ZJ Marketing & Automation

Terms and Conditions of Service

Provider: ZJ Marketing & Automation (ABN 31 438 003 490)

Location: Cairns, QLD, Australia

Contact: info@zjmarketingandautomation.com.au

Website: zjmarketingandautomation.com.au

Effective Date: 17 July 2026

Version: v2.1

Governing Law: Queensland, Australia

IMPORTANT — PLEASE READ BEFORE ENGAGING OUR SERVICES:

By engaging ZJ Marketing & Automation in any form — including signing a proposal, paying an invoice, providing system access, or requesting work to commence — you agree to be legally bound by these Terms and Conditions in full. You do not need to sign a separate document for these Terms to apply. Continued use of our services constitutes ongoing acceptance.

Part A — Definitions

Clause 01 — Defined Terms

In these Terms and Conditions, the following definitions apply:

"Agreement" means these Terms and Conditions together with any signed Proposal, Statement of Work, or invoice issued by us to the Client.

"Australian Consumer Law" or "ACL" means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

"Business Day" means a day that is not a Saturday, Sunday, or public holiday in Queensland, Australia.

"Commencement Date" means the date on which we accept your engagement in writing or receive payment of a setup fee, whichever occurs first.

"Confidential Information" means any non-public, proprietary, or sensitive information disclosed by either party in connection with this Agreement, including but not limited to system credentials, business strategies, pricing, customer data, and internal processes.

"Deliverables" means the specific outputs we agree to produce for the Client as described in a Proposal, including chat scripts, automation workflows, CRM configurations, and review templates.

"Deployment Date" means the date on which the Client's system is confirmed as live and operational by ZJ Marketing & Automation.

"Fee" means any amount payable by the Client under this Agreement, including setup fees, monthly recurring fees, and any additional fees for out-of-scope work.

"Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including but not limited to: natural disasters, cyberattacks, widespread internet or platform outages, acts of government, war, pandemic, or third-party platform failure.

"Intellectual Property" or "IP" means all copyright, trade marks, patents, designs, trade secrets, know-how, software, code, processes, and any other intellectual or industrial property rights, whether registered or unregistered.

"Personal Information" has the meaning given in the Privacy Act 1988 (Cth) — broadly, information or an opinion about an identified or reasonably identifiable individual.

"Proposal" means a written service proposal, quote, or statement of work issued by ZJ Marketing & Automation to the Client.

"Services" means the marketing, AI automation, chatbot, website, review management, and related digital services described in a Proposal or these Terms.

"Third-Party Platforms" means external technology services used to deliver the Services, including but not limited to telephony/SMS API providers (e.g. Twilio), AI API providers (e.g. Anthropic, Google, Groq, OpenRouter), CRM platforms, Google APIs, and web hosting services.

"We", "us", "our" refers to ZJ Marketing & Automation, ABN 31 438 003 490, a sole trader operating from Cairns, QLD, Australia.

"You", "Client", "your" refers to the individual or business entity engaging our services.

Part B — Engagement and Services

Clause 02 — How This Agreement Becomes Binding

This Agreement is legally binding on the Client from the moment any of the following occurs:

You sign our Agreement or a Proposal referencing these Terms
You pay any Fee (including a deposit or setup fee) to ZJ Marketing & Automation
You provide system access, credentials, or materials to enable us to commence work
You instruct us verbally or in writing to commence work
You continue to receive and use our Services after being notified of these Terms

No formal countersignature by ZJ Marketing & Automation is required for this Agreement to be binding. Our commencement of work in response to your instruction constitutes our acceptance.

You do not need to sign a separate signature page for these Terms to apply. Engagement of our services in any form constitutes full acceptance of these Terms.

