Terms and conditions

Updated: February 2026

Location:  Queensland, Australia

1. Services and Engagement

1.1 Scope of Work: We provide services as outlined in your specific Proposal.

1.2 Subcontractors: We reserve the right to engage qualified third-party specialists. We remain responsible for the quality of these deliverables.

1.3 Independent Contractors: This agreement does not create a partnership or employer-employee relationship.

2. Intellectual Property (IP) Rights

2.1 Ownership of Deliverables: Upon full and final payment of all invoices, we assign to you the IP rights in final "Front-End" deliverables (logos, website design, copy).

2.2 Security Interest: Until full payment is received, all IP remains the property of In Cahoots Co. You are not authorised to use draft or final works until your account is settled.

2.3 Agency IP: We retain all rights to our proprietary processes, code, and templates ("Agency IP"). You are granted a non-exclusive licence to use these only as part of the specific project deliverables provided.

2.4 Ownership of Intellectual Property only transfers to the Client upon receipt of cleared funds for the final invoice.

3. Non-Transferability (Assignment)

3.1 Personal Agreement: This agreement is personal to the Client. You may not assign or transfer any rights (including upon the sale of your business) without our prior written consent. New owners must enter into a new agreement with In Cahoots Co.

4. Payment, Refunds and Statutory Guarantees

4.1 Thresholds: Projects under $1,000 require 100% upfront payment. Projects above $1,000 require a 50% deposit, with the balance due prior to delivery/Go-Live.

4.2 Statutory Guarantees: Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures, you are entitled to cancel your service contract and receive a refund for the unused portion, or compensation for its reduced value.

4.3 No Refunds for Change of Mind: Subject to Clause 4.2, refunds are not provided for "change of mind" or if the Client’s internal business circumstances change after work has commenced.

4.4 Late Fees: Unpaid invoices accrue a late fee of 5% monthly.

4.5 Retainers and Fractional CMO Services: All recurring services, including Fractional CMO, SEO, and monthly Maintenance retainers, are payable in full, upfront, prior to the commencement of the service month. Invoices for recurring services are typically issued 14 days in advance of the new month to ensure continuity of service. We reserve the right to pause all work if a retainer invoice remains unpaid by the first day of the service period.

5. Project Management & Administrative Re-engagement ("Ghosting")

5.1 The 4-Week Trigger: If a project is delayed for more than four (4) consecutive weeks due to client inaction or failure to provide feedback/assets following a final written request, the project is deemed "Dormant."

5.2 Re-engagement Fee: The Client acknowledges that moving a project to "Dormant" requires the re-allocation of Agency resources. To reactivate, an Administrative Fee of $500 + GST (or 10% of the project value) applies. This fee represents a genuine pre-estimate of the cost to re-audit the project and re-schedule specialist labour.

5.3 This fee represents the administrative cost of auditing the project status, re-briefing team members, and re-allocating production resources previously moved to other active projects.

6. Revisions, Scope, and User Acceptance (UAT)

6.1 Creative Amendment Rounds (Logos, Branding, Graphic Design):

• 6.1.1 Limits: Unless otherwise specified in the Proposal, all creative projects include two (2) rounds of amendments.
• 6.1.2 Scope of Amendments: Amendments are defined as refinements to the chosen concept (e.g., colour palette tweaks, font adjustments, or layout spacing).
• 6.1.3 Concept Finalisation: Once a concept is selected from the initial presentation, any request to revert to a previous concept or to create a completely new "third" direction will incur an additional Concept Development Fee.

6.2 User Acceptance & Final Sign-off (All Digital Works): This clause applies to all deliverables, including Website launches, Branding assets, and Automation logic.

