Matho Media — Terms of Service

Matho Media

ABN: 11 301 797 763

Governing law: State of Victoria, Australia

Contact: trent@mathomedia.com.au

Part A — Terms of Service

1. Definitions

In these Terms, unless the context requires otherwise:

Agreement means these Terms of Service together with the applicable Proposal.
Billing Period means each recurring period (for example, each calendar month) for which Matho Media issues an invoice for Services.
Client means the person or entity that accepts a Proposal in accordance with clause 2.
Confidential Information has the meaning given in clause 18.
Digital Marketing Services means SEO, paid advertising (including Google Ads and Meta Ads), website design, development and maintenance, content creation, AI-assisted content, and related digital marketing services provided by Matho Media.
GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property means all copyright, trade marks, patents, know-how, trade secrets, and other intellectual property rights, whether or not registered.
Matho Media means Matho Media (ABN 11 301 797 763), its employees, contractors, and agents.
Minimum Term means the minimum engagement period (if any) stated in the Proposal.
Notice Period means the thirty (30) day cancellation notice period described in clause 15.
Proposal means the scope of work, pricing, and engagement details provided by Matho Media to the Client, whether by email or another written format.
Services means the digital marketing and related services described in the Proposal.
Third-Party Platform means any platform, tool, or service operated by a third party that is used in the delivery of the Services, including Google, Meta, Microsoft, Shopify, WordPress, TikTok, and AI tools.

2. Acceptance of Agreement

By replying “approved” or “please proceed” to a Proposal, providing written or electronic approval, digitally accepting a Proposal, paying the initial invoice, or otherwise instructing Matho Media to commence work, the Client acknowledges that they have read, understood, and agree to be legally bound by this Agreement, including the Minimum Term and minimum monthly marketing retainer (if any) stated in the Proposal.

Where there is any inconsistency between a Proposal and these Terms, these Terms prevail in relation to payment, cancellation, liability, and dispute matters, unless the Proposal expressly states otherwise.

3. Services

Matho Media will provide the Services described in the Proposal using reasonable skill and care consistent with prevailing industry standards for Australian digital marketing agencies.

Services may include SEO, Google Ads and Meta Ads management, website design and maintenance, content creation, and AI-assisted content production, as set out in the applicable Proposal.
Matho Media may engage subcontractors to assist in delivering the Services, provided Matho Media remains responsible for the overall performance of the Services.

4. Proposals and Scope of Work

Each Proposal sets out the scope, pricing, and (where applicable) Minimum Term for the Services.
Work outside the scope described in a Proposal (“Out of Scope Work”) will be quoted separately and is not included in the Services unless agreed in writing.
Matho Media may decline to perform Out of Scope Work until a separate fee and scope have been agreed in writing.

5. Payment Terms

Matho Media will not commence Services until the Proposal has been approved and payment for the initial Billing Period has been made, whether by direct debit facility or other agreed means.
Upon receipt of an approved authorisation, Matho Media will commence the Services and arrange to debit the initial fee as prescribed in the Proposal.
Where a Proposal is approved after the proposed commencement date, the original proposed commencement date still applies, provided Services began on that date. If Services began after the date listed in the Proposal, the date Services actually began is the commencement date.
All fees are collected via bank transfer or direct debit facility, as agreed with the Client.

Time is of the essence in relation to the Client’s payment obligations under this Agreement.

6. Ongoing Fees

Matho Media will collect fees at the commencement of each Billing Period until the Services end in accordance with clause 15 (Cancellation).
Fee collection will occur up to, but not earlier than, seven (7) business days prior to the start of each Billing Period.
Where a Billing Period commences on a weekend or public holiday, fee collection may be processed on the next business day.
Fees for a given Billing Period are payable regardless of whether the Client makes active use of all deliverables within that period.

7. Minimum Term

Where a Proposal states a Minimum Term, the Client agrees to engage Matho Media, and to pay the agreed fees, for the duration of that Minimum Term, subject to clause 16 (Early Termination During Minimum Term).

Where no Minimum Term is stated in the Proposal, the Services are provided on a month-to-month basis in accordance with clause 8.

8. Month-to-Month Engagements and Period Finalisation

This clause applies where the Client engages Matho Media on a month-to-month (or other short, rolling period) basis rather than under a Minimum Term.

Each Billing Period is a separate, self-contained scope of work. The activities and deliverables for that Billing Period are those reasonably determined by Matho Media, having regard to the Proposal and the Client’s marketing objectives.
A paid invoice for a Billing Period is evidence that the Services described in that invoice were delivered for that period. This clause does not limit any right or remedy the Client has under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted, or modified.
Digital marketing is an adaptive service. Matho Media may reasonably vary the tactics, channels, content, or resource allocation used within a Billing Period where necessary to achieve the agreed marketing objectives. Such variation does not amount to non-delivery or breach of this Agreement, provided the overall value and effort delivered remains consistent with the agreed scope.
The Client acknowledges that a month-to-month arrangement offers flexibility but, compared to a fixed 6- or 12-month term, may involve more variability in strategy and deliverables and less opportunity for Matho Media to plan resources or build compounding campaign results over time.

9. Client Responsibilities

The Client agrees to:

provide timely approvals, information, and access reasonably required for Matho Media to perform the Services;
ensure all information supplied to Matho Media is accurate and complete;
maintain the authority required to grant access to websites, domains, advertising accounts, and other digital assets, and warrants that it holds that authority; and
respond promptly to reasonable requests for approval or feedback.

Matho Media is not responsible for any reduction in campaign performance, or any delay in delivery, resulting from the Client’s failure to meet these responsibilities (see also clause 12).

10. Digital Marketing Services

The Client acknowledges that digital marketing outcomes are influenced by numerous factors outside Matho Media’s reasonable control. Accordingly:

Matho Media does not warrant or guarantee any particular increase in revenue, leads, enquiries, search engine rankings, advertising performance, conversion rates, return on advertising spend, website traffic, or business growth.
Search engine rankings fluctuate due to factors beyond Matho Media’s control, including algorithm changes, competitor activity, and market conditions, and no guarantee of ranking position or traffic increase is given.
Advertising results depend on budget, market competition, auction dynamics, platform policies, and customer behaviour, and no guarantee of a particular result is given.
Where AI tools are used to assist in producing content, recommendations, or creative assets, the Client acknowledges that AI-generated output may require human review and may occasionally contain errors; Matho Media will apply reasonable professional oversight but does not warrant that AI-assisted output will be error-free.
Recommendations provided by Matho Media represent professional opinions based on information available at the time and are not guarantees of commercial success. The Client remains solely responsible for business decisions made in reliance on those recommendations.
Matho Media does not warrant or guarantee continuous website uptime where hosting, plugins, or third-party software outside Matho Media’s direct control are involved, though Matho Media will use reasonable efforts to address issues within its control promptly.

11. Third-Party Platforms

Google, Meta, Microsoft, Shopify, TikTok, AI platform providers, and other Third-Party Platforms may change their algorithms, advertising policies, application programming interfaces, pricing structures, or platform functionality at any time and without notice. Matho Media is not liable for any loss arising from such changes, to the extent permitted by law.

The Client’s use of any Third-Party Platform is subject to that platform’s own terms of service, which the Client is responsible for reviewing and complying with.

12. Delays and Client Approvals

Where the Client delays in providing approvals, content, access credentials, or other information reasonably required for Matho Media to perform the Services, any estimated delivery date is automatically extended by the period of that delay, and Matho Media is not responsible for any resulting reduction in campaign performance or delay in results.

13. Late Payment

This clause sets out what happens if a payment is not received by its due date.

