Terms & Conditions

1. How this agreement works

When you accept a proposal or continue to work with us after receiving these Ts&Cs, you’re agreeing to the whole NSA. This includes:

The Service Proposal(s) you’ve accepted.
These Terms & Conditions.

If there’s ever a conflict between the proposal and these Ts&Cs, the proposal takes priority – but only for the specific job it’s tied to.

We may update these terms from time to time. If we do, we’ll give you written notice and apply the updated terms to any new work agreed afterwards.

2. What we deliver

Our services may include:

Search Engine Optimisation (SEO), including Generative Engine and Answer Engine Optimisation (GEO/AEO) and Google Business Profile (GBP) optimisation.
Digital advertising such as Google Ads, Meta Ads, LinkedIn Ads, and other platforms (“Paid Ads” or “Performance”);
Configuration of tracking, data collection, and reporting.
Ongoing digital strategy, project management, and WIPs.
Other digital services as agreed – such as copywriting, landing page design and conversion rate optimisation (CRO), email marketing, and creative asset design.

The specific services we’ll provide for you – including scope, deliverables, and fees – are set out in your Service Proposal. Only the services listed in your proposal are included; anything else is out of scope unless we agree to it in writing.

We’ll begin delivering services within 10 business days of receiving everything we need from you (access, assets, info, approvals, etc.), unless we’ve communicated otherwise.

3. SEO expectations and limitations

SEO takes time and is influenced by many external factors (e.g. algorithm changes). We do not, and cannot, guarantee specific results. We’re also not responsible for:

Delays caused by a lack of website access or approvals.
Website penalties, blacklisting, or technical limitations.
Negative impacts resulting from changes we suggest or implement.

4. Advertising

We may set up campaigns on a range of agreed platforms (e.g. Google Ads, Meta Ads) for the purpose of advertising. You agree that;

We are not responsible for any account suspensions, ad disapprovals or platform policy changes.
Campaign performance and costs, such as CPC, cannot be guaranteed and any forecasts provided are estimates only based on available data.
We will implement and manage budgets as agreed with you in writing; you authorise us to make tactical adjustments within the approved total.
Actual media spend may vary above or below target budgets due to platform delivery tolerances and auction dynamics. Reasonable variance from target spend does not constitute a breach of this agreement or a service failure by us.
Payment of media spend is to be made by you, direct to the applicable platform, via an approved method of payment (typically a credit card) unless otherwise agreed. Receipts and invoices can be accessed via the platform.
Linking and maintaining a valid payment method is your responsibility, and any delays or campaign pauses caused by payment failure do not constitute a service failure by nimbl, and fees remain payable during these periods.
If nimbl agrees to pay media spend on your behalf, campaign overspend is to either be offset by the next month’s budget, or reimbursed by you within 14 days of invoice. Upon termination, the balance of accrued media spend is payable within 14 days.
Amounts payable in respect of media spend are excluded from any right to withhold, deduct, or set off payments under this agreement and must be paid in full.

5. Content production

Where content creation is included in your service:

We’ll produce website copy, blog articles, or written assets aligned with our strategy goals.
You’ll have the opportunity to review and request reasonable revisions before publishing.
Unless agreed otherwise, nimbl retains ownership of all written content until full payment is received.
We rely on your input, subject knowledge, and sign-off for accuracy. You’re responsible for ensuring content is factually and legally accurate once approved.

6. Reporting and data collection

As part of our services, we provide performance reporting and may implement tracking (e.g. via Google Analytics, Meta Pixel, or other third-party platforms). You agree that:

We may install and configure tracking tags, events, or pixels on your website or platforms.
We will use the collected data solely to optimise campaign performance and report on results.
It’s your responsibility to ensure your site complies with privacy laws (e.g. cookie policies, GDPR, CCPA, etc.).
We may rely on third-party platforms for metrics and reporting, and we are not responsible for data discrepancies, outages, or API issues.
Reports may be provided monthly or at other intervals as agreed.

7. Your responsibilities

To keep things running smoothly, you agree to:

Provide access to platforms, websites, and systems as requested (Google Analytics, CMS, Google Business Profile, Google Search Console, Meta Business Manager, etc.).
Supply content, approvals, and assets in a timely manner. Items are deemed approved if no feedback is provided within 5 business days.
Management retainers will remain payable while work is blocked due to delays, and unused retainer time does not roll over or accrue.
Pay invoices on time.
Avoid making conflicting changes or running competing campaigns unless agreed.

8. Payment terms

All quoted fees are subject to GST, unless stated otherwise.
Setup fees (if applicable) are payable upfront to commence.
Monthly service fees are billed in advance of each month.
All services will be broken down into individual line items on your invoice for clear and transparent billing.
All invoices are due within 14 days unless otherwise agreed.
Overdue payments may:
- Incur interest (10.5% p.a. or 4% above statutory rate)
- Result in a $12 admin fee per failed transaction
- Lead to suspension of services or handover to collections.
If your account falls significantly overdue, we may require payment of outstanding amounts plus prepayment of upcoming fees before continuing work.
You cannot withhold payment due to dissatisfaction unless we’ve breached this agreement and failed to resolve it.
The service retainers are fixed costs based on our scope and will not change without your express approval.

9. Retainer and scope review

We’ll review the service retainer during each periodic strategy review to ensure the scope, priorities, and workload remain aligned. If your needs change (including ad hoc requests outside the agreed scope), we’ll discuss and agree on any updates to scope or fees in writing before proceeding. Any changes only apply once agreed by both parties.

