not warrant their continuous availability, security or performance and are not responsible for a failure originating in a Third-Party Service except to the extent the loss was directly caused by our failure to exercise reasonable care and skill in performing Services expressly within scope.
7. SEO, advertising and performance outcomes
Search rankings, website traffic, leads, advertising results, conversion rates, cost per acquisition and other performance outcomes depend on factors outside our control, including competition, market conditions, client offers, website quality, user behaviour and changes made by search engines, advertising platforms and other third parties.
We do not guarantee a particular ranking, traffic level, number of leads, advertising result or commercial outcome. This does not limit our obligation to perform the agreed Services with reasonable care and skill.
Advertising media spend, platform charges and other third-party costs are separate from our management fees unless the Service Document expressly states otherwise.
8. Website development, maintenance and hosting
Where we provide website development, maintenance or hosting services, our responsibilities are limited to the Services expressly included in the applicable Service Document.
Unless expressly included, website maintenance does not constitute continuous managed cyber-security monitoring, penetration testing, security operations centre services or a guarantee that a website or system will be immune from vulnerabilities or cyber incidents.
Hosting and website availability may depend on third-party infrastructure. We may take reasonable emergency action, including temporarily disabling a plugin, integration, account or service, where we reasonably consider it necessary to protect a website, system, data or other users from an active security or stability risk. We will notify you as soon as reasonably practicable.
9. Cyber security
Websites, hosting environments, software, plugins, integrations, cloud services, email and other digital systems may be affected by vulnerabilities, malware, ransomware, unauthorised access, credential compromise, denial-of-service attacks and other cyber incidents.
We will exercise reasonable care and skill in performing security-related tasks that are expressly within the agreed scope. We do not warrant that any website, account, network, platform or system will be uninterrupted, error-free or immune from cyber incidents.
The occurrence of a cyber incident does not, by itself, establish that we have breached these Terms or failed to exercise reasonable care and skill.
To the maximum extent permitted by law, we are not responsible for loss arising from malicious third-party conduct, compromised Client credentials, vulnerabilities in Third-Party Services, Client acts or omissions, or circumstances outside our reasonable control, except to the extent the loss was directly caused by our failure to exercise reasonable care and skill in performing Services expressly within scope.
If a cyber incident occurs, investigation, restoration, incident response or remediation work is additional work unless it is included in the agreed scope or is required to correct a breach of these Terms by us.
10. Backups and restoration
Where backup services are included, we will perform them in accordance with the agreed scope and the capabilities of the applicable hosting or backup provider. No backup system is infallible and we do not guarantee that every version of data will always be recoverable.
Where backup or disaster recovery services are not included in our scope, the Client remains responsible for maintaining appropriate backups and recovery arrangements.
11. Privacy and data
Each party must comply with privacy and data protection laws that apply to it in connection with the Services.
Our handling of personal information is described in our Privacy Policy.
Where we process personal information on your behalf as part of the Services, you are responsible for ensuring that you have a lawful basis and all notices, consents and permissions required for that processing. We will only use that information as reasonably necessary to provide the Services, meet our legal obligations or as otherwise authorised by you. We take reasonable access and security precautions appropriate to the Services and do not deliberately submit identifiable Client Confidential Information to public AI services for model training without separate authorisation. Authorised AI-assisted services may involve third-party processing under their terms and any agreed Client instructions. If we become aware of a suspected incident materially affecting Client personal information within systems under our management, we will take reasonable steps to investigate, contain and notify the Client without undue delay once sufficient initial information is available, and cooperate on applicable notification obligations. Continuous security monitoring is outside scope unless specifically agreed.
12. Intellectual property
Each party retains ownership of intellectual property it owned before the engagement or developed independently of it (Background IP).
Subject to payment of all amounts due, you may use the final deliverables we create specifically for you for your business purposes. Unless the Service Document expressly transfers ownership, we retain ownership of our Background IP, reusable methods, templates, processes, know-how, code libraries, tools and systems incorporated into or used to create the deliverables and grant you a non-exclusive licence to use those elements as part of the deliverables.
Our preferred approach is for Clients to own and retain administrator control of their advertising, analytics, search, social media, domain and website accounts, subject to the relevant platform terms. We ordinarily use delegated agency, partner or named-user permissions rather than taking ownership. We can assist with setup, verification, configuration and administration when a Client needs technical support without altering intended Client ownership. Clients should retain appropriate owner access and the ability to revoke our permissions. Operational tracking implementation assets, including Google Tag Manager containers, tags and triggers, may be maintained, replaced or retired as part of the Services and are not necessarily permanent standalone deliverables. This does not affect Client rights in their underlying business accounts, data or measurement information. Any material exceptions involving shared infrastructure, agency-owned subscriptions or agreed technical handover requirements should be set out in the Service Document.
