Version 2.0 | Effective 7 May 2025

Welcome to Empire Amplify Pty Ltd (ACN 55 684 434 277) ("Empire Amplify," "we," "us," or "our"). These Terms of Business ("Terms") govern your access to and use of our website, www.empireamplify.com.au ("Website"), and the marketing services we provide to EmpireOne members ("Services"). By using our Services, you agree to be bound by these Terms.

1. Introduction

1.1 Website and Services. The Website is operated by Empire Amplify Pty Ltd and provides EmpireOne members with access to our marketing services, including but not limited to Search Engine Optimisation (SEO), Pay-Per-Click (PPC), Social Advertising, Amazon Ads, Landing Page Design, Email Marketing, Content Writing, Reputation Management, Photography/Videography, and Link Building Services. These services are delivered directly by Empire Amplify and are independent of EmpireOne, though we maintain a close relationship to ensure a seamless experience.

1.2 Agreement to Terms. By using our Services, you acknowledge and agree to these Terms. These Terms constitute the entire agreement between you and Empire Amplify and cannot be varied or replaced by any other terms unless agreed in writing.

1.3 Amendments. We may amend these Terms at any time by providing written notice to you. Any amendments will apply after the notice date.

2. Service Eligibility

2.1 Eligibility Criteria. To use our Services, you must:

• Be at least 18 years old;
• Provide accurate, complete, and current information;
• Be a current EmpireOne member.

2.2 Right to Decline or Terminate. We reserve the right to decline or terminate access to our Services at our discretion.

3. Services

3.1 Description. We provide direct marketing services to EmpireOne members. Unlike EmpireOne, we are not a referral service but deliver marketing services directly. We operate as an independent business with our own systems and processes while maintaining a close relationship with EmpireOne.

3.2 Client Information. We receive certain client information from EmpireOne (with your consent) to facilitate the provision of our Services. This information sharing is designed to create a seamless experience for EmpireOne members.

3.3 Service Estimates. Any period or date for the provision of Services stated by us is an estimate only and not a contractual commitment. We will use reasonable endeavours to meet any estimated dates but will not be liable for any loss or damage suffered by you or any third party for failure to meet any estimated date.

3.4 Internet Use. You acknowledge that our Services may involve the use of the internet ("Internet Use"). We do not guarantee that such Internet Use is impenetrable, unbreachable, or safe from cyber-attacks. To the maximum extent permitted by law, we exclude all liability for any damage or loss arising from any breach or cyber-attack during Internet Use.

4. Fees and Payments

4.1 Fee Structure. Our marketing services are provided on a fee-for-service basis. All fees will be clearly outlined in a service agreement before work commences. Payment terms, including deposits and instalment plans, will be specified in the service agreement.

4.2 Non-Refundable Fees. Fees are non-refundable unless required by law or specifically stated in the service agreement.

4.3 Late Payments. We reserve the right to assess and collect late-payment charges of 5% per month on any outstanding balances of the Monthly Fee(s).

4.4 Payment Methods. Payments may be made by bank transfer, cheque, or online direct debit via our secure online payment portal. Services will commence upon receipt of the first payment, and ongoing invoices must be settled within 7 days of receipt.

5. User Obligations

5.1 Your Responsibilities. You agree to:

• Provide accurate and up-to-date information;
• Use the Services lawfully and ethically;
• Not share your account details with others;
• Not misuse, reproduce, or distribute our proprietary information without permission;
• Maintain your EmpireOne membership;
• Provide necessary marketing materials and approvals in a timely manner;
• Cooperate with our team to achieve the agreed marketing outcomes.

5.2 Feedback and Approvals. You must provide feedback and approvals within the timeframes specified in the service agreement. Failure to do so may result in delays or termination of the agreement.

5.3 Content and Data Compliance. You undertake to handle all personal data in accordance with the Privacy Act 1988 and other applicable laws. You warrant that you have obtained all necessary consents and clearances for the use of any content or data provided to us.

