QUESTCONNECT — TERMS OF SERVICE

Last Updated: March 2026

These Terms of Service ("Terms") govern the provision of digital advertising management services by QuestConnect to clients who have executed a Service Agreement Summary. By signing a Service Agreement Summary that references these Terms, the Client agrees to be bound by these Terms in full.

These Terms should be read together with the Service Agreement Summary signed by the Client, which specifies the Client's selected plan, pricing, payment method, and other agreement-specific details.

1. DEFINITIONS AND INTERPRETATION

In these Terms, unless the context otherwise requires:

2. SERVICES

2.1 Included Services

The following services are included in the Management Fee:

Google Ads Campaign Management:

1. Google Ads Search campaign creation, management, and ongoing optimisation;
2. Performance Max campaign setup and management (where appropriate for the Client's business);
3. keyword research, expansion, and ongoing refinement;
4. negative keyword management;
5. ad copy writing, A/B testing, and ongoing refinement;
6. ad extensions and assets setup and management (sitelinks, callouts, structured snippets, call extensions, location extensions);
7. bid strategy selection, management, and optimisation;
8. budget monitoring, pacing, and allocation across campaigns;
9. Quality Score monitoring and optimisation;
10. basic remarketing campaign setup and management;
11. conversion tracking setup and maintenance (Google Ads tags, Google Tag Manager configuration); and
12. geographic and demographic targeting optimisation.

Reporting and Analytics:

13. monthly written performance report (as described in clause 7.1);
14. monthly strategy call (up to 30 minutes);
15. Google Analytics review and integration with campaign data; and
16. conversion attribution analysis.

Landing Page Recommendations:

17. landing page performance analysis;
18. written recommendations for landing page improvements to increase conversion rates; and
19. guidance on call-to-action placement, form design, and page speed improvements.

2.2 Campaign Limits

The Management Fee covers management of up to five (5) active Campaigns and fifteen (15) Ad Groups. Additional Campaigns or Ad Groups beyond these limits will be quoted separately.

2.3 Out-of-Scope Services

Any services not expressly listed in clause 2.1 are outside the scope of these Terms and are not included in the Management Fee. Out-of-scope services include, but are not limited to:

1. landing page design, development, coding, or modification;
2. website design, development, hosting, or maintenance;
3. search engine optimisation (SEO);
4. social media advertising or management (including Facebook, Instagram, LinkedIn, and TikTok);
5. Microsoft Advertising (Bing Ads) management;
6. Google Local Service Ads (LSA) management;
7. Google Display Network prospecting campaigns;
8. YouTube and video advertising (including creative production);
9. Google Shopping Ads and Merchant Center management;
10. content creation (blog posts, articles, graphics, videos);
11. CRM setup, configuration, or management;
12. email marketing; and
13. graphic design or creative production.

If the Client requests any out-of-scope services, the Agency and Client may negotiate the scope, deliverables, and pricing of those services separately. Any out-of-scope work must be agreed in writing between the Parties before work commences and is strictly outside the terms of this Agreement.

2.4 Standard of Service

The Agency will provide the Services in a professional and competent manner, exercising reasonable skill, care, and diligence consistent with generally accepted industry standards.

2.5 Subcontracting

The Agency may subcontract elements of the Services provided it remains responsible for the quality of work performed.

3. GOOGLE ADS ACCOUNT OWNERSHIP AND ACCESS

3.1 The Client is and shall remain the sole owner of the Google Ads Account at all times. If the Client does not have an existing Google Ads Account, the Agency will assist in creating one in the Client's name using the Client's email address and business details.

3.2 The Client will link the Google Ads Account to the Agency's MCC, granting the Agency Standard or Admin access as required to perform the Services.

3.3 The Client retains Admin access to the Google Ads Account at all times and may unlink the Agency's MCC access at any time, subject to the termination provisions in clause 10.

3.4 The Client is responsible for all Ad Spend charged directly to the Client's payment method on the Google Ads Account. The Agency has no liability for Ad Spend charges incurred through the Client's Google Ads Account.

3.5 The Agency shall not withhold, restrict, or limit the Client's access to the Client's Google Ads Account, Google Analytics, Google Tag Manager, or any associated data for any reason, including in the event of a fee dispute or termination.