Third-party materials remain subject to the applicable third-party licence terms.
You grant us a licence to use materials you provide solely as reasonably required to perform the Services.
13. Confidentiality
Confidential Information means non-public information disclosed for an engagement that is marked confidential or reasonably understood to be confidential, including non-public business information, commercial arrangements, account details, technical information, customer information and personal information. Each party must protect the other’s Confidential Information using reasonable care, use it only for the engagement and disclose it only to people who need access and are under appropriate confidentiality obligations, or where required by law. Where lawful and practicable, the recipient will give reasonable notice before compelled disclosure.
Confidential Information excludes information that becomes public without breach, was already lawfully known without restriction, is lawfully received from an unrestricted third party, or was independently developed without using Confidential Information. Confidentiality obligations continue for three years following termination, and for trade secrets and personal information for as long as protection is required by applicable law. A separately signed NDA prevails over this section to the extent of inconsistency.
14. Fees, invoices and payment
Fees are set out in the applicable Service Document or invoice and are in Australian dollars unless stated otherwise. GST is additional where applicable.
Invoices are payable by the due date shown on the invoice. Retainer fees are payable in advance unless otherwise agreed.
If an invoice is overdue, we may suspend Services after giving reasonable notice. Suspension does not waive amounts already due or fees for reserved retainer capacity.
We may use a stored or recurring payment method only where you have separately authorised us or the applicable payment provider to do so.
Reasonable third-party recovery costs incurred in collecting a valid overdue debt may be recoverable from you to the extent permitted by law.
15. Term and termination
The engagement continues for the term stated in the applicable Service Document.
Unless the Service Document states a different notice period, either party may terminate an ongoing retainer by giving at least 21 days’ written notice before the next invoice date. Fees already paid for reserved capacity are non-refundable except where required by law or where we agree otherwise in writing.
On termination, you must pay all amounts properly due for Services performed, committed third-party costs and any reserved capacity that remains payable under the agreed notice period. Both parties will reasonably cooperate to remove unnecessary delegated access and make Client-owned accounts, materials and data accessible to the Client. At the Client’s request, we will give reasonable assistance transferring Client-controlled accounts and agreed deliverables, subject to platform terms; substantial out-of-scope transition work may be separately charged. We may retain records reasonably needed for legal, tax, insurance, accounting, disputes and routine backups, subject to confidentiality and privacy obligations. Our Background IP, internal systems and third-party licences are not transferred.
We may terminate or suspend an engagement immediately where reasonably necessary because of unlawful instructions, abusive conduct, a material security risk, non-payment, sanctions or legal restrictions, or a material breach that is incapable of remedy. Where a breach can reasonably be remedied, we will generally give you an opportunity to do so first.
16. Liability
Nothing in these Terms excludes, restricts or modifies a right, guarantee, condition, warranty or remedy that cannot lawfully be excluded, including any applicable rights under the Australian Consumer Law.
Subject to those non-excludable rights, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of opportunity or loss of goodwill, except to the extent such exclusion is prohibited by law.
To the maximum extent permitted by law, our aggregate liability arising out of or in connection with an engagement is limited to the fees paid or payable for the affected Services during the 12 months immediately preceding the event giving rise to the claim, or, for a project lasting less than 12 months, the total fees paid or payable for that project.
The liability cap does not apply to liability that cannot lawfully be limited or excluded, or to fraud or wilful misconduct by us.
Each party must take reasonable steps to mitigate loss it suffers in connection with the engagement.
17. Subcontractors
We may use employees, contractors and specialist service providers to perform parts of the Services. We remain responsible for the Services we have agreed to provide, subject to these Terms.
18. Force majeure
Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay money already due, to the extent caused by an event outside its reasonable control. The affected party must take reasonable steps to minimise the impact and resume performance when reasonably practicable.
19. Disputes
If a dispute arises, the parties should first try in good faith to resolve it through direct discussion. This does not prevent either party from seeking urgent interlocutory relief or exercising rights that cannot lawfully be restricted.
20. Changes to these Terms
We may update these Terms from time to time. Material changes that affect an existing ongoing engagement will be notified to you and will apply prospectively after reasonable notice. Changes required by law, to correct an error, or that do not materially reduce your rights may take effect when notified or published.
A change to these Terms does not retrospectively alter a completed project or an accrued right unless the parties agree otherwise.
21. Governing law
These Terms are governed by the laws of New South Wales, Australia. The parties submit to the courts of New South Wales and any courts entitled to hear appeals from them.
22. Contact
Questions about these Terms may be sent to [email protected] or raised with your usual IMExpert contact.