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These Terms & Conditions (‘Agreement’) govern the provision of services by GNA Solutions PTY LTD (‘we’, ‘us’, ‘our’) to the client (‘you’, ‘client’). By engaging our services or making payment, you agree to be bound by this Agreement in its entirety. Please read carefully.

1. Service Agreement

1.1 Nature of Service

GNA Solutions PTY LTD provides online marketing services — including but not limited to SEO (search engine optimisation), Google Ads and paid media management, social media marketing and management, content creation and copywriting, email marketing, branding and graphic design, digital strategy and consulting, online reputation management, conversion rate optimisation, and other related digital marketing services — on a flexible month-to-month basis with no lock-in contract, unless otherwise agreed in writing. There is no fixed-term commitment. Services continue monthly subject to the client’s approval and timely payment of the invoice issued in advance.

1.2 Termination by Either Party

Either party may terminate services at any time by providing written notice. Services will cease at the end of the applicable notice period or billing cycle, unless otherwise agreed in writing. Fees for services not yet rendered beyond the termination date will be refunded on a pro-rata basis where applicable, provided the client has met all payment obligations and a final reconciliation of accounts has been completed. All outstanding invoices must be settled prior to termination taking effect. Termination does not affect any payment obligations accrued prior to the termination date.

1.3 Immediate Suspension or Termination by GNA Solutions PTY LTD

GNA Solutions PTY LTD may immediately suspend or terminate services, without refund for services already delivered, if the client:

• Engages in unlawful, misleading, defamatory, abusive, unethical, or otherwise improper conduct;
• Provides false, misleading, incomplete, or non-compliant information regarding business operations, licensing, advertising content, or regulatory compliance;
• Operates or promotes activities that are unlawful or prohibited under applicable laws or platform policies (as determined by GNA Solutions PTY LTD acting reasonably);
• Engages in conduct that materially interferes with service delivery, including repeated unreasonable complaints regarding the same issue, persistent attempts to shift responsibility away from the client, verbal abuse, harassment, refusal to cooperate in good faith, or any behaviour that disrupts professional execution;
• Requests activities that may breach Australian law, advertising platform policies, or industry regulations; or
• Fails to make payment after reasonable notice.

GNA Solutions PTY LTD shall not be liable for any direct, indirect, incidental, or consequential loss arising from suspension or termination under this clause.

2. Performance & Results Disclaimer

To the extent permitted by applicable law, including the Australian Consumer Law, GNA Solutions PTY LTD does not guarantee specific rankings, traffic levels, conversions, leads, or revenue outcomes in connection with any online marketing services — including but not limited to SEO (search engine optimisation), Google Ads and paid media management, social media marketing and management, content creation and copywriting, email marketing, branding and graphic design, digital strategy and consulting, online reputation management, conversion rate optimisation, and other related digital marketing services — provided. Outcomes depend on external factors including, but not limited to, market competition, platform algorithms, advertising costs, consumer behaviour, and third-party systems. All performance metrics and projections communicated by GNA Solutions PTY LTD are indicative only and do not constitute a guarantee or warranty of results.

Nothing in this Agreement excludes, restricts, or modifies any right or remedy the client may have under the Australian Consumer Law (Schedule 2, Competition and Consumer Act 2010 (Cth)) or any other applicable legislation that cannot be excluded by agreement, including any consumer guarantee that cannot be waived.

3. Client Responsibilities & Cooperation

Effective delivery of online marketing services — including but not limited to SEO (search engine optimisation), Google Ads and paid media management, social media marketing and management, content creation and copywriting, email marketing, branding and graphic design, digital strategy and consulting, online reputation management, conversion rate optimisation, and other related digital marketing services — depends on accurate information, timely communication, and ongoing cooperation. The client agrees to:

• Provide accurate, complete, and up-to-date information relevant to the services at all times;
• Inform GNA Solutions PTY LTD of concerns regarding campaign direction or performance promptly upon becoming aware of them;
• Review monthly reports and notify GNA Solutions PTY LTD of any required adjustments, business changes, or performance concerns within a reasonable time. Failure to review reports and raise concerns in a timely manner shall constitute acknowledgment that services were performed based on available information, and may limit the client’s ability to dispute performance outcomes.

4. Disclosure of Account History & Compliance Status

Prior to commencement and throughout the engagement for any online marketing services — including but not limited to SEO (search engine optimisation), Google Ads and paid media management, social media marketing and management, content creation and copywriting, email marketing, branding and graphic design, digital strategy and consulting, online reputation management, conversion rate optimisation, and other related digital marketing services — the client must disclose any prior or existing issues relating to advertising accounts, websites, or digital platforms, including but not limited to:

• Account suspensions, restrictions, or policy violations;
• Enforcement actions or warning notices from platforms or regulators;
• Compliance restrictions of any kind;
• Prior non-compliant advertising practices; and
• Blacklisting or platform/domain reputation issues.