3.6 During the term of the agreement, the Client agrees to consult with the Agency before making material changes to campaign settings, keywords, budgets, or bid strategies within the Google Ads Account. The Agency is not responsible for any performance degradation, increased costs, or other adverse outcomes resulting from changes made by the Client without prior consultation.

4. FEES AND PAYMENT

Automated Payment Collection

4.1 The Management Fee will be collected automatically on the Billing Date by debiting the Client's nominated payment method (BECS Direct Debit, PayTo, or credit/debit card) as authorised by the Client. The Agency will issue a tax invoice for each payment on or before the Billing Date.

4.2 All fees are quoted exclusive of GST. Where a taxable supply is made under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), the Client must pay an additional amount equal to the GST payable on that supply. The Agency will issue valid tax invoices for all payments.

4.3 The Client authorises the Agency to collect all fees payable under the Agreement Summary by automatically debiting the Client's nominated payment method on each Billing Date, without requiring further approval from the Client for each individual payment. This authorisation remains in effect for the duration of the agreement unless revoked in accordance with the termination provisions in clause 10.

BECS Direct Debit

4.4 Where the Client elects to pay by BECS Direct Debit, the Client authorises Stripe Payments Australia Pty Ltd (ACN 160 180 343, Direct Debit User ID number 507156) ("Stripe") to debit the Client's nominated Australian bank account through the Bulk Electronic Clearing System (BECS) on behalf of QuestConnect for all amounts payable under the Agreement Summary. By providing bank account details (BSB and account number), the Client:

1. confirms they are an account holder or authorised signatory on the nominated bank account;
2. agrees to the Direct Debit Request Service Agreement provided by Stripe, a copy of which is available at stripe.com/au-becs-dd-service-agreement and which forms part of these Terms;
3. acknowledges that BECS Direct Debits are typically processed within one to three (1–3) Business Days and that notification of the success or failure of a debit may be delayed accordingly; and
4. acknowledges their right to cancel or suspend the Direct Debit Request at any time by providing written notice to the Agency, subject to the termination provisions of these Terms and the obligation to pay all amounts due up to the date of cancellation.

PayTo

4.5 Where the Client elects to pay by PayTo, the Client authorises the Agency (via Stripe) to create a PayTo agreement linked to the Client's nominated bank account or PayID. The Client must authorise the PayTo agreement through their banking application. The Client acknowledges that they may pause, modify, or cancel the PayTo agreement through their banking application at any time, subject to the termination provisions of these Terms and the obligation to pay all amounts due up to the date of cancellation.

Credit or Debit Card

4.6 Where the Client elects to pay by credit or debit card, the Client authorises the Agency (via Stripe) to securely store the Client's card details and charge the stored card for all amounts payable under the Agreement Summary on each Billing Date. The Client acknowledges that card payments are subject to the card issuer's terms and conditions, and that the Agency is not liable for any fees, interest, or charges imposed by the card issuer.

Payment Method Maintenance

4.7 The Client must maintain a valid and current payment method with the Agency at all times during the term of the agreement. If the Client's payment method becomes invalid, expired, or is cancelled, the Client must provide updated payment details within five (5) Business Days of being notified by the Agency or Stripe. Failure to maintain a valid payment method after notification constitutes a breach of these Terms.

Payment Processor

4.8 The Client acknowledges and consents to the Agency's use of Stripe Payments Australia Pty Ltd (ACN 160 180 343) ("Stripe") as its third-party payment processor. The Client's payment information is stored and processed by Stripe in accordance with the Payment Card Industry Data Security Standard (PCI DSS). The Agency does not directly store the Client's bank account numbers, card numbers, or other sensitive payment credentials on its own systems.

Failed Payments

4.9 If an automated payment fails (including due to insufficient funds, expired card, dishonoured direct debit, cancelled payment method, or any other reason):

1. the Agency (via Stripe) will attempt to re-process the payment up to three (3) times over a period of seven (7) days following the initial failure;
2. if all re-processing attempts are unsuccessful, interest accrues on the overdue amount at the rate of 1.5% per month (18% per annum), calculated daily from the original Billing Date until payment is received in full. This rate reflects the Agency's genuine administrative costs and losses arising from late payment, including payment re-processing costs, cash flow disruption, additional follow-up administration, and the disproportionate impact of non-payment on a small business;
3. the Agency may, after giving seven (7) days' written notice following the final failed re-processing attempt, suspend all Services (including pausing all Campaigns) until payment is received in full; and
4. the Agency may, after thirty (30) days of non-payment from the original Billing Date, terminate the agreement immediately upon written notice.

