CTA Success — Terms of Service

1. About These Terms

These Terms of Service ("Terms") govern the supply of services by CTA Success ("CTA Success", "we", "us" or "our") to the person or entity purchasing or using those services ("Client", "you" or "your").

By accepting a quote or proposal, signing an agreement, paying an invoice, purchasing a service or otherwise instructing us to commence work after being provided with these Terms, you agree to be bound by them.

Any written proposal, quote, statement of work or service agreement accepted by both parties forms part of the agreement and should be read together with these Terms.

If there is an inconsistency, the specific written terms of an accepted proposal or statement of work will prevail to the extent of that inconsistency.

2. Our Services

CTA Success may provide services including:

• website design and development;
• landing pages;
• website hosting and management;
• website maintenance;
• digital marketing;
• Meta advertising;
• Google advertising;
• lead generation;
• CRM implementation;
• business automation;
• email and SMS automation;
• appointment and booking systems;
• analytics and conversion tracking;
• Meta Pixel and conversion tracking;
• reporting;
• integrations; and
• related digital services.

The exact services supplied to a Client will be those specified in the relevant quote, proposal, invoice, package or statement of work.

3. Quotes and Scope

Unless otherwise stated, quotes are valid for 30 days.

The price quoted covers only the work specifically described in the applicable proposal or scope.

Work requested outside the agreed scope may incur additional charges.

Before undertaking material additional work, we will generally notify you that the requested work falls outside the existing scope and, where appropriate, provide an additional quote or obtain approval.

4. Client Responsibilities

You agree to provide us with information, content, approvals, access credentials and other materials reasonably required to perform the services.

You are responsible for ensuring that information and materials supplied to us are accurate, lawful and that you have the necessary rights or permissions to use them.

Delays in providing information, content, approvals or access may delay delivery.

You are responsible for reviewing work provided for approval and notifying us of errors or requested changes within a reasonable period.

5. Website Projects

Unless otherwise agreed in writing, website projects may include the pages, functionality and revisions specified in the relevant package, quote or proposal.

Any additional pages, functionality, integrations, custom development or significant design changes outside that scope may be separately charged.

Estimated delivery dates are estimates unless expressly stated to be fixed deadlines.

Delivery may be affected by factors including:

• delays in receiving client content;
• delayed approvals;
• third-party platform issues;
• changes in scope;
• integration complexity; and
• circumstances outside our reasonable control.

6. Revisions

The number and scope of included revisions will be specified in the relevant service package or proposal.

A revision means a reasonable modification to work already produced within the agreed scope. A revision does not include a substantially new concept, major redesign, new functionality or material expansion of the original scope.

Additional revisions may be charged at our then-current rate, provided the additional charge is disclosed and agreed before the additional work is undertaken.

7. Client Content

You retain ownership of original content you provide to us.

You grant CTA Success a non-exclusive licence to use, reproduce, modify and process that content as reasonably necessary to provide the services.

You warrant that you have all rights, licences and permissions necessary for materials you provide to us.

You must not provide material that infringes intellectual property rights, privacy rights or other legal rights.

8. Intellectual Property

Unless otherwise agreed in writing and subject to full payment of all amounts due, ownership of bespoke final website design and original deliverables specifically created by CTA Success for the Client will transfer to the Client upon full payment.

CTA Success retains ownership of:

• pre-existing intellectual property;
• internal tools;
• reusable frameworks;
• methodologies;
• templates;
• know-how;
• generic components;
• software or code licensed rather than sold; and
• materials owned by third parties.

Third-party software, fonts, plugins, images, themes, platforms and other assets remain subject to their respective licence terms.

Where a website or service relies on CTA Success's hosted infrastructure, SaaS platform, licensed software or subscription services, the Client's ability to use those components may depend on maintaining the applicable subscription.

9. Portfolio Rights

Unless you request otherwise in writing, you grant CTA Success permission to display publicly available versions or screenshots of completed work for reasonable portfolio and promotional purposes, including on our website, social media and proposals.

We will not intentionally disclose confidential information through portfolio use.

If you notify us in writing that a project is confidential, we will not publicly showcase it without your permission.

10. Fees and Payment

Fees are stated in the relevant quote, proposal, invoice or package.

