Effective Date: 23 Apr 2025

Please read these Terms and Conditions carefully before using the Novaflow Digital website. By accessing or using novaflowdigital.com.au (the “Website”), you agree to be bound by these Terms and Conditions (“Terms”). If you do not agree to these Terms, you must discontinue use of the Website immediately.

These Terms govern your use of the Website and, together with any service agreements or statements of work entered into between you and Novaflow Digital, form the entire legal agreement between you and us.

1. About Us

Novaflow Digital (“we”, “us”, “our”) is an Australian digital marketing agency specialising in Google Ads, Meta Ads, TikTok Ads, and content creation services for schools and educational institutions. We operate nationally across Australia and service clients internationally.

Trading Name: Novaflow Digital
Country of Operation: Australia
Contact Email: james@novaflowdigital.com.au
Phone: 0427 254 181
Website: novaflowdigital.com.au

2. Acceptance of Terms

By accessing or using the Website, booking a consultation, submitting an enquiry, completing a marketing audit form, or engaging our services, you confirm that:

• you are at least 18 years of age or are accessing the Website with the consent of a parent or legal guardian;
• you have the legal capacity and authority to enter into a binding agreement;
• where you are acting on behalf of a school, college, or other organisation, you are authorised to bind that organisation to these Terms; and
• you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated into these Terms by reference.

These Terms are governed by and construed in accordance with the laws of the State of Queensland, Australia, and the laws of the Commonwealth of Australia. You irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland and the Federal Court of Australia.

3. Applicable Laws

These Terms are prepared and maintained in compliance with, and nothing in these Terms is intended to exclude, restrict, or modify any right or remedy you may have under, the following applicable laws:

• Australian Consumer Law (ACL), contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
• Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs);
• Spam Act 2003 (Cth);
• Electronic Transactions Act 1999 (Cth);
• Copyright Act 1968 (Cth);
• Trade Marks Act 1995 (Cth);
• Fair Trading Acts of the applicable Australian states and territories; and
• where applicable, the EU General Data Protection Regulation (GDPR) 2016/679.

4. Use of the Website

4.1 Permitted Use

You may use this Website for lawful purposes only, in accordance with these Terms. You are permitted to browse the Website, submit enquiries, book consultations, and access publicly available content for your personal or professional informational use.

4.2 Prohibited Conduct

You must not use the Website or any of its content to:

• violate any applicable local, state, national, or international law or regulation;
• transmit any unsolicited or unauthorised advertising or promotional material (spam);
• impersonate any person or entity, or falsely represent your affiliation with any person or entity;
• upload, transmit, or distribute any content that is defamatory, offensive, obscene, fraudulent, or otherwise unlawful;
• introduce any virus, trojan horse, malware, spyware, or other harmful code or material;
• attempt to gain unauthorised access to any part of the Website, our servers, or any systems or networks connected to the Website;
• collect or harvest any personal information about other users of the Website without their consent;
• use any automated tool, scraper, bot, or data mining process to access, extract, or index content from the Website without our prior written consent;
• reverse engineer, decompile, or disassemble any software or technology used to operate the Website; or
• engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, in our reasonable opinion, may expose us or our users to liability or reputational harm.

We reserve the right to terminate or restrict your access to the Website at any time, without notice, if we reasonably believe you have breached any of the above prohibitions or these Terms generally.

5. Our Services

5.1 Nature of Services

Novaflow Digital provides digital marketing services including, but not limited to, Google Ads management, Meta (Facebook and Instagram) Ads management, TikTok Ads management, retargeting campaigns, and content creation, primarily for schools and educational institutions.

5.2 Service Agreements

The specific scope, fees, timelines, deliverables, and terms applicable to any services we provide to you will be set out in a separate written service agreement, proposal, or statement of work agreed between us (“Service Agreement”). In the event of any inconsistency between these Terms and a Service Agreement, the Service Agreement will prevail to the extent of the inconsistency, unless the Service Agreement expressly states otherwise.

5.3 Enrolment Guarantee

Where we offer an enrolment guarantee in connection with a specific service engagement, the terms, conditions, eligibility criteria, and remedies applicable to that guarantee will be set out expressly in the relevant Service Agreement. Any guarantee is subject to your compliance with the terms of the Service Agreement, including timely payment of fees, provision of required materials, and cooperation with our campaign management process. We reserve the right to vary or withdraw any guarantee offer at our absolute discretion prior to the execution of a Service Agreement.

5.4 No Guarantee of Results

Except as expressly stated in a written Service Agreement, we make no representation or warranty that the use of our services will result in any particular outcome, including a specific number of enrolments, enquiries, leads, or advertising impressions. Digital advertising performance is subject to a range of factors outside our reasonable control, including platform algorithm changes, market conditions, competitor activity, and the quality of your school’s underlying offering.

5.5 Third-Party Platforms

Our services depend on third-party advertising platforms including Google, Meta, and TikTok. We have no control over the policies, algorithms, pricing, or availability of these platforms. We accept no liability for changes to platform policies, suspension of your accounts by a platform, or any failure or interruption of third-party platform services.

6. Fees, Payment & Invoicing

6.1 Fees

Our service fees are as agreed in the applicable Service Agreement. All fees are quoted in Australian dollars (AUD) and are exclusive of Goods and Services Tax (GST) unless expressly stated otherwise. GST will be added to all invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth) where applicable.

6.2 Payment Terms

Unless otherwise specified in a Service Agreement, invoices are due and payable within 14 days of the date of issue. We reserve the right to suspend or terminate services where payment is not received by the due date.

6.3 Late Payment

We reserve the right to charge interest on overdue amounts at the rate of 10% per annum, calculated daily from the due date until the date of payment. We also reserve the right to recover any reasonable costs of collection, including legal fees, in connection with the recovery of overdue amounts.

6.4 Refunds

Subject to your rights under the Australian Consumer Law, fees paid for services are generally non-refundable once those services have commenced. Any refund entitlements in connection with a specific engagement will be set out in the relevant Service Agreement. Nothing in this clause is intended to limit any non-excludable consumer guarantee rights you may have under the ACL.

7. Intellectual Property

7.1 Our Intellectual Property

All content on this Website, including but not limited to text, graphics, logos, photographs, videos, campaign case studies, blog articles, and software, is owned by or licensed to Novaflow Digital and is protected by Australian and international intellectual property laws, including the Copyright Act 1968 (Cth) and the Trade Marks Act 1995 (Cth).

You must not reproduce, distribute, modify, republish, transmit, display, perform, or create derivative works from any content on this Website without our prior written consent, except as permitted by law or expressly authorised by us.

7.2 Limited Licence to Use the Website

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website and its content for your own personal or internal business purposes, subject to these Terms. This licence does not include the right to use our brand, logo, trade marks, or any content for commercial purposes without our written consent.

7.3 Client-Owned Materials

You retain ownership of all materials, content, assets, and information that you provide to us in connection with the delivery of our services (“Client Materials”). By providing Client Materials to us, you grant us a non-exclusive, royalty-free licence to use, reproduce, and adapt those materials solely for the purpose of delivering the agreed services.

7.4 Work Product

Unless otherwise agreed in writing in a Service Agreement, all creative work, advertising copy, ad creatives, campaign structures, strategies, and other deliverables we produce for you in connection with our services (“Work Product”) will, upon receipt of full payment of all applicable fees, be assigned to you. Prior to full payment, all Work Product remains the property of Novaflow Digital.

7.5 Portfolio & Case Study Use

Unless you have expressly requested otherwise in writing, we reserve the right to reference your school or organisation by name and to use anonymised or agreed campaign data and results as part of our marketing materials, case studies, and portfolio. We will not publish identifiable case studies without your prior written consent.

8. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the services that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”).

Neither party will disclose the other’s Confidential Information to any third party without the prior written consent of the disclosing party, except:

• to its employees, contractors, or advisers who have a need to know and are bound by equivalent confidentiality obligations;
• as required by law, a court order, or a regulatory authority; or
• where the information is or becomes publicly available through no fault of the receiving party.

The obligations of confidentiality in this clause survive the termination or expiry of any Service Agreement for a period of two (2) years.

9. Disclaimers

9.1 Website Content

The information on this Website is provided in good faith for general informational purposes only. It does not constitute professional advice — including legal, financial, marketing, or educational advice — and should not be relied upon as such. We make no representation or warranty, express or implied, as to the accuracy, completeness, reliability, suitability, or availability of any information on the Website.

9.2 Availability

We do not warrant that the Website will be available at all times, uninterrupted, or free from errors or viruses. We may suspend, restrict, or terminate access to the Website at any time without notice for maintenance, security, or other operational reasons.

9.3 External Links

Our Website may contain links to third-party websites. These links are provided for convenience only. We do not endorse, control, or accept responsibility for the content, privacy practices, or availability of any third-party website. You access linked websites at your own risk.

10. Limitation of Liability

To the maximum extent permitted by law, including the Australian Consumer Law:

• Novaflow Digital’s total aggregate liability to you for any claim arising out of or in connection with the Website, these Terms, or the services we provide — whether in contract, tort (including negligence), statute, or otherwise — is limited to the total fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim;
• we exclude all liability for indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or loss of anticipated savings, even if we have been advised of the possibility of such loss; and
• we exclude all liability for any loss or damage arising from your reliance on the Website’s content, any third-party platform, or any action taken or not taken based on information on the Website.

Nothing in these Terms limits or excludes any liability that cannot lawfully be excluded under the Australian Consumer Law or any other applicable law, including liability for death or personal injury caused by our negligence, or liability for fraud or fraudulent misrepresentation.

Consumer Guarantees Under the ACL

If you are a consumer within the meaning of the Australian Consumer Law, you may have non-excludable guarantees in relation to the services we supply. To the extent permitted by section 64A of the ACL, where such guarantees apply and the failure does not amount to a major failure, our liability is limited to resupplying the relevant services or paying the cost of having those services resupplied.

11. Indemnification

You agree to indemnify, defend, and hold harmless Novaflow Digital, its directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• your use of or access to the Website in breach of these Terms;
• your violation of any applicable law or the rights of any third party;
• any Client Materials you provide to us that infringe any third-party intellectual property rights or are otherwise unlawful; or
• any wilful misconduct or negligent act or omission on your part.

12. Privacy

Your privacy is important to us. The collection, use, storage, and disclosure of your personal information is governed by our Privacy Policy, which forms part of these Terms and is incorporated by reference. By using our Website or engaging our services, you acknowledge that you have read and understood our Privacy Policy.

We comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Spam Act 2003 (Cth), and, where applicable, the GDPR.

13. Communications & Marketing

By submitting an enquiry, booking a consultation, or otherwise providing us with your contact details, you consent to us contacting you for the purposes of responding to your enquiry and discussing our services. We will only send you commercial electronic messages (including email newsletters or promotional content) in accordance with the Spam Act 2003 (Cth) — that is, with your express or inferred consent, and with a functional unsubscribe mechanism included in every message.

You may withdraw your consent to receive marketing communications at any time by clicking the “unsubscribe” link in any email we send, or by contacting us at james@novaflowdigital.com.au. We will process opt-out requests within 5 business days.

14. Termination

14.1 Termination of Website Access

We reserve the right to suspend or terminate your access to the Website at any time and without notice if we reasonably believe you have breached these Terms or for any other reason at our absolute discretion.

14.2 Termination of Services

Termination rights in respect of any specific service engagement will be governed by the applicable Service Agreement. Unless a Service Agreement states otherwise, either party may terminate the service engagement by providing 30 days’ written notice to the other party. Termination does not affect any accrued rights or obligations of either party as at the date of termination, including your obligation to pay any outstanding fees for services rendered.

14.3 Effect of Termination

Upon termination of any service engagement, we will, subject to receipt of all outstanding fees, provide you with copies of any campaign materials, ad account access (where applicable), and other deliverables as agreed. Clauses relating to intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution survive any termination of these Terms or a Service Agreement.

15. Dispute Resolution

15.1 Good Faith Negotiation

In the event of any dispute, claim, or controversy arising out of or in connection with these Terms or the services we provide (“Dispute”), the parties agree to attempt to resolve the Dispute in good faith through direct negotiation before commencing any formal dispute resolution process. A party wishing to raise a Dispute must give written notice to the other party setting out the nature of the Dispute and the resolution sought.

15.2 Mediation

If the Dispute is not resolved within 21 days of the written notice (or such longer period as the parties agree), either party may refer the Dispute to mediation administered by the Resolution Institute (or such other mediator as the parties agree) in accordance with the Resolution Institute Mediation Rules. The cost of the mediator will be shared equally by the parties unless otherwise agreed.

15.3 Legal Proceedings

If mediation does not resolve the Dispute within 30 days of the appointment of a mediator (or such longer period as the parties agree), either party may commence legal proceedings in a court of competent jurisdiction in Queensland, Australia.

15.4 Urgent Relief

Nothing in this clause prevents either party from seeking urgent injunctive or other interlocutory relief from a court of competent jurisdiction where necessary to protect their rights.

16. Modifications to These Terms

We reserve the right to update or amend these Terms at any time at our absolute discretion. Any changes will take effect when the updated Terms are published on this Website, with the “Last Updated” date amended accordingly. We will take reasonable steps to notify you of material changes, which may include posting a prominent notice on the Website.

Your continued use of the Website or our services after the publication of updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Website and, if applicable, notify us in accordance with the notice provisions in your Service Agreement.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Service Agreement, constitute the entire agreement between you and Novaflow Digital with respect to the subject matter herein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

17.2 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that provision will be severed from these Terms and the remaining provisions will continue in full force and effect.

17.3 Waiver

A failure or delay by us to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. No waiver is effective unless made in writing and signed by us.

17.4 Assignment

You may not assign, transfer, or novate your rights or obligations under these Terms or any Service Agreement without our prior written consent. We may assign our rights and obligations under these Terms to a successor entity in connection with a business transfer, merger, or acquisition.

17.5 Force Majeure

We will not be liable for any failure or delay in performing our obligations under these Terms or any Service Agreement to the extent that such failure or delay is caused by circumstances beyond our reasonable control, including acts of God, natural disasters, pandemics, governmental actions, war, civil unrest, power failures, internet outages, or third-party platform failures. We will notify you as soon as practicable of any such event and take reasonable steps to minimise the impact.

17.6 Notices

All notices and communications under these Terms must be in writing and delivered by email to the contact details set out in these Terms or in the applicable Service Agreement. Notices sent by email are deemed received on the next business day following transmission, provided no delivery failure notification is received by the sender.

17.7 Governing Law & Jurisdiction

These Terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and the Federal Court of Australia for the resolution of any dispute not otherwise resolved under Clause 15.

18. Contact Us

If you have any questions, concerns, or complaints about these Terms, please contact us:

Novaflow Digital
Email: james@novaflowdigital.com.au
Phone: 0427 254 181
Website: novaflowdigital.com.au
Location: Australia (Servicing Nationwide)

These Terms and Conditions do not constitute legal advice. Novaflow Digital recommends seeking independent legal counsel to ensure ongoing compliance with applicable laws and that these Terms are appropriate for your specific circumstances.