Failure to disclose such information may materially impact campaign setup and performance. GNA Solutions PTY LTD shall not be liable for any consequences — including but not limited to underperformance, suspension, or additional costs — arising from the client’s failure to disclose relevant account history.

5. Force Majeure

GNA Solutions PTY LTD shall not be liable for any failure or delay in the delivery of online marketing services — including but not limited to SEO (search engine optimisation), Google Ads and paid media management, social media marketing and management, content creation and copywriting, email marketing, branding and graphic design, digital strategy and consulting, online reputation management, conversion rate optimisation, and other related digital marketing services — caused by events beyond its reasonable control, including but not limited to:

• Platform outages, algorithm changes, or policy updates by third-party providers;
• Suspension of advertising accounts or hosting services by third-party platforms;
• Changes in law or regulation;
• Cyberattacks, system failures, or data breaches affecting third-party infrastructure;
• Natural disasters, pandemic, war, government restrictions, industrial disputes, or similar events.

In such circumstances, services may be temporarily suspended without liability. GNA Solutions PTY LTD will use reasonable endeavours to notify the client and resume services as soon as practicable.

6. Indemnity

To the maximum extent permitted by law, the client agrees to indemnify, defend, and hold harmless GNA Solutions PTY LTD and its directors, employees, contractors, and agents from and against any claims, damages, liabilities, costs, or expenses (including reasonable legal fees and defence costs) arising from or in connection with the provision of online marketing services — including but not limited to SEO (search engine optimisation), Google Ads and paid media management, social media marketing and management, content creation and copywriting, email marketing, branding and graphic design, digital strategy and consulting, online reputation management, conversion rate optimisation, and other related digital marketing services — including where such claims arise from:

• Inaccurate, incomplete, or non-compliant information provided by the client;
• Client-approved advertising content, website content, representations, or claims;
• The client’s violation of any applicable law, regulation, or platform policy; or
• Third-party claims relating to the client’s business operations, products, or services.

This indemnity applies to claims brought by regulators, advertising platforms, competitors, consumers, or any other third parties.

7. Limitation of Liability

To the maximum extent permitted by law, including the Australian Consumer Law, the total aggregate liability of GNA Solutions PTY LTD to the client under or in connection with this Agreement (whether in contract, tort, statute, or otherwise) shall not exceed the total fees paid by the client to GNA Solutions PTY LTD in the six (6) months immediately preceding the event giving rise to the claim.
Any claim against GNA Solutions PTY LTD must be notified in writing within thirty (30) days of the client becoming aware (or reasonably ought to have become aware) of the circumstances giving rise to the claim. Claims not notified within this period are waived.
GNA Solutions PTY LTD shall not be liable for any indirect, consequential, special, punitive, or reputational damages, including loss of profit, loss of revenue, loss of anticipated savings, or damage to goodwill, even if GNA Solutions PTY LTD has been advised of the possibility of such damages.
Nothing in this clause limits liability that cannot be excluded under the Australian Consumer Law or any other mandatory applicable legislation.

8. Dispute Resolution & Good Faith Requirement

The parties are committed to resolving disputes constructively. Any dispute arising under or in connection with this Agreement must first be raised in writing and the parties must engage in genuine good faith negotiations for a period of at least fourteen (14) days before either party may initiate formal legal proceedings.

The client agrees not to initiate legal action, file regulatory complaints, or initiate payment chargebacks without first providing written notice of the dispute and affording GNA Solutions PTY LTD a reasonable opportunity (no less than fourteen (14) days) to investigate and respond.

GNA Solutions PTY LTD reserves the right to recover reasonable legal costs, including solicitor-client costs, arising from claims that are determined by a court or tribunal to be frivolous, vexatious, or made in bad faith.

This clause does not prevent either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction where necessary to protect their interests.

9. Governing Law & Jurisdiction

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia in respect of any dispute arising under or in connection with this Agreement.

10. General Provisions

Entire Agreement: This Agreement (together with any written service proposal or schedule) constitutes the entire agreement between the parties and supersedes all prior representations, negotiations, understandings, and agreements relating to its subject matter.

Amendments: GNA Solutions PTY LTD may update these Terms & Conditions from time to time. Updated terms will be published on our website and will apply to services from the date of publication. Continued engagement with our services after publication constitutes acceptance.

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: Failure by GNA Solutions PTY LTD to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.