Terms and conditions

Effective 22 October 2026

These terms cover use of the Agensio website and client portal and the marketing services ordered through an accepted Proposal.

1 Who we are

Agensio is a product of Hustle Holdings Pty Ltd, ABN 69 159 750 722, ACN 159 750 722, of 1/43 Crescent St, Rozelle NSW 2039 (Agensio, we, us or our).

You or your means the person or business using our website or portal, or the client named in an accepted proposal, as applicable. A person accepting an agreement for a business must be authorised to bind that business.

Contact us about these terms, service issues or cancellation at support@getagensio.com. Our privacy contact and information-handling practices are set out in our Privacy Policy.

2 Your agreement with us

These terms set out the conditions for using our website and portal and for services you order from us. A paid service agreement is formed when you and Agensio accept a written proposal, order form or service schedule that identifies these terms and makes them available before acceptance. In these terms, that document is called the Proposal.

An enquiry, strategy-call booking, website visit or request for a quote does not by itself start a paid engagement or authorise a charge.

Your agreement consists of the accepted Proposal, these terms and any expressly agreed schedules or variations. A signed data-processing schedule takes priority for its subject matter. Any other conflict is resolved in favour of a specific, expressly agreed provision in the Proposal, then these terms. Mandatory legal rights always prevail.

Your Proposal identifies the services and the fees. It also records any other commercial details the parties have agreed, such as campaigns, a media budget, billing timing or exceptions. We will provide a copy of the accepted agreement. A change to our public website or a later version of these terms does not automatically change your existing service agreement. The final KPI need not be agreed when you accept, unless the Proposal says it must. Clause 12 governs agreement of the KPI by the end of cycle three and what happens if it is not agreed.

Nothing in the agreement excludes responsibility for misleading statements or other rights that cannot lawfully be excluded.

3 What Agensio provides

Agensio provides the strategy, campaign management, creative, conversion, reporting and other marketing work specifically described in your Proposal. An experienced Agensio Team Member leads the strategy, directs AI-assisted work, reviews and refines outputs and approves work for release through the agreed approval process.

Agensio may replace the Team Member leading your engagement with another person of similar experience. That change does not reduce the agreed services.

Your selected plan sets the maximum agreed scope. A campaign allowance is a maximum number of agreed campaigns, not a promise that every campaign will be suitable or launched at once.

A campaign is an agreed stream of marketing work, such as Meta ads, Google ads, Instagram content, TikTok content, influencer marketing, email or SMS. We confirm the selected campaigns before work starts. The Proposal records how campaigns, brands, locations or advertising accounts are counted only when that has been agreed.

Quantities, production credits, revision rounds, meeting frequency, response commitments and a reporting schedule apply only when they are agreed. A general description of our capabilities does not make every capability an unlimited inclusion. Where a credit scheme, or a material exclusion from an advertised inclusion, is agreed, the Proposal records it.

Photography or filming, talent, locations, specialist production, substantial website or software development, paid assets, extra accounts and work outside the agreed scope require a separately accepted quote unless expressly included in your Proposal. We will not charge for additional work or third-party commitments without your prior approval. Campaign landing pages are included where the selected plan or Proposal provides for them; the exclusion for substantial website or software development does not remove an agreed campaign-landing-page inclusion.

Any roadmap describes our intended direction and priorities. A 12-month roadmap does not create a 12-month minimum contract unless that term is expressly accepted in your Proposal.

4 Onboarding and start dates

Your Proposal may describe the setup work covered by the one-off setup fee, its payment date, the information and account access required from you, and the intended service start date.

Setup may include the agreed discovery, strategy, roadmap and initial KPI planning. Technical integrations, data migration, tracking implementation and production deliverables are included only to the extent stated in the Proposal. Final KPI validation and agreement are addressed under clause 12 and may occur after setup, with the deadline for agreement at the end of cycle three. Unless the Proposal expressly makes final KPI agreement a setup deliverable, it is not a condition of completing setup.

The Proposal states the fees and the intended timing for the setup payment and membership billing. Dates that depend on completion of setup or a successful payment are estimates. Payment, the start of the service and the launch of advertising are separate unless the Proposal says they are the same. Paying a setup fee does not start an undisclosed minimum term.

Authorised Agensio staff confirm that setup is complete before membership billing begins. Before the first membership charge, we will notify you in writing that setup is complete and state the amount and date of that charge under the payment authority you accepted. Completion of client onboarding alone does not establish completion of setup, and this process does not create deemed client acceptance of the work.

After the first successful membership payment, we will provide the actual Australia/Sydney dates and times for the start and end of cycles one to four, the 84-day initial-term end, the 112-day cycle-four end and the seven-elapsed-day claim deadline that applies when a KPI is agreed by the end of cycle three. These dates are calculated under clauses 8, 10 and 12. If the KPI is agreed later, clause 12 sets the claim deadline in the written assessment notice. A missed deadline for agreeing the KPI does not by itself stop a further paid cycle.

If information, approvals, account access or another dependency is delayed, we will explain the effect and agree a reasonable revised schedule. We will not automatically extend the initial term or add fees because of a delay. Where you ask us to reserve capacity during a delay, any resulting charge must be agreed in writing. This does not remove fees for services we continue to provide under the agreement.

5 Your responsibilities and account access

You must give us timely and reasonably accurate information, brand assets, access and instructions needed for the services. You remain responsible for your business, products, prices, fulfilment, customer service and the accuracy and substantiation of claims about your business.

You must have the rights and permissions needed for materials and data you supply and for the activities you instruct us to perform. Tell us about relevant industry restrictions, regulated claims, required disclaimers and approvals before work is released. We remain responsible for our own work and obligations; your review does not excuse our failure to use reasonable care and skill.

You warrant that you have the rights needed for the materials you supply, a lawful basis and the required notices for the customer data you ask us to use, and a reasonable basis for claims about your products, prices, offers and any regulated activity. Our review of work is a duty to use reasonable care and skill. It is not a promise that your offer, claims or materials are lawful, accurate or free from third-party rights.

You should retain ownership and administrator control of your own advertising, analytics, CRM, domain, website and sending-provider accounts wherever the provider allows. Your AI-provider accounts must remain client-owned and under your administrator control wherever the provider supports that structure, subject only to the specific arrangements expressly agreed under clause 7. Give us access through the provider’s delegated-access features where available. Do not send passwords or other account secrets through ordinary email, chat or creative briefs.

You may appoint authorised contacts for day-to-day instructions and approvals. Tell us promptly when their authority changes or an account may be compromised. We may ask for reasonable verification before acting on a sensitive or unusual instruction.

Access to an account does not by itself authorise us to increase budgets, purchase additional services, upload an audience, send a campaign or make changes outside the agreed scope.

6 Approvals and campaign authority

We will agree who can approve creative, claims, destinations, audiences, messages, budgets and campaign launches. We may make routine optimisations without requesting separate approval each time only within a clearly documented authority and budget that you have accepted.

Silence is not approval of a new campaign, a material claim, an increased budget or additional fees. If an approval is needed and has not been given, we may hold the affected work and explain the scheduling impact.

Our human review remains part of our delivery process. It does not transfer decisions reserved to you to an AI system. You should check business-specific facts, offers, prices, availability and any legal or regulated claims in work sent for your approval.

We may temporarily pause affected activity where reasonably necessary to address a suspected security incident, unlawful content, material budget error or serious platform-policy issue. We will notify you promptly, explain the reason and work with you to resolve it. Any pause must be proportionate to the issue.

7 Media budgets and third-party charges

Agensio’s fees do not include third-party services. You are responsible for paying those providers, including their subscriptions, usage charges, taxes and transaction costs. This includes, without limitation, hosting and cloud infrastructure, domain names and DNS, paid advertising platforms, influencer fees, payment-gateway and merchant fees, AI providers, email and SMS delivery, CRM and other business software, analytics, attribution and call tracking, ecommerce platforms, stock media, fonts, music and other licensed creative assets, data and audience services, talent and production suppliers, and any other third-party service reasonably required for the agreed work.

We may use the providers needed to deliver the services, including AI providers such as ChatGPT, Grok, Claude and others suitable for the work. A new paid account, or a material increase in a third-party commitment, still needs the approval required by this clause. Ending the engagement does not cancel your own contracts with those providers.

Your approved media budget is separate from Agensio’s fees. Unless your Proposal expressly provides otherwise, you pay advertising platforms directly using your own account and payment method.

We must obtain your approval before increasing the overall approved media budget or committing you to an additional third-party charge. Our ability to allocate an approved budget between campaigns must be stated in the agreed authority.

Advertising platforms may use daily averaging, delayed reporting, currency conversion or billing adjustments. We will use reasonable care to configure and monitor budgets, explain material platform limitations we know about and promptly raise a likely overrun. A platform limitation does not release us from our duty to use reasonable care, or from the recovery attempt and mandatory rights that apply to our own unauthorised advertising changes.

You remain responsible for charges on advertising, sending and AI-provider accounts that you own. If we spend or commit advertising money outside the written authority you accepted, we will, at no charge to you, take reasonable steps to seek recovery of that unauthorised advertising spend through the advertising platforms. We do not promise that a platform will refund or reverse it. This does not limit a right that cannot lawfully be excluded. If we spend or commit money outside that authority on a sending or AI-provider account, our responsibility for that change is the unauthorised amount, subject to clause 18.

If your planned managed spend exceeds your plan’s ceiling, we will discuss a change of scope before accepting that additional management work. There is no automatic plan upgrade or undisclosed overage charge. The Proposal must state any agreed pause or budget-control procedure at the ceiling.

SMS and Email services use the sending-provider arrangements identified in your Proposal. Provider subscriptions, message-delivery charges and other usage fees are payable as disclosed in that Proposal.

You own and retain administrator control of the agreed AI-provider accounts wherever the provider supports that structure, and normally pay the providers directly. Agensio administers the accounts only within the authority you have agreed. Any alternative payment or technical arrangement must be separately and expressly agreed before use and does not silently transfer ownership to Agensio. If a provider does not support the intended client-owned or delegated-access structure, we must disclose that limitation and agree the specific arrangements for your control, access and handover before using it.

AI usage is not unlimited and is not automatically included in Agensio’s fees. Before you accept, the Proposal must identify any included allowance by provider, unit, quantity, applicable period, reset rules, rollover or expiry, and the approval and payment arrangements for additional usage. If no allowance is included, that must be made clear before acceptance. No additional usage charge or paid service is authorised merely because an allowance is exhausted.

We provide usage and cost forecasts. Providers, spending authority and available budget controls must be agreed before use. Budget increases and additional paid services require approval. Estimates and provider controls may not impose a strict cap; this does not excuse unauthorised use or lack of reasonable care. Provider changes do not automatically authorise reduced inclusions or extra charges.

8 Our fees and how we bill

The fees and currency you accept are recorded in your Proposal. The standard structure is a one-off setup fee and a price billed every 4 weeks. Advertising spend is paid by you to the platforms. There is no percentage-of-ad-spend fee.

Agensio’s quoted setup fee and 4-week price include GST. We do not add GST again on top of those quoted amounts. Any separately quoted extra must clearly state the total payable and its GST treatment before approval.

A promotional pricing schedule must state the discounted setup fee and recurring rate, the exact discount duration and its start and end triggers and calculation method, and the fixed standard recurring rate that will apply afterward, all accepted before the engagement starts. We will confirm the actual promotional start and end dates in writing when they are known. Unless the offer expressly states otherwise, the recurring-price discount begins with the first membership cycle, not payment of the setup fee. Expiry of a discount does not create a second setup fee or an additional 12-month commitment. Where the offer promises a 12-month discount, that period must not be shortened to 364 days. The Proposal must state the pre-agreed treatment of a 28-day billing cycle that straddles the discount end date, consistently with the offer and without an undisclosed early price increase.

