Version: 1.2 | Effective date: [insert date]
Company: WAYNAI PTY LTD (ABN 56 695 726 071) (“WAYNAI”, “we”, “us”, “our”)
Contact: wayne@waynai.com.au | 0466 503 449 | 38 Bellbird Ave, Burpengary East QLD 4505, Australia
Website: https://waynai.com.au
Privacy Policy: https://waynai.com.au/privacy
Please read these Terms carefully before accepting a Quote or Order. This document is a draft and is not legal advice. Have an Australian lawyer review it before use.
The agreement consists of the Quote or Order; any Special Conditions written into the Quote; these Terms; any applicable Product Schedule; any approved written variation; any payment authority or provider terms that apply to the payment method then in use; and WAYNAI’s Privacy Policy in relation to Personal Information.
If there is an inconsistency, an expressly negotiated Special Condition in the Quote prevails, then these Terms, then any Product Schedule.
No verbal representation changes the Contract unless confirmed in writing by an authorised WAYNAI representative. Nothing in this provision excludes liability for a representation or a statutory right that cannot lawfully be excluded, including rights under the Australian Consumer Law.
These Terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.
By accepting a Quote, the person accepting confirms that they are authorised to enter the Contract on behalf of the Customer named in the Quote; purchase the Products and Services; give WAYNAI the access described in these Terms; set up the agreed payment arrangement; and have had a reasonable opportunity to read these Terms before accepting. Where the Customer is a company, trust, partnership or other organisation, the person accepting warrants that they have authority to bind that entity.
There is no lock-in contract term and no minimum contract period, unless a Special Condition in the Quote expressly states otherwise and that Special Condition is separately and clearly agreed in writing. Ongoing Products run month to month until cancelled in accordance with this clause.
Either party may terminate an ongoing Product or the Contract by giving 30 days’ written notice. Cancellation notices should be sent to wayne@waynai.com.au (or another email we nominate in writing). A Customer may start a cancellation request by telephone. The cancellation must still be confirmed in writing by the Customer or by WAYNAI. The 30-day notice period starts on the date WAYNAI receives the Customer’s written cancellation notice, or WAYNAI sends written confirmation of a cancellation request first made by telephone. A telephone conversation that is not confirmed in writing is not formal notice.
Unless the parties agree otherwise in writing: WAYNAI will continue providing the applicable Services during the 30-day notice period; recurring Service Fees continue during the notice period; approved Campaign Spend and unavoidable third-party charges continue to apply; the Customer must continue to provide reasonable access and cooperation; and termination takes effect at the end of the notice period.
Cancelling, blocking, replacing or revoking a bank account, payment card, invoice arrangement or any future direct debit authority is not notice of termination, does not end the Contract, does not remove the 30-day notice requirement, does not extinguish an amount already properly due, and does not prevent WAYNAI from recovering an amount properly payable. If the Customer cancels its payment authority while Services continue, the Customer must promptly set up another acceptable payment method.
Nothing in this clause limits a right to cancel, refund or other remedy that cannot be excluded under the Australian Consumer Law or other applicable law.
Products continue on a month-to-month basis until terminated on 30 days’ written notice. A new fixed term will not arise automatically unless the Customer separately agrees to it in writing.
WAYNAI may change an ongoing recurring Service Fee by giving at least 30 days’ written notice. If the Customer does not accept a material price increase, the Customer may terminate the affected Product before the increase takes effect, with no extra cancellation fee.
A reversion to a standard rate that was clearly disclosed in the Quote at the end of a defined discount period is not an unnotified price increase. We will still remind the Customer in writing before the discount ends where reasonably practicable.
Public pricing on waynai.com.au (including hyperlocal suburb-by-suburb marketing from $399 per month plus GST) is indicative only. The price that applies is the price in the accepted Quote.
WAYNAI may update these Terms to address legal or regulatory changes, security requirements, changes to third-party platforms, new Products, operational improvements, or clarification of existing provisions. A materially adverse change will not be imposed on an existing Customer solely through a hidden website update. We will give reasonable written notice of a material change and the Customer may cancel the affected Product before the change takes effect.
