Terms of Service

Effective 01 July 2026 | Social Target Pty Ltd trading as Pure Digital Agency (ABN 63 618 477 633)

These Terms of Service apply to all services provided by Social Target Pty Ltd trading as Pure Digital Agency (ABN 63 618 477 633), including retained services under a signed Services Specification and campaign or project services accepted by quote, proposal or Campaign Order. Acceptance of a quote, proposal or Campaign Order, commencement of use of the Services, or payment of a deposit constitutes acceptance of these Terms.

These terms and conditions (“Terms”), together with the Pure specifications,  constitute a legally binding agreement between you (the Client) and Social Target Pty Ltd (ABN 63 618 477 633) of Unit 1, 2 Centro Avenue, Subiaco WA 6008 (“Pure”), for the provision of digital marketing and advertising services and/or other services set out in your Pure Services Specifications (the “Services”) effective from the date the last party signs the Pure Services Specifications OR starts using the Services.

We may choose to update these Terms and Conditions in the future.  By using Pure’s Services,  the Client agrees to comply with the latest Terms and Conditions applicable at that time. When we change or update these Terms and Conditions, we will provide 30 days prior notice before those changes or updates commence.  Pure may choose to  not exercise or enforce any right or provision of the Terms and Conditions; in doing so, we are not waiving that right or provision. These terms do contain a limitation of Pure’s liability.

Definitions

The following definitions apply to this agreement (unless the context otherwise requires):

‘Agreement’ means these Terms, the Pure Service Specifications and any documents, schedules or annexures referenced or incorporated into this agreement as amended or added from time to time;

‘Background IPR’ means a party’s Intellectual Property Rights that existed prior to, or created independently of, this Agreement.

‘Pure Services Specifications’ means any document (however titled, including a Services Agreement, Services Specification, Campaign Order, Quote or Proposal) incorporating these Terms, that sets out the Services, Fees and Special Conditions and/or other details of the Client’s engagement with Pure, as agreed in writing by the Client and approved by Pure;

‘Cancellation Fee’ means the cancellation fee calculated in accordance with clause 20.2;

'Client Content' means all text, data, graphics files, videos and sound files, and other materials supplied to Pure by or for the Client, or contained in any website or system to which the Client gives Pure access, or as otherwise owned or created by the Client, in whatever form that information may exist and whether entered into, stored in, generated by or processed through software or equipment by or for the Client.

‘Commencement Date’ means the date the Services are to commence as specified in the Pure Services Specifications;

‘Completion Date’ means the date the Services will cease as specified in the Pure Services Specifications;

‘Confidential Information’ means and includes any information that by its nature is confidential, is designated by a party as confidential, or the recipient knows or ought to know is confidential but does not include information which:

(a) is or becomes public knowledge other than by breach of this Agreement;

(b) is required to be disclosed by law;

(c) was known by the recipient as at the date of this Agreement;

(d) has been independently developed or acquired by the recipient without reference to the disclosing party’s Confidential Information; or

(e) is Data collected, stored, used and retained by Pure in accordance with clause 2.4, where the burden of establishing any of the exceptions referred to in (a) to (e) will be upon the recipient;

‘Data’ has the meaning given in clause 2.3;

‘Debit Date’ means the date that the Client's account will be debited for the payment of the Fee as agreed;

'Effective Date' means the effective date of the current version of these Terms as published by Pure, 1 July 2026

‘Failed Payment Fee’ means the failed payment fee of $25 (or such other amount specified in the Pure Services Specifications);

‘Fee’ means the money payable to Pure for the Services and any incidental costs as set out in Pure Services Specifications.

‘Intellectual Property Rights’ or ‘IPR’ means all statutory and other proprietary rights in respect of copyright and neighbouring rights (including but not limited to rights in relation to software), all rights in relation to inventions (including registered and not yet registered patent rights), registered and unregistered trademarks, designs, the right to have Confidential Information (including trade secrets and know-how) kept confidential, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

‘Material’ means information, documents, equipment, software, goods, computer files, designs, transferable knowhow and data, stored by any means, whether or not in material form, and includes any Intellectual Property Rights in such Material;

‘Minimum Term’ means a term of 12 months, 24 months or such other term as agreed with the Client and specified in the Pure Services Specifications;

‘The Services’ means the services described in the accepted Pure Services Specifications, Campaign Order, Quote or Proposal;

‘Services Material’ means any Material that is created during the performance of the Services but does not include the Client Content;

‘Special Conditions’ means the special conditions set out in the Pure Services Specifications (if any);

1. Term and extension

1.1. This Agreement will commence on the Commencement Date and continue until the Completion date (the ‘Term’) unless terminated earlier in accordance with clause 20.