6. Liability

6.1 No Implied Warranties. Except as specifically stated in these Terms or any warranty statement, the agreement does not include any implied terms, conditions, or warranties regarding the quality, fitness for purpose, or performance of the Services.

6.2 Consumer Rights. If you are a consumer, nothing in these Terms restricts your rights or remedies under the Australian Consumer Law (ACL).

6.3 Exclusion of Liability. Empire Amplify are not liable for any indirect or consequential losses, including loss of turnover, profits, business, or goodwill, except to the extent imposed by the ACL.

6.4 Service Suitability. You acknowledge that it is your responsibility to ensure the Services are suitable for your intended purpose. We make no representation that the Services are fit for your specific needs.

6.5 Cancellation or Suspension. We are not liable for any loss or damage suffered if we cancel or suspend our Services, except as required by the ACL.

6.6 Indemnity. You shall indemnify us for any damages or losses arising from or as a consequence of the provision of the Services, including any breaches of personal data privacy claims.

6.7 No Guarantees. We do not guarantee specific results, including increased traffic, sales, or business activity, as a result of the provision of any of the services Empire Amplify offers.

7. Intellectual Property

7.1 Ownership. You retain ownership of your pre-existing intellectual property. We retain ownership of any intellectual property created during the provision of our Services, unless otherwise specified in writing.

7.2 License. Upon full payment, you will receive a license to use any deliverables created for your business for their intended purpose.

7.3 Brand Assets. You grant us permission to use your brand assets for the purpose of delivering our Services. We may request permission to use the work in our portfolio, which you may decline.

7.4 Confidential Information. Both parties agree to maintain the confidentiality of all information identified as confidential or that ought reasonably to be considered confidential.

8. Cancellation and Termination

8.1 Cancellation by You. You may cancel Services in accordance with the cancellation policy specified in your service agreement. Cancellation may incur fees based on work already completed.

8.2 Termination by Us. We may terminate your access to our Services if:

• You violate these Terms;
• You engage in fraudulent or inappropriate conduct;
• You fail to make required payments;
• You cease to be an EmpireOne member.

8.3 Termination Notice. After the initial term specified in the service agreement, either party may terminate the agreement by providing 60 days' written notice.

8.4 Early Termination. If you terminate the agreement before the end of the initial term, you will be liable for the remaining balance of the contract as a vast majority of the work executed is frontloaded at the beginning of your contract.

9. Limitation of Liability

9.1 Exclusion of Liability. To the fullest extent permitted by law, we are not liable for any direct, indirect, incidental, or consequential damages resulting from your use of our Services.

9.2 Liability Cap. Our total liability for any claim arising from our Services will not exceed the total amount paid by you for the specific service giving rise to the claim.

10. Force Majeure

10.1 Force Majeure Event. Neither party is liable for failure to perform obligations due to a Force Majeure Event (e.g., natural disasters, pandemics, or other events beyond reasonable control).

10.2 Notice and Mitigation. The affected party must notify the other party of the Force Majeure Event and take reasonable steps to mitigate its effects.

10.3 Suspension or Cancellation. If the Force Majeure Event prevents performance for more than 60 days, either party may suspend or cancel the agreement by written notice.

11. Privacy

11.1 Privacy Policy. Our Privacy Policy governs how we collect, store, and use your personal data. By using our Services, you consent to our data practices. The Privacy Policy can be found at www.empireamplify.com.au/privacy-policy.

12. Amendments

12.1 Right to Amend. We reserve the right to amend these Terms. Updates will be posted on our Website, and continued use of the Services constitutes acceptance of the amended Terms.

13. Governing Law

13.1 Jurisdiction. These Terms are governed by the laws of Victoria, Australia. Any disputes must be resolved in Victorian courts.

14. General

14.1 Termination for Breach. We may terminate the agreement if we reasonably believe you have breached these Terms or committed fraud, and the breach is not remedied within the provided time.

14.2 Notices. Notices must be in writing and delivered personally, by email, or by pre-paid mail. Email notices are deemed received upon confirmation of successful transmission.

14.3 No Waiver. Failure to enforce any term does not constitute a waiver of rights.

14.4 Severability. If any term is unenforceable, it will be read down or severed without affecting the remaining terms.

15. Definitions

• ACL: Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth).
• Agreement: These Terms and any annexures or schedules.
• Consumer: As defined in the ACL.
• Customer (you or your): The person acquiring Services from us.
• Empire Amplify (we, us, or our): Empire Amplify Pty Ltd (ACN 55 684 434 277).
• Force Majeure Event: An event beyond reasonable control, including natural disasters, pandemics, or industrial disputes.
• Services: Marketing services provided by us.
• Terms: These Terms and Conditions.

Service-Specific Terms

The following sections outline additional terms specific to each service provided by Empire Amplify. These terms supplement the general Terms above and apply to the respective services.

16. Search Engine Optimisation (SEO)

16.1 Service Description. We provide SEO services to improve the ranking and positioning of your Website for selected key phrases within search engines.

16.2 Client Responsibilities. You must:

• Provide correct access to your Website (e.g., FTP, cPanel, CMS) for optimisation purposes.
• Respond to requests by email or telephone within ten (10) working days.
• Ensure that the key phrases and Website content do not violate any laws or infringe on third-party intellectual property rights.

16.3 No Guarantees. We do not guarantee specific results, including increased traffic, sales, or business activity. SEO performance is subject to search engine policies and other factors beyond our control.

16.4 Guarantee Conditions. Any performance guarantees do not apply if:

• Changes are made to the Website by third parties that adversely affect rankings.
• The Website is offline due to reasons not caused by us.
• Google releases an algorithm update, and suggested changes are not implemented by you.

16.5 Indemnity. You shall indemnify us for any claims or damages arising from the use of key phrases or Website content that infringe on third-party rights.

17. Paid Media: Pay Per Click (PPC) & Paid Social

17.1 Service Description. We manage digital advertising campaigns on platforms such as Google, Bing, Facebook, LinkedIn, and WeChat to improve the performance of your advertising efforts.

17.2 Client Responsibilities. You must:

• Provide access to relevant advertising accounts (e.g., Google Ads, Facebook Business Manager).
• Approve ad content, including copy and creative assets.
• Ensure that all provided assets comply with legal, trademark, and patent requirements.

17.3 No Guarantees. We do not guarantee specific results from advertising campaigns. Performance is subject to platform policies and market conditions.

17.4 Fee Structure. Service fees are based on a percentage of media spend, as outlined in the service agreement. If not specified, the following default fee structure applies:

• 20% of total media spend for monthly spend between AUD$10,000 and AUD$15,000.
• 18% for spend between AUD$15,001 and AUD$25,000.
• 16% for spend between AUD$25,001 and AUD$40,000.
• 15% for spend above AUD$40,001.

17.5 Ad Revisions. One round of revisions is included per ad. Additional revisions may incur extra fees, subject to your approval.

18. Social Advertising

18.1 Service Description. We provide social media advertising services on platforms such as Meta, Instagram, LinkedIn, and Tiktok.

18.2 Client Responsibilities. You must:

• Provide access to social media accounts.
• Approve ad content and targeting strategies.
• Pay media spend directly or through us, as agreed.

18.3 No Control Over Policies. We have no control over the policies of social media platforms regarding ad content or targeting.

18.4 Ad Revisions. One round of revisions is included per ad. Additional revisions may incur extra fees, subject to your approval.

19. Amazon Ads Service

19.1 Service Description. We manage advertising campaigns on Amazon to enhance your product visibility and sales.

19.2 Client Responsibilities. You must:

• Provide all necessary product information, brand guidelines, and approvals for campaign elements.
• Ensure that all materials comply with Amazon's policies and applicable laws.

