Terms of Business

Applies to: All clients of Gravy Makers Marketing (“GMM”, “GM”, “Gravy”, “we”, “us”).
Effective: When you accept our Initial Pre-Proposal / Engagement Confirmation Email (“Engagement Confirmation Email”) by reply, e-signature, or first payment.

How this works

• This is a universal agreement covering a catalogue of services (see Schedule A). Only services that are applicable for your engagement will be actioned.
• Your Engagement Confirmation Email sets any variables (objectives, fee, media budget “up to”, start date, and any special notes).
• Order of precedence: (1) Engagement Confirmation Email; then (2) Schedule B; then (3) this MSA/TOB/Agreement.

1) Scope & service authority (expert-led)

We provide, if applicable, marketing, Google Ads, SEO, social media, web development & management, email marketing (eDM), hosting, domain & email services, analytics, and consultancy (the “Services”).
You appoint us as your lead advisor to determine, acting reasonably and in your best interests, what mix of Services from our catalogue will best achieve the agreed objectives within your approved budget. We may adjust tactics and allocation without seeking task-by-task approval.

2) Term, minimum commitment & billing

• Retainers: Minimum commitment 3 months; monthly payments in advance; 30-days’ notice to cancel thereafter (month-to-month).
• Projects (one-off): 50% to start / 50% at completion (acceptance or go-live, as stated in the Engagement Confirmation Email).
• Timelines may move if approvals, content or access from you are delayed.

3) Fees, invoices, overdue & suspension

• Fees are AUD + GST.
• Overdue: a $45 admin fee per overdue invoice plus 5% of the invoice amount per 30-day period (or part thereof), non-compounding, capped at 20% total per invoice.
• Suspension: if any invoice is >14 days overdue, we may suspend Services until paid.
• Invoice queries: raise within 7 days of invoice date.

4) Media budgets & allocation (marketing / Google Ads / social / SEO)

• Where a media budget “up to” an amount is approved, you pay us in advance; we pay platforms directly up to that cap.
• We have full discretion to reallocate time and any unused budget across your channels in the same cycle (no fixed splits).
• Third-party platform fees, features and policies may change at any time.

5) Accounts, access & transfers

Two operating models (confirmed in onboarding or the Engagement Confirmation Email):
(A) Client-owned accounts (we act as manager/admin); (B) GMM-hosted managed accounts with contractual transfer on exit where the platform allows.
Client access can be read-only by request to reduce disruptions; admin or other changes on request. Transfers/exports are case-by-case (some assets aren’t transferable) and fees apply reflecting complexity.

6) Deliverables, IP & portfolio

• Final Deliverables described in our communications are licensed to you to use them during the engagement or 12 months from creation (whichever is later).
• Working Files, Templates & Pre-existing Tools remain GMM IP. Transfer is available (fee applies).
• Portfolio/case study: you grant us the right to reference your name/logo and high-level results; you can opt out anytime via hello@gravymakers.com

7) Client responsibilities

Provide timely approvals, accurate and truthful information, brand assets, credentials and access; ensure legality and compliance of your content and products/services; maintain valid consents for personal data you supply; and pay all fees and pass-through charges promptly.

8) Performance, conversions & consultancy

We don’t guarantee specific outcomes (e.g., leads, rankings, revenue) due to market/algorithm/competitor/regulatory changes. We’re not responsible for your conversion effectiveness (answer rates, sales processes, staffing, clinic operations, CRM settings). Consultancy is advice; you decide and implement.

9) Email marketing (eDM) — if applicable

eDM pricing is threshold-based (list size/sends/segments). Thresholds and rates may change—please contact your GMM Account Manager for the latest bracket and pricing before each campaign.
You warrant your lists and content comply with the Spam Act (valid consent, sender ID, unsubscribe). We don’t guarantee deliverability, opens or inbox placement.

10) Analytics — if applicable

We may deploy or manage analytics (e.g., GA4, Search Console, etc.). For GMM-hosted properties, we will transfer reasonable exports or property ownership on exit where platforms allow and fees are paid.

11) Hosting, domain & email — if applicable (see Schedule B)

Key points: 512 MB mailbox per account with standard IMAP/POP/SMTP setup; domain agent services; renewal responsibility; remediation of client-caused issues is billable.

12) Websites — staging hold (if applicable)

After staging delivery: if no feedback within 30 days, a “keeping fee” of 5% of total project (ex-GST) per month applies. After 12 months’ inactivity, we may cancel and delete staging files (no refund). We’ll send reminders (around day 25, month 6, month 11) and offer a final paid export pre-deletion.

13) Regulated health services — if applicable

If your website or content advertises a regulated health service (e.g., a general practice), you must comply with relevant health advertising requirements (e.g., claim substantiation, testimonial restrictions). Compliance remains your responsibility.

14) Data protection & privacy

We handle personal information consistent with the Australian Privacy Principles. Processing may occur overseas (currently India; Brazil may be used). We’ll cooperate on Notifiable Data Breaches. Your public-facing Privacy Policy remains yours to maintain.