Unless otherwise specified:

• invoices must be paid by their stated due date;
• deposits may be required before work begins;
• recurring services are billed according to the agreed billing cycle; and
• third-party costs and advertising spend are separate unless expressly included.

Where GST applies, prices will be treated as GST-inclusive or GST-exclusive as stated in the relevant quote or invoice.

We may suspend services for overdue invoices after providing reasonable notice, except where doing so would contravene applicable law.

11. Deposits and Project Cancellation

Where a deposit is required, it reserves project capacity and contributes toward work performed.

If you cancel a project after work has commenced, you remain responsible for fees for services already performed and any non-cancellable third-party costs reasonably incurred on your behalf.

Any entitlement to a refund will be determined having regard to work performed, amounts paid, applicable law and your rights under the Australian Consumer Law.

Nothing in this section excludes any refund, cancellation or other remedy that you are legally entitled to receive.

12. Recurring Website Management and Hosting

Where you purchase a recurring website management, maintenance or hosting service, inclusions will be specified in your selected package or agreement.

Recurring services may include:

• hosting;
• SSL management;
• technical maintenance;
• minor content changes;
• form monitoring;
• software/platform management; and
• support.

"Minor changes" do not include substantial redesigns, additional pages, custom development or new functionality unless expressly included.

Unused monthly maintenance time does not accumulate unless otherwise agreed.

13. Recurring Subscriptions and Cancellation

Recurring services continue for the agreed subscription period and renew according to the billing arrangement disclosed when you purchase the service.

Unless a minimum term has been expressly agreed, you may request cancellation by providing written notice before your next billing date.

Cancellation takes effect in accordance with the applicable billing arrangement disclosed to you.

Amounts already properly charged for services supplied are not automatically refundable merely because you change your mind, subject always to rights and remedies that cannot be excluded under applicable law.

We will not impose cancellation terms inconsistent with the Australian Consumer Law.

14. Hosting, Domains and Third-Party Platforms

Our services may rely on third parties such as:

• platform providers;
• domain registrars;
• hosting providers;
• payment processors;
• Google;
• Meta;
• email and SMS providers;
• analytics providers;
• APIs; and
• other software platforms.

Third-party platforms may experience outages, modify functionality, change pricing, suspend accounts or change their terms.

CTA Success does not control third-party platforms and cannot guarantee their uninterrupted operation.

We remain responsible for our own obligations and will provide our services with due care and skill as required by applicable law.

15. Domain Names

Unless otherwise agreed, clients are encouraged to own and maintain registration of their own domain names.

Where CTA Success registers or manages a domain on your behalf, you must provide accurate registration information and pay applicable registration and renewal fees.

CTA Success is not responsible for loss of a domain caused by your failure to pay renewal fees or maintain required account information where we have appropriately notified you of those requirements.

16. Digital Advertising

Where CTA Success manages advertising, advertising spend payable to platforms such as Meta or Google is separate from our management fees unless expressly stated otherwise.

You are responsible for approving advertising budgets.

We may manage:

• campaign structure;
• targeting;
• creative implementation;
• tracking;
• testing;
• optimisation; and
• reporting,

as specified in the applicable service agreement.

17. No Guarantee of Marketing Results

Marketing performance depends on numerous factors outside CTA Success's control, including:

• market conditions;
• competition;
• advertising budget;
• pricing;
• offer quality;
• sales processes;
• website performance;
• consumer demand;
• platform algorithms; and
• actions taken by third-party advertising platforms.

Accordingly, unless expressly guaranteed in writing, CTA Success does not promise a specific number of leads, sales, customers, revenue, return on advertising spend, search ranking or other commercial result.

This does not limit any guarantee or obligation that cannot lawfully be excluded.

18. Advertising Accounts

Where practical, advertising accounts should be owned by the Client and CTA Success should be granted appropriate management access.

The Client remains responsible for complying with applicable platform policies and for the legality and accuracy of information supplied for advertisements.

CTA Success may refuse to publish material that we reasonably believe is unlawful, misleading or in breach of applicable platform rules.

19. CRM and Automation

Automation systems may include email, SMS, lead routing, booking notifications, follow-ups and CRM workflows.

You acknowledge that automated systems require accurate configuration and appropriate client data.

You are responsible for ensuring you have appropriate consent and legal authority to contact recipients using lists or data you provide to us.