1.2. The parties agree that the Agreement will run for the Minimum Term in order to maximise the results and benefits of the Services. Should the Client wish to terminate the Services during the Minimum Term, it can do so in accordance with clause 20.1 noting however that Pure reserves the right to charge a Cancellation Fee (or part thereof) in its absolute discretion.

1.3. Pure will notify the Client in writing at least 60 days prior to the end of the current Term. The Agreement will automatically renew for a further 12-month period unless the Client provides written notice of termination at least 30 days before the Term concludes.

2. Provision of the Services

2.1. During the Term Pure will:

2.1.1. provide the Services to the Client with all due care and skill and in a professional manner consistent with generally accepted industry standards;

2.1.2. keep the Clients nominated contact(s) informed of the progress of the Services;

2.1.3. inform the Client of any issues, which Pure reasonably believes may impact on the provision of the Services; and

2.1.4. provide the Client with regular updates of the Services rendered.

2.2. Pure will produce the chosen services contained in the Service Specification, Quote or Proposal (referred to as "the Services"). Our services offered may include:

2.2.1. Advertising Programs; Lead Generation Programs; Graphic Design; Landing Page Development; CRM Integration; Website Development; Search Engine Optimisation; Content Writing; Google Adwords / PPC Services; Conversion Tracking; Domain Name Acquisition; Consultancy; Project Management Services; Digital Strategy Development; Conversion Rate Optimisation (CRO); Paid Social Advertising Services; AI Chatbot and Voice Agent Development; AI Workflow Automation; AI Data Analysis and Reporting; AI Systems Management.

2.3. Provision of the Services may require the collection of website performance data (sourced from third-party service providers) which will include, but is not limited to:

2.3.1. user number records, session number and session length details, conversion rates, goal completions, bounce rates, demographic and geolocation data, scroll depth, document downloads, error rates, page views, average time on page, exit percentage and raw data such as browser type, operating system type, network location and IP address; and

2.3.2. any other performance data that may be reasonably required in connection with the provision of the Services.

2.4. The Client agrees that Pure will, and permits Pure to:

2.4.1. collect, store and use Data pertaining to the Client during the provision of the Services for the purposes of providing the Services;

2.4.2. collect, store and use historical Data pertaining to the Client relating to any period up to 24 months prior to the provision of the Services for the purposes of analysing performance history and providing year-on-year performance comparisons in connection with the provision of the Services; and

2.4.3. retain any Data collected, stored and used pursuant to clauses 2.4.1 and 2.4.2 for as long as reasonably required for the purposes of this Agreement and Pure’s legitimate business records, after which Pure will take reasonable steps to destroy or de-identify it, provided that Pure will not disclose such Data to any third party or publicly without the prior authorisation of the Client.

2.5. Pure reserves the right to collect, use and share aggregated data relating to the Client’s performance during their engagement with Pure, including but not limited to, traffic and revenue growth by channel and date. Pure uses this data to monitor and forecast performance and to benchmark and improve its services. Aggregated data will only be used or shared in a form that does not identify the Client.

2.6. Pure may employ subcontractors to carry out any part of its obligations under the Agreement at its sole discretion and it may assign its rights and obligations under this Agreement to any other party. Pure acts as principal in this Agreement. The Client may not assign its rights and obligations under this Agreement without the written consent of Pure.

2.7. Pure agrees to obtain written permission from the Client prior to sharing of any Client owned data with third parties, other than disclosures to Pure’s service providers and platforms engaged in providing the Services, and disclosures made in accordance with the Pure Privacy Policy or as required by law.

3. Client Obligations

3.1. The Client warrants that:

3.1.1. it owns the rights or has the right to use the Client Content;

3.1.2. it owns the rights or has the rights to use any software, hardware, systems, IP addresses, domain names and other items in the Clients’ ICT systems and infrastructure (“Infrastructure”);

3.1.3. its Infrastructure is in good working order and that it has sole responsibility for the availability and integrity of the Infrastructure;

3.1.4. it will check the integrity of the Client Content on a regular basis; and

3.1.5. it will use its best endeavours to comply with its obligations under this Agreement.