15) Change control (variations)

Simple path: (1) you request (email is fine); (2) we send an impact note (time/cost/schedule); (3) on written approval, we proceed and reflect it in the next invoice/email record.

16) Non-solicitation

You won’t directly hire or engage our employees or core contractors who worked on your account for 12 months after the last service date.

17) Warranties, liability & indemnities

• Each party warrants authority to enter this agreement.
• To the maximum extent permitted by law, we exclude implied warranties and indirect/consequential loss, including loss of profit, revenue, goodwill or data.
• Liability cap: our aggregate liability in any 12-month period is capped at the greater of (i) Fees you paid in the preceding 12 months; or (ii) AUD $50,000.
• Carve-outs: the cap/exclusions don’t apply to liability that cannot be excluded under law, or to fraud/wilful misconduct.
• Your indemnity: you indemnify us for claims/loss arising from (i) your content, data or products/services; (ii) your legal breaches (including Spam/Privacy/health advertising); or (iii) third-party IP claims caused by materials you supply.

18) Termination

• Material breach not remedied within 14 days of notice → termination by the non-breaching party.
• After the minimum term, either party may terminate on 30 days’ notice.
• On termination, you must pay amounts due; licences to our Working Files/Templates/Tools cease (unless separately transferred). We’ll take reasonable steps, subject to fees, to assist with transition (including exports/transfers where permitted).

19) Updates to this MSA and related policies

We may update this MSA, our Terms & Conditions or Privacy Policy. We will give at least 30 days’ email notice; changes are prospective (next billing cycle/renewal). If you don’t agree, you may terminate without penalty before the effective date. We keep archived versions online.

20) E-signature & acceptance records

Acceptance may occur via e-signature, email reply, web form or first payment. We record your name, email, timestamp, IP and a document version hash (a cryptographic fingerprint of the exact version accepted) to evidence identity, intention and the terms agreed.

21) Disputes & governing law

We’ll escalate disputes to senior contacts, then to mediation under Queensland Law Society guidelines. Governing law and forum: Queensland, Australia.

22) General

Assignment with consent (not unreasonably withheld). Subcontracting is permitted (including offshore specialists). Force majeure applies. Notices by email. If a clause is invalid, the balance remains effective. This MSA (with Schedules) and your Engagement Confirmation Email are the entire agreement for the Services.

Schedule A — Service Catalogue & Discretionary Allocation (Reference)

This schedule lists the Services that may be delivered if applicable to your engagement:

1. Marketing strategy & execution (positioning, messaging, campaign planning, creative direction, testing frameworks).
2. Google Ads (search/display/video/shopping; account structure, bidding, audiences, creative, tracking).
3. SEO (technical, on-page, content plans, local SEO, link-earning guidance).
4. Social media (organic and paid; content calendars, asset prep, community moderation approach, paid campaign setup).
5. Web development & management (new builds, improvements, maintenance, performance, security hardening, backups).
6. Email marketing (eDM) (template design, list hygiene guidance, campaign build & QA, threshold-based pricing; contact your GMM Account Manager for current bracket and pricing before each campaign).
7. Hosting, domain & email services (see Schedule B).
8. Analytics (GA4 setup/maintenance, events, attribution hygiene, dashboards).
9. Consultancy (reviews, audits, workshops, training, advisory).

Allocation Authority: Within your approved budget and objectives set in the Engagement Confirmation Email, GMM may reallocate effort and “up to” media between these Services to maximise results, without requiring task-by-task approvals.

Schedule B — Hosting & Email SLA + Acceptable Use (Reference; if applicable)

Hosting SLA

• Uptime target: 99.5% monthly (excludes scheduled maintenance/force majeure).
• Backups: daily snapshots (target RPO ≤ 24h; RTO commercially reasonable).
• Maintenance windows: typically off-peak with reasonable notice.
• Support hours: Business days 9:00–17:00 AEST (urgent outages best-effort out of hours).
• Remediation: Client-caused or third-party breakages (DNS, plugins, code) are billable at standard rates.
• Exclusions: third-party outages, registrar failures, broad attacks beyond standard mitigation, custom code defects, client-caused incidents.

Domain & DNS

• We may act as your agent with registrars; you remain registrant/beneficial owner subject to fee payment.
• We invoice renewals in advance; unpaid renewals may lapse. Keep contact/billing details current.
• DNS propagation timing is outside our control.

Email service

• Mailbox allocation: 512 MB per account with standard IMAP/POP/SMTP setup.
• POP setups can remove mail from the server per your client settings.
• We don’t guarantee spam filtering outcomes or universal deliverability.

Acceptable Use (summary)

• No unlawful, harmful, defamatory, infringing, abusive or deceptive activity.
• No spam/phishing; send only with valid consent and functional unsubscribe.
• No interference with network/security; keep credentials secure.
• No resource abuse (e.g., bulk mail from standard mailboxes, mining/scanning tools).
• We may suspend to protect infrastructure or comply with law/regulator/host requests.

Incidents & NDB

• Notify suspected compromise promptly. We’ll cooperate on containment, investigation and, where required, Notifiable Data Breach steps.

Your Acceptance