Terms & Conditions
1. Parties
This agreement is between Grove Seven Pty Ltd ABN 11 678 153 798, based in Sydney, Australia (referred to as Grove Seven, we, us or our) and the business or individual who has engaged our services (referred to as you or your).
Together with any proposal, written correspondence or verbal agreement, this document forms the entire agreement between us. The current version is always published at groveseven.com.au/terms.
2. Definitions
2.1 Services
All work we undertake on your behalf, including but not limited to: brand strategy and identity, design, photography, website design and development, copywriting, content creation, social media, paid media management, SEO, AI optimisation, email marketing, PR and reporting, as outlined in your proposal or agreed in writing.
2.2 Deliverables
The outputs we produce for you: files, assets, designs, reports, strategies, campaigns, copy and any other materials created under this agreement.
2.3 Proposal
Any document, email, message or written communication from Grove Seven that outlines the scope of work and associated fees for a specific engagement.
2.4 Ad Spend
Third-party advertising expenditure placed on your behalf through platforms including Google, Meta or any other media channel. Ad Spend is always separate from and in addition to Grove Seven management fees unless explicitly stated otherwise in writing.
2.5 Materials
Any content, assets, information or data you provide to Grove Seven for the purpose of delivering the services, including images, copy, brand assets, login credentials and business information.
2.6 Effective Date
The date from which these terms apply, as noted at the top of this page and at groveseven.com.au/terms.
3. Acceptance
3.1 How this agreement is formed
This agreement becomes binding as soon as you demonstrate a clear intent to proceed. That includes, whichever comes first:
Signing this agreement or any associated proposal
Written confirmation via email, message or any other medium
Verbal confirmation by phone, video or in person
Paying a deposit or invoice
Requesting or permitting Grove Seven to commence work
We recognise all clear verbal and written communication as binding. A written confirmation to proceed carries the same weight as a formal signature. You do not need to sign a new document for every project or service, provided the scope and fee have been agreed.
3.2 Existing clients: acceptance by conduct
If you are an existing client, these terms apply from the Effective Date. We will notify you by email and link to the current version from your Growth Centre. Continuing to receive or pay for services on or after the Effective Date constitutes your acceptance. If you do not agree to the updated terms, please notify us in writing before the Effective Date.
4. Updates to These Terms
Grove Seven may update these terms at any time. The current version is always published at groveseven.com.au/terms and is accessible from every client Growth Centre. When we make material changes, we will notify you by email with reasonable notice before those changes take effect. Continuing to engage our services after the notified date constitutes acceptance of the revised terms.
5. Our Services
5.1 Scope of work
The specific services we will deliver are as outlined in the relevant proposal or written correspondence you have accepted. We will deliver all services with reasonable care, skill and professionalism.
5.2 Changes to scope
Any work outside the agreed scope will be discussed and confirmed in writing before we proceed. Additional work will be quoted separately and requires your written acceptance before commencement.
5.3 Project work
Where services are delivered as a discrete project rather than an ongoing retainer, the scope, fee and timeline are as outlined in the relevant proposal. All project work is governed by this agreement in full.
5.4 Subcontracting
We may engage trusted specialists and subcontractors to support delivery of your services, such as photographers, developers or copywriters.
6. Payment
6.1 Retainer fees
Retainer fees are invoiced monthly in advance and are due by the date on your invoice. If an invoice remains unpaid beyond the due date, we reserve the right to pause services until your account is settled. Grove Seven is not responsible for any negative impact on your campaigns, results or business arising from a service pause due to non-payment.
6.2 Project fees
Full payment is required before any project is scheduled, locked in or commenced. No dates will be held, no team or equipment booked, and no work will begin until payment has been received in full. Where Grove Seven has commenced work in good faith following a verbal or written agreement, that does not alter or waive this requirement, full payment remains due in accordance with the agreed terms.
In limited circumstances, Grove Seven may agree to an alternative payment structure for a specific project. Any such arrangement will be proposed by Grove Seven and confirmed in writing before work begins. Split payment terms are not available on request and are offered at Grove Seven's sole discretion.
All work in progress remains the property of Grove Seven until payment is received in full. Once full payment has been received, you are granted a non-exclusive licence to use the specific deliverables created for your business, for the purposes agreed in writing. Grove Seven retains ownership of all deliverables and underlying intellectual property at all times, the licence covers your right to use the end result, not to own, modify or on-sell it. The full terms of this licence are set out in section 8.
6.3 Ad Spend and Media Buying
Where we manage digital advertising on your behalf through platforms such as Google or Meta, you are responsible for funding those platforms directly through your own account. Grove Seven does not hold or advance Ad Spend on your behalf for digital platforms.