Clause 03 — Description of Services

ZJ Marketing & Automation provides AI-powered marketing automation and lead engagement services. The specific services included in your engagement are confirmed in your signed Proposal. Services may include any or all of the following:

Automated Chat System — a business-branded AI-assisted chat interface deployed on your website or digital channels, designed to engage visitors, qualify leads, and capture contact details
Marketing Automation — automated email and/or SMS sequences for lead nurturing, customer follow-up, review requests, or other agreed purposes
AI Chatbot Build and Deployment — custom chatbot development, training, and integration specific to your business
CRM Integration — connection of automated systems to your CRM platform via webhook or API for real-time lead logging
Calendar Booking Integration — integration with your booking system so qualified leads can self-book appointments
Missed Call Follow-Up — automated SMS or chat follow-up to missed callers (where telephony integration is enabled)
Website Design and Development — design, build, and deployment of business websites
Google Review Management — automated review request sequences and AI-assisted review response drafting
Medical Automation — depending on the package selected, the Client agrees to grant full access for the purpose of implementing automation across the agreed systems and processes as outlined in the proposal
Other digital marketing and automation services as agreed in writing

Clause 04 — In-House Delivery

All Services are performed in-house by our team. We do not outsource or subcontract our service delivery to other agencies. We use Third-Party Platforms as technical tools to enable delivery (e.g. AI API providers for chatbot intelligence, SMS API providers for message delivery). These platforms are described in our Privacy Policy.

Clause 05 — Scope of Work and Changes

The specific scope, deliverables, timelines, and fees for each engagement are set out in a Proposal. Where a Proposal and these Terms conflict, the Proposal prevails.

Any changes to agreed scope must be:

Requested in writing by the Client
Assessed and confirmed in writing by ZJ Marketing & Automation before work on the changed scope commences
Quoted separately and invoiced at our then-current rates

We reserve the right to decline scope change requests that we reasonably determine are not feasible or are inconsistent with our service model.

Clause 06 — Setup and Deployment

Upon receipt of the setup fee and a signed Proposal, ZJ Marketing & Automation will commence build and configuration. Deployment timelines specified in the Proposal are estimates only, contingent on:

Timely provision of all required access, credentials, and materials by the Client
The Client being responsive to requests during the build phase
Third-Party Platform availability

ZJ Marketing & Automation will confirm the Deployment Date in writing. Monthly recurring fees do not commence until the Deployment Date. A walkthrough of the system will be provided before the billing cycle commences.

Clause 07 — Ongoing Service and Reporting

Following deployment, ZJ Marketing & Automation provides ongoing management, maintenance, and support including:

Monthly Performance Report — delivered within the first 5 Business Days of each new month, covering agreed system metrics
Build-Phase Fortnightly Update — provided during setup only, between signing and the Deployment Date, covering build progress and any blockers
Quarterly Strategy Review — conducted every 3 months to review performance and recommend optimisations at the Client's discretion
Support Response — support requests acknowledged within 1 Business Day and resolved within 3 Business Days for standard issues; critical availability issues addressed within 24 hours
System Updates — configuration, script, and sequence updates applied as needed to maintain performance

Part C — Fees and Payment

Clause 08 — Fees and Pricing

All Fees are quoted in Australian Dollars (AUD) and are exclusive of GST. We are not currently registered for GST. If we become GST-registered, we will provide at least 30 days' written notice and applicable GST will be added to all Fees from the date of registration.

Our fees consist of:

Setup Fee — a one-time fee covering the full build, configuration, integration, testing, and deployment of your system, as specified in your Proposal
Monthly Recurring Fee — an ongoing fee for management, maintenance, reporting, and support of your system, billed from the Deployment Date
Additional Fees — any out-of-scope work, agreed upon in writing before commencement, billed at our then-current hourly or project rate

Clause 09 — Payment Terms

The following payment terms apply:

Setup fees are payable as specified in the payment schedule in your Proposal — typically a deposit on signing and the balance before or at deployment
Monthly recurring fees are invoiced on or immediately following the Deployment Date and then on the same date each subsequent month
All invoices are due and payable within 7 days of the invoice date
Payment is accepted via Stripe (credit or debit card) or bank transfer (for setup fees, by prior written arrangement)
We do not accept Afterpay, Zip, or other buy-now-pay-later services
Payment plans may be offered at our sole discretion and must be confirmed in writing before work commences

Clause 10 — Late Payment and Suspension

If a Fee is not paid within 7 days of the due date, it is considered overdue. ZJ Marketing & Automation reserves the right to:

Suspend all active services and system functionality immediately and without further notice until the overdue balance is cleared in full
Apply a late payment fee of 5% of the overdue amount for each 14-day period the payment remains outstanding
Charge interest on the overdue amount at 10% per annum, calculated daily from the due date
Terminate this Agreement if payment remains outstanding for more than 30 days, in accordance with Clause 21
Recover all reasonable costs and expenses incurred in collecting overdue amounts, including legal fees on a full indemnity basis

ZJ Marketing & Automation will make reasonable attempts to contact you before suspending services. Suspension does not waive any outstanding amounts and does not constitute termination.