The Customer must keep contact, billing and authorised-representative details current; provide complete and accurate business information; ensure business claims, prices, offers, licences, qualifications and promotions are accurate and lawful (including Australian Consumer Law advertising rules); maintain licences and approvals required to supply its products or services; provide requested access, content, images, logos, approvals and credentials; ensure Customer-supplied material does not unlawfully infringe another person’s intellectual property; notify WAYNAI promptly of material changes to the business; protect account credentials and use multi-factor authentication where reasonably requested; promptly report suspected unauthorised access; ensure personnel comply with relevant privacy, recording and security requirements; respond reasonably to approval and information requests; and comply with applicable platform rules (including Google, Meta, Microsoft and similar platforms).
It is the Customer’s responsibility to provide WAYNAI with all access reasonably required to perform the Services within 72 hours of the original agreement being signed.
This includes, but is not limited to: Google Business Profile ownership access (or the ability to request and complete ownership / manager access); website domain access or transfer (registrar login, DNS, or authorised transfer); and/or full website administrator access (CMS admin, hosting control panel where needed, and related technical access). It may also include advertising accounts, analytics, Search Console, Tag Manager, social accounts, and other Digital Assets listed in the Quote.
If required access is not provided within 72 hours, WAYNAI is not in breach for delay. Delivery and campaign timeframes are extended by the period of delay (and any reasonable restart time after access is received). Recurring Service Fees still apply during a delay caused by missing access, unless we agree otherwise in writing or the Australian Consumer Law requires a different outcome.
Where WAYNAI requests routine approval or consolidated feedback, the Customer should respond within three Business Days unless another timeframe is agreed. If no response is received, WAYNAI may use reasonable professional judgement to progress routine work needed to avoid unnecessary delay. Silence is not approval to materially increase an advertising budget, start a materially different Product, publish a materially different regulated claim, or incur a substantial new charge not already authorised.
The Customer may request changes at any time. Work outside the agreed scope may be treated as a variation. WAYNAI will obtain approval for a material additional charge before doing substantial out-of-scope work, unless the Quote already authorises it.
WAYNAI is not responsible for adverse performance caused by uncoordinated or unauthorised changes by the Customer, the Customer’s staff, another marketing provider, a website developer, an IT provider, a former provider, or another third party. Restoration work may be charged as an approved variation.
WAYNAI will do everything reasonably within its power to set up advertising campaigns within one week of the later of the agreement being signed and receipt of the access, content, billing authority and approvals reasonably required to launch.
The one-week target is a reasonable endeavours timeframe, not a guarantee of ranking, spend efficiency, or lead volume. It depends on third-party platform verification, ad review, and the Customer meeting clause 4. If the Customer has not provided required access within 72 hours of signing, the one-week campaign setup period does not start until that access is provided.
Unless the Quote states a different written timeframe, standard website turnaround (starting when WAYNAI has received required access, content and written scope) is: minimum website exact copies to a WordPress format: 7 Business Days;
website copies with changes: 10 Business Days; and
new website builds: 21 Business Days.
These are target delivery periods for the first complete draft or staging site ready for Customer review, not a guarantee of third-party indexing, hosting cutover, or domain propagation. Timeframes pause while WAYNAI is reasonably waiting on Customer content, access, feedback or approvals. Material scope changes restart or extend the relevant timeframe as agreed in writing. A “Business Day” is a day that is not a Saturday, Sunday or public holiday in Queensland.
From time to time, WAYNAI PTY LTD (ABN 56 695 726 071) may offer to do a complete website refresh for the Customer at no charge. Any complimentary refresh is a discretionary goodwill offer. It is not an ongoing entitlement and does not create a precedent.
If a complimentary refresh is offered and accepted in writing, the standard turnaround is 21 Business Days from the date WAYNAI has the required access, content and agreed scope. A complimentary refresh does not transfer extra intellectual property beyond clauses 16 and 17, and does not waive fees for other Products.
The Customer appoints WAYNAI as its limited authorised representative solely to deliver the agreed Services. This may include reasonable access to and management of Google Ads and other search advertising; Google Business Profile; Google Analytics, Search Console, Tag Manager and Merchant Center; Meta and other social platforms; Microsoft advertising platforms; Customer websites and CMS; domains and DNS; hosting; call tracking and CRM; email and messaging integrations; directories and citations; landing pages and tracking; and other agreed Digital Assets.