The setup fee is paid during onboarding. Recurring membership billing begins only after authorised Agensio staff confirm the agreed setup work is complete. The first successful membership payment starts cycle one and the initial service term. Each cycle is 28 elapsed days; the initial term is three cycles, or 84 days. Client onboarding completion alone does not start that term. Where a KPI has been agreed by the end of cycle three, the fifth recurring payment is held through the claim window in clause 12. Where the KPI is agreed later, the next recurring payment after the written assessment notice is held as clause 12 describes. Your Proposal states the billing timezone, period boundaries, setup payment timing, due dates and any agreed saved-payment-method arrangements.

Any foreign-currency spend must use the conversion method agreed in the Proposal; we will not add an undisclosed FX margin.

Payment processing by a third party does not itself authorise any amount outside your agreement. Any recurring payment authority must identify the charge for each 28-day period. We will issue the applicable invoice or charge notice. Cancelling a payment authority does not itself cancel the services, and ending the services does not cancel your separate platform subscriptions.

9 Billing questions and late payment

Contact us promptly if you believe an invoice is wrong. We will review the relevant evidence and correct errors. You should pay any undisputed amount when due. We will not suspend services solely because you have raised a genuine billing dispute in good faith and are cooperating to resolve it.

If an undisputed payment is overdue, we will give written notice explaining the amount, the steps needed to resolve it and a reasonable payment period before suspending affected services. We will consider the amount, likely consequences and any genuine processing error before taking that step. Suspension must be proportionate and does not transfer ownership of your accounts or data to us.

If we incur a debt-collection fee to recover an undisputed overdue amount under this agreement, you must pay that fee. It is limited to the fee we actually incur. We will not charge it on an amount that is genuinely disputed and being reviewed, and we will not recover the same cost twice.

No interest, failed-payment fee or reactivation fee applies unless it was clearly disclosed and accepted in your Proposal and is lawful and reasonable.

Raise a billing question with us under this clause before you ask your card issuer to reverse a payment. A reversal made without a genuine unresolved dispute with us, or after we have corrected the invoice, is a breach. The rules of the card scheme still apply.

Any statutory right to a refund, cancellation, compensation or other remedy is unaffected by invoice due dates, an approval or a billing query not being raised immediately.

10 Minimum term and ordinary cancellation

Your initial commitment is the setup fee and three consecutive 28-day cycles, 84 days from the first successful membership payment, unless you expressly accept a longer initial term in the Proposal. We may offer a discount for a longer commitment. Any discount, the commitment it requires and its conditions must be stated in the Proposal before you accept; no discount or later clawback is implied. After the initial term, the engagement continues in further 28-day periods. It does not automatically renew for another fixed term.

If no KPI has been agreed in writing by the end of the third 28-day cycle, services and recurring fees continue under clause 12 until a KPI is agreed in writing. Silence is not agreement of a KPI, and it does not stop the next paid cycle or its charge.

Either party may give at least 30 calendar days’ written notice to end the engagement on or after the end of the initial term. Notice can be given during the initial term, so long as the effective end date is no earlier than its end. There is no requirement to wait until the initial term ends before sending notice.

Send cancellation to the contact email in clause 1. We will confirm receipt, the final service date and the expected final billing. A failure to acknowledge a notice does not invalidate a notice that was received. No particular words or telephone call are required if the intention to cancel is clear.

Where the final service date falls part-way through a prepaid 28-day period, the fee for that period is calculated to that date on a daily pro-rata basis, with any surplus refunded. You remain responsible for approved advertising spend through the final service date and any approved, unavoidable third-party commitments disclosed before they were made.

A request to leave before the initial term ends may be resolved by written agreement. Unless we agree to an earlier end or you have a right to end under the agreement or law, the agreed services and fees continue through the initial term. These terms do not automatically accelerate all remaining 28-day fees into a lump-sum exit charge. Any agreed early-release amount must take account of services already supplied, unavoidable commitments and costs reasonably saved or mitigated. This does not affect either party’s rights for a breach or your rights under law.

11 Changes to your engagement

Upgrades, downgrades, additional campaigns, changed deliverables, pauses, revised budgets and extra work require written agreement on the change, price and effective date. We will not apply a new setup fee or restart a minimum term merely because a plan changes unless that is expressly agreed.

The accepted fees and scope remain in place unless both parties agree to change them or end the agreement under these terms. We may propose new terms for a future engagement, but publication of a new price or terms page does not amend an existing agreement.

We may make reasonable operational changes that do not materially reduce the agreed services, increase your obligations or change your rights. A material service change needs agreement. Where a legal or platform requirement prevents us from continuing an affected service, clause 15 applies.

12 Marketing outcomes and reporting

We will provide the agreed services with reasonable care and skill and within the agreed time, or a reasonable time where none is set. We will work towards the objectives agreed with you.

During the first three cycles, each party must propose or respond in writing to a measurable KPI, including its baseline, target, measurement method and mutual responsibilities. If you do not respond to a written KPI proposal within a reasonable time stated in that proposal, or you reject every measurable option without a stated reason, the KPI is not treated as unagreed because of that failure, and the late-assessment refund in this clause does not arise from that failure. The parties will otherwise work together to agree that KPI in writing by cycle three’s end. Silence is not agreement. If a KPI is agreed by cycle three’s end, the target is assessed at cycle four’s end. If no KPI is agreed by cycle three’s end, services and recurring fees continue until a KPI is agreed in writing. When that later KPI is agreed, the three completed 28-day cycles immediately before the written agreement are assessed against the agreed target.

If a KPI was agreed by cycle three’s end and the agreed target is missed, the client may claim the fourth recurring Agensio fee actually paid, including GST, and elect immediate termination without ordinary notice. Setup and third-party costs are excluded.

If the KPI is agreed after cycle three’s end and the agreed target is missed for those three completed cycles, the client may claim the recurring Agensio fee actually paid for the latest of those three cycles, including GST. Setup and third-party costs are excluded. That refund does not include a right to end the engagement immediately. Ordinary cancellation under clause 10 still applies.

Where this clause provides a refund, and where it provides a right to end immediately, those are your agreed remedy for a missed KPI under this clause. They sit alongside any right the Australian Consumer Law gives you. They do not add a claim for lost sales or other remote loss, except where clause 18 says a limit cannot apply.

Where a KPI was agreed by cycle three’s end, cycle four ends 112 elapsed days after the first successful membership payment, and claims must be submitted through the authenticated client portal within seven elapsed days afterward. Agensio supplies the exact Australia/Sydney deadline in writing. Where the KPI is agreed later, that earlier deadline does not apply and is not treated as already expired. Agensio gives written notice of the assessment and the Australia/Sydney deadline when the KPI is agreed, and claims must be submitted through the authenticated client portal within seven elapsed days after that notice. In either case, identify the engagement and disputed KPI result, with reasonably available evidence. Claims may precede our assessment; later information requests do not invalidate timely submission. We will preserve a practical means of accessing the authenticated claim function during the claim window, subject to reasonable security measures. A restriction under clause 20 must not prevent a timely claim under this clause.

Where a KPI was agreed by cycle three’s end, the fifth recurring payment is held throughout the claim window and while a timely claim remains unresolved. Where the KPI is agreed later, the next recurring payment after the written assessment notice is held throughout that claim window and while a timely claim remains unresolved. Services continue normally until a guarantee-failure claim is received. Receipt pauses recurring paid services and fee accrual; claim handling, account and document access remain available. No recurring service fee accrues during that pause. Any restart requires written agreement on its date and billing arrangements. Existing agreed cancellation and pro-rata protections govern services supplied before the pause; this clause creates no new pre-claim charge.

Authorised staff must verify expiry without an unresolved timely claim, or written resolution, before releasing the payment hold. A paused engagement additionally requires agreed restart arrangements. Mutual dependencies and adjustments require written agreement; no unilateral KPI/date change or automatic forfeiture applies.