If payment is not received by the due date, Matho Media may suspend the Client’s Services in accordance with clause 14 until payment is received in full.
A suspension of Services does not reduce or extinguish the Client’s liability for fees already invoiced or accrued. Fees remain owing whether or not Services are actively running.
Where an invoice remains outstanding for more than seven (7) days after its due date, interest accrues daily on the overdue amount at ten percent (10%) per annum, until paid in full.
Where an invoice remains unpaid more than thirty (30) days after its due date, Matho Media may refer the outstanding debt to a third-party debt collection agency or pursue recovery through the Magistrates’ Court of Victoria (or another court of competent jurisdiction). The Client must indemnify Matho Media for all reasonable debt recovery costs, collection agency fees, and legal costs incurred on a solicitor/client basis, to the extent recoverable by law.
Repeated or unresolved late payment may, at Matho Media’s discretion, be treated as grounds for immediate termination of Services in addition to (not instead of) the remedies above.

14. Suspension of Services

In addition to clause 13, Matho Media may suspend the Services, without liability, where the Client breaches this Agreement, fails to provide information or access reasonably required to perform the Services, or where continuing the Services would place Matho Media in breach of a Third-Party Platform’s terms or applicable law.

15. Cancellation

The Client may cancel Services by completing a Campaign Cancellation request, available from their account manager or by emailing trent@mathomedia.com.au.
Cancellation requests must be provided in writing not less than thirty (30) days prior to the requested date of cancellation (the Notice Period).
Fees during the Notice Period: the Client remains liable for, and agrees to pay, all fees that fall due during the Notice Period, regardless of whether the Client wishes Services to stop earlier or reduces their use of the Services during that time. Cancellation does not take effect, and the Notice Period does not begin, until Matho Media has received the Client’s written cancellation request.
Any fees, disbursements, or third-party costs incurred by Matho Media on the Client’s behalf prior to the cancellation taking effect (for example, prepaid advertising spend) remain payable by the Client and are not refundable.

16. Early Termination During Minimum Term

Where the Client terminates Services before expiry of an agreed Minimum Term, the Client remains liable for the remaining contracted service fees payable during that Minimum Term. The parties acknowledge that these fees represent the agreed commercial value of the resources allocated and reserved by Matho Media for the Client over the Minimum Term, and are not intended to operate as a penalty.

17. Intellectual Property

Unless otherwise agreed in writing, campaign strategies, working documents, internal processes, and Matho Media’s proprietary tools and methodologies remain the property of Matho Media, including templates, prompts, AI workflows, automation systems, checklists, standard operating procedures, reporting methodologies, campaign structures, know-how, and internal documentation.
Upon full payment of all outstanding fees, the Client owns the final creative assets, advertising copy, and content produced specifically for the Client’s campaign.
Access to advertising accounts, analytics accounts, and similar Third-Party Platforms will be handled in accordance with clause 19 (Account Ownership).

18. Confidentiality

Each party must keep confidential all non-public information disclosed by the other party in connection with this Agreement (“Confidential Information”) and must not disclose it to any third party except: to its employees, contractors, or advisers who reasonably need to know it; where disclosure is required by law; or with the other party’s prior written consent. This clause survives termination of this Agreement.

19. Account Ownership

Unless otherwise agreed in writing:

the Client owns all advertising accounts established in the Client’s name, including Google Ads and Meta Business Manager accounts created specifically for the Client;
the Client owns all Google Analytics (GA4) and Google Search Console (GSC) accounts created specifically for the Client;
Matho Media retains ownership of its internal agency accounts, management (MCC) accounts, templates, reporting dashboards, and management infrastructure.

Upon termination or cancellation, Matho Media will provide reasonable assistance to transfer access to Client-owned accounts, once all outstanding fees have been paid in full.

20. Limitation of Liability

To the maximum extent permitted by law, Matho Media’s total liability to the Client arising out of or in connection with this Agreement, however arising, is limited to the total fees paid by the Client in the three (3) months preceding the event giving rise to the claim.
To the maximum extent permitted by law, Matho Media is not liable for loss of profits, loss of anticipated savings, loss of business opportunity, loss of goodwill, loss of reputation, loss of data, business interruption, or any indirect or consequential loss.
Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on the Client under the Australian Consumer Law, or any other applicable law that cannot lawfully be excluded, restricted, or modified (see clause 22).

21. Indemnity

The Client indemnifies Matho Media against any claim, loss, or liability arising from: content, information, or access credentials supplied by the Client; the Client’s breach of this Agreement; or the Client not having the authority required under clause 9 to grant access to any website, account, domain, or other asset, except to the extent such claim, loss, or liability arises from Matho Media’s negligence or breach of this Agreement.

22. Australian Consumer Law

Nothing in this Agreement is intended to exclude, restrict, or modify any right or remedy that the Client has under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded, restricted, or modified. Where any clause of this Agreement would otherwise have that effect, it is to be read down to the minimum extent necessary to avoid that result, or, if it cannot be read down, severed in accordance with clause 30.

23. Force Majeure

Neither party is liable for any delay or failure to perform its obligations under this Agreement where that delay or failure results from events beyond its reasonable control, including internet outages, cloud platform failures, cyber security incidents, telecommunications failures, acts of government, natural disasters, industrial action, pandemics, hosting failures, widespread software outages, or failures or interruptions affecting Google, Meta, Microsoft, Shopify, or other Third-Party Platforms. Performance of the affected obligations is suspended for the duration of the relevant event, and this clause does not affect the Client’s payment obligations for Services already delivered.

24. Independent Contractor

Matho Media acts as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the parties.

25. GST

Unless stated otherwise, all fees under this Agreement are exclusive of GST. Where GST is payable on a supply made under this Agreement, the Client must pay Matho Media an additional amount equal to the GST payable on that supply, at the same time as the consideration for that supply is paid.

26. Dispute Resolution

If the Client believes a fee has been charged incorrectly, they should raise this with Matho Media at trent@mathomedia.com.au or directly with their account manager. Where a dispute is lodged, Matho Media will investigate and respond in writing within two (2) business days.
Where a payment is found to have been withdrawn incorrectly, it will be refunded or applied to a future service transaction, at the Client’s discretion.
Raising a dispute does not suspend the Client’s payment obligations under clause 13 in relation to any undisputed portion of an invoice.
If the Client remains unsatisfied with the outcome of a dispute, they may contact their financial institution or seek independent advice, including from Consumer Affairs Victoria, the Victorian Civil and Administrative Tribunal (VCAT), or the Magistrates’ Court of Victoria.

27. Governing Law

This Agreement is governed by the laws of the State of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria.

28. Entire Agreement

This Agreement (comprising these Terms and the applicable Proposal) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, negotiations, and agreements, whether written or oral.

29. Variation of Terms

Matho Media may update these Terms from time to time. Updated Terms will be published on Matho Media’s website with an updated version number and effective date.

For Clients engaged on a month-to-month basis under clause 8, updated Terms apply from the next Billing Period that commences after the updated Terms are published. The Client’s continued acceptance and payment of an invoice for that Billing Period constitutes acceptance of the updated Terms. If the Client does not agree to an updated Term, the Client may cancel in accordance with clause 15 before that Billing Period begins.
For Clients engaged under an agreed Minimum Term, updated Terms do not apply to that engagement until the Minimum Term expires or is renewed, unless the Client agrees in writing to an earlier variation.

Should the Client wish to alter the terms of a specific Proposal, a written request must be sent to trent@mathomedia.com.au no later than 14 days prior to the date the alteration is requested to take effect; a request for alteration does not, by itself, constitute agreement by Matho Media to make that change.

30. Severability

If any provision of this Agreement is held to be void, unenforceable, or illegal, that provision is to be read down to the minimum extent necessary to make it enforceable, or, if it cannot be read down, severed, without affecting the enforceability of the remaining provisions.