The Customer warrants that it has authority to grant this access. This limited appointment does not create a general agency, partnership, joint venture, employment or fiduciary relationship. WAYNAI is not required to transfer master advertising accounts, agency accounts, internal software, automation, scripts, multi-customer licences, internal credentials, proprietary dashboards, or other WAYNAI Background Intellectual Property.
WAYNAI Service Fees and Campaign Spend are separate unless the Quote expressly says otherwise.
Service Fees are for WAYNAI’s work, strategy, management, technology and Services (including hyperlocal digital marketing, AI visibility / AI SEO, local SEO, Google Business Profile work, websites, Google Ads / SEM management, social and content, citations and reputation support, as specified in the Quote).
Campaign Spend or Media Spend is money used to buy advertising from Google, Meta, Microsoft or another advertising provider. Third-party costs may include advertising spend, call tracking, hosting, domains, software licences, plugins, SMS or telecommunications, stock assets, payment processing, and other approved provider costs.
Campaign Spend already used or irreversibly committed is not ordinarily refundable by WAYNAI. Unused Campaign Spend actually held by WAYNAI will be reconciled subject to committed provider costs, amounts already spent, outstanding amounts properly due, provider credits or restrictions, and applicable law. GST is payable in addition where applicable.
The Customer must pay all amounts properly due under the Contract by the method stated in the Quote or invoice, or by another method WAYNAI reasonably accepts. Accepted methods may include invoice and electronic funds transfer, card payment, or another method we nominate in writing.
WAYNAI does not currently require a nominated third-party direct debit provider. WAYNAI may later introduce a payment collection or direct debit arrangement. If it does, WAYNAI will give the Customer reasonable written notice and the relevant provider’s Direct Debit Request and service agreement. Direct debit will only apply if the Customer separately accepts that arrangement (or another payment method then offered). Introducing a future payment provider does not, by itself, change Service Fees or create a lock-in term.
If the Customer later accepts a Direct Debit Request, the Customer authorises the nominated provider to debit the nominated account in accordance with that request, and authorises WAYNAI to instruct the provider to process amounts properly payable under the Contract, including recurring Service Fees, agreed Campaign Spend, GST, approved variations, authorised usage-based fees, and agreed third-party costs.
Where amounts may vary under an accepted debit arrangement, the Customer authorises variations that arise from the payment structure in the Quote, approved Campaign Spend changes, expiry of a clearly disclosed discount, an approved Product variation, agreed usage-based charges, or another amount authorised under the Contract. Other material changes to amount or timing will be handled in accordance with the payment provider’s rules and applicable law.
The Customer must keep payment details current and ensure invoices can be paid when due. If a payment fails, WAYNAI may reissue the invoice or retry the payment where permitted. The Customer may be responsible for reasonable dishonour, reprocessing or collection fees actually incurred, to the extent permitted by law.
A Customer disputing an invoice or debit should promptly give written details of the amount, the reason, and supporting information. The undisputed portion remains payable. Nothing prevents the Customer from contacting its financial institution or exercising a lawful dispute right. A chargeback does not extinguish an underlying contractual debt where the amount was properly payable.
An approved refund may be processed through the original payment channel. WAYNAI will take reasonable steps to submit it promptly but does not control bank, card network or provider settlement times.
Where WAYNAI voluntarily places a WAYNAI-owned card or payment method on a Customer advertising account: the payment method remains WAYNAI’s property; it may only be used for the campaign, budget and period we authorise; the Customer must not use it for unrelated spend; the Customer must reasonably cooperate with its removal; and the Customer must not knowingly allow new charges after notice that authority has ended. Unauthorised charges may be recovered from the Customer to the extent they arose from the Customer’s act or omission and recovery is permitted by law.
WAYNAI PTY LTD (ABN 56 695 726 071) may collect, hold, use and disclose Personal Information in accordance with the Contract, our Privacy Policy at https://waynai.com.au/privacy, the Privacy Act 1988 (Cth), and the legitimate delivery, administration and protection of the Services.
This may include disclosure to employees and authorised contractors, professional advisers, payment processors and any future nominated payment or direct debit provider, technology and advertising platforms, call tracking and hosting providers, insurers, debt recovery providers, banks, regulators, and others where permitted or required by law.
WAYNAI may provide overdue-account information to a debt collection provider where lawful and reasonably necessary. WAYNAI will only disclose consumer credit default information to a credit reporting body if legally entitled, permitted under credit-reporting law, and after required notices and procedures.
Where the Quote includes campaign measurement, the Customer acknowledges that telephone call tracking may be used for attribution, lead reporting, optimisation, conversion measurement, service quality, dispute investigation, and proof of campaign-generated enquiries.
WAYNAI may use a suitable call tracking or telecommunications provider. The Customer authorises WAYNAI to establish and operate tracked numbers, forwarding, dynamic number insertion, routing, attribution, analytics, recording, transcription and automated call intelligence, where enabled.
Where recording is enabled, incoming campaign calls may be recorded. WAYNAI will ordinarily configure an automated message before recording, substantially similar to: “This call may be recorded and analysed for quality, training and marketing attribution purposes.”
The Customer must not remove or bypass that notice unless it has another legally compliant process and WAYNAI has approved it in writing. The Customer must tell relevant staff and contractors that campaign calls may be tracked, recorded, transcribed and reviewed, and is responsible for any extra workplace or industry notices that apply to its business.
Authorised WAYNAI personnel may review recordings for campaign confirmation, spam filtering, optimisation, reporting, quality, troubleshooting, dispute resolution, security and legal compliance. Where enabled, recordings may be processed by automated or AI systems for transcription, summaries, sentiment, classification and recommended actions. Automated outputs may contain errors.The Customer must tell WAYNAI if campaign calls routinely involve health, financial, legal, government-identifier, children’s or other sensitive information. Recorded lines should not be used to collect full card numbers, CVV, passwords or authentication codes.
A tracked number remains subject to the provider’s ownership and porting rules. After termination, tracking, routing, recording and numbers may cease, and recordings may later be deleted under the provider’s retention rules. Recordings are not a permanent archive. Nothing in this clause authorises recording or disclosure contrary to law.
Each party must protect the other’s Confidential Information and use it only for legitimate purposes connected with the Contract. WAYNAI Confidential Information includes non-public systems, software, methodologies, workflows, automation, prompts, campaign structures, content systems, optimisation methods, page formulas, reporting logic, dashboards, pricing, training materials, scripts, account structures, security information, credentials, and commercially sensitive internal information.
The Customer must not use that information to replicate WAYNAI’s systems or disclose it to a competitor for replication. Permitted confidential disclosures include lawyers, accountants, insurers, financiers, regulators, banks, courts and law enforcement where reasonably required. Confidential Information does not include information already lawfully known, public without breach, independently developed, lawfully received from another source, or required to be disclosed by law.
Neither party must knowingly or recklessly make a materially false or misleading factual statement about the other that is reasonably likely to cause material commercial or reputational harm. The Customer must not use non-public WAYNAI client identities or relationship information to solicit those clients or interfere with those relationships.
This does not prevent truthful statements, honestly held opinion, genuine complaints, truthful reviews, genuine payment disputes, legal advice, regulator or bank contact, reporting suspected unlawful conduct, or any other lawful right.
WAYNAI delivers Services using its proprietary hyperlocal and AI-visibility methods, systems, workflows, content frameworks, suburb and service-area strategies, schema and structured-data approaches, optimisation processes, automations, templates, reporting logic and know-how (the “WAYNAI System”).
Ownership of the WAYNAI System and all Background Intellectual Property remains with WAYNAI PTY LTD (ABN 56 695 726 071). Nothing transfers that ownership to the Customer.
The Customer retains ownership of its pre-existing website, domain, trade marks, business information, pre-existing content, Customer-supplied photographs, Customer-owned accounts, and other independently owned assets. Unless the Quote expressly transfers ownership of a specific Customer-Specific Deliverable, content and materials created as part of the WAYNAI System are provided under a limited, non-exclusive, non-transferable, contract-dependent licence for use on the approved Customer website during the Contract and the 30-day notice period.