We accept no liability for any loss, damage, missed leads, or business disruption caused by suspension of services resulting from non-payment.

10.1 Re-engaging our services

If services are suspended for non-payment and the Client wishes to re-engage within 60 days, no additional setup fee will be required, provided all outstanding Fees are paid in full.

Clause 11 — Non-Refundable Fees

The following fees are non-refundable:

The setup fee is strictly non-refundable once work has commenced. Work is deemed to have commenced upon receipt of signed agreement and first payment. No partial refund is available if you cancel during the build, regardless of completion stage.
Monthly recurring fees already paid or invoiced are non-refundable. If you cancel mid-cycle, no refund is issued for the current month.

These provisions are subject to the Australian Consumer Law. See Clause 12 for your consumer rights.

Clause 12 — Refund Policy and Australian Consumer Law

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in this Agreement limits, excludes, or modifies any guarantee, right, or remedy that cannot lawfully be excluded or limited under the ACL.

Under the Australian Consumer Law:

If our services fail to comply with a consumer guarantee and the failure is a major failure, you are entitled to cancel and receive a refund for the unused portion of the service, and to compensation for any other reasonably foreseeable loss or damage
If the failure is not a major failure but can be remedied, you are entitled to have the failure remedied within a reasonable time. If we fail to do so, you are entitled to cancel and receive a refund for the unused portion
A 'major failure' includes a failure that a reasonable consumer would not have engaged the services had they known about the failure in advance, or where the service is substantially unfit for its purpose and cannot be rectified within a reasonable time

Outside of major failures under the ACL:

Setup fees are non-refundable once work commences (see Clause 11)
Monthly fees are non-refundable for any period already billed
If you cancel before work commences, a refund of the setup fee will be issued within 7 Business Days, less any non-recoverable payment processing fees incurred at the time of payment, including fees charged by Stripe

Clause 13 — Fee Disputes

If you dispute an invoice, you must notify us in writing within 7 days of the invoice date with a clear explanation of the basis of your dispute. Undisputed portions remain due by the original due date. We will investigate and respond to fee disputes within 5 Business Days.

Clause 14 — Third-Party Costs

Some components of the Services may incur direct third-party usage costs, including SMS sending costs via telephony providers and AI API call volumes. Unless explicitly stated as included in your Proposal, these costs are passed through to the Client at cost. We will notify you before incurring any material third-party cost on your behalf.

Clause 15 — Price Changes for Ongoing Services

We reserve the right to adjust pricing for ongoing monthly services. We will provide at least 30 days' written notice before any pricing change takes effect. If you do not accept the revised pricing, you may cancel the service before the new pricing takes effect by providing written notice.

Part D — Client Obligations

Clause 16 — Materials, Access, and Responsiveness

Our ability to deliver the Services depends on your active cooperation. You agree to:

Provide all information, content, system access, credentials, and materials reasonably required within timeframes agreed in the Proposal
Ensure all materials you provide are accurate, complete, and current
Respond to requests for approvals, feedback, or decisions within 3 Business Days or as otherwise agreed
Designate a single contact person with authority to give instructions and approvals on your behalf
Notify us promptly of any material changes to your business that may affect the Services

Clause 17 — System Access and Credentials

To build and maintain your system, we may require access to third-party platforms including CRM systems, Google Business Profile, calendar platforms, telephony and SMS APIs, website or landing page environments, and email service providers. You warrant that:

You have the authority to provide any credentials or access you share with us
Providing such access does not breach any third-party platform's terms of service
You will inform us immediately if any credential is compromised or changed

ZJ Marketing & Automation will use access credentials solely for delivering the agreed Services. Credentials are stored only within secure system build environments and are not shared with any third party outside the service delivery context. Upon termination, credentials are removed from our systems within 14 days of written request.

You indemnify ZJ Marketing & Automation against any claim arising from your provision of unauthorised access or credentials.