• 6.2.1 The Review Period: Upon delivery of a "Final Draft" (for branding) or "Beta Version" (for tech), the Client has five (5) business days to conduct a final review.
• 6.2.2 Branding Sign-off: For Logos and Brand Identity, "Sign-off" is defined as the Client’s written approval of the final files. Once approved and the final high-resolution files are delivered:
• Any further changes (even minor typos or colour shifts) are billable.
• It is the Client’s responsibility to perform a final check on all spelling, phone numbers, and addresses within the design. In Cahoots Co is not liable for printing costs or damages resulting from errors found after final sign-off.
• 6.2.3 Technical Sign-off (UAT): For AppSheet, Websites, and Automations, sign-off is achieved when the Client provides written approval or requests the project move to a "Live" or "Production" environment.
• 6.2.4 "De Facto" Acceptance: If the Client fails to provide feedback within the 5-day Review Period, or begins using the assets in a live commercial capacity (e.g., updating their social media with a new logo or processing real customer data through an automation), the project is deemed Accepted.
• 6.2.5 Fitness for Purpose: Acceptance (written or de facto) constitutes a legal admission that the work meets the requirements of the initial brief and is "fit for purpose" under the Australian Consumer Law.

7. Training and Post-Training Support

7.1 Rates: Individual training is billed at $150 + GST per hour, per person. For corporate training or workshops, training quotes will be tailored to your requirements and are separate to individual training rates.

7.2 Discrete Sessions: Training does not include ongoing support. Further questions or "micro-support" will be billed as new Training Blocks or at our hourly rate.

7.3 Liability: We are not liable for updates or mistakes made by your staff or course participants following training.

8. AI, Automation, and AEO

8.1 AI Usage: We use AI for efficiency; all final work undergoes human review.

8.2 AEO Disclaimer: We do not control how search engine AI (e.g., Google SGE) summarises your brand; outputs are non-deterministic.

8.3 Logic Warranty: Automation builds include a 30-day Logic Warranty.

9. Website Hosting, Security, and Support

9.1 Hosting: We are not liable for 3rd-party hosting downtime.

9.2 Emergency Surcharge: "Level 5 – Business Critical" requests outside business hours (Fri 12pm – Mon 8am) incur a minimum $150 + GST call-out fee.

9.3 Service Providers: We utilise high-quality third-party infrastructure to host websites. You acknowledge that In Cahoots Co does not own or physically control the servers.

• Duda CMS: For clients on our Duda platform, hosting is provided as a resold service.
• Conetix/Other: For all other hosting, we act as a referral partner. Your contract for hosting is directly with the third-party provider (e.g., Conetix), and their specific Terms and Conditions apply.

9.4 Uptime and Liability: While we aim for 99.9% uptime, we do not guarantee uninterrupted service. In Cahoots Co is not liable for any loss of profits, data, or "business interruption" costs resulting from server outages, maintenance windows, or "acts of God" affecting Duda or Conetix infrastructure.

9.5 Payment Obligation: Hosting fees are non-refundable and cover the provision of server space and security certificates. Temporary downtime does not constitute a "Major Failure" and does not entitle the Client to a refund or a waiver of hosting fees.

9.6 The "Hand-off" Rule: If you choose to host with a third party via our referral (e.g., Conetix), In Cahoots Co is not responsible for your billing disputes, server configurations, or technical support with that provider unless you are on an active Managed Maintenance Plan with us.

10. Liability and 3rd Party Platforms

10.1 No-Guarantee: Marketing is subject to external forces. We do not guarantee specific revenue or rankings.

10.2 Limitation of Liability: To the maximum extent permitted by law, our liability is limited to the resupply of services or the cost of having the services supplied again.

10.3 Platform Actions: We are not liable for account bans or changes by Meta, Google, LinkedIn or TikTok or propriety website platforms.

11. Jurisdiction

11.1 Governed by the laws of Queensland, Australia. Jurisdiction is Ipswich or Brisbane.

11.2 Mediation First: Before any legal action is taken, both parties agree to attend a mediation session in Ipswich or Brisbane to resolve the issue in good faith.

13. Professional Conduct and Mutual Respect

13.1 Workplace Safety: In Cahoots Co is committed to providing a safe, respectful, and harassment-free environment for our team. This protection extends to all digital communications, phone calls, and in-person meetings.