Payment Disputes

4.10 If the Client disputes any payment collected under the Agreement Summary, the Client must notify the Agency in writing within fourteen (14) days of the payment being debited, specifying the nature and grounds of the dispute. The Agency will investigate and respond within seven (7) Business Days. The Client agrees to attempt to resolve any payment dispute directly with the Agency before initiating a chargeback, bank reversal, or BECS dispute through their financial institution.

Ad Spend

4.11 The Client is solely responsible for paying Google directly for all Ad Spend. Ad Spend is separate from and in addition to the Management Fee.

4.12 Google may spend up to twice the daily budget on any given day to maximise results. The Client acknowledges this standard Google billing practice and agrees the Agency is not liable for daily budget overages within Google's documented spending limits.

5. CLIENT OBLIGATIONS

5.1 The Client agrees to:

1. provide the Agency with timely access to all information, materials, and approvals reasonably required for the performance of the Services, including business information, service descriptions, pricing, promotional offers, and target geographic areas;
2. install and maintain conversion tracking code (including Google Ads conversion tags, Google Tag Manager, and/or call tracking solutions) on the Client's website as directed by the Agency within fourteen (14) days of request;
3. respond to Agency communications and approval requests within five (5) Business Days;
4. ensure that all content, information, and materials provided to the Agency are accurate, not misleading, and do not infringe any third party's intellectual property rights or contravene any applicable law;
5. maintain a functioning website with appropriate landing pages for the duration of the agreement;
6. promptly notify the Agency of any changes to the Client's business, services, pricing, or operating hours that may affect Campaign content or targeting; and
7. comply with all applicable laws and regulations, including the Australian Consumer Law, in relation to the Client's business, products, and services as advertised.

5.2 Failure by the Client to fulfil the obligations in clause 5.1 may impact Campaign performance. The Agency accepts no responsibility for diminished results arising from the Client's failure to meet these obligations.

5.3 Persistent failure by the Client to respond to Agency communications or provide required information within five (5) Business Days on three (3) or more occasions constitutes a material breach, entitling the Agency to terminate the agreement in accordance with clause 10.

6. DATA ACCESS, PRIVACY, AND BENCHMARKING

6.1 The Client agrees to provide the Agency with reasonable access to the following data for the purpose of campaign optimisation and performance measurement:

1. historical lead volumes, conversion data, and customer acquisition costs (where available);
2. average customer lifetime value or average transaction value;
3. seasonal business patterns;
4. Google Analytics and Google Tag Manager access (viewer or editor level); and
5. CRM or lead management system access (read-only), where applicable.

6.2 The Agency will handle all Client data in accordance with the Australian Privacy Principles under the Privacy Act 1988 (Cth), regardless of whether the Agency is currently required to comply with that Act. The Agency's collection, use, storage, and disclosure of personal information is governed by the Privacy Policy, which forms part of these Terms.

6.3 The Agency will implement reasonable technical and organisational measures to protect Client data from unauthorised access, loss, or disclosure.

6.4 The Client grants the Agency a non-exclusive, royalty-free licence to use anonymised and aggregated Campaign performance data (from which neither the Client nor any individual consumer can be identified) for the Agency's internal benchmarking, system improvement, and marketing purposes. This licence survives termination.

6.5 The Agency will not sell, share, or disclose Client data to any third party except as required by law, as necessary to perform the Services (e.g., Google platform integration), or with the Client's prior written consent. Further details on data sharing, including the Agency's service providers, are set out in the Privacy Policy.

7. REPORTING AND COMMUNICATION

7.1 The Agency will provide the Client with a written monthly performance report within ten (10) Business Days of each calendar month end. Reports will include, at minimum:

1. total Ad Spend for the reporting period;
2. total impressions, clicks, and click-through rate;
3. cost per click and cost per lead/conversion;
4. total conversions (calls, form submissions, or other tracked actions);
5. summary of key actions taken during the reporting period; and
6. recommendations for the upcoming period.

7.2 The Agency will make itself available for one (1) monthly strategy call of up to thirty (30) minutes to discuss Campaign performance and strategy.

7.3 The Agency will respond to general Client inquiries within one (1) Business Day and to account emergencies (e.g., suspended ads, billing issues, disapprovals) within the same Business Day where notification is received before 3:00 PM AWST.

8. INTELLECTUAL PROPERTY

8.1 All intellectual property in materials created by the Agency specifically for the Client (including ad copy, campaign structures, and landing page recommendations) ("Campaign Materials") will be assigned to the Client upon full payment of all outstanding invoices. Until full payment, the Agency retains ownership of all Campaign Materials.

8.2 The Agency retains ownership of all pre-existing intellectual property, including but not limited to its proprietary methodologies, tools, templates, keyword research frameworks, scoring models, and internal systems ("Agency IP"). Nothing in these Terms transfers ownership of Agency IP to the Client.

8.3 The Client retains ownership of all materials, content, trademarks, and intellectual property provided by the Client to the Agency.

8.4 The Client grants the Agency a non-exclusive licence to use the Client's name, logo, and business description in the Agency's portfolio and marketing materials, including case studies, provided that any case study containing specific performance data requires the Client's prior written approval. This licence may be revoked by the Client at any time upon written notice.

8.5 Each Party consents to not assert any moral rights (as defined in Part IX of the Copyright Act 1968 (Cth)) in relation to Campaign Materials created under these Terms, to the extent permitted by law.

9. CONFIDENTIALITY

9.1 Each Party agrees to keep confidential all Confidential Information received from the other Party and to not disclose such information to any third party without the prior written consent of the disclosing Party.

9.2 The obligations in clause 9.1 do not apply to information that:

1. is or becomes publicly available other than through breach of these Terms;
2. was known to the receiving Party before disclosure;
3. is independently developed by the receiving Party without reference to the Confidential Information; or
4. is required to be disclosed by law, regulation, or court order, provided the receiving Party gives the disclosing Party prompt written notice of such requirement.

9.3 The obligations in this clause survive termination for a period of two (2) years.

10. TERM, RENEWAL, AND TERMINATION

Term

10.1 The agreement commences on the Commencement Date and continues for the term specified in the Agreement Summary.

Free Trial Plan

10.2 If the Client has selected the Free Trial plan:

1. the trial period is thirty (30) days from the Commencement Date, during which no Management Fee is payable;
2. the Client must provide a valid payment method during onboarding. At the end of the trial period, the agreement will automatically convert to a month-to-month paid agreement at the Management Fee specified in the Agreement Summary, and the Client's payment method will be charged accordingly;
3. the Client may cancel the trial at any time before the trial period ends by providing written notice to the Agency. If the Client cancels before the trial period ends, no Management Fee will be charged;
4. the Agency will send the Client a reminder notice at least seven (7) days before the trial period ends, confirming the upcoming conversion to a paid agreement and the applicable Management Fee; and
5. after conversion to a paid agreement, the Client may cancel at any time by providing thirty (30) days' written notice. No early termination fee applies.

3-Month Commitment Plan

10.3 If the Client has selected the 3-Month Commitment plan:

1. the initial term is three (3) months from the Commencement Date;
2. upon expiration of the initial term, the agreement will automatically renew for a further three (3) month term at the same Management Fee, unless the Client opts out in accordance with sub-clause (c);
3. the Agency will provide the Client with written notice at least fourteen (14) days prior to the expiration of each three-month term, reminding the Client of the upcoming renewal. The Client may, within that fourteen (14) day notice period:
   1. allow the agreement to renew for another three (3) months at the current Management Fee (no action required);
   2. switch to the month-to-month plan at the applicable month-to-month Management Fee, effective from the end of the current term; or
   3. terminate the agreement effective at the end of the current term by providing written notice.
4. if the Client wishes to terminate during a three-month term before its expiration, the Client must provide thirty (30) days' written notice and pay an early termination fee equal to one (1) month's Management Fee. This early termination fee is a genuine pre-estimate of the Agency's losses arising from early termination, including resource allocation, opportunity costs, and campaign setup investment. The early termination fee does not apply after the expiration of a three-month term where the Client has opted out in accordance with sub-clause (c).

