TERMS AND CONDITIONS

These Terms and Conditions ("Agreement") govern the provision of marketing services by Castillo Marketing (Castilloshots) ("Agency") to the client identified in the applicable Service Agreement or Proposal ("Client"). By engaging the Agency, the Client agrees to be bound by this Agreement.

1. Definitions

Agency: Castillo Marketing (Castilloshots), its successors and assigns.

Client: The person or entity purchasing services from the Agency.

Services: Lead generation, advertising (including digital, social media and search engine marketing), and related consulting services as set out in the Service Agreement or Proposal.

Retainer: The recurring fee payable by the Client for Services, invoiced monthly or fortnightly in advance.

Commencement Date: The date on which the Agency begins to provide Services.

Term: The period from the Commencement Date until termination in accordance with clause 5.

2. Scope of Services

2.1 The Agency will provide the Services described in the Service Agreement or Proposal. Any variation or addition to the Services must be agreed in writing.

2.2 The Agency will use reasonable skill, care and diligence in performing the Services in accordance with industry standards.

3. Fees and Payment

3.1 The Client authorises the Agency to automatically charge the Retainer via Stripe to the Client’s nominated payment method on a monthly or fortnightly basis in advance. A receipt for each payment will be automatically emailed to the Client upon successful processing.

3.2 Invoices are due for payment within 7 days of the invoice date, unless otherwise agreed in writing.

3.3 Late payments may incur interest at a rate of 1.5% per month, calculated daily until payment is made in full.

3.4 The Client is responsible for all out‑of‑pocket expenses reasonably incurred by the Agency in connection with the provision of Services (e.g. advertising spend, third‑party tools), which will be invoiced monthly or as incurred.

4. Cancellation and Termination

4.1 Either party may terminate this Agreement by giving at least 7 days’ written notice to the other party.

4.2 Upon termination:

The Client will pay all outstanding Fees, expenses, and any work in progress through the termination date.

The Agency will provide the Client with any deliverables completed to the date of termination.

4.3 The Agency may immediately suspend Services if the Client:

Fails to pay any amount when due.

Breaches any material term of this Agreement and fails to remedy the breach within 7 days of written notice.

5. Intellectual Property

5.1 The Agency retains ownership of all pre‑existing intellectual property and methodologies.

5.2 Subject to full payment of all Fees, the Agency grants the Client a non‑exclusive, non‑transferable licence to use deliverables produced specifically for the Client.

5.3 The Client warrants that any materials provided to the Agency for use in the Services do not infringe third-party rights.

6. Confidentiality

6.1 Each party agrees to keep confidential all information disclosed by the other party that is marked or reasonably understood to be confidential.

6.2 This clause survives termination of the Agreement.

7. Client Obligations

7.1 The Client agrees to provide all necessary cooperation, access to information, and approvals to enable the Agency to perform the Services promptly.

7.2 Delays caused by the Client may result in adjusted timelines or additional Fees.

8. Warranties and Disclaimers

8.1 The Agency warrants that it will perform Services with reasonable skill and care.

8.2 Except as expressly provided, all other warranties, express or implied (including merchantability or fitness for a particular purpose), are excluded to the fullest extent permitted by law.

9. Limitation of Liability

9.1 To the maximum extent permitted by law, the Agency’s liability for any loss or damage arising in connection with this Agreement shall not exceed the total Fees paid by the Client in the 3 months preceding the claim.

9.2 The Agency is not liable for any consequential, indirect, special or punitive losses.

10. Indemnity

The Client indemnifies the Agency against any loss, liability, damage or expense (including legal fees) arising from:

Any breach of the Client’s warranties or obligations.

Any claims that Client‑provided materials infringe third‑party rights.

11. Privacy and Data Protection

The Agency will handle personal information in accordance with the Privacy Act 1988 (Cth) and the Agency’s Privacy Policy. The Client consents to the Agency collecting, using and disclosing personal data for the purpose of providing Services.

12. Spam Act Compliance

The Agency will comply with the Spam Act 2003 (Cth) when conducting email marketing or electronic messaging. The Client must ensure compliance with applicable laws for content and recipient consent.

13. Governing Law and Jurisdiction

This Agreement is governed by the laws of Victoria, Australia. The parties submit to the non‑exclusive jurisdiction of the courts of Victoria.

14. General Provisions

14.1 Variation: Any variation must be in writing and signed by both parties.

14.2 Assignment: Neither party may assign rights or obligations without the other party’s prior written consent.

14.3 Severability: If any provision is found invalid, the remainder continues in full force.

14.4 Entire Agreement: This Agreement, together with the Service Agreement or Proposal, constitutes the entire agreement between the parties.