19.3 No Guarantees. We do not guarantee specific results from Amazon Ads. Performance is subject to Amazon's policies and market conditions.

19.4 Intellectual Property. We own all ad creatives and copy created for the campaign. You are granted a license to use these materials solely on Amazon during the campaign term.

20. Landing Page Design & Development

20.1 Service Description. We design and develop custom landing pages, including one round of minor design revisions and up to 300 words of copy (unless provided by you).

20.2 Client Responsibilities. You must:

• Provide necessary content, images, branding files, and approvals within 24 hours to avoid delays.
• Ensure that all provided materials comply with applicable laws.

20.3 Completion Timeline. We aim to complete the landing page within 14 business days, subject to timely approvals. Delays in approvals will result in project delays.

21. Email Marketing

21.1 Service Description. We provide email marketing services, including campaign creation, management, and reporting.

21.2 Client Responsibilities. You must:

• Provide all necessary content, recipient lists, and ensure compliance with the Australian Spam Act 2003.
• Review and approve all email campaigns before distribution.

21.3 No Guarantees. We do not guarantee specific results from email campaigns, such as open rates or conversions.

21.4 Data Protection. We will take reasonable steps to protect personal data in accordance with the Privacy Act 1988. You warrant that all data provided has been lawfully obtained.

22. Content Writing

22.1 Service Description. We provide premium content writing services, including one round of minor revisions.

22.2 Client Responsibilities. You must:

• Provide a completed content questionnaire with sufficient detail.
• Approve content within ten (10) business days.
• Provide any necessary images or branding files.

22.3 Upload Permissions. If you do not provide approval within ten (10) business days, we reserve the right to upload the content to your Website if we have the necessary access.

23. Reputation Management

23.1 Service Description. We provide Online Reputation Management (ORM) services to improve your online presence and demote negative content in search results.

23.2 Client Responsibilities. You must:

• Provide access to relevant accounts and ensure your Website remains online.
• Not make changes to the Website that could adversely affect our efforts.

23.3 No Guarantees. We do not guarantee specific results, as reputation management is subject to search engine policies and third-party actions.

23.4 Guarantee Conditions. Any performance guarantees do not apply if changes are made to the Website by third parties or if the Website is offline due to reasons not caused by us.

24. Photography/Videography

24.1 Service Description. We provide photography and videography services, including one round of minor revisions.

24.2 Client Responsibilities. You must:

• Provide a completed brief or attend a briefing session.
• Approve content within three (3) business days.
• Ensure a representative is present on the day of shooting.

24.3 Licensing. Upon full payment, you receive a license to use the photographs/videos for 12 months. Licensing can be renewed or purchased outright as per the terms in the service agreement.

24.4 Overtime Fees. If shooting extends beyond standard hours, overtime fees will apply as specified in the service agreement.

25. Link Building Services

25.1 Service Description. We provide link building services to enhance your Website's authority and search engine rankings by acquiring backlinks from reputable sources.

25.2 Client Responsibilities. You must:

• Provide necessary access and information.
• Not make changes to the Website that could adversely affect the backlinks.

25.3 No Guarantees. We do not guarantee specific rankings or traffic increases. Link building effectiveness depends on various factors, including Website content and industry competitiveness.

25.4 Termination. Upon breach of contract, we reserve the right to remove all links built for you.

26. Dispute Resolution

26.1 Negotiation. In the event of a dispute, both parties will first attempt to resolve it through good faith negotiation within 14 days.

26.2 Mediation. If negotiation fails, the dispute will be referred to mediation administered by the Australian Disputes Centre.

26.3 Arbitration. If mediation fails within 60 days, the dispute will be resolved by arbitration under the Australian Centre for International Commercial Arbitration (ACICA).

26.4 Continued Performance. Both parties will continue to perform their obligations during the dispute resolution process.

26.5 Costs. The client shall bear all costs arising from negotiation and mediation if it is determined that we have not breached the agreement. All arbitration costs shall be borne by the client.