3.2. For the avoidance of doubt, Pure does not take any responsibility for the Client Content and it is the Client’s sole responsibility to ensure the integrity of the Client Content.

3.3. During the term of this Agreement, the Client must:

3.3.1. provide all necessary information to Pure upon request;

3.3.2. provide access to systems and Infrastructure including relevant passwords and/or data required by Pure in order to perform the Services;

3.3.3. inform Pure if they are working with other agencies for digital advertising services to ensure campaigns are not competing with each other;

3.3.4. provide other such access, documents, information or data as Pure reasonably requires in order to perform the Services; and

3.3.5. comply with the terms and conditions of this agreement, including any Special Conditions set out in the accepted Services Specification, Campaign Order, Quote or Proposal.

3.4. The Client agrees to comply with these Terms at all times and not engage in any conduct that in the reasonable opinion of Pure obstructs the nature and goodwill of the Services.

3.5. The Client agrees to not duplicate, copy, reuse, sell, resell, or exploit any portion of the Services without express written permission from Pure.

3.6. Delays or failures by the Client to provide access, approvals, information or materials reasonably required by Pure do not suspend or reduce the Client’s payment obligations, and Pure is not responsible for any resulting delay in, or impact on, the Services.

3.7. The Client warrants that it holds all licences, registrations and authorisations required for its business and for the products, services and offers promoted under the Services, and will notify Pure in writing before any change to that position and before any campaign promotes a superannuation, credit or other regulated product or service.

3.8. Where advertising creative or messaging is submitted to the Client for approval before use, the Client’s written approval is its confirmation that the claims, figures, offers and product descriptions in the approved material are accurate, current, capable of substantiation and lawful.

4. Fee and Payment

4.1. The Fees for The Services are set out in the Pure Services Specifications, Campaign Order, Quote or Proposal accepted by the Client.

4.2. Unless otherwise indicated in the Pure Services Specifications, Campaign Order, Quote or Proposal, the Fee does not include goods and services tax (‘GST’). In addition to and at the same time as payment of the Fee, the Client must pay to Pure any GST relating to the Services.

4.3. The Client hereby gives its express authorisation for Pure to automatically debit the Clients nominated bank account (including credit card) on the Debit Date for the payment of the Fees.

4.4. Pure will provide the Client with a Statement of Account showing the amounts invoiced and debited and any other fee accrued under this Agreement.

4.5. Where the Client asks Pure to purchase third-party items for the Client (for example domain names, stock imagery or software licences) and Pure agrees in writing, those items are reimbursed to Pure at the amount Pure paid, on submission of receipts. For the avoidance of doubt, media and placements purchased by Pure under an Advertising Program are purchased by Pure as principal, are not disbursements, and are covered by the Advertising Program Fee.

4.6. If there is a change in the scope, timing or order of the Services, then Pure will be entitled to additional payment of any amount which is reasonable in the circumstances.

4.7. All work requested by the Client and undertaken by Pure in addition to the Services will incur additional charges. As at the date of this Agreement, the Additional Charges are $180/hour + GST (or $150/hour + GST while the Client maintains a current Ongoing Services Retainer Program), billed monthly in arrears for work completed. The minimum charge is half an hour; Except for agreed and quoted work. Where Pure, at the request of the Client, provides services in addition to those specified in The Services, and no Fee for those additional services has been agreed to by the parties in writing signed by them, Pure’s fee for those additional services shall be the number of hours (or part thereof) spent by each employee of the Pure in providing those services multiplied by Pure’s hourly rate.

4.8. The Client must notify Pure in writing of any dispute in relation to an invoice, setting out reasonable details of the matter disputed, within 21 days of the date of the invoice. Subject to any rights of the Client under applicable law that cannot be excluded, where no such notice is given within that period the Client is taken to have accepted the invoice and the Services to which it relates, and the invoiced amount is due and payable in full. The Client must pay any undisputed portion of an invoice by its due date, and the existence of a dispute does not suspend the Client’s obligation to pay undisputed amounts or any other invoice. All amounts due under this Agreement must be paid in full without set-off, counterclaim, deduction or withholding of any kind, except as required by law. Pure may set off any amount owing by Pure to the Client against any amount payable by the Client under this Agreement.