Clause 18 — Legal Compliance

You are responsible for ensuring that your use of the Services and any Deliverables complies with all applicable Australian and international laws. Without limiting this, you must:

Obtain all necessary consents from your customers before their personal information is collected or processed through any AI, chatbot, or automation system we build for you
Comply with the Spam Act 2003 (Cth) in relation to any commercial electronic messages sent via the Services — including maintaining valid consent records and honouring unsubscribe requests within 5 Business Days
Comply with the Do Not Call Register Act 2006 (Cth) in relation to any phone or SMS outreach
Comply with the Privacy Act 1988 (Cth) and Australian Privacy Principles in relation to personal information collected through your systems
Not use the Services for any unlawful, deceptive, misleading, harassing, or unethical purpose
Not use the Services to infringe any third party's intellectual property rights

Clause 19 — Consequences of Client Failure

If the Client fails to meet any obligation in Part D:

We may pause or suspend the Services without liability until the obligation is met
Project timelines may be extended by the period of any delay caused by the Client's failure
We will not be liable for any loss, damage, or cost arising from delays or failures caused by the Client
We may invoice for additional work or costs reasonably incurred as a result of the Client's failure

Part E — Intellectual Property

Clause 20 — Ownership and Licences

20.1 Our pre-existing intellectual property

We retain full and exclusive ownership of all pre-existing IP, including our methodologies, system architecture, automation frameworks, code libraries, templates, internal tools, software, AI configurations, and proprietary processes. Nothing in this Agreement transfers ownership of our pre-existing IP to you.

20.2 Client deliverables — transfer on full payment

Upon receipt of full payment for a Deliverable, we assign to you all IP rights in the specific Deliverable created for your business (e.g. custom chat scripts, review templates, CRM workflow configurations built exclusively for you), to the extent such IP is not our pre-existing IP. This assignment is automatic on full payment and requires no further action.

Where a Deliverable incorporates our pre-existing IP, we grant you a perpetual, royalty-free, non-exclusive, non-transferable licence to use that pre-existing IP as embedded in the Deliverable for your own internal business purposes. This licence continues after termination unless we terminate for your breach.

20.3 Licence during service period

During the term of this Agreement, we grant you a limited, non-exclusive, non-transferable licence to use any system infrastructure, platform access, or tools we provide as part of the Services. This licence terminates immediately upon cessation of the service agreement or failure to pay outstanding fees.

20.4 Your materials

You retain full ownership of all content, logos, data, and materials you provide to us. You grant us a limited, non-exclusive licence to use your materials solely for the purpose of delivering the Services during the term of this Agreement.

20.5 Warranty and indemnity

You warrant that all materials you provide do not infringe any third party's IP rights. You indemnify us against any claim, loss, or expense arising from a breach of this warranty.

20.6 AI-generated content

Where Services include AI-generated content, you acknowledge that:

The legal status of IP ownership in AI-generated content under Australian law is still evolving
We make no specific warranty as to IP ownership of AI outputs
You are responsible for reviewing all AI-generated content before publishing or relying on it

20.7 Portfolio rights

We may reference you as a client and describe the Services in general terms for our own marketing purposes, including on our website and in case studies. You may opt out of this by providing written notice within 14 days of project completion. We will not publish specific business metrics or confidential results without your written consent.

Part F — Limitation of Liability

Clause 21 — Exclusion of Indirect Loss

To the maximum extent permitted by Australian law, ZJ Marketing & Automation expressly excludes all liability for any indirect, consequential, incidental, special, exemplary, or punitive loss or damage, regardless of how it arises.

This exclusion specifically includes but is not limited to:

Loss of profits or anticipated profits
Loss of revenue or income
Loss of business, contracts, or business opportunities
Loss of data or corruption of data
Loss of goodwill or reputation
Wasted management time or staff overheads
Loss of customers or market share
Any indirect loss suffered by your customers or third parties

This exclusion applies whether such loss arises in contract, tort (including negligence), statute, equity, or otherwise, and regardless of whether we were advised of the possibility of such loss.