13.2 Unacceptable Behaviour: We have a zero-tolerance policy for aggressive, abusive, or offensive behaviour. This includes, but is not limited to:

• The use of profanity, derogatory remarks, or personal insults.
• Threatening language or "bullying" tactics.
• Persistent, excessive, or unreasonable communication outside of our triaged support channels.

13.3 Right to Terminate: If a Client (or their representative) engages in Unacceptable Behaviour, In Cahoots Co reserves the right to:

• A) Immediate Suspension: Cease all work on the project and move it to "Dormant" status until a mediation meeting can be held.
• B) Termination for Breach: Terminate the agreement immediately. In the event of termination for abusive conduct, all work performed to date becomes immediately payable, and no refunds will be issued for deposits or work-in-progress.

13.4 Communication Limits: If communication becomes excessive or unproductive, we reserve the right to restrict all future correspondence to written email through our designated Project Management or Help Desk channels only.

13.5 The Client acknowledges that marketing and automation results are a partnership. In Cahoots Co will not be held responsible for internal business failures or external market factors beyond our control. The following behaviours are considered a breach of our Professional Conduct policy:

• Baseless Blame: Attributing business losses, low sales, or operational failures to In Cahoots Co without providing objective, technical evidence of an Agency error.
• Scapegoating: Blaming the Agency for outcomes resulting from the Client’s failure to follow strategic advice, failure to provide content, or failure to manage their own internal leads and staff.
• Harassment via Accusation: Repeatedly making unfounded accusations regarding Agency performance as a means to avoid payment or demand "out-of-scope" work.

14. Termination and Post-Contractual Assistance

14.1 Cessation of Duty: Upon the termination of this agreement by either party (the "Termination Date"), In Cahoots Co’s obligation to provide services, support, or advice ceases immediately.

14.2 Handover of Assets: We will provide a one-time "Handover Package" consisting of final deliverables and access credentials, provided all outstanding invoices have been paid in full. We are not required to maintain copies of your data or files beyond thirty (30) days from the Termination Date.

14.3 Re-Engagement for Legacy Support: If the Client requires assistance, file retrieval, troubleshooting, or technical handover support after the Termination Date, such requests will be treated as a New Engagement.

14.4 Legacy Support Fees: Because "Legacy Support" requires re-accessing archived systems and re-briefing staff on a non-active account, these requests are subject to:

• (a) A Re-activation Fee: A flat fee of $250 + GST to restore the account/files from archive.
• (b) Premium Hourly Rates: All time spent on handover assistance or "post-seperation" questions will be billed at our Premium Support Rate of $225 + GST per hour (minimum 1-hour increment), payable upfront.

14.5 Refusal of Service: In Cahoots Co reserves the right to decline any request for post-termination assistance if the previous relationship was terminated under Clause 13 (Professional Conduct).

15. Debt Recovery and Collection Costs

15.1 Default Status: An account is deemed to be in "Default" if any invoice remains unpaid for more than 30 days past the due date, and no written extension has been granted by In Cahoots Co.

15.2 Suspension of Service: Upon Default, we reserve the right to immediately suspend all services, including but not limited to:

• Deactivating live websites or landing pages;
• Pausing active ad campaigns;
• Disabling automation logic/AppSheet access; and
• Withholding all Intellectual Property (IP) and source files. We are not liable for any business loss resulting from such suspensions.

15.3 Recovery Costs: The Client is liable for all costs and disbursements incurred by In Cahoots Co in recovering any outstanding debt. These costs include, but are not limited to:

• (a) Debt Collection Agency Fees: Commission and charges applied by 3rd party agencies.
• (b) Legal Fees: All legal costs on a full "Solicitor/Client" indemnity basis.
• (c) Administrative Fees: An internal fee of $150 + GST for each formal "Letter of Demand" issued by the Agency.

15.4 Interest: Interest on overdue debts will be charged at a rate of 10% per annum, calculated daily from the date the invoice became overdue until the date of full payment.

15.5 Reporting: We reserve the right to report defaults to credit reporting agencies, which may impact your business’s credit rating.