The Customer must not copy, extract, reverse-engineer or commercially reuse the WAYNAI System, or give WAYNAI internal frameworks, templates, automation, scripts or prompts to another provider for replication. The Customer may give a replacement provider Customer-owned account access, website files, Customer-specific campaign and performance data, and Customer-owned content reasonably needed for an orderly handover.
Where a website build is separately purchased, expressly transferred, or expressly gifted in writing, the Customer retains the Customer-specific website after termination, subject to payment of any undisputed amount applicable to that transfer.
The transfer excludes WAYNAI Background Intellectual Property, the WAYNAI System, master accounts, proprietary plugins, reusable frameworks, internal scripts, automation, non-transferable subscriptions, third-party licences, provider-owned tracked numbers, and hosting infrastructure WAYNAI does not own or cannot lawfully transfer.
For ordinary termination, the 30-day notice period is the standard transition period. The Customer should nominate a replacement provider, arrange migration, obtain eligible Customer-owned data, and replace WAYNAI-managed tracking where required.
At the effective termination date, the licence to use WAYNAI System content ends unless we agree otherwise in writing. The Customer must then remove or deactivate WAYNAI-created System content and proprietary components. Where WAYNAI still has authorised access, the Customer authorises removal or deactivation of those proprietary components. We will use reasonable care not to unnecessarily damage Customer-owned assets.
Where immediate termination occurs because of a serious legal, security, fraud, payment-method, confidentiality or IP risk, WAYNAI may remove or suspend affected proprietary systems sooner where reasonably necessary, and will still reasonably cooperate in returning eligible Customer-owned assets where lawful and practicable.
Where WAYNAI provides website hosting: hosting will ordinarily continue during the paid 30-day notice period; the Customer should nominate a replacement provider promptly and complete migration before the effective termination date; ordinary reasonable handover of eligible Customer-owned assets is included; complex migration, rebuilding or forensic recovery may be separately quoted; WAYNAI is not required to transfer master hosting accounts or multi-customer server credentials; and hosting after the effective termination date is not automatic unless agreed in writing. After handover the Customer is responsible for hosting, domain renewals, DNS, email, SSL, maintenance, licences, security, backups and provider charges.
The Customer acknowledges that WAYNAI does not control Google, Meta, Microsoft, search engines, AI platforms (including ChatGPT-style assistants, Google AI Overviews and similar), advertising auctions, algorithms, verification, indexing, directories, telcos, hosting, payment providers, ad approval, platform suspensions, outages, third-party pricing, or platform policy changes.
Unless the Quote includes an express written guarantee, WAYNAI does not guarantee a particular ranking, map position, AI citation or recommendation, indexing, uninterrupted visibility, cost per click or lead, number or quality of calls or leads, conversion rate, sales, revenue, profit, ROI, or uninterrupted third-party service.
Forecasts are estimates, not guarantees. This is consistent with how waynai.com.au describes measurable outcomes (calls, forms, booked jobs, suburb-level performance) without promising a fixed result. Platform reports may differ, be modelled or delayed. A tracked call or form is not necessarily a completed sale. The Customer remains responsible for answering calls, quoting, follow-up, availability, closing leads, customer service and fulfilling its own products or services.
Both parties must deal with each other reasonably and professionally. WAYNAI may require communications through a nominated representative or in writing where reasonably necessary because of repeated abuse, harassment, intimidation, discriminatory conduct, threats, security concerns or serious misconduct. A genuine complaint, negative review or robust commercial disagreement is not, by itself, misconduct.
Either party may terminate an affected Product or the Contract if the other commits a material breach and fails to remedy it within seven Business Days after written notice identifying the breach.
Either party may terminate immediately for a sufficiently serious breach that cannot reasonably be remedied (for example fraud, deliberate unauthorised access, deliberate misuse of a payment method, serious threats, unlawful instructions, deliberate misuse of confidential information or IP, fake reviews, or intentional campaign sabotage). Whether conduct justifies immediate termination depends on seriousness, evidence and consequences.