Clause 22 — Cap on Total Liability

To the maximum extent permitted by law, our total aggregate liability to you for all claims arising out of or relating to this Agreement or the Services — whether in contract, tort, statute, or otherwise — is limited to the lesser of:

(a) the total Fees paid by you to ZJ Marketing & Automation in the three (3) month period immediately preceding the event giving rise to the claim, or

(b) $5,000 AUD

whichever amount is lower.

Clause 23 — No Liability for Third-Party Platform Failures

We use Third-Party Platforms — including AI API providers and SMS API providers — to deliver the Services. We are not liable for any loss, disruption, delay, or damage caused by:

Outages, errors, downtime, or failures of any Third-Party Platform
Changes to pricing, terms, features, or availability by Third-Party Platforms
Errors, inaccuracies, or hallucinations in AI-generated outputs from API providers
SMS delivery failures, carrier-level issues, or telephony provider interruptions
Data breaches occurring within a Third-Party Platform's own systems or infrastructure
Any unilateral action, inaction, or policy change by a Third-Party Platform provider

We will take reasonable steps to notify you of any significant Third-Party Platform disruption and to restore functionality. Where significant rework is required due to third-party changes outside our control, additional fees may apply and will be quoted before proceeding.

Clause 24 — No Liability for AI Outputs

You acknowledge and accept that:

AI-generated outputs — including chatbot responses, automated messages, email content, and review replies — may contain errors, inaccuracies, or contextually inappropriate content
You are solely responsible for reviewing, approving, and monitoring all AI-generated content before it is published, sent, or acted upon
Where you enable automatic publishing of AI-assisted responses, you accept full responsibility for those published outputs
We are not liable for any reputational, commercial, regulatory, or legal consequences arising from AI-generated content

Clause 25 — No Liability for Client's Conduct

We are not liable for any loss or damage arising from:

Your failure to provide accurate, complete, or timely information, access, or approvals
Your failure to comply with your obligations under Part D of this Agreement
Your use of Deliverables or Services contrary to our written advice or instructions
Your breach of any applicable law, including privacy, spam, or consumer legislation
Actions taken by you or your staff using tools or systems we have built
Your failure to obtain adequate consents for personal information processing

Clause 26 — Force Majeure

We will not be liable for any failure or delay in performing our obligations to the extent caused by a Force Majeure Event. We will notify you promptly of any Force Majeure Event affecting performance and take all reasonable steps to minimise its impact. If a Force Majeure Event continues for more than 30 days, either party may terminate this Agreement by written notice without penalty.

Clause 27 — Duty to Mitigate

Both parties must take all reasonable steps to mitigate any loss or damage they suffer. We will not be liable for any loss that could reasonably have been avoided or reduced by the Client taking prompt, reasonable action.

Clause 28 — No Warranty of Results

We do not guarantee any specific business outcome, revenue increase, lead volume, review count, booking increase, or measurable performance improvement from the use of our Services. Marketing and automation performance depends on numerous factors entirely outside our control, including your market, competition, product quality, pricing, brand reputation, and client-side implementation. Any case studies, examples, or metrics referenced on our website or in proposals are illustrative of past results only and are not a representation or guarantee of future performance.

Clause 29 — Indemnity by Client

You indemnify and hold harmless ZJ Marketing & Automation, its owner, and personnel, from and against any claim, loss, damage, liability, cost, or expense (including legal fees on a full indemnity basis) arising from or relating to:

Your breach of this Agreement or any applicable law
Any claim by a third party arising from your use of the Services or Deliverables
Any claim that materials you provided to us infringe a third party's IP rights
Your failure to obtain adequate consents for personal information processing
Your enabling of automatic AI publishing without adequate review
Any Spam Act or Do Not Call Register violation caused by your instructions or consent records

Clause 30 — Non-Excludable Consumer Guarantees

Nothing in Part F excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law that cannot lawfully be excluded. To the extent we cannot exclude liability under the ACL, our liability is limited to, at our option: (a) re-supplying the Services; or (b) paying the cost of having the Services re-supplied. This is the maximum limitation permitted for business-to-business services under the ACL.

Part G — Confidentiality

Clause 31 — Mutual Confidentiality Obligations

Each party agrees to:

Keep the other party's Confidential Information strictly confidential
Not use the other party's Confidential Information for any purpose other than as necessary to fulfil obligations under this Agreement
Not disclose the other party's Confidential Information to any third party without prior written consent, except to professional advisors under strict confidentiality obligations or as required by law
Take at least the same measures to protect the other party's Confidential Information as it takes to protect its own confidential information (and no less than reasonable measures)

Clause 32 — Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available other than through a breach of this Agreement
Was already known to the receiving party at the time of disclosure, as evidenced by prior written records
Is independently developed by the receiving party without use of the Confidential Information
Must be disclosed by law, court order, or direction of a regulatory authority — in which case the disclosing party must give prompt written notice to the other (if permitted by law) before making the disclosure

Clause 33 — Survival of Confidentiality

Confidentiality obligations in this Part G survive termination or expiry of this Agreement for a period of 3 years.

Part H — Privacy and Data

Clause 34 — Privacy Policy

ZJ Marketing & Automation handles all personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). Our full Privacy Policy is published at zjmarketingandautomation.com.au and is incorporated into this Agreement by reference.

Clause 35 — Client Data and Data Processing

Where we process personal information belonging to your customers as part of the Services:

You are the data controller for that personal information
ZJ Marketing & Automation is a data processor acting on your instructions
You confirm that you have obtained all required consents under the Privacy Act 1988 (Cth) for us to process that data on your behalf
You will not instruct us to process personal information in a way that would breach the APPs or any applicable law
End-user data belongs to the Client and is not used by ZJ Marketing & Automation for any purpose other than service delivery

Clause 36 — Notifiable Data Breaches

If we become aware of a suspected eligible data breach involving personal information we hold or process on your behalf, we will notify you as soon as reasonably practicable (and in any event within 72 hours of becoming aware). We will cooperate with you to manage notification obligations under the Notifiable Data Breaches scheme (Part IIIC of the Privacy Act 1988).

Part I — Spam Act Compliance

Clause 37 — Commercial Electronic Messages

Where we send commercial electronic messages (emails, SMS) on your behalf as part of the Services, you warrant and agree that:

You have obtained express or inferred consent from all recipients in accordance with the Spam Act 2003 (Cth)
All messages will include a clear, prominent, and functional unsubscribe mechanism
You will honour all unsubscribe requests within 5 Business Days of receipt
You maintain accurate, auditable records of consent for all recipients
You have not purchased or obtained email lists without verifiable consent

You indemnify ZJ Marketing & Automation against any fine, penalty, or liability imposed by the Australian Communications and Media Authority (ACMA) or any other authority arising from your failure to comply with the Spam Act 2003 or the Do Not Call Register Act 2006.

Part J — Termination

Clause 38 — Termination for Convenience

Either party may terminate an ongoing monthly service by providing 30 days' written notice via email to the other party's nominated email address. No penalty applies for termination for convenience.

Clause 39 — Immediate Termination by ZJ Marketing & Automation

We may terminate this Agreement immediately and without notice if:

Any Fee remains unpaid for more than 30 days after the due date
You breach any material term of this Agreement and fail to remedy the breach within 7 Business Days of written notice
You become insolvent, bankrupt, or enter administration, liquidation, or receivership
You engage in conduct that is abusive, fraudulent, unlawful, or seriously harmful to our reputation or business
Continuing to perform would require us to breach any applicable law

Clause 40 — Effect of Termination

On termination for any reason:

All outstanding Fees become immediately due and payable
The current month's recurring fee is not refunded
The setup fee is not refunded
We will provide the Client with all Client-owned Deliverables, API keys, and system credentials within 5 Business Days of termination, provided all outstanding Fees have been paid in full
Each party will return or destroy the other's Confidential Information on written request
ZJ Marketing & Automation will provide up to 5 Business Days of reasonable transition assistance at no additional charge, provided the Agreement was not terminated for the Client's breach

Clauses that by their nature survive termination continue in full force, including: Clause 20 (IP), Clause 21–30 (Limitation of Liability), Clause 31–33 (Confidentiality), Clause 34–36 (Privacy), Clause 43 (Governing Law).

Part K — Amendments and Updates

Clause 41 — Changes to These Terms

ZJ Marketing & Automation may amend, update, or vary these Terms and Conditions from time to time to reflect changes in our services, legal obligations, or business practices.

