Invicton Consulting (us, we) is a consulting firm and digital agency and agrees to provide the Services requested by the Client on the terms and conditions set out below. Words in ITALICS are defined at clause 25 below.

1. Acceptance 1.1 The Client shall be deemed to have accepted these terms and conditions and the Proposal if the Client:

(a) selects the “I Agree” condition (or the like) on Invicton Consulting’s website, or any other website the purpose of which is to make contracts, when completing the online Order and submits the online Order;

(b) executes the Proposal, physically or electronically, and returns the Proposal to Invicton Consulting; and/or

(c) gives or continues to give Invicton Consulting instructions in relation to the Services after receiving the Proposal.

1.2 Notwithstanding clause 1.1, Invicton Consulting may insist on the Client accepting the Proposal and these terms and conditions in writing by signing the Acceptance or another form of written acceptance.

1.3 Invicton Consulting will not commence the Services until the Client has accepted these terms and conditions in accordance with clause 1.1.

1. Services 2.1 Invicton Consulting shall provide the Services in accordance with the Agreement and the Scope as agreed in the Proposal.

2.2 The Client and Invicton Consulting agree that the items referred to as Exclusions in the Proposal, if any, are excluded from the Agreement.

2.3 Invicton Consulting warrants that the Services will be provided with due care and skill, and in a timely manner and in accordance with any timeframes agreed by the parties.

2.4 Invicton Consulting is entitled to pause the Services at any time for operational and management reasons by written notice to the Client.

1. Term 3.1 Subject to clauses 1.3, Invicton Consulting shall provide the Client with the Services for the Term commencing on the date the Agreement is accepted or otherwise agreed in writing between the parties.

3.2 Upon the Term expiring, the parties may agree to extend the Term by mutual agreement and on such terms agreed at that time.

1. Client’s Responsibilities & Acknowledgments 4.1 The Client must:

(a) establish and maintain clear channels of communication at all times with Invicton Consulting;

(b) comply with Invicton Consulting’s reasonable directions in a timely manner;

(c) provide Invicton Consulting access to the Client’s website(s);

(d) notify Invicton Consulting of any updates to the Client’s services, terms and conditions or any other material update that may impact Invicton Consulting or the Services, including (without limitation) changes to any laws and regulations that affect the Client’s business; and

(e) promptly provide all information requested and reasonably required by Invicton Consulting for the purpose of providing the Services including, without limitation:

i Google Analytics access;

ii Facebook access; and

iii Linkedin access.

4.2 The Client acknowledges and accepts that:

(a) the results of the Service may vary due to third party providers (such as Google and Facebook) changing its systems and algorithms which affect search rankings, advertising costs and other factors that may impact the Client;

(b) the ranking of a website on a particular search engine (such as Google) is determined by many factors outside the control of Invicton Consulting;

(c) Invicton Consulting does not guarantee or represent that the Services will result in the Client’s desired outcome;

(d) Any client case studies or results promoted by Invicton Consulting are used for example purposes only and in no way imply that similar results will be achieved by the Client;

(e) Invicton Consulting is not responsible for any independent changesmade to the Client’s website(s) by the Client or other parties that detrimentally affect the ranking or results of the website(s);

(f) the Client will have a direct legal relationship with each third party service provider it engages, including those service providers engaged by Invicton Consulting on behalf of the Client as part of the Services, and the Client agrees to be bound by the terms and conditions of the third party;

(g) the Client is authorised to use any images or content provided to Invicton Consulting by the Client;

(h) Invicton Consulting is not responsible for any content published and/or distributed on behalf of the Client pursuant to the Services, in particular via the Client’s website or social media pages;

(i) the Client will indemnify Invicton Consulting for any loss or damage incurred by Invicton Consulting as a result of any authorised use of images or content on behalf of the Client pursuant to the Services. For the purposes of this clause, the Client will be deemed to have authorised content selected by Invicton Consulting if they do not request removal of the content upon inspection); and

(j) Invicton Consulting may provide incentives to third parties to introduce potential customers or clients to Invicton Consulting or to direct Invicton Consulting to potential customers or clients.