WAYNAI may suspend an affected Product where reasonably necessary because of material overdue payment, unlawful instructions, a serious security risk, compromised credentials, platform suspension, lack of required access, suspected fraud, unauthorised use of a WAYNAI payment method, serious abuse or threats, a material contractual breach, or a legal or provider requirement.
Where reasonably practicable, we will give notice and a chance to remedy before suspension. Immediate suspension may occur where delay would materially increase legal, security, financial or reputational risk. Suspension does not by itself end the 30-day cancellation process.
Nothing excludes a statutory refund, remedy or right that cannot lawfully be excluded. Subject to those rights: completed Services are not automatically refundable because the Customer changes its mind; Campaign Spend already used or committed is not ordinarily refundable by WAYNAI; third-party costs may be non-refundable; and provider settlement delays may apply.
A discretionary refund, credit, free month, fee waiver, complimentary website or refresh, hosting extension or extra work is goodwill unless we state otherwise. It does not admit liability or set a precedent.
To the extent permitted by law, the Customer indemnifies WAYNAI against third-party claims, liabilities, penalties, losses and reasonable external legal costs to the extent arising from: unlawful Customer-supplied content; IP infringement in Customer-supplied material; unlawful Customer products or services; materially inaccurate information supplied by the Customer; Customer data the Customer was not authorised to provide or use; unlawful use or disclosure of call recordings or Personal Information by the Customer; unauthorised use of WAYNAI systems or payment methods; Customer interference with Digital Assets; or the Customer’s material breach.
The indemnity is reduced to the extent the loss was caused or contributed to by WAYNAI’s breach, negligence, wilful misconduct or unlawful act.
Nothing in the Contract excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or other law which cannot lawfully be excluded.
If the Customer is a consumer or small business to which those guarantees apply, Services must be provided with due care and skill, be fit for a purpose made known to us, and be supplied within a reasonable time.
To the maximum extent permitted by law: WAYNAI is not liable for speculative or indirect loss that is not a direct and reasonably foreseeable consequence of a breach; WAYNAI is not liable for loss caused solely by a third-party platform change, outage or decision; WAYNAI is not liable for loss caused solely by Customer or third-party interference; and where liability can lawfully be limited, WAYNAI’s aggregate liability arising from an affected Product is limited to the WAYNAI Service Fees paid or payable for that Product during the 12 months immediately before the event giving rise to the claim, or the cost of resupplying the Services, at our election where the ACL allows that limitation.
Campaign Spend and pass-through third-party costs are not Service Fees for the liability cap. The cap does not apply where liability cannot lawfully be limited (including for fraud, wilful misconduct, or non-excludable ACL rights). Amounts properly due under the Contract are payment obligations, not damages claims subject to the cap. If a term would be an unfair contract term under the ACL, it is to be read down or severed so the rest of the Contract continues.
By accepting a Quote, the Customer acknowledges that they have read or had a reasonable opportunity to read these Terms; there is no lock-in term unless a Special Condition clearly says otherwise; ordinary cancellation requires 30 days’ written notice; cancelling a payment authority does not cancel the Services; Services and applicable charges continue during the 30-day notice period unless otherwise agreed; the Customer must provide required access within 72 hours of signing, including Google Business Profile ownership access, domain access or transfer, and/or full website admin access; WAYNAI will use reasonable endeavours to set up advertising campaigns within one week, subject to that access; website timeframes are 7 / 10 / 21 Business Days as set out in clause 6; a complimentary website refresh, if offered, has a 21 Business Day turnaround; WAYNAI may access and manage agreed Digital Assets; Campaign Spend is separate from Service Fees unless expressly stated otherwise; campaign calls may be tracked, recorded, transcribed and analysed where enabled; WAYNAI owns the WAYNAI System; System content is licensed rather than transferred unless the Quote says otherwise; WAYNAI does not guarantee particular rankings, AI recommendations, lead volumes, sales or ROI; payment is by the method stated in the Quote or invoice unless a future direct debit arrangement is separately accepted; and the person accepting has authority to bind the Customer.
Insert before use: effective date, any Product Schedule (hyperlocal plan inclusions, ads management, website scope), and have both documents reviewed by an Australian lawyer.