Agensio provides a reasoned decision and promptly issues any valid refund. No assessment fee applies. Clients ordinarily bear submission costs; Agensio reimburses reasonable substantiation expenses it requests in writing against supporting evidence. These voluntary provisions do not restrict Australian Consumer Law rights. Website publication does not retrospectively amend accepted agreements.

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us, and to a refund for the unused portion or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

Other forecasts and targets do not create additional guarantees unless expressly agreed. Results also depend on the offer, market, competition, budget, platform decisions, website performance, sales process and fulfilment. This clause does not qualify a statutory guarantee that applies to our services.

Reports depend on the data and permissions available. We will identify material limitations and estimates rather than present them as confirmed results. Attribution systems can report overlapping conversions and may not capture every sale.

We will agree the definitions used for key measures. A lead is not a paying customer; return on ad spend is a revenue ratio rather than a profit measure; and contribution profit does not include every cost used in calculating net profit. Reliable customer-acquisition and realised-revenue reporting may require sales and cost data from you.

13 Intellectual property and use of work

You retain the rights you already have in your brands, data, content and other materials. You give us a limited right to use, adapt and share those materials with our authorised service providers only as reasonably necessary to provide the services and meet legal obligations, subject to confidentiality and data-protection requirements.

Once we have received the undisputed fees attributable to a final, bespoke deliverable, we assign to you the intellectual-property rights we own in that deliverable. Until those fees are received, you may use that deliverable only as needed for the engagement. We will obtain the rights and reasonable consents needed from our personnel to give effect to that assignment. The assignment excludes our pre-existing or independently developed tools, reusable templates, software, methods and know-how, and third-party materials.

Where the law allows, you may use and adapt a paid final deliverable in your business without naming Agensio or the individual authors. This does not let you claim that you created our retained tools.

Where our retained materials are incorporated into a paid final deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use and adapt them as part of that deliverable for your business, including through a replacement provider. This does not transfer ownership of or a right to separately commercialise our underlying platform or general-purpose tools.

Third-party assets, software, fonts, stock media and AI-provider components may be subject to separate licences. We will identify material restrictions and additional licence costs before you approve their use. You must comply with the licences that apply to your use. Working files and source files are included only where the Proposal says so; this does not limit your rights to your own source materials.

AI-assisted outputs may not be unique and may not attract exclusive intellectual-property protection. We do not promise exclusive rights in material where those rights do not exist or cannot lawfully be transferred. We remain responsible for the reasonable review and rights-management steps included in our services. Any trade mark clearance or specialist legal review must be expressly scoped.

We may show your name, logo, results or work in a case study or portfolio only with your prior written permission. We will not treat silence as permission.

14 Confidentiality and personal information

Each party must protect confidential information received from the other and use it only for the agreement. It may be shared only with people who reasonably need it for that purpose and are subject to appropriate confidentiality obligations, or where disclosure is legally required. Where lawful, the receiving party will give notice of a legally required disclosure.

This obligation does not cover information that is public without a breach, was already lawfully known, is independently developed, or is lawfully received from another source without a duty of confidence.

Our Privacy Policy explains how Agensio handles personal information for its own business purposes. It does not give either party unrestricted permission to use client customer data, contact lists or audiences for new purposes.

Before we access customer databases, audience data or other personal information on your behalf, the Proposal or a separate data-processing schedule must identify the purpose, instructions, data involved, authorised access, relevant providers and locations, security responsibilities, retention, return or deletion and assistance required for privacy requests or incidents. Each party remains responsible for the privacy obligations that apply to it.

You must have a lawful basis and provide the necessary notices and permissions for information you supply and for the proposed use. We must act within the agreed purpose and applicable law. Neither party may assume that the presence of a person in a CRM authorises advertising, audience matching or direct marketing to them.

Neither party may use the other’s confidential information or identifiable customer data to train a general-purpose AI model without separate, informed written authorisation and a lawful basis. Any proposed AI service must be assessed against the agreed confidentiality, provider-use and data-protection requirements before relevant data is supplied.

