TERMS & CONDITIONS

VSBL PTY LTD (ACN 163 187 559)

Trading as Visible Online Marketing and branding “GoVisible”

(“VSBL”, “Visible”, “GoVisible”, “we”, “our”, “us”)

1. Introduction

1.1 These Terms and Conditions (“Terms”) apply to all Services and Subscriptions provided by VSBL Pty Ltd (ACN 163 187 559) trading as Visible Online Marketing and branding GoVisible (“VSBL”).

1.2 By engaging Visible or subscribing to GoVisible, you (“Client”, “you”, “your”) agree to these Terms and the attached Commercial Proposal, Order Form or Subscription Agreement (collectively, the “Agreement”).

1.3 This Agreement supersedes all prior terms, discussions or understandings unless expressly agreed in writing.

2. Definitions

In these Terms:

Agency Services means digital marketing services provided by Visible Online Marketing, including without limitation SEO, Google Ads, social media advertising, email marketing, content creation, design, analytics, conversion tracking, consulting, and related services.

GoVisible refers to VSBL’s branded SaaS CRM and marketing platform built on the GoHighLevel (GHL) system and LeadConnector infrastructure.

Platform means the GoVisible system, inclusive of CRM, pipelines, messaging, automations, funnels, landing pages, websites, reporting, scheduling, integrations and related tools.

Subscription means a paid access plan to GoVisible.

LC or LeadConnector means the infrastructure provider for messaging, email, phone, and core platform services used by GoVisible.

Third-Party Services include systems such as Google, Meta, LinkedIn, TikTok, GoHighLevel, Keeper, LeadConnector, Cloudflare, WordPress, Shopify, Twilio, Stripe, Make.com, Zapier, and any external platform.

Commercial Terms means the specific agreed pricing, inclusions, and scope.

Client Data includes any data, content, personal information or materials supplied by the Client or collected on their behalf.

3. Contract Formation

3.1 A binding Agreement is formed when:

You sign a Commercial Terms document; or

You accept a proposal in writing or electronically; or

You commence using the Services or Subscription; or

You purchase an offering online; or

You make your first payment.

3.2 The Client warrants that it has independently assessed its business needs before engaging VSBL and is not relying on any representation outside this Agreement.

3.3 All Client instructions must be provided in writing (email acceptable). Visible is not responsible for errors arising from verbal-only instructions.

4. Scope of Services

4.1 Agency Services (Visible Online Marketing)

These may include (as agreed):

Digital marketing retainers

SEO

Google Ads, Meta Ads and social ads

Email marketing

Content creation

Website development (project-based)

Analytics setup and reporting

Automation, workflow or CRM setup (if included in retainer)

AI and integration tools (if included)

4.2 GoVisible SaaS Platform

GoVisible provides the Client with access to:

CRM and pipelines

Automations and workflows

Email/SMS messaging (billed through LC usage rates)

Funnels, websites & landing pages

Scheduling & calendars

Reporting

Social posting tools

Payments & invoices

Integrations and API tools

Additional features as made available by GHL/LeadConnector

Unless expressly included in the Client’s package, GoVisible does not include:

Done-for-you build services

Custom automation development

CRM implementation

Integrations or API work

Funnel/website builds

Consulting or strategy

Custom coding

These can be purchased separately as GoVisible Onboarding or GV Consulting Hours.

4.3 Workshops, Sprints & Consulting Sessions

4.3.1 Scope

This clause applies to all workshops, sprints, live sessions, group programs, consulting engagements, strategy sessions, training events and similar services delivered by VSBL, whether online or in person (“Workshops”).

4.3.2 No Refunds (Unless Expressly Stated)

Unless otherwise expressly stated in the applicable landing page, proposal, order form or workshop-specific terms:

(a) Workshop fees are strictly non-refundable;

(b) Failure to attend a Workshop, including but not limited to no-shows, late arrival, early departure, or technical issues experienced by the Client, does not entitle the Client to a refund, credit or reschedule;

(c) The Client acknowledges that, upon purchase, a seat is reserved and capacity may be limited.

Where a specific guarantee, refund policy or credit arrangement is offered, it will apply only to that Workshop and only in accordance with the terms expressly stated in the relevant promotional or registration materials.

4.3.3 Recordings & Materials

Where recordings, replays or materials are provided:

(a) access is provided for convenience only and does not replace live participation;

(b) access may be time-limited and subject to revocation, or unavailable due to technical issues, content sensitivity, or other reasons;

(c) VSBL does not guarantee the availability, completeness or ongoing access to any recording;

(d) all materials and recordings are provided for the Client’s personal use only and must not be shared, reproduced, distributed or published without prior written consent. Privacy of all attendees is paramount, and attendees must not disclose or share any confidential information shared by any participant.

4.3.4 No Guarantees of Outcomes

Workshops provide education, frameworks, guidance and strategic insight only.

VSBL does not guarantee any specific outcome, result, revenue, lead volume, ranking, conversion rate or business performance arising from participation in a Workshop.

Implementation, execution and results remain the sole responsibility of the Client.

4.3.5 Conduct & Removal

VSBL reserves the right to remove any participant from a Workshop (without refund) where the participant’s behaviour is disruptive, inappropriate, unlawful, or reasonably considered to negatively impact other participants or the delivery of the Workshop.

4.3.6 Australian Consumer Law

Nothing in this clause or these Terms excludes, restricts or modifies any rights the Client may have under the Australian Consumer Law that cannot be excluded by law.

4.3.7 Coaching & Advisory Disclaimer

The Client acknowledges that any coaching, consulting, mentoring or advisory services provided by VSBL are educational and strategic in nature only.

VSBL does not provide legal, financial, accounting, tax, medical, psychological or therapeutic advice, and nothing provided during a Workshop, consulting engagement or coaching program should be relied upon as such.

The Client remains solely responsible for all business decisions, actions taken, and outcomes achieved, whether or not such actions were discussed or suggested during coaching or consulting sessions.

Participation in coaching or consulting services does not create a fiduciary, partnership, employment or agency relationship between the Client and VSBL.

5. Payment, Billing & Fees

5.1 Agency Services

Retainers are billed monthly in advance and require 30 days’ written notice to cancel.

Project work (e.g., websites) is billed in phases with milestone payments. Deposits and amounts paid are non-refundable.

Additional services outside the agreed scope are billed at $150/hour + GST unless otherwise stated.

5.2 GoVisible SaaS

Subscriptions renew automatically monthly or annually unless cancelled.

Fees are non-refundable.

SMS, phone, and email usage fees (LC/Twilio) are on-charged to the Client.

Payment failures will result in a 14-day grace period, after which Visible may suspend or terminate access.

Account data will be deleted 60 days after termination if not reactivated, unless retention is required by law

5.3 General Billing Terms

Late payments may incur interest of 1% per month, charged daily.

VSBL may pause work or suspend accounts for unpaid invoices.

The Client is responsible for paying all third-party budgets directly (Google Ads, Meta, etc.) unless agreed in advance.

VSBL may allocate payments to outstanding invoices as it sees fit.

Debt recovery costs are payable by the Client on a full indemnity basis.

6. Platform Access, Suspension & Termination (GoVisible)

6.1 The Client receives a revocable, non-exclusive, non-transferable licence to access the Platform during an active Subscription.

6.2 Visible may suspend or terminate access immediately if:

Payment is overdue beyond 14 days;

The Client engages in misuse or illegal activity;

The Client breaches the Acceptable Use conditions;

Visible reasonably believes the Client’s activity risks the security or stability of the Platform.

6.3 Upon cancellation:

Access ends immediately;

CRM data can be exported (raw CSV) upon request;

Full snapshot exports may be provided if approved internally;

Account and data are permanently deleted after 60 days.

7. Client Responsibilities

The Client must:

Provide accurate and lawful data;

Ensure access credentials are secure;

Maintain compliance with Australian Privacy Act requirements;

Not misuse the Platform or Services;

Not engage in spam, unlawful messaging, phishing or prohibited content;

Ensure all advertising budgets are paid directly to the relevant platforms.