4.9. Pure may increase the Fees by written notice of not less than 30 days, with effect from the commencement of the next renewal term or, for services provided on a month-to-month basis, from the next monthly period after the notice period ends. If the Client does not wish to continue at the increased Fees, it may terminate the affected Services by written notice before the increase takes effect, without a Cancellation Fee applying to that termination.

5. Failed or overdue payments

5.1. Where Pure has attempted to debit the funds on the Debit Date and the payment has been rejected due to insufficient funds (or some other reason), Pure will contact the Client to arrange another date to debit the account. Where the second attempt to debit the account fails, Pure reserves the right to charge a Failed Payment Fee. The outstanding payment immediately becomes a debt due and payable by the Client to Pure.

5.2. Where 2 or more attempts have been made to debit the account but payment fails, or where any invoice remains unpaid after its due date, Pure may suspend all services until the relevant payment(s) have been made. Suspension does not relieve the Client of its payment obligations, including for the period of suspension.

5.3. The Client agrees to pay any and all costs associated with recovery of debt under this clause including (but not limited to) debt collection, outsourcing and legal costs on a full indemnity basis should Pure take recovery or legal action.

5.4. Pure may charge the Client interest both before and after any judgment on the amount unpaid at the rate of 10% per annum, until payment in full is made.

6. Paid Advertising Management

6.1. Pure will set up paid advertising campaigns and deliver paid traffic to the Client’s website and/or other marketing activities, such as leads or impressions. This can be from a variety of networks including Google, Facebook, Instagram, Tiktok, and LinkedIn. If paid traffic cannot be delivered to the website in question due to the editorial policies of these platforms regarding the acceptance of advertiser web properties, then the Client will be notified of the situation in writing. Pure is not to be held liable in this situation.

6.2. All paid advertising platform accounts initially set up by Pure are the property of Pure.

6.3. Where the Client's Services Specification, Campaign Order, Quote or Proposal includes an Advertising Program, Pure will plan, purchase and deliver advertising across the channel(s) and platform(s) selected in consultation with the Client, which may include digital, social, search, display, programmatic, print, radio, outdoor, sponsorship or other media, as an inclusive service for the monthly Advertising Program Fee set out in the accepted Services Specification, Campaign Order, Quote or Proposal. Pure purchases all media and placements as principal, in its own name, and at its own cost, and holds the advertising accounts used to deliver the program. The Advertising Program Fee is a fixed service price for the planning, purchase, delivery and optimisation of the program, set independently of the amounts Pure pays its suppliers. The Advertising Program Fee is invoiced monthly in advance and the Client agrees to pay each invoice before the relevant period of the program commences.

6.4 All information concerning Pure's commercial arrangements with its suppliers, including platforms and media owners, is Pure's Confidential Information and proprietary business information. Pure is not required to disclose any such information to the Client, and neither the provision of the Services nor the Client's obligation to pay the Fees is conditional on any such disclosure.

6.5. The Client must comply with guidelines for the respective paid advertising platforms.

6.6. Pure may pause a campaign at any time for operational reasons. You may also request a pause in a campaign, however, it will be in Pure’s sole discretion to determine if a campaign pause is appropriate. If you request to pause your campaign and the campaign is paused for more than 30 days, you will have to pay an additional campaign setup fee (per the accepted Services Specification, Campaign Order, Quote or Proposal) to restart the campaign.

6.7. Please note that Pure is not directly affiliated with any third party advertiser platform. All advertiser platforms related services, claims and guarantees are that of the advertiser platform and not Pure.

6.8. Subject to clause 18.1, there are no guarantees as to the quality of the leads or any other results will be achieved. Ad campaigns are managed in real time, and Pure uses its expertise in digital advertising and marketing to optimise the resources allocated to the Client’s program to the best of its ability but no guarantees are provided.

7. Upload of Content

7.1. Pure may upload optimised content and tags to the Client’s website where a web page is written in a language that our technicians are trained in. If a web page has been designed using languages that we are not skilled in, uploading of content will be the responsibility of the Client and/or their webmaster.

7.2. During the provision of the Services, the Client may provide Pure with access to make changes to their website. However, the Client agrees that Pure is not liable for any errors which may occur in these updates. Although full care is taken when making such website changes, the Client is expected to back up its data regularly.

7.3. The Client recognises that it is not practical for Pure to notify the Client of each and every content post that it makes for the Client on any/all social media channels and the Client agrees that this is unnecessary.

7.4. The Client may request that Pure makes changes to any content or postings at any time in writing, and Pure may levy reasonable additional charges for such work.

8. Third-party products and technical support

8.1. The Services do not include technical support for products and services the Client obtains from third parties, including email services, domain registrars, hosting providers, devices, operating systems, phone and desktop software, and internet connectivity. Support for those products is the responsibility of the relevant provider, and the Client should raise issues with them directly.

8.2. Where Pure agrees in writing to assist with a matter falling within clause 8.1, that assistance is Additional Work under clause 4.7, quoted or estimated before it commences. Assistance given informally on request does not extend the Services or create an ongoing support obligation.

9. Websites

9.1. Where Pure has developed a website for the Client, Pure will administer and maintain that website as set out in the accepted Services Specification, Campaign Order, Quote or Proposal. Pure administers websites on the platform on which it built them.

9.2. Websites not developed by Pure are outside the Services. Pure may make campaign-related changes to such a website where the Client provides access and requests it, on the basis set out in clause 7, but does not administer, maintain, host, support or accept responsibility for that website or its infrastructure.

9.3. Some of the Services may contain links to other websites (“linked websites”) which are not owned or operated by Pure. Those links are provided for convenience only and may not remain current or be maintained. Pure is not responsible for the content or the terms and conditions and privacy practices associated with linked websites.

9.4. Pure’s links with linked websites should not be construed as an endorsement, approval or recommendation by Pure of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless written and authorised endorsements have been made by Pure in relation to those specific links, products and/or services.

10. Service Inclusions

10.1. During the Term Pure will:

10.1.1. supply telephone or other electronic support to the Client between the hours of 9am – 5pm Monday to Friday, Perth WST (“Business Hours”) in order to support Clients’ enjoyment of the Services;

10.1.2. provide the services set out in the Pure Services Specifications; and

10.1.3. provide any additional services which have been agreed to in writing between Pure and the Client, the provision of any additional services are subject to the terms of the Agreement and may incur additional fees.

11. Service Exclusions

11.1. Unless otherwise agreed in writing, Pure has no liability for, and is not required to provide Services under this Agreement if it relates to:

11.1.1. rectification of lost or corrupted data arising for any reason other than Pure’s own negligence;

11.1.2. support rendered more difficult because of any changes, alterations, additions, modifications or variations to the Services or the use of the system or operating environment;

11.1.3. attendance to faults caused by using the Services outside design or other specifications or outside the provisions laid down in any documentation or manual supplied with the Services, or caused by operator error or omission;

11.1.4. restoration of data files following failure to backup in accordance with Pure’s recommended procedures;

11.1.5. diagnosis and/or rectification of problems not associated with the Services;

11.1.6. damage due to external causes outside Pure’s control including accident, disaster, electrical fault, power surges, lightning, internet connection fault, vandalism or burglary;

11.1.7. the Client not following Pure or a third party (such as Google or Facebook) written instructions for the Services;

11.1.8. the Client’s or its third party’s abnormal use of the Services and/or any repair or damage caused by such misuse;

11.1.9. any other Exclusions listed in the Pure Services Specifications.

11.2. Pure may choose to provide the above services at an additional cost to the Client (which will be invoiced separately).

12. Confidentiality

12.1. Each party must at all times:

12.1.1. maintain the secrecy and confidentiality of any Confidential Information of the other party;

12.1.2. not divulge or disclose to any other person, firm, corporation or entity any Confidential Information of the other party;

12.1.3. refrain from copying, transmitting, retaining or removing any Confidential Information of the other party, or attempting to do the same; and

12.1.4. use its best endeavours to prevent the disclosure of any Confidential Information of the other party by or to third parties.

12.2. For the avoidance of doubt all methodologies, documentation and procedures used by Pure for the provision of the Services are classified as Pure’s Confidential Information and may only be disclosed to staff of the Client on a need-to-know basis. Disclosure to third parties of this Confidential Information is strictly prohibited unless Pure provides its express written consent (which may be withheld in its absolute discretion).

13. Privacy

13.1. The Client agrees to comply with the Privacy Act 1988 (Cth) in its dealings with Pure. In particular, the Client warrants that it has made all necessary disclosures and obtained all consents required under the Act in respect of personal information given to or accessed by Pure in connection with this Agreement. The Client indemnifies and keeps indemnified Pure from and against all costs, losses, damages, claims and expenses arising from the Client’s breach of this warranty.

13.2. By entering into this Agreement, the Client confirms that it has read the Pure Privacy Policy which can be found at https://pureagency.com.au/legal/privacy-policy

13.3. The Client agrees that Pure may process their data as described in the Pure Privacy Policy and this Agreement (including clauses 2.3 to 2.5). Pure may access your data for reasons including:

13.3.1. To assist with a support request you make;

13.3.2. To safeguard Pure by viewing the logs and metadata to ensure the security of your data and the Services; or

13.3.3. To the extent required by applicable law.

14. Partner Referral Agreements

14.1. Where the Client has been introduced to Pure via a third party referrer, the Client acknowledges and agrees that some information may be shared with these partners including email, name and products purchased for reporting purposes.

15. Ownership of Data and Services Material

15.1. No Background IPR is transferred by virtue of this Agreement. Each party hereby grants to the other a royalty-free, non-exclusive, non-transferable license to use its Background IPR for the purposes of this Agreement. For the avoidance of doubt, the Client owns all IPR in the Client Content and grants Pure a royalty-free right to use the Client Content for the provision of the Services and any other additional services that may arise during the Term of this Agreement.

15.2. All IPR in the Services Material is owned by Pure upon creation. Subject to the payment of the Fee, Pure hereby grants the Client a royalty-free, non-exclusive, non-transferable license to use, modify and adapt the Services Material for the purposes of this Agreement and for its internal business purposes.

15.3. The Client agrees to not copy, reproduce, export or deal in the Services and/or Services Materials or any part of them in any way except as expressly permitted by this Agreement.

15.4. The Client agrees not to decompile, reverse engineer, disassemble or otherwise reduce any part of the Services and/or Services Material to human-readable form nor permit any third party to do so.

15.5. The Client indemnifies, saves and holds Pure harmless from any loss, liability, claim, damage or expense Pure suffers or incurs as a result of the Client’s failure to comply with its obligations under this clause.

16. Use of Pure Trademarks

16.1. Use of Pure Trademarks are strictly prohibited unless written consent is obtained from Pure.

16.2. Where consent is provided under clause 16.1, the Client must include a statement attributing ownership of the Trademark(s) to Pure.

16.3. The Client must not use the Trademarks:

16.3.1. in or as the whole or part of its own trade marks;

16.3.2. in connection with activities, products or services which are not provided by Pure;

16.3.3. in a manner which may be confusing, misleading or deceptive;

16.3.4. in a manner that disparages Pure or its information, products or services.

16.4. Failure to comply with the obligations contained in this clause may result in infringement action being taken against the Client without further notice.

17. Security

17.1. Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the Internet generally which are outside Pure’s control and could result in a breach of security. The Client releases Pure from any claim arising out of loss or corruption of data caused by factors outside Pure’s reasonable control, including third-party breach, platform failure or malicious attack. Nothing in this clause excludes liability for loss caused by Pure’s own negligence, which is instead subject to clause 18.3.

18. Warranties and Indemnities

18.1. The terms of this Agreement represent the whole agreement between the parties and, to the fullest extent permitted by law, all other warranties, conditions, terms, undertakings or representations of any kind, whether express or implied, statutory or otherwise, are excluded from the Agreement. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the Client by the Australian Consumer Law or any other applicable law that cannot lawfully be excluded, restricted or modified. To the fullest extent permitted by law, Pure’s liability for a breach of any such non-excludable guarantee in respect of the Services is limited, at Pure’s option, to supplying the Services again or paying the cost of having the Services supplied again.

18.2. The Client assumes sole responsibility for the use of the Services in its business operations and hereby indemnifies (and keeps indemnified) Pure, its officers, employees, agents, and contractors from and against all liability, losses, actions, claims (including third party claims), demands, proceedings, awards, settlements, compensation, damages, costs and expenses, directly or indirectly arising from, or relating to:

18.2.1. the Client’s use of, or reliance on, any part of the Services and/or Services Material; or

18.2.2. any other person’s use of, or reliance on, any part of the Services and/or Services Material which were provided to that person directly or indirectly by the Client.

18.2.3. a breach or failure to perform by the Client of its obligations under this Agreement; or

18.2.4. any wilful, unlawful or negligent act or omission of the Client.