Each party must use reasonable safeguards appropriate to the information it handles. If it becomes aware of unauthorised access, loss or disclosure affecting the other party’s data in connection with the services, it must notify the other promptly and cooperate on containment, investigation and any legally required notification. Neither party may delay a required notification while waiting for the other’s approval.

15 Platforms and service interruptions

Advertising networks, social platforms, hosting, payment processors, sending providers and other third-party systems have their own terms, charges and availability. We cannot guarantee that a third party will approve an advertisement, maintain an account, preserve an integration or continue a particular feature.

We will use reasonable care when selecting and managing providers we engage for the services. We remain responsible for our contractual obligations and cannot transfer that responsibility merely by using a subcontractor or AI tool. Your direct contracts with your own providers remain between you and those providers.

We will tell you about a material interruption or platform change affecting the services when we become aware of it, take reasonable steps within our control to reduce the impact and discuss alternatives. We will not incur extra fees or move your data to a materially different use or destination without the agreement or other authority required for that change.

If an event outside a party’s reasonable control prevents performance, the affected party must notify the other, explain the likely impact and take reasonable steps to resume. Only the affected obligations are suspended. Fees must be adjusted for services we cannot supply, taking account of any work that continues and approved unavoidable third-party costs. If the interruption is material and no reasonable alternative or resumption date can be agreed, either party may end the affected services without an early-termination penalty.

16 Ending for a problem

Either party may end the agreement by written notice if the other commits a material breach and fails to remedy it within a reasonable period specified in a written notice describing the breach and what is needed to remedy it. The period must reflect the seriousness of the issue and what can reasonably be done to fix it.

A party may end immediately if the breach cannot reasonably be remedied or continuing would be unlawful or create a serious and immediate security or safety risk. Any action must be proportionate. Termination does not remove a right to a remedy for the original breach.

You may also end the affected services and obtain any applicable remedy where the Australian Consumer Law or another mandatory law entitles you to do so. A contractual notice or cure period does not delay such a right.

17 Final invoices and handover

On termination, we will stop new commitments, take the agreed steps to stop or transfer managed campaigns, and explain any platform activity or charges that may continue unless you act. You remain in control of your own platform accounts. We will not intentionally disable or retain your accounts, domains or data to pressure payment of a disputed bill.

We will provide an itemised final account for services supplied, approved unavoidable commitments, variable fees and adjustments, and refund any amount not properly payable. A setup fee is not automatically non-refundable: treatment depends on work actually supplied, approved commitments, the reason for ending and any applicable legal rights.

We will provide your supplied materials and paid final deliverables in the agreed, reasonably available format and remove our account access when it is no longer needed. Your personal information must be returned, retained or deleted in accordance with the applicable data-processing arrangements and law. We may retain records that we are legally required to keep and reasonable records for a dispute, subject to confidentiality and restricted use.

Ordinary delivery of existing agreed files and removal of access is part of closing the engagement. Additional migration, redevelopment or transition support requires an agreed scope and price before we do chargeable work. The end of the agreement does not erase licences already granted for paid deliverables.

18 Australian Consumer Law and liability

Nothing in these terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded, restricted or modified. This applies even where you acquire our services for a business purpose.

Where a service fails to meet an applicable consumer guarantee, you may be entitled to correction, cancellation, a refund, compensation or another remedy under law. No general statement about results, third-party systems, approvals, delays or refunds removes those rights.

Subject to those mandatory rights, and except for the clause 12 refund, fraud, wilful misconduct and personal injury, Hustle Holdings’ total liability arising out of the agreement is limited to the Agensio fees you actually paid in the four 28-day cycles before the event giving rise to the claim. If fewer than four cycles have been paid, the limit is the Agensio fees actually paid. Where the law allows a service that is not of a kind ordinarily acquired for personal, domestic or household use to be limited, liability for failure to comply with a consumer guarantee is limited to supplying the services again or paying the cost of having them supplied again.