CTA Success does not authorise clients to send spam or unlawful electronic communications.

20. Email and SMS Charges

Where email, SMS, telephone or other usage-based services incur third-party charges, those charges may be billed separately or passed through to you as disclosed in your service agreement.

Rates may change if third-party providers change their pricing.

21. Client Approvals

Where we provide material for approval, you are responsible for checking matters including:

• spelling;
• prices;
• business details;
• claims;
• contact information;
• product/service descriptions;
• images; and
• legal or regulatory information specific to your business.

Approval authorises us to proceed on the basis of the material approved.

This does not exclude responsibility that applicable law places on CTA Success.

22. Confidentiality

Each party must take reasonable steps to protect confidential information received from the other party and must not disclose it except:

• as required to provide the services;
• with permission;
• to professional advisers or contractors who reasonably require access and are subject to appropriate obligations; or
• where disclosure is required by law.

23. Security and Credentials

You must take reasonable steps to protect passwords and account credentials.

You should promptly notify CTA Success if you become aware of unauthorised access affecting systems we manage for you.

CTA Success will take reasonable precautions appropriate to the services we provide but cannot guarantee that internet-connected systems will never experience security incidents.

24. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other right that cannot lawfully be excluded.

Where the Australian Consumer Law applies, services may carry guarantees including that they will be provided with due care and skill, be reasonably fit for an applicable disclosed purpose, and be supplied within a reasonable time where no time is fixed.

25. Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect or consequential loss that was not reasonably foreseeable as a result of a breach.

To the extent permitted by law, CTA Success's liability will be reduced to the extent that loss was caused or contributed to by:

• the Client;
• inaccurate information supplied by the Client;
• unauthorised modifications made by the Client or third parties;
• third-party systems outside our reasonable control; or
• the Client's failure to follow reasonable instructions.

Nothing in these Terms excludes or limits liability where doing so would be unlawful.

26. Indemnity

To the extent permitted by law, you indemnify CTA Success against third-party claims, losses or liabilities arising directly from materials or instructions supplied by you that infringe another person's intellectual property or other legal rights, except to the extent that the claim, loss or liability was caused or contributed to by CTA Success.

27. Suspension

We may temporarily suspend affected services where reasonably necessary because of:

• non-payment after reasonable notice;
• unlawful use;
• material security risk;
• serious breach of these Terms; or
• requirements imposed by a third-party platform or law.

Where reasonably possible, we will notify you and provide an opportunity to remedy the issue before suspension.

28. Termination

Either party may terminate an ongoing service in accordance with any applicable minimum term, notice period or cancellation arrangement specified in the relevant proposal or subscription.

Either party may terminate an agreement for a material breach that is not remedied within a reasonable period after written notice, where the breach is capable of remedy.

Termination does not affect accrued rights or amounts properly payable for services already supplied.

29. Handover Following Termination

Following termination and payment of outstanding amounts, we will provide reasonable cooperation to transfer Client-owned assets under our control.

Third-party licences, subscriptions, hosted software and CTA Success-owned technology are not transferred unless expressly agreed.

Additional migration or handover work beyond reasonable standard handover may be separately quoted.

30. Disputes

If a dispute arises, each party agrees to first attempt to resolve it in good faith by communicating with the other party.

A party should provide written details of the issue and the outcome sought.

Nothing in this clause prevents either party from seeking urgent relief or exercising rights available under applicable consumer law.

31. Governing Law

These Terms are governed by the laws applicable in New South Wales, Australia.

Subject to any rights regarding jurisdiction that cannot lawfully be excluded, the parties submit to the courts and tribunals having jurisdiction in New South Wales.

32. Changes to These Terms

We may update these Terms from time to time.

Updated Terms will apply to future purchases and, for ongoing services, only to the extent permitted by law and after reasonable notice where a change materially affects the Client's rights or obligations.

33. Severability

If any provision of these Terms is determined to be invalid or unenforceable, it will be read down to the extent necessary where possible. The remaining provisions continue in effect.

34. Entire Agreement

These Terms together with any accepted proposal, quote, statement of work or service agreement constitute the agreement between the parties concerning the relevant services and supersede prior discussions concerning those services, except where otherwise agreed in writing.

35. Contact

Questions regarding these Terms can be directed to: