Terms of Engagement

The Terms

These Terms of Engagement (“Terms”) form part of any proposal, quotation, or statement of work (“Proposal”) issued by Business Nebula ABN 34 430 643 659 (“Business Nebula”, “we”, “our”) and accepted by the client (“Client”, “you”). Together they constitute the entire agreement (“Agreement”) between the parties.

By executing a proposal or engaging in works with Business Nebula, the Client acknowledges having read, understood, and agreed to these Terms of Engagement.

Electronic Execution and Acceptance – This Agreement may be executed or accepted electronically, including by digital signature, online acceptance, or written email confirmation. Each party agrees that such form of acceptance constitutes a valid and binding execution of this Agreement for all legal purposes.

1       Scope of Engagement

1. These Terms apply to all services provided by Business Nebula, including (without limitation):
2. Web Design & Development
3. Digital Marketing (SEO, SEM, Social & PPC Advertising)
4. Brand & Creative
5. Market Strategy & Consulting
6. Process Automation
7. Hosting & Infrastructure Support
8. Project Management & Digital Project Consultancy (e.g. app development, systems integration, and cross-vendor coordination)
9. Other related digital, creative, or strategic services reasonably requested by the Client and accepted by Business Nebula from time to time.
   1. Specific deliverables, timeframes, and pricing will be set out in the accompanying Proposal.
   1. Business Nebula will perform the Services with due care and skill consistent with good industry practice, but does not guarantee specific outcomes (including rankings, traffic, conversions, or advertising performance) unless specific KPIs are noted in the Proposal.

2      Service Standards

• Business Nebula will exercise reasonable skill, care, and diligence consistent with industry standards in delivering the Services. We are committed to clear communication, project transparency, and timely delivery to the best of our ability.
  • Business Nebula conducts its operations in accordance with applicable Australian laws, including privacy, intellectual property, and anti-spam legislation. The Client agrees to ensure that all content and campaigns comply with relevant advertising and data-protection laws.

3      Client Responsibilities

• Provide timely access to information, systems, and approvals reasonably required by Business Nebula.
  • Ensure any content, data, or materials supplied are accurate, lawful, and do not infringe third-party rights.

Variations

• Any change to the agreed scope or deliverables must be confirmed in writing by both parties. Business Nebula may issue a revised quotation or estimate before proceeding. Additional work outside the original Proposal will be charged at the applicable rates in the current Service Price Schedule. We will work in good faith to accommodate reasonable client requests where possible.

Approvals & Acceptance

• Where deliverables are submitted for Client review, the Client must provide feedback or approval within 10 business days (or as otherwise agreed). If no response is received, the deliverable will be deemed accepted. Business Nebula may in good faith extend this period at its discretion. Subsequent revisions requested after approval may be treated as additional work.

Delays

• Business Nebula’s timelines depend on timely Client cooperation. Delays in providing content, approvals, or access may extend delivery timeframes. If a project is delayed by more than 30 days due to Client inaction, Business Nebula may invoice for work completed to date and resume work upon payment or at revised scheduling availability. Where the Client maintains open communication about delays, this period may be extended in good faith to a maximum of 60 days.

4      Fees & Payment

• Fees are as stated in the Proposal and are payable within 7 days of invoice (“Net 7 Days”).
  • For monthly or ongoing retainer engagements, invoices will be issued in advance on the first business day of each billing period unless otherwise stated in the Proposal. Payment is due within seven (7) days of the invoice date. The initial invoice may be prorated where the engagement commences partway through a billing cycle. Services under the retainer will automatically continue from month to month in accordance with Clause 12.6 unless otherwise terminated in writing.
  • If Services start, pause, or end mid-billing period, Business Nebula may apply prorata charges for work performed or made available. Refunds or credits for unused time apply only if agreed in writing.
  • Ad-hoc Service Price Schedule – Unless otherwise specified in the Proposal, ad-hoc or additional services are chargeable at Business Nebula’s prevailing rates as set out in its current Service Price Schedule, which may be updated periodically to reflect cost and market variations. The Client acknowledges that this schedule is available upon request and forms part of this Agreement by reference.
  • The Client must reimburse all out-of-pocket expenses reasonably incurred in providing the Services, including but not limited to software subscriptions, hosting, advertising spend, media licences, travel, and other costs agreed by both parties.
  • Business Nebula retains the right to enforce interest on overdue amounts at a rate not exceeding the maximum permitted by law. Interest may accrue daily until payment is received in full.
  • We retain the right to suspend work or withhold deliverables if invoices remain unpaid after the due date.
  • Unless otherwise stated, all fees exclude GST.

5      Intellectual Property & Ownership

• All intellectual property (“IP”) created by Business Nebula, including designs, code, strategies, frameworks, templates, scripts, documentation, and creative works, remains our property until all fees are paid in full.
  • Upon full payment, ownership of the final deliverables specifically identified in the Proposal transfers to the Client.
  • All underlying tools, frameworks, and pre-existing materials remain the sole property of Business Nebula.
  • Business Nebula retains a perpetual, royalty-free right to use completed works and performance data for its own marketing and portfolio purposes. The Client may request anonymisation of confidential information.

6      Data Retention & Handover

• Business Nebula retains project files and deliverables for ongoing support and quality assurance. On project completion, final deliverables will be provided as outlined in the Proposal. The Client may request a formal handover or deletion of materials, after which Business Nebula will retain an archival copy for record and portfolio purposes unless otherwise agreed in writing.

7      Portfolio Use & Collaborative Publicity

• Business Nebula retains the right to showcase completed projects, creative works, or measurable outcomes delivered under this Agreement in its portfolio, website, presentations, and marketing materials. Business Nebula may reference the Client’s name, brand, and project details for illustrative or promotional purposes. Should the Client prefer to remain anonymous or exclude identifying details (such as logos, names, or sensitive information), the Client must notify Business Nebula in writing, and Business Nebula will respect that request in good faith. Any joint announcements, media releases, or co-branded promotions referencing both parties will be developed collaboratively and require mutual written agreement prior to publication.

8      Confidentiality & Data Protection

• Both parties must keep confidential all non-public information obtained during the engagement.
  • Business Nebula will take reasonable steps to safeguard Client data but makes no guarantee of absolute security.
  • Unless a specific security or backup service is purchased under a separate SLA, Business Nebula does not warrant protection against data loss, corruption, or unauthorised access.

9      Disclaimers

Third-Party Services & Dependencies

• Business Nebula may use third-party platforms such as hosting, analytics, advertising networks, or domain providers. We are not liable for interruptions, outages, or losses caused by those platforms.
  • SEO and paid advertising results depend on algorithms, competition, and market factors. Any performance metrics or projections are indicative only and based on reasonable assumptions at the time; actual results may vary.
  • Where Business Nebula purchases or manages third-party software or subscriptions for the Client, the Client is bound by those vendors’ terms and is solely responsible for reviewing and complying with them.

IT Infrastructure Disclaimer

• Business Nebula does not hold itself out as an IT managed-services provider. We do not claim specific expertise in IT infrastructure management, endpoint management, Microsoft 365 or Google Workspace tenancy management, or cybersecurity-related services. Any assistance provided with such systems is offered solely for convenience on a good-faith, best-efforts basis. Clients remain responsible for maintaining their IT systems, security configurations, and backups, and should obtain professional IT or cybersecurity advice where necessary.

10    Liability, Indemnity, Warranties

1. To the extent permitted by law, Business Nebula’s total aggregate liability for any claim arising out of or in connection with the Services is limited to the total fees paid by the Client in the 12 months immediately preceding the claim, or, at our election, the resupply of the Services or payment of the cost of having them resupplied. Business Nebula is not liable for indirect or consequential loss, or for outcomes affected by third-party actions, market fluctuations, or Client’s own acts, omissions, materials, misconfiguration or security breaches outside our control.
   1. Except as required by law, Business Nebula makes no warranties beyond those set out in this Agreement. Where statutory guarantees under the Australian Consumer Law apply, liability is limited as stated above.
   1. The Client indemnifies Business Nebula, its directors, employees, and contractors against any claim, loss, or expense (including reasonable legal costs) arising from: the Client’s breach of this Agreement; the Client’s negligent, unlawful, or misleading conduct; or the use of Client-supplied materials, instructions, or data.
   1. This indemnity survives termination of the Agreement and is subject to the limitations of liability in this clause.

11     Subcontractors, Non-solicitation

1. Business Nebula may engage qualified subcontractors or specialist service providers to perform any part of the Services, provided that we remain responsible for the overall delivery and quality of the Services.
   1. The Client must not, during the engagement and for 12 months thereafter, directly or indirectly solicit, employ, or engage any Business Nebula staff, contractor, or consultant without our written consent.

12    Term & Termination

1. Unless otherwise stated, these Terms commence on acceptance of the Proposal and continue until completion or termination.
   1. Either party may terminate for cause by written notice if the other party – (a) materially breaches the Agreement and fails to remedy within 30 days of notice; or (b) becomes insolvent.
   1. Either party may terminate for convenience after a minimum commitment of three (3) months by giving 14 days’ written notice.
   1. Upon termination, all accrued fees and expenses become immediately payable.
   1. Clauses 3, 4, 6, 9–13 and 10 survive termination.
   1. Automatic Renewal for Ongoing Services – Unless terminated in accordance with Clause 12, any monthly or retainer-based engagement will automatically renew on a month-to-month basis on the same terms and pricing (subject to annual review).

13    Governing Law & Dispute Resolution

1. This Agreement is governed by the laws of South Australia.
   1. Before commencing litigation, the parties will attempt to resolve disputes in good faith through negotiation or mediation.
   1. Each party submits to the exclusive jurisdiction of the courts of South Australia.

14    General Provisions

1. This Agreement, together with the Proposal and any referenced annexes (including the Service Price Schedule), constitutes the entire understanding between the parties and supersedes all prior proposals, representations, or understandings, whether written or oral.
   1. Variations must be in writing and signed by both parties.
   1. If any clause is found invalid, the remainder remains enforceable.
   1. Notices must be in writing and sent to the addresses stated in the Proposal.
   1. Force Majeure – Neither party is liable for delay or failure to perform obligations due to causes beyond reasonable control, including natural disasters, strikes, internet outages, or government actions.

15    Hosting & Domain Services

1. Where applicable, Business Nebula may provide or manage hosting, domain registration, and DNS services on behalf of the Client.
   1. Hosting and domain services may be provided through third-party partners and are subject to their applicable terms, policies, and requirements.
   1. The Client authorises Business Nebula to act as its designated agent for the registration, administration, renewal, and management of domains registered on its behalf, including making permitted changes to domain contact and registration details.
   1. The Client is responsible for providing and maintaining accurate registration details and meeting all eligibility and verification requirements applicable to its domains, including any ABN, ACN, identity, or other verification requirements.
   1. Domain registrations made on behalf of the Client remain the Client’s property. Business Nebula may manage these registrations on the Client’s behalf while the Services are active.
   1. Hosting, domain registration, renewal, verification, and related third-party fees will be charged as specified in the Proposal or passed on to the Client as an expense.
   1. The Client acknowledges that third-party services may be suspended, terminated, or have data deleted due to non-payment, misuse, security concerns, legal requirements, or other circumstances outside Business Nebula’s control. Business Nebula is not responsible for resulting loss of access or data.
   1. The Client agrees to comply with applicable acceptable-use requirements and third-party terms relating to hosting and domain services.
   1. Unless expressly included in the Proposal, hosting does not include managed IT, cybersecurity, backup, or disaster recovery services.
   1. Upon termination, Business Nebula may assist with the transfer of hosting, domains, and DNS services, subject to any outstanding fees and third-party requirements.