A change is a Material Change if it affects: pricing or Fees; service scope or Deliverables; cancellation, termination, or refund rights; or the limitation of liability provisions in Part F. All other changes (such as corrections, clarifications, formatting, or updates to contact details) are Non-Material Changes.

Material Changes — we will provide at least 30 days' written notice to your nominated email address before a Material Change takes effect. If you do not accept the Material Change, you may terminate your service before it takes effect by providing written notice, without penalty. Where you terminate on this basis, any Fees paid in advance for Services not yet delivered as at the date of termination will be refunded to you on a pro-rata basis within 7 Business Days.

Non-Material Changes — may be made without prior notice and take effect immediately upon publication on our website, with the "Effective Date" and "Version" updated accordingly.

Continued use of our Services after the notice period for a Material Change (or after publication of a Non-Material Change) constitutes acceptance of the updated Terms.

Clause 42 — Variation by Agreement

Any variation to the specific terms of your engagement (e.g. scope, pricing, deliverables) must be agreed in writing by both parties before taking effect. Email confirmation by both parties constitutes a valid written variation.

Part L — General Provisions

Clause 43 — Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of Queensland, Australia. Both parties irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland for any dispute arising under or in connection with this Agreement.

Clause 44 — Dispute Resolution

If a dispute arises, the parties agree to the following process before commencing legal proceedings:

(a) The party raising the dispute must give written notice to the other party setting out the nature of the dispute and the resolution sought

(b) Both parties must meet (in person or by video) within 10 Business Days of the notice to attempt to resolve the dispute in good faith

(c) If the dispute is not resolved within 20 Business Days, either party may refer it to mediation through a mediator agreed between the parties, or if not agreed, appointed by the Queensland Law Society. Mediation costs are shared equally.

(d) Neither party may commence legal proceedings (except for urgent injunctive relief) until the above process has been exhausted or has produced no resolution

Clause 45 — Entire Agreement

This Agreement (together with any signed Proposal or Statement of Work) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, representations, negotiations, or agreements — whether oral or written — relating to that subject matter.

Clause 46 — Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed from the Agreement. The remaining provisions continue in full force and effect as if the severed provision had not been included.

Clause 47 — Waiver

A failure or delay by either party to exercise any right, power, or remedy under this Agreement does not operate as a waiver of that right. A waiver of a right on one occasion does not constitute a waiver of that right on any subsequent occasion. No waiver is effective unless it is in writing and signed (or confirmed by email) by the waiving party.

Clause 48 — Assignment

You may not assign, transfer, delegate, or novate any of your rights or obligations under this Agreement without our prior written consent. We may assign or transfer our rights and obligations under this Agreement to any person who acquires our business, provided reasonable notice is given to you.

Clause 49 — Relationship of Parties

Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the parties. ZJ Marketing & Automation is an independent contractor. Neither party has authority to bind the other in contract or otherwise.

Clause 50 — Notices

All notices under this Agreement must be in writing and sent by email. Notices to us must be sent to info@zjmarketingandautomation.com.au. Notices are deemed received on the next Business Day after sending, provided no delivery failure notification is received. We may update our contact email by publishing the updated email on our website.

Clause 51 — Counterparts and Electronic Execution

This Agreement may be accepted electronically, including by email confirmation, online form submission, or payment of a fee. Electronic acceptance is as legally binding as a handwritten signature. If a physical signature is obtained, this Agreement may be executed in counterparts, each of which constitutes an original, and together constitute one agreement.

Clause 52 — No Third-Party Rights

This Agreement is for the benefit of the parties only. It does not create any rights in favour of, or enforceable by, any third party.

Clause 53 — Application of Australian Consumer Law

This Agreement is subject to the Australian Consumer Law to the extent applicable. Nothing in this Agreement excludes, restricts, or modifies any right or guarantee that cannot lawfully be excluded under the ACL.

Business: ZJ Marketing & Automation

ABN: 31 438 003 490

Email: info@zjmarketingandautomation.com.au

Website: zjmarketingandautomation.com.au

Version: v2.1

Effective: 17 July 2026

These Terms and Conditions do not constitute legal advice. For complex disputes or high-value engagements, we recommend seeking independent legal advice from a qualified Queensland commercial lawyer.