7.1 Not engage in conduct that constitutes spam, phishing, misleading communications, harassment, unlawful activity, or misuse of messaging systems, data or platforms (“Acceptable Use”)

8. Support

8.1 GoVisible clients receive access to:

24/7 support via our global support team (Extendly),

GHL internal support chat, and

Additional support from Visible where included in their plan.

8.2 Visible is not liable for:

Advice or actions taken by GHL or LC support staff;

Delays caused by third-party support systems;

Changes or outcomes resulting from GHL or LC support interventions.

9. Third-Party Platforms & Dependencies

9.1 The Client acknowledges that VSBL relies on third-party services including GHL, LeadConnector, Google, Meta, Twilio, email providers, hosting providers, and integration platforms.

9.2 VSBL is not liable for:

Outages, downtime or service interruptions;

Algorithm or policy changes;

Updates, bugs, or disruptions to GHL, LC or any third-party systems;

Loss of performance, ranking, deliverability or ad results caused by external changes;

Platform discontinuation or feature removal.

9.3 The Client remains solely responsible for compliance with policies of all third-party platforms.

10. Intellectual Property

10.1 The Client warrants that all content they provide is legally owned or licensed. They indemnify VSBL for any claims arising from unauthorised use.

10.2 Except for Client Data, all IP created by Visible or GoVisible remains the exclusive property of VSBL, including:

Workflows & automations

Templates, funnels, websites

Code, scripts, API integrations

Strategy documents

AI prompts

Processes, frameworks, and proprietary systems

10.3 VSBL grants the Client a licence to use the deliverables only while all fees are paid and the Agreement remains active.

10.4 No IP rights transfer until full payment is received.

10.5 VSBL may showcase Client logos, results or websites for promotional purposes unless the Client objects in writing.

11. Confidentiality

11.1 Both parties must keep confidential all non-public information disclosed during the engagement.

11.2 Exceptions include information:

Already in the public domain,

Required by law to be disclosed.

12. Indemnities & Limitations of Liability

12.1 To the extent permitted by law, VSBL’s liability is limited to the amount paid by the Client in the preceding 3 months.

12.2 VSBL is not liable for:

Indirect, consequential, special or economic loss;

Loss of profit, opportunity or goodwill;

Errors arising from third-party platforms;

Client misuse, misconfiguration, or unauthorised access;

Delays caused by Client inaction;

Changes made by the Client or external parties to any setup completed by VSBL.

12.3 The Client indemnifies VSBL against all claims, losses, damages or costs arising from:

Breach of these Terms;

Misuse of the Platform;

Illegal or harmful content;

Negligence or misconduct.

13. Termination

13.1 Retainers may be terminated with 30 days’ written notice.

13.2 Project contracts terminate upon completion of deliverables and payment of all amounts owed.

13.3 VSBL may terminate immediately for:

Illegal, unethical or harmful activity;

Non-payment;

Reputational risk;

Serious breach.

13.4 Upon termination:

Work ceases immediately unless otherwise agreed;

All fees owed remain payable;

IP rights remain with VSBL until fully paid;

Platform access ends (GoVisible).

14. Privacy & Data Handling

14.1 VSBL complies with the Australian Privacy Act 1988 (Cth).

14.2 The Client remains responsible for ensuring that all data they upload or process through the Platform complies with Australian privacy laws.

14.3 VSBL does not guarantee compliance with privacy laws for actions taken by the Client.

15. Dispute Resolution

15.1 Parties must attempt to resolve disputes through good faith negotiation.

15.2 If unresolved, parties agree to mediation in Western Australia before commencing court proceedings.

15.3 This Agreement is governed by the laws of Western Australia.

16. Miscellaneous

16.1 If any clause is unenforceable, the remainder remains in force.

16.2 Variations must be in writing and signed by both parties.

16.3 This Agreement constitutes the entire agreement between the parties.