To keep our pricing sustainable, we reserve the right to adjust our fees once in any 12-month period by giving you at least 30 days’ written notice. Any adjustment will be no more than the greater of CPI (Melbourne, All Groups, as published by the ABS) or 5%, unless we agree otherwise. Fee adjustments won’t apply during a minimum term agreement unless the Service Proposal says so.

If you don’t wish to continue at the adjusted fees, you can cancel the affected services by written notice before the new fees take effect – and if you do, the early-cancellation fee in the Termination clause won’t apply to that cancellation.

10. Intellectual property

We own all content, copy, and creative we produce until full payment is received.
Once paid, you get a non-exclusive licence to use the work for its intended purpose.
You must not resell, modify, or reuse the work for other campaigns without written consent.
Any tools, scripts, or integrations we use remain our property.

11. Ownership

We warrant that;

You will retain ownership of all single-property accounts such as;
- GA4 (or Google Analytics)
- Advertising accounts such as Google, Meta and LinkedIn Ads, and any tracking pixels installed for these campaign purposes
- Tracking tools such as Google Tag Manager and Google Search Console
- The data collected within these tools, subject to each platform’s own policies and data retention limits.
You will retain ownership of all creative assets and content created as a result of our services, once full payment is received.
Assets linked to platforms which are serviced via a subscription that is paid for by nimbl will remain our property, unless a suitable subscription is secured by the Client. Transfer of any assets is dependent on the capabilities of the platform, and time required to initiate this may require reimbursement.

12. Termination

Unless a Service Proposal specifies a minimum term, services are provided on a month-to-month basis. Either party may cancel the services at any time with 30 days written notice.

If a Service Proposal includes a minimum term, you may not cancel that service before the end of its minimum term unless we agree in writing. If you cancel early (or we terminate for breach), you’ll need to pay the greater of:

One month’s fee, or;
The remaining balance of the minimum term (less anything already paid).

Upon cancellation:

Platform access is removed, and;
You may request a copy or transfer of assets, subject to payment and any applicable subscriptions.

13. Suspension of services

We may suspend some or all services by giving you written notice if:

Any invoice remains unpaid 7 days after we’ve notified you it’s overdue;
Media spend we’ve paid on your behalf hasn’t been reimbursed when due;
You’re in material breach of this agreement and haven’t fixed it within 7 days of us letting you know; or
We’re required to by law, or by a platform’s policies or directions.

While services are suspended:

Your service fees continue to accrue, and any minimum term keeps running.
We may pause campaigns, stop work in progress, and restrict access to reporting, dashboards, or other deliverables.
We’re not responsible for any impact on campaign performance, rankings, data collection, or platform standing that results from the suspension.

To resume services, you’ll need to pay any outstanding amounts (including any accrued fees) and remedy the issue that caused the suspension. We’ll restart work as soon as reasonably practicable afterwards – depending on how long the suspension lasted, we may need a reasonable remobilisation period, and we’ll let you know upfront if that’s the case.

If a suspension continues for more than 30 days, we may terminate the affected services under the Termination clause. Suspension doesn’t limit any of our other rights, including the right to charge interest on overdue amounts.

14. Warranties and limitation of liability

We warrant that:

We’ll deliver services with due care and skill.
We have the right to use all tools, software, and materials we use to deliver our services.

You warrant that:

You own or have rights to all content you provide.
You won’t upload anything illegal, misleading, defamatory, or unsafe.
You will not solicit employees of nimbl during, and for 12 months after, the end of the engagement.

Our services come with guarantees that can’t be excluded under the Australian Consumer Law. Nothing in this agreement excludes, restricts, or modifies any right or remedy you have under the ACL or any other law that can’t be excluded by agreement.

Where the ACL permits us to limit our liability for a failure to comply with a consumer guarantee, our liability is limited (at our option) to:

Supplying the services again; or
Paying the cost of having the services supplied again.

To the extent permitted by law:

We’re not liable for indirect or consequential loss, including lost profits, lost sales, lost data, loss of goodwill, or business interruption, however it arises.
Our total aggregate liability arising out of or in connection with this agreement is capped at the total fees you’ve paid us in the 12 months before the event giving rise to the claim (excluding media spend and third-party costs).
Our liability is reduced proportionally to the extent that your acts or omissions (or those of your other suppliers) contributed to the loss.
Any claim must be notified to us in writing within 12 months of you becoming aware of the circumstances giving rise to it, or it’s waived.
You indemnify us against claims arising from your use of our services, content or materials you provide to us, or your breach of this agreement.

This clause survives the end of this agreement.

15. Confidentiality and privacy

We’ll both keep each other’s confidential information safe and private – including credentials, reports, strategies, pricing, and customer data – and only use it for the purposes of this agreement. This includes our obligations under the Privacy Act and relevant data protection laws.

Confidential information doesn’t include information that:

Is or becomes publicly available (through no fault of the receiving party);
Was already lawfully known to the receiving party;
Is independently developed without using the other party’s confidential information; or
Must be disclosed by law, a court, or a regulator – in which case we’ll give you notice first where we’re legally able to (and you’ll do the same for us).

The general skills, know-how, and methodologies we develop or refine while working with you remain ours to use, provided we don’t disclose your confidential information in doing so.

You agree that we may:

Identify you as a client, including using your name and logo, on our website, in proposals, and in our marketing materials.
Describe the nature of the work we’ve done for you and share general results (e.g. percentage improvements, growth trends, and campaign outcomes).

We’ll always present results accurately and in context. We won’t disclose commercially sensitive details (such as your media budgets, fees, margins, or customer data) without your written approval. If you’d prefer not to be featured, just let us know in writing and we’ll exclude you from future materials (and remove existing mentions where reasonably practicable).