18.3. For the avoidance of doubt and to the fullest extent permitted by law, Pure is not liable for:

18.3.1. any special, indirect or consequential loss including (but not limited to) loss of opportunity and/or loss of profits, savings, clients, contracts, revenue, interest or goodwill, suffered or incurred by the Client as a result of its use of the Services and/or Services Material under this Agreement; or

18.3.2. any loss or damage suffered by the Client or any third party due to the Client’s negligent or improper use or of the Services and/or Services Material.

19. Disputes

19.1. The parties must work in good faith to resolve any dispute between them arising from this Agreement.

19.2. Any dispute will initially be referred to the nominated representatives of each party for resolution. If such dispute is not resolved within 7 days, the dispute will be referred to a meeting of the Director/ CEO or authorised delegate or equivalent of each party.

19.3. If the dispute remains unresolved after a period of 60 days after the second meeting, the parties will agree upon an appropriate mediator. Failing agreement, the President of the Law Society of Western Australia will appoint a mediator. Agreement as to the allocation of costs will be determined through mediation.

19.4. A party may not commence court proceedings until 30 days after referral to a mediator except that nothing in this clause will prevent any party from seeking urgent interlocutory relief through courts of appropriate jurisdiction.

20. Termination

20.1. Each party may terminate this agreement by giving 30 days’ written notice to the other party. If the Agreement is terminated by the Client within the Minimum Term, the Client will be liable to pay the Cancellation Fee.

20.2. Cancellation Fee is the total sum of the Fee payable until the end of the Minimum Term. This is the Payments left in the Minimum Term, up to a maximum of 12 payments, where the cancellation notice has been given.

20.3. Without limiting any other rights or remedies Pure may have against the Client arising out of or in connection with this Agreement, Pure may terminate the Agreement with immediate effect if the Client:

20.3.1. Commits a serious breach of this Agreement including (but not limited to) posting offensive material or material promoting or suggestive of illegal or criminal activity;

20.3.2. has failed to pay an invoice by its due date and has not notified Pure of a dispute in relation to that invoice under clause 4.8, or has had insufficient funds in its nominated bank account on the Debit Date for 2 consecutive months or more; or

20.3.3. the Client breaches a provision of this Agreement and fails to remedy the breach within 30 days of receiving notice to do so; or

20.3.4. the Client becomes insolvent or enters into liquidation or receivership or makes a composition or arrangement with its creditors generally or takes advantage of any statutory relief for insolvent debtors.

20.4. A termination of this Agreement will not affect the Client’s liability to pay Fees for Services already performed.

20.5. Clauses 5, 12, 13, 15, 18, 19, 22, 26, 27 and 28, and any obligation to pay accrued Fees and charges, survive termination or expiration of this Agreement.

21. AI Services and Use of AI

21.1. Pure may use artificial intelligence tools and systems in the performance of any of the Services. Where the Services include AI-specific deliverables (including chatbots, voice agents, AI workflow automation, AI data analysis or similar systems, together “AI Services”), the following provisions apply in addition to the balance of these Terms.

21.2. AI systems are probabilistic. Pure does not warrant that the outputs of any AI system (including responses generated by chatbots or voice agents in conversation with the Client’s customers) will be accurate, complete, current or free of errors, and the Client acknowledges that the conversational outputs of deployed AI systems cannot be fully predetermined. Pure will apply reasonable guardrails, prompts and configurations to deployed systems, and will correct identified issues, but the Client is responsible for reviewing AI-generated material before relying on it or publishing it, and for the decisions it makes based on AI outputs.

21.3. AI Services depend on third-party AI platforms and models, which are subject to their own terms, availability, pricing and model behaviour, each of which may change. Pure is not liable for changes to, degradation of, or discontinuation of third-party AI platforms, and may substitute an equivalent platform where reasonably required. Usage-based costs of AI Services (including model usage, hosting and licence fees) are charged as set out in the applicable Services Specification, Campaign Order, Quote or Proposal, and may vary with usage.

21.4. Pure will not use the Client’s Confidential Information to train AI models made available to other clients, and will not knowingly enable a third-party AI provider to train on the Client’s data without the Client’s permission. The Client is responsible for ensuring it has the lawful right (including under the Privacy Act 1988 (Cth)) to provide any data it supplies for processing through AI systems, and clause 13 applies to all such data.