Subject to those same mandatory rights, neither party is liable to the other for lost profits, lost revenue, lost goodwill, or charges on the other party’s own advertising, sending or AI-provider accounts. This exclusion does not apply to an amount we spend or commit outside the written authority you accepted on a sending or AI-provider account; that responsibility is the unauthorised amount itself. For unauthorised advertising spend, our contractual commitment is the unpaid recovery attempt in clause 7. Nothing in this clause excludes a mandatory right.

You indemnify Hustle Holdings Pty Ltd against a third-party claim, and the resulting loss, to the extent the claim arises from your products, prices, claims, brand, customer data or instructions, including a claim that those materials infringe another person’s rights or mislead the public. We indemnify you against a third-party claim, and the resulting loss, to the extent the claim arises from our work outside the authority you accepted. Our indemnity does not require us to reimburse unauthorised advertising-platform charges. Those charges are addressed by the recovery attempt in clause 7 and by any mandatory right. Neither indemnity applies to the extent the loss was caused by the indemnified party’s negligence or breach.

Liability is reduced to the extent the other party’s conduct contributed to the loss. Each party must take reasonable steps to avoid or reduce a loss after becoming aware of it. Staff and contractors have no personal liability for the services, except where the law does not allow that. No further contractual limit applies unless it is set out in an accepted Proposal and permitted by law.

19 Complaints and disputes

Please contact support@getagensio.com with the issue and the outcome you seek. We will acknowledge your complaint promptly, investigate it fairly and keep you informed. You can ask for the matter to be reviewed by a senior person who was not directly responsible for the issue where reasonably available.

If we cannot resolve a dispute through discussion, either party may propose mediation with a mutually agreed independent mediator and an agreed allocation of costs. Mediation is not compulsory unless separately agreed after the dispute arises.

Nothing here prevents either party seeking urgent court relief, reporting a matter to a regulator, using an available tribunal or ombudsman, or exercising a statutory right. The complaints process does not shorten a legal limitation period or prevent you obtaining advice.

20 Website and portal use

You may use our public website to learn about Agensio and contact us. Authorised client users may use the portal for the purposes and access level we provide under the engagement. The portal and its underlying software remain ours or our licensors’.

Do not use our website or portal unlawfully, impersonate another person, upload malicious code, attempt unauthorised access, interfere with another client’s information or misuse our systems. Keep account credentials secure and notify us promptly of suspected unauthorised use.

We may restrict access reasonably necessary to address misuse or a security issue, with notice where practicable. We will seek to preserve legitimate access to important invoices, agreements and client data, or provide a reasonable alternative, where it is safe and lawful to do so.

Public-site information may be updated and general material is not tailored advice. We will take reasonable steps to keep commercial information accurate. Links to third-party sites do not imply that we control those sites.

21 General provisions

We are independent service providers. This agreement does not create employment, a partnership or a joint venture. It permits us to act in your accounts only within the authority you expressly give us.

Neither party may transfer the agreement to another legal entity without the other’s written consent, which must not be unreasonably withheld. Engaging personnel or service providers does not relieve Agensio of its obligations. We may work for other clients while protecting your confidential information and any expressly agreed restrictions.

For 12 months after the engagement ends, you will not solicit an Agensio employee or contractor who worked on your account to leave Agensio and work for you. You may hire someone who applies to a public advertisement that was not aimed at that person.

Formal notices must be in writing and sent to the email or postal address stated in the Proposal or later notified for that purpose. An email notice takes effect when it is capable of being retrieved at that address, unless the sender receives a delivery-failure notice. Calendar-day periods are measured using the timezone specified in the Proposal.

If a provision is invalid or unenforceable, it is severed to the extent necessary and the rest continues where it can operate without it. Not immediately exercising a right does not waive that right. Payment obligations properly accrued, confidentiality, intellectual-property rights, privacy duties and provisions intended to operate after termination survive to that extent.

The agreement is governed by the laws of New South Wales, Australia. The parties submit to its non-exclusive court jurisdiction. This does not deprive a client of a mandatory right to bring a claim in another jurisdiction or an available tribunal.

22 Contact