Monthly Plan

10.4 If the Client has selected the Monthly plan:

1. the agreement is on a month-to-month basis with no minimum commitment period; and
2. either Party may terminate the agreement by providing thirty (30) days' written notice to the other Party. No early termination fee applies.

Termination for Cause

10.5 Either Party may terminate the agreement immediately upon written notice if the other Party:

1. commits a material breach and fails to remedy that breach within fourteen (14) days of receiving written notice of the breach;
2. becomes insolvent, enters administration, receivership, or liquidation, or has a winding-up petition presented against it;
3. ceases or threatens to cease carrying on business; or
4. fails to pay any amount due within thirty (30) days of its due date.

Post-Termination

10.6 Upon termination or expiration of the agreement:

1. the Agency will unlink its MCC from the Client's Google Ads Account within five (5) Business Days;
2. the Agency will provide the Client with exports of all campaign data, keyword lists, ad copy, conversion tracking documentation, and historical performance reports in standard formats (CSV, PDF, or as otherwise agreed) within thirty (30) days at no additional cost;
3. the Agency will cooperate reasonably with any successor agency during a thirty (30) day transition period;
4. all unpaid fees become immediately due and payable;
5. the Agency will securely delete all copies of Client personal information (as defined in the Privacy Act 1988) within sixty (60) days, except as required by law; and
6. clauses 6.4 (anonymised data licence), 8 (Intellectual Property), 9 (Confidentiality), 11 (Limitation of Liability), and 12 (Indemnification) survive termination.

11. LIMITATION OF LIABILITY

11.1 To the maximum extent permitted by law, the total aggregate liability of each Party under or in connection with these Terms, whether arising in contract, tort (including negligence), statute, or otherwise, is limited to an amount equal to the total Management Fees paid by the Client to the Agency in the twelve (12) months immediately preceding the event giving rise to the liability.

11.2 Neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, or loss of data, regardless of whether such damages were foreseeable or whether the Party was advised of the possibility of such damages.

11.3 Nothing in these Terms limits or excludes:

1. liability that cannot be limited or excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law;
2. liability for fraud or wilful misconduct;
3. liability for breach of confidentiality obligations under clause 9;
4. liability for infringement of intellectual property rights; or
5. the Client's obligation to pay fees for Services rendered.

11.4 Where the Agency's liability cannot be excluded under the Australian Consumer Law, the Agency's liability is limited to, at the Agency's option, re-supplying the Services or paying the cost of having the Services re-supplied.

12. INDEMNIFICATION

12.1 The Client indemnifies and holds harmless the Agency from and against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with:

1. any content, information, or materials provided by the Client that are inaccurate, misleading, or infringe any third party's rights;
2. the Client's products, services, or business operations as advertised through Campaigns;
3. the Client's breach of any applicable law or regulation; and
4. changes made by the Client to the Google Ads Account without prior consultation with the Agency as contemplated in clause 3.6.

12.2 The Agency indemnifies and holds harmless the Client from and against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with:

1. the Agency's infringement of any third party's intellectual property rights in the performance of the Services; and
2. the Agency's wilful misconduct or gross negligence in the performance of the Services.

12.3 Each Party's indemnification obligations are subject to the overall liability cap in clause 11.1, except to the extent liability cannot be limited under applicable law.

13. FORCE MAJEURE

13.1 Neither Party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by a Force Majeure Event.

13.2 A "Force Majeure Event" means any event beyond a Party's reasonable control, including but not limited to:

1. Google Ads platform outages, suspensions, or material service disruptions;
2. changes to Google Ads policies, algorithms, or platform features that materially affect campaign delivery;
3. natural disasters, pandemics, acts of God;
4. government actions, sanctions, or regulatory changes;
5. internet infrastructure failures beyond reasonable control;
6. cyber attacks on third-party platforms used in the delivery of Services; and
7. Google account suspensions or policy enforcement actions initiated by Google.

13.3 The affected Party must promptly notify the other Party in writing of the Force Majeure Event and take reasonable steps to mitigate its effects.

13.4 If a Force Majeure Event prevents the Agency from performing the Services for a continuous period exceeding sixty (60) days, either Party may terminate the agreement upon fourteen (14) days' written notice without penalty.

14. AI AND AUTOMATION DISCLOSURE

14.1 QuestConnect uses artificial intelligence and automated systems to optimise the Client's Google Ads campaigns 24 hours a day, 7 days a week. This includes, but is not limited to, automated bid adjustments, keyword management, budget monitoring, performance anomaly detection, and campaign health monitoring.

14.2 All automated actions taken by the Agency's AI systems are:

1. logged in an immutable, append-only audit trail with full technical and human-readable explanations;
2. bounded by conservative safety limits that prevent any single automated action from exceeding predefined thresholds (e.g., bid changes capped at 50% per action, budget changes capped at 20% per action);
3. subject to multi-layer financial guardrails including hourly spend rate monitoring, daily and monthly spend caps, and emergency stop mechanisms;
4. capable of being overridden by the Agency's human team at any time; and
5. designed to take conservative action (reduce spend, pause campaigns) rather than aggressive action (increase spend) when anomalies are detected.

14.3 The Agency maintains a complete audit log of every automated decision for a minimum period of seven (7) years. This log includes the data that informed each decision, the rationale, the safety checks applied, and the outcome. The Client may request access to audit log entries relating to their account at any time.

14.4 The Client may request human review of any automated decision that could significantly affect the Client's campaigns, including material changes to bid strategies, budget allocation, or campaign status. The Agency will respond to such requests within two (2) Business Days.

15. BUDGET LIMITS AND SPEND PROTECTION

15.1 The Client's campaigns will never exceed the agreed maximum monthly advertising budget specified in the Agreement Summary (the "Budget Cap"). The Budget Cap may only be changed by written agreement between the Parties.

15.2 Daily budgets are set conservatively at no more than the monthly Budget Cap divided by 30.4 days, and are monitored continuously by automated safety systems.

15.3 The Agency's automated systems will:

1. monitor hourly spend rates and alert the Agency if spending exceeds 300% of the expected hourly rate;
2. automatically reduce campaign budgets or pause campaigns if spending approaches 500% of the expected hourly rate;
3. automatically pause all campaigns if daily spend reaches the daily budget cap; and
4. provide the Client with transparent reporting of all spend protection actions taken.

15.4 The Client acknowledges that Google may spend up to twice the daily budget on any given day as part of Google's standard budget delivery optimisation, but will not exceed the monthly Budget Cap over a calendar month.

16. NO GUARANTEE OF RESULTS

16.1 While QuestConnect uses advanced optimisation technology, including artificial intelligence and Bayesian statistical models, the Agency cannot and does not guarantee specific results, including but not limited to:

1. specific click volumes or impression share;
2. specific lead volumes or conversion rates;
3. specific cost per lead or cost per acquisition targets;
4. specific return on investment or return on ad spend; or
5. specific search engine rankings or ad positions.

16.2 Past campaign performance does not guarantee future results. Advertising performance is influenced by factors outside the Agency's control, including market conditions, competitor activity, seasonal trends, Google platform changes, and the Client's own products, services, pricing, and website quality.

16.3 The Agency will use reasonable commercial efforts and professional judgment to optimise campaign performance within the parameters agreed with the Client.

17. DATA HANDLING AND SECURITY

17.1 All campaign data, performance metrics, and operational data collected in the course of providing the Services is stored securely on Australian-based infrastructure.

17.2 The Agency retains campaign data for the minimum period required by applicable law and for the legitimate purposes of service delivery, reporting, and audit compliance. Audit logs are retained for seven (7) years in accordance with Australian record-keeping requirements.

17.3 The Agency does not sell, rent, trade, or otherwise share Client data with third parties, except:

1. as necessary to deliver the Services (e.g., data transmitted to Google as part of campaign management);
2. with the Client's prior written consent; or
3. as required by law, regulation, or court order.

17.4 The Agency will implement the following minimum security measures to protect Client data:

1. access to Client accounts and data restricted to authorised Agency personnel only;
2. multi-factor authentication on all platforms used to deliver Services;
3. encrypted communications for sharing sensitive data (HTTPS, encrypted email);
4. regular password rotation (minimum every 90 days); and
5. secure storage of any Client login credentials using industry-standard password management tools.