31. Survival

Clauses 17 (Intellectual Property), 18 (Confidentiality), 19 (Account Ownership), 20 (Limitation of Liability), 21 (Indemnity), and any accrued payment obligations, survive the termination or expiry of this Agreement.

32. Notices and Contact

For all queries relating to this Agreement, billing, cancellations, or privacy matters, please contact Matho Media at trent@mathomedia.com.au. Formal notices under this Agreement must be given in writing to that address, or to such other address as either party notifies to the other from time to time.

33. Electronic Acceptance

Electronic approval of a Proposal — whether by email reply, digital acceptance, or payment of the initial invoice — constitutes valid execution of this Agreement by the Client.

Schedule 1 — Privacy Policy

1. Purpose

We understand and appreciate that you may be concerned about your privacy and the confidentiality and security of information we may gain about you online. We are committed to protecting your privacy and to complying with the Australian Privacy Principles in the Privacy Act 1988 (Cth).

This Privacy Policy outlines the personal information collected by us and how it is used. “Personal Information” means information or an opinion about an identified individual, or an individual who is reasonably identifiable, in accordance with section 6 of the Privacy Act.

By using our website or Services, you agree to this Privacy Policy. If you do not agree to it, you should not use our website or Services.

2. Personal information we collect

We do not collect personally identifying information unless you knowingly provide it. Depending on the purpose of collection, this may include your name, contact details, identification information, and records of your communication and interaction with us.

We may also automatically collect non-identifiable information when you visit our website, such as your device’s IP address, browser type, referring page, pages visited, and time spent on the site. This data is used in aggregate for analysis and to improve our website and services, and is not linked to your identity.

3. How we collect it

We usually collect Personal Information directly from you — for example, when you browse or register on our website, use our Services, click on website links or plugins, or speak with our team.

4. How we store and protect it

We restrict access to Personal Information and maintain technology to prevent unauthorised access. We have secured our site using industry-standard technology; however, no data transmission over the internet can be guaranteed as completely secure, and we cannot guarantee the security of information you transmit to us.

5. Why we collect it

We only collect Personal Information to the extent necessary to carry out our functions and activities, including to: provide the Services you have requested; communicate with you about our Services or relevant offers; answer your questions; engage third parties who assist us in delivering Services to you; consider and respond to complaints; and comply with applicable laws, regulations, or regulatory directions.

We will only use your Personal Information for the purpose it was collected, and will not otherwise disclose it without your consent, except where required by law.

6. Third parties and cross-border disclosure

We engage third parties to provide services and business support functions, and may disclose Personal Information to them for that purpose. We may also disclose Personal Information to overseas recipients — for example, where data is stored via a cloud service or where our systems are hosted on servers located overseas.

If Matho Media is sold, merged, or undergoes a change in control or reorganisation, we may transfer information collected through our website to relevant third parties as part of that transaction.

7. Cookies

We use cookies for website functionality, analytics, remembering your preferences, and targeted advertising. By using our website, you agree to our placing these cookies on your device. You can modify your device settings to prevent cookie use, though this may affect your user experience.

8. Access, correction, and complaints

You may ask us in writing for details of the Personal Information we hold about you, or to update or remove it, by emailing trent@mathomedia.com.au.

9. Complaint handling process

If you have a complaint about how we have handled your Personal Information, please email trent@mathomedia.com.au with details of your complaint. We will acknowledge receipt of your complaint within two (2) business days and aim to provide a substantive response within thirty (30) days. If you are not satisfied with our response, you may contact the Office of the Australian Information Commissioner at www.oaic.gov.au.

10. Third-party sites

Our website may contain links to other websites that may also collect your Personal Information. We are not responsible for the privacy practices of those websites, and this Privacy Policy applies only to information collected by us or through our website.

11. Changes to this policy

This Privacy Policy forms part of this Agreement. We may amend it from time to time at our discretion; changes take effect once published on our website. Continued use of our website or Services after a change constitutes acceptance of the updated policy.

This document must be reviewed and approved by a qualified Australian solicitor before it is relied upon commercially.