4.3 Invicton Consulting shall not be responsible for any errors brought about by the Client’s failure to provide information or documentation or failure to provide material that is later found to be material to the Client’s requirements or any statutory return.

1. Fees & Invoices 5.1 The Client shall pay to Invicton Consulting the Fees and other money that becomes payable under the Agreement (without any set off) in the manner and at the times stated in the Agreement and/or the Proposal.

5.2 Invicton Consulting will issue an Invoice to the Client for any paid Services provided.

5.3 The Client must pay the Fees within 7 Business Days of the date an Invoice is sent to the Client, or such other period as specified in the Proposal.

5.4 Should the Client dispute any charge on an Invoice, the Client must notify Invicton Consulting of the disputed item within 5 Business Days of the date of the Invoice. The Client must pay the amount of the Invoice not in dispute within the stated timeframe. Failure by the Client to notify Invicton Consulting of a disputed Invoice within 5 Business Days shall be deemed acceptance by the Client of the entire Invoice.

5.5 Unless specified otherwise, the Services will be capped to such number of hours that is equivalent to the Fees as based on the Default Rate (for example, a Fixed Fee of $1,500 is equivalent to 10 hours of work). Where Invicton Consulting has performed the value of the Fees from performance of an equivalent number of hours providing the Services, the Client agrees that any additional work will be outside of the Scope and subject to additional charge. Where the Client does not accept the additional charge upon being notified by Invicton Consulting, then Invicton Consulting may cease all Services immediately without any further liability to the Client.

5.6 Invicton Consulting will provide an itemised account of fees and charges upon the Client’s written request.

5.7 If Invicton Consulting engages a third party service provider in connection with the Services with the Client’s prior consent, the Client shall indemnify Invicton Consulting against all fees and disbursements charged by that third party to Invicton Consulting. The Client acknowledges that Invicton Consulting may require that the Client enter into a service agreement with the third party directly.

5.8 Unless agreed otherwise, the Default Rate for the Services shall increase on each anniversary of 1 July by 5% or such other amount by written notice to the Client or atsuch other times by 30 days prior written notice to the Client. For the avoidance of doubt, any change to the Default Rate will impact the number of included hours of Services in accordance with the capped pricing model under clause 5.5.

5.9 The Client is not entitled to receive the benefit of any credits, discounts, subsidies, rebates, or refunds provided to Invicton Consulting by Invicton Consulting’s Third-Party Partners.

5.10 If the Fees are paid by direct debit the Client acknowledges that the respective third party direct debit party’s terms & conditions will apply and the Client agrees to be bound by the said terms & conditions and liable to pay the direct debit party’s fees.

5.11 The Client shall indemnify Invicton Consulting for reasonable expenses incurred on behalf of the Client and costs borne in connection with the performing of the Services with the Client’s prior consent. The Client acknowledges that the Fees do not include expenses incurred on behalf of the Client, unless specified otherwise.

5.12 If work in the proposal is delayed beyond 12 months from the proposal approval date due to factors caused by The Client or factors outside of the control of Invicton Consulting, Invicton Consulting reserves the right to void the contract and/or charge The Client additional Fees. These additional Fees will be calculated and charged on an hourly rate basis at Invicton Consulting’s discretion.

1. Variations & Custom Services 6.1 A Variation or Custom Services occurs if:

(a) the Agreement deems a Variation or Custom Services;

(b) the Client requests Invicton Consulting to perform a Variation or Custom Services and subsequently Invicton Consulting performs the Variation or Custom Services in accordance with the Client’s direction;

(c) the Client and Invicton Consulting agree in writing to a Variation or Custom Services, including Agreement as to the price of the Variation or Custom Services; or

(d) Invicton Consulting’s expenses or supplier costs increase.

6.2 Unless agreed otherwise between the parties, the price of a Variation or the Custom Services Fee is payable progressively as the Variation or Custom Services is performed and is due at the same time as the next Account after it is carried out.

6.3 If the Client has requested Invicton Consulting to perform a Variation or Custom Services and Invicton Consulting has provided the Client with a cost proposal in respect of the Variation or Custom Services, unless the cost proposal is rejected by the Client in writing within two (2) Business Days the amount of the cost proposal is deemed to be the price of the Variation or Custom Services for the purposes of clause 6.1(b).

6.4 If there is insufficient time to calculate the price of a Variation or Custom Services, or this Agreement deems a Variation or Custom Services, the price of the Variation will be charged to the Client based on the Default Rate.

6.5 There shall be a deemed Variation or Custom Services if:

(a) the requirements of any statutory or other Authority necessitate a change to the Services, such Variation being that work required to effect that change;

(b) additional work is required, or the work is required to be performed in a manner not anticipated; and/or

(c) after the Agreement is made a statutory or other Authority introduces or increases any tax, charge, levy or other regulation or any requirement that affects the Services that causes any increase in the costs of the Services.

6.6 Notwithstanding any other clause herein, Invicton Consulting is under no obligation to carry out any deemed Variation, Variation or Custom Services requested by the Client.

1. Acknowledgement of Possible Delays 7.1 The Client acknowledges that completion of the Services may be suspended by Invicton Consulting pursuant to clause 8 or delayed by any cause beyond the control of Invicton Consulting including:

(a) a Variation or a request by the Client for a Variation;

(b) an act of God, fire, explosion, earthquake or civil commotion;

(c) an industrial dispute;

(d) anything done or not done by the Client;

(e) Invicton Consulting’s usual Christmas shutdown period, if any, in each year; and

(f) any materials required by Invicton Consulting to perform the Services not being fully completed or made available to Invicton Consulting.

7.2 Invicton Consulting shall not be liable for the failure to perform the Services or the Agreement to the extent and for so long as its performance is prevented or delayed without substantial fault or negligence by Invicton Consulting because of a circumstance referred to in clause 7.1.

7.3 Where the costs of the Services have increased due to any delay beyond the control of Invicton Consulting, there shall be a deemed Variation and Invicton Consulting shall be entitled to a reasonable increase in the Fees.

1. Suspension 8.1 If the Client is in breach of the Agreement, Invicton Consulting may suspend the carrying out of the Services and must promptly give to the Client written notice of the suspension and details of the breach.

8.2 Invicton Consulting must recommence the providing the Services within a reasonable time after the Client remedies the breach and gives Invicton Consulting written notice of that fact.

1. Dispute Resolution 9.1 The parties must attempt to resolve any dispute or claim arising out of or under the Agreement by negotiation in good faith before either party commences any litigation in relation to the dispute or claim. Accordingly, if a party considers that a dispute or claim has arisen under the Agreement they must give written notice to the other party adequately setting out and providing details of the dispute.

9.2 Invicton Consulting and the Client must meet in person, by phone, via the internet, via video link or by any other means, within ten (10) Business Days of the giving of a notice pursuant to clause 9.1 to attempt to resolve the dispute or claim or to agree on methods of doing so. The parties must be represented at the meeting by a person with authority to agree to a resolution of the dispute.

9.3 If the dispute is resolved the parties must write down the resolution and sign it.

9.4 The parties agree that anything done or said in the negotiations cannot be revealed in any other proceedings.

9.5 Nothing in this clause prevents either party from commencing urgent injunctive or interlocutory proceedings in a competent Court or affects Invicton Consulting’s

9.6 Despite the existence of a dispute, the parties must continue to perform their respective obligations under the Agreement.

1. Default, cancellation & Termination of Contract 10.1 Notwithstanding any other clause herein, Invicton Consulting may cancel any agreement to which these terms and conditions apply at any time before the Services are commenced by giving written notice to the Client whereafter any deposit or other amount paid by the Client on account of the Services shall become immediately repayable to the Client. Invicton Consulting shall not be liable for any consequential loss or damage in relation to any such cancellation.

10.2 Either party may terminate this Agreement for convenience at any time by giving the other party 30 days written notice.

10.3 Without limiting clause 10.4, a party may terminate the Agreement for cause in the following circumstances:

(a) the other party is in default of the Agreement;

(b) the non-defaulting party has served notice in writing on the party setting out details of the default and stating that the party will be entitled to terminate the Agreement unless the default is remedied within a specified time of not less than 14 days;

(c) the party fails to remedy the default within 14 days of receiving a notice under clause (b), or such longer period as may be specified in the notice; and

(d) the non-defaulting party serves written notice of termination whilst the default remains unsatisfied.