17.5 The Agency will notify the Client within forty-eight (48) hours of becoming aware of any data breach affecting the Client's personal information, including details of the breach, data affected, and remedial steps taken.

17.6 Where the Services involve the processing of end-consumer personal information (e.g., conversion tracking data containing phone numbers or email addresses), the Agency will process such data only as necessary for campaign optimisation and reporting, and in compliance with the Australian Privacy Principles.

17.7 The Client acknowledges that the Services require data to be processed by Google's servers, which may be located outside Australia. The Agency will take reasonable steps to ensure that any cross-border data transfer is subject to appropriate contractual protections. Further details on cross-border data transfers are set out in the Privacy Policy.

17.8 Upon termination:

1. the Agency will return or transfer all Client data to the Client within thirty (30) days;
2. the Agency will securely delete all copies of Client personal information within sixty (60) days, except where retention is required by Australian tax or corporations law (up to seven years for financial records); and
3. the Agency will provide written confirmation of deletion upon the Client's request.

18. DISPUTE RESOLUTION

18.1 The Parties agree to resolve any dispute arising out of or in connection with these Terms in accordance with the following procedure:

1. Negotiation: The Parties will first attempt to resolve the dispute through good faith negotiation between senior representatives within fourteen (14) days of written notice of the dispute.
2. Mediation: If negotiation fails, the Parties will submit the dispute to mediation administered by the Resolution Institute (or another mutually agreed mediation provider) in Perth, Western Australia. Each Party bears its own costs of mediation, and the mediator's fees are shared equally.
3. Litigation: If the dispute is not resolved within sixty (60) days of the mediation commencing, either Party may commence proceedings in the courts of Western Australia.

18.2 Nothing in this clause prevents either Party from seeking urgent interlocutory or injunctive relief from any court of competent jurisdiction.

18.3 The Parties agree to continue performing their respective obligations pending resolution of any dispute, except to the extent those obligations are the subject of the dispute.

19. GENERAL PROVISIONS

19.1 Governing Law. These Terms are governed by and construed in accordance with the laws of Western Australia and the Commonwealth of Australia. Each Party submits to the non-exclusive jurisdiction of the courts of Western Australia.

19.2 Entire Agreement. These Terms, together with the Agreement Summary and the Privacy Policy, constitute the entire agreement between the Parties and supersede all prior negotiations, representations, warranties, and agreements between the Parties relating to its subject matter.

19.3 Amendments and Fee Changes. The Agency may update these Terms from time to time. The Agency will provide the Client with at least thirty (30) days' written notice of any material changes to these Terms, including any changes to the Management Fee. Fee changes specifically do not take effect until the start of the Client's next billing cycle that falls at least thirty (30) days after notice is given. If the Client does not agree with any material change (including fee changes), the Client may terminate the agreement before the change takes effect by providing written notice, with no early termination fee payable regardless of the Client's current plan or remaining commitment period. Continued use of the Services after the changes take effect constitutes acceptance.

19.4 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect.

19.5 Waiver. A waiver of any right under these Terms is not effective unless it is in writing. A failure to exercise or delay in exercising any right does not operate as a waiver of that right.

19.6 Assignment. Neither Party may assign or transfer any of its rights or obligations under these Terms without the prior written consent of the other Party.

19.7 Notices. All notices under these Terms must be in writing and sent to the email address specified in the Agreement Summary. Notices are deemed given when delivered by email with delivery confirmation. QuestConnect's official contact for notices is: Admin@QuestConnect.com.au.

19.8 Relationship. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the Parties. The Agency is an independent contractor.

19.9 Electronic Execution. The Agreement Summary may be executed electronically in accordance with the Electronic Transactions Act 2011 (WA) and the Electronic Transactions Act 1999 (Cth). Electronic signatures are legally binding.

19.10 Counterparts. The Agreement Summary may be executed in any number of counterparts, each of which is an original and all of which together constitute one agreement.

These Terms of Service are effective as of the date of the Client's signed Agreement Summary.

QuestConnect is a partnership (ABN: 19 473 660 144) based in Perth, Western Australia.

For questions about these Terms, contact: Admin@QuestConnect.com.au