These Terms of Service ("Terms") constitute a legally binding agreement between Northshore Systems (ABN 76 775 324 240, "we", "us", "our") and any person or business entity ("Client", "you") that engages our services.
By signing a Service Agreement, making payment, or otherwise engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms and any additional terms set out in your individual Service Agreement. These Terms are governed by the laws of Victoria, Australia.
Nothing in these Terms is intended to exclude, restrict, or modify any rights you have under the Australian Consumer Law (ACL) that cannot be lawfully excluded.
Northshore Systems provides digital marketing and growth automation services, which may include:
The specific services, deliverables, timelines, and fees applicable to your engagement will be set out in a written Service Agreement provided prior to commencement. Services are subject to change with reasonable written notice where operationally required.
All engagements require a signed Service Agreement before work commences. The Service Agreement will specify the scope of services, monthly retainer fee, payment terms, performance expectations, and any additional conditions specific to your engagement.
In the event of any conflict between these Terms and the signed Service Agreement, the Service Agreement prevails to the extent of the inconsistency.
Our services are provided on a monthly retainer basis. The retainer fee is payable in advance at the commencement of each calendar month. Retainer amounts are specified in your Service Agreement.
Platform usage fees (API calls, messaging credits, and third-party service costs) are passed through to the Client at cost with no markup, and are separate from our retainer fees.
To enable us to deliver services effectively, you agree to:
Delays caused by the Client's failure to meet these responsibilities will not be our liability and may result in adjusted timelines or additional charges.
Your assets are yours. Upon receipt of all outstanding payments, all custom assets, automations, and deliverables we develop specifically for your engagement become your property. We do not retain ownership over materials created exclusively for you.
We retain ownership of our proprietary methodologies, systems, templates, automation frameworks, and know-how developed independently of your engagement. Nothing in these Terms transfers ownership of our pre-existing intellectual property to you.
You grant us a non-exclusive licence to use your brand assets (logo, name, imagery) solely for the purpose of delivering agreed services.
Both parties agree to keep confidential any non-public business information disclosed during the engagement ("Confidential Information"). This obligation survives termination of the agreement.
We will not disclose your campaign performance data, revenue information, or business strategy to third parties without your written consent. Similarly, you agree not to disclose our pricing, systems, or methodologies to competitors.
Confidentiality obligations do not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law.
We are committed to delivering quality work and optimising systems for strong performance. However, we do not guarantee specific results including lead volume, cost per lead, conversion rates, or revenue. Outcomes are influenced by factors outside our control including market conditions, platform algorithm changes, your business operations, pricing, and seasonality.
Any case studies, statistics, or results shared in our marketing materials reflect past client outcomes and are not a guarantee of future performance. Individual results will vary.
To the maximum extent permitted by Australian law, our total aggregate liability to you for any claims arising from or in connection with our services is limited to the total retainer fees paid by you in the 3 months immediately preceding the event giving rise to the claim.
We are not liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, or loss of business opportunity, even if we have been advised of the possibility of such damages.
Nothing in these Terms excludes liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under the Australian Consumer Law, including consumer guarantees applicable to services.
Our services come with guarantees under the Australian Consumer Law that cannot be excluded. These include guarantees that services will be provided with due care and skill, will be fit for the purpose made known to us, and will be delivered within a reasonable time. Nothing in these Terms is intended to limit or exclude these statutory guarantees.
If a service we provide fails to meet a consumer guarantee, you are entitled to a remedy under the ACL. The nature of the remedy (repair, redo, refund) will depend on whether the failure is major or minor.
By either party: Either party may terminate the engagement by providing 30 days' written notice. Notice must be provided in writing via email to the nominated contact address.
For cause: We may terminate immediately and without notice if you breach a material term of these Terms or your Service Agreement, fail to pay outstanding invoices within 14 days of notice, or engage in conduct that is unlawful, abusive, or brings our business into disrepute.
Upon termination, all outstanding fees become immediately payable. We will provide reasonable assistance to transition your campaigns and accounts, and deliver all assets that belong to you within 14 days of final payment.
If a dispute arises, both parties agree to first attempt resolution through good faith negotiation. Either party may initiate this process by providing written notice of the dispute.
If the dispute is not resolved within 30 days of written notice, either party may refer the matter to mediation administered by the Resolution Institute or a mutually agreed mediator, before commencing legal proceedings.
These Terms are governed by and construed in accordance with the laws of Victoria, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of Victoria.
We may update these Terms from time to time. Revised Terms will be posted on this page with an updated effective date. For existing clients, updated Terms will apply to renewals or new Service Agreements entered into after the effective date. We will provide reasonable notice of material changes.
For any questions about these Terms, please contact:
Northshore Systems
ABN 76 775 324 240
Melbourne, Victoria, Australia
Email: josh@northshore-systems.com