10.4 If the Client fails to pay any Fees in accordance with the Agreement within seven (7) days of the due date for payment:

(a) Invicton Consulting may terminate the Agreement by notice in writing to the Client;

(b) the Client shall indemnify Invicton Consulting from and against all costs and disbursements incurred or payable by Invicton Consulting in connection with the recovery of monies owing by Invicton Consulting (including, without limitation, legal fees on an indemnity basis, collection agency costs and bank dishonour fees); and

(c) Invicton Consulting may cancel all or any part of the Services or Services in connection with any other contract or contracts made with the Client to which these terms and conditions apply whereafter all amounts payable by the Client to Invicton Consulting shall become payable immediately.

10.5 If Invicton Consulting terminates this Agreement for convenience under clause 10.2, Invicton Consulting will refund to the Client any Fees paid by the Client on a pro rata basis.

10.6 If the Client terminates this Agreement for convenience under clause 10.2, the Client will remain liable to pay any Fees and other moneys it has incurred or agreed to pay Invicton Consulting, including any disbursements paid on behalf of the Client.

10.7 Where the Client has engaged Invicton Consulting for a Term of 12-months and purports to terminate for convenience after 6-months from commencement of the Term, the Client will not be entitled to any pro rata refund on the Fees for the remainder of the agreed Term.

10.8 The Client acknowledges that due to the nature of the internet, certain information posted about the Client during the course of providing the Services may continue to be available on the internet following termination of the Agreement.

1. Warranties & Representations 11.1 Except as expressly provided to the contrary in the Proposal, or elsewhere in these terms and conditions, all representations, warranties, guarantees and conditions in relation to the Services (whether implied or otherwise) are hereby excluded to the maximum extent permitted by law.

11.2 If the Client is aware (or should be aware) that the Services are for a particular purpose, the Client agrees to clearly specify that purpose in writing in the Proposal.

11.3 The Client warrants that it has made its ownenquiries in relation to the suitability of the Services and has not relied on any representation made by Invicton Consulting in relation to their suitability for any particular purpose.

11.4 Invicton Consulting provides the Services without any warranty or guarantee of continuous or uninterrupted availability. If the Services are delayed or interrupted whatsoever, Invicton Consulting’s only obligation will be to restore the Services as soon as reasonably possible.

11.5 Invicton Consulting makes no warranty or guarantee in respect of the Services to the performance of any campaign or any Service provided by Invicton Consulting, however will perform the service with reasonable care and skill.

11.6 Invicton Consulting does not warrant, guarantee or endorse for any product or service advertised or offered by any third party in relation to the provision of the Services.

11.7 Invicton Consulting provides a 3 month warranty period from the launch date for any coding issues. This is defined as issues only relating to the intended and agreed functionality as per the proposal document. This warranty period takes effect once the client has provided written sign-off to launch the site. This does not include any changes or updates to the design or functionality.

1. Third-Party Websites & Obligations 12.1 The Client authorises Invicton Consulting to:

(a) post content on third party sites or applications, such as (but not limited to) Google , Facebook, Twitter, Linkedin, direct email campaigns, blogs or SMS message campaigns and other social media sites, in relation to providing the Services, and

(b) enter into, on behalf of the Client, relationships with third party sites.

12.2 The Client agrees to be bound by the terms and conditions of any third party site Invicton Consulting enters into a relationship with in accordance with clause 12.1 above.

12.3 Any content Invicton Consulting provides to or posts on any third party site or application will be subject to the relevant third party site’s terms and conditions and the Client authorises Invicton Consulting to:

(a) publish on the Client’s website(s) content related to the provision of the Services, and

(b) monitor the internet for mentions of the Client.

12.4 The Client authorises Invicton Consulting to do all things reasonably necessary to perform Invicton Consulting’s obligations under this Agreement including, without limitation:

(a) submitting and managing the Marketing Content on or through third party sites,

(b) establishing or assuming control of relationships on the Client’s behalf with third party sites,

(c) registering the Client with third party sites,

(d) generating or storing passwords for third party sites, and

(e) using the functionality of third party sites on the Client’s behalf.