21.5. The Client acknowledges that material generated wholly or substantially by AI systems may not attract copyright protection under Australian law, and that similar outputs may be independently generated for other parties. Clause 15 applies to AI-assisted Services Material to the extent rights exist; Pure gives no warranty as to the subsistence of intellectual property rights in wholly AI-generated material.

21.6. On termination of AI Services, hosted AI systems will be decommissioned or, where the Client requests and it is technically practicable, transitioned to the Client at Pure’s then-current rates. Ongoing operation of any AI system requires a current subscription to the applicable Service.

22. Non-Solicitation of Personnel

22.1. During the term of the Agreement and for 12 months after it ends, neither party may, without the other party’s prior written consent, directly or indirectly solicit, canvass or entice away from the other party any employee or contractor of the other party with whom it had dealings in connection with the Services.

23. Independent Contractor

23.1. Pure is an independent contractor and not an employee or agent of the Client.

23.2. The manner of performance of the Services will be at all times within the judgment and discretion of Pure.

23.3. Neither Pure nor any employee, contractor, representative, agent of Pure will by virtue of this Agreement be deemed to be an employee of the Client.

23.4. The parties to this Agreement will not be or be deemed to be in any partnership, collaboration or joint venture and neither party will hold itself out as being in any way a partner or joint venturer of the other party and neither party will pledge the credit or warrant the authority of the other party.

24. Case Studies and Portfolio

24.1. The Client agrees that Pure may identify the Client as a client of Pure (including by name and logo) and may prepare and publish discreet case studies describing, in general terms, the work performed and results achieved for the Client, for Pure’s marketing, portfolio and credentials purposes. Case studies will not disclose the Client’s Confidential Information or commercially sensitive data. The Client may withhold or withdraw this consent at any time by written notice to Pure, and Pure will cease new use of the relevant material on receipt of that notice.

25. Exclusivity of Services

25.1. During the Term, the Client must not engage any other agency or provider to perform services that are the same as, or substantially similar to, the Services set out in the Pure Services Specifications, without Pure’s prior written consent. This clause does not restrict the Client’s own internal marketing activities, or services outside the scope of the Services.

26. Protection of Pure’s Methods

26.1. The Client acknowledges that Pure’s methodologies, campaign structures, targeting and audience strategies, automations, prompts, workflows and related know-how are Pure’s Confidential Information for the purposes of clause 12, and that Services Material remains subject to clause 15. The Client must not, during or after the Term, use or replicate them, or permit or brief any third party to use or replicate them, to establish or operate equivalent campaigns or systems, except to the extent of the licence granted under clause 15.2 or with Pure’s prior written consent. This clause survives termination or expiry of the Agreement.

27. Jurisdiction

27.1. This Agreement is governed by the laws of the State of Western Australia, Australia, and the parties submit to the exclusive jurisdiction of the courts of Western Australia and the courts of appeal from them.

28. General

28.1. This Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Agreement and, from the Effective Date of these Terms, replaces and supersedes all previous terms, communications, representations and other arrangements between the parties, written or oral, in respect of Services provided from that date.

28.2. Services performed and invoices issued before the Effective Date of these Terms were performed and issued under the arrangements in place between the parties at the relevant time. Invoices that have been paid, or that were not disputed within a reasonable period of issue, are acknowledged as accepted. This clause does not affect any acknowledgement, release or settlement recorded in a signed agreement between the parties.

28.3. Neither party is liable for any delay in performing or failure to perform its obligations (other than an obligation to pay money) caused by events beyond its reasonable control, including platform outages, changes to third-party platforms, industrial action, natural disaster, epidemic, or failure of telecommunications or utilities. Pure’s obligations are suspended for the duration of any such event.

28.4. If any provision of this Agreement is void, unenforceable or illegal, it is severed, or read down to the minimum extent necessary, and the remaining provisions continue in full force. Clauses 22, 25 and 26 are intended to operate to the maximum extent permitted by law and, if any of them would otherwise be unenforceable as written, that clause applies with the minimum modifications necessary to make it enforceable.

28.5. Notices under this Agreement must be in writing and may be given by email to the email addresses recorded in the Pure Services Specifications (or as otherwise notified in writing). A notice sent by email is taken to be received on the next business day after it is sent, unless the sender receives an automated message that it was not delivered.