12.5 Unless otherwise directed in writing, Invicton Consulting does not require the Client’s approval or consent before publishing any Marketing Content on third party sites on behalf of the Client.

12.6 If the Client provides Invicton Consulting with any Access Credentials, Invicton Consulting will not disclose the Access Credentials to any third party without taking reasonable steps to protect and maintain the Client’s confidentiality.

1. Confidentiality 13.1 Invicton Consulting will keep all Confidential Information in confidence on an ongoing basis in accordance with this Agreement.

13.2 The confidentiality obligations owed under this Agreement shall survive termination of the Agreement.

13.3 Invicton Consulting may disclose Confidential Information to its personnel (including to third parties engaged by Invicton Consulting in connection with the Services) if:

(a) The disclosure is required to enable Invicton Consulting to perform its obligations or to exercise its rights under this Agreement; and

(b) Prior to disclosure, Invicton Consulting informs the person of Invicton Consulting’s obligations in relation to the Confidential Information under this Agreement.

13.4 Nothing in this Agreement shall prevent Invicton Consulting from using the name of the Client in any list of clients used by Invicton Consulting for its own promotional purposes in accordance with clause 17.5.

1. Compatibility, Integration & Updates 14.1 Invicton Consulting will use its best endeavors to ensure the Services will be compatible with industry supported browser technology. Invicton Consulting provides no guarantee that the Services will function on future browser versions.

14.2 Any integration of the Services with third party software or plugins or digital analytical tracking will only be provided for the current versions of the third party software or plugins. Invicton Consulting provides no guarantee that the Services will function on future versions of third party software or plugins.

14.3 The Client authorises Invicton Consulting to integrate analytical tracking codes on any website or online property belonging to the Client from third party sites including but not limited to Google, Facebook and LinkedIn.

14.4 Invicton Consulting will use its best endeavors to ensure the Services will be compatible with industry supported content management systems. Invicton Consulting provides no guarantee that the Services will function on future versions of content management systems.

14.5 If the Client requests Invicton Consulting to perform works to address compatibility, integration or update issues as set out in this clause 13, the said work will constitute Custom Services and Invicton Consulting’s Custom Services Fees will apply.

1. No Exclusivity 15.1 Unless otherwise agreed by Invicton Consulting in writing, the Agreement is non-exclusive.

15.2 Invicton Consulting shall not be limited in the services it may provide to any other client or potential client regardless of the business of the client or potential client or the area in which the client or potential client operates.

1. Limitation & Exclusion of Liability 16.1 Unless the Proposal specifies otherwise, Invicton Consulting disclaims any assumption of responsibility for reliance on the Services or any document:

(a) by any party other than the Client, and

(b) for any purpose other than the purpose for which the document was prepared.

16.2 To the maximum extent permitted by the law, Invicton Consulting excludes all liability for any:

(a) errors, mistakes or inaccuracies in information;

(b) personal injury or property damage as a result of access to or the use of the Services;

(c) unauthorised access to Invicton Consulting’s servers or systems including Invicton Consulting’s company information;

(d) interruption of transmission of the Services;

(e) computer or technical bugs, viruses, trojan programs or the like that may be transmitted through the provision of the Services by any third party;

(f) loss or damage, of any kind as a result of the posting of any information or emails sent in providing the Services;

(g) misleading or inaccurate statements contained in any website content or digital marketing including articles, blogs, emails and SMS messages;

(h) negligent act or omission on the part of Invicton Consulting, any employee or contractor engaged by Invicton Consulting;

(i) loss or damage incurred by the client in relation to the Marketing Content;

(j) provided that Invicton Consulting has taken reasonable steps to protect and maintain confidentiality in all Access Credentials provided to it by the Client, any unauthorised sharing of Access Credentials; and

(k) subject to clause (j), unauthorised release or sharing of any content relating to the Services that may be disclosed or released by any third party engaged by Invicton Consulting during the course of providing the Services.

16.3 To the maximum extent permitted by the law, Invicton Consulting’s liability to the Client (and any party claiming through the Client against Invicton Consulting) for any claim for loss or damage (including legal expenses), whether