Where Grove Seven is engaged to book or manage traditional or offline media, including but not limited to billboards, radio, television, print or out-of-home advertising, full media costs must be paid to Grove Seven before any booking is made or confirmed. We will not commit to any media placement on your behalf without cleared funds in hand. Grove Seven is not liable for any missed placements, rate changes or availability issues resulting from delayed payment.
6.4 Late payment
If payment is not received by the due date, we reserve the right to pause or suspend services without notice until outstanding amounts are settled. Resuming paused work may incur a reactivation fee.
6.5 Non-refundable fees
All fees are non-refundable unless otherwise required under the Australian Consumer Law. Fees are non-transferable between clients or engagements.
6.6 Inactive projects
If a project stalls for more than 7 days because we are waiting on information, feedback or approvals from you, it may be classified as inactive. Reactivating an inactive project may incur an additional fee.
7. Your Responsibilities
Getting great results requires both of us. To allow us to do our best work, you agree to:
Provide timely access to all content, information, brand assets, credentials and approvals we need to deliver the services
Ensure everything you provide to us is either owned by you or properly licensed, and complies with all relevant laws and advertising standards
Review and respond to work within agreed timeframes. Delays caused by late feedback are not our responsibility
Keep us informed of any changes to your business, goals, key contacts or platforms that could affect our work
Ensure your business and its marketing comply with all applicable laws, industry codes and platform policies
Maintain sufficient Ad Spend funding for any campaigns we manage on your behalf
8. Intellectual Property
8.1 Our intellectual property
Everything Grove Seven develops, our strategies, methodologies, frameworks, processes, templates, systems, reporting structures, creative concepts and proprietary tools, remains our intellectual property at all times. This applies whether those things were developed before or during our engagement with you. Accepting our services does not transfer ownership of any Grove Seven methodology or system to you.
8.2 Your licence to use deliverables
Once you have paid for a service in full, we grant you a non-exclusive licence to use the specific deliverables created for your business for your own internal business purposes. This licence covers the end product, your logo, your website, your campaign assets, not the underlying tools, processes or frameworks we used to create them.
8.3 Ownership until payment
All deliverables remain the property of Grove Seven until payment is received in full. You may not publish, use, distribute or build upon any deliverable before full payment has been made.
8.4 No on-selling our work or methods
You may not reproduce, distribute, sell, teach, sublicense or repurpose any Grove Seven materials, frameworks or systems for the benefit of any other person or business. This includes sharing our strategic documents, templates or processes externally or using them to set up competing services. This obligation continues after this agreement ends.
8.5 Your materials
You retain full ownership of everything you provide to us. By sharing your materials, you grant Grove Seven a licence to use them for the purpose of delivering your services.
8.6 Portfolio and case study use
Unless you tell us otherwise in writing, we may feature completed work and your business name in our portfolio, case studies, website and marketing materials. We will always represent your brand with care and professionalism.
9. Confidentiality
Both parties agree to keep the other's sensitive business information private. We will not share your confidential information with anyone outside the team working on your account, and any subcontractors we engage are bound by equivalent obligations. This applies both during and after our engagement. The only exception is where disclosure is required by law.
10. Termination
10.1 Ending the engagement: by you
You may end this agreement or any ongoing retainer by giving us a minimum of 30 days written notice before the start of your next billing cycle. We ask, as a professional courtesy and to protect your marketing continuity, that you give us as much notice as possible, ideally 90 days. The retainer fee for the next billing period will still apply if 30 days notice is not provided in time.
10.2 Ending the engagement: by us
We may end this agreement at any time by giving you written notice. If we end the engagement without cause, we will complete any work already paid for. If we end the engagement because of a breach of these terms, non-payment, or conduct that makes continuing the relationship impractical or inconsistent with our values, we may do so immediately and without obligation to complete outstanding work.
10.3 What happens when the engagement ends
All outstanding fees for completed work become immediately payable on the date of termination. We will deliver any deliverables that have been paid for in full. Anything not yet paid for remains our property. All fees paid to Grove Seven are non-refundable, including any amounts paid in advance for services not yet delivered, except where required under the Australian Consumer Law.
10.4 What continues after termination
Our obligations to each other around intellectual property, confidentiality, payment of outstanding amounts, liability and indemnity all continue after this agreement ends.
11. Liability
11.1 No guarantee of specific results
We commit to delivering our services with skill, care and genuine investment in your growth. What we cannot guarantee, and what no honest marketing partner can guarantee, is specific outcomes. Revenue results, lead volumes, search rankings, advertising performance, follower counts and similar metrics are influenced by factors well outside our control, including market conditions, platform changes, your pricing and the quality of your product or service.
11.2 Exclusion of liability
To the fullest extent permitted by law, Grove Seven excludes all liability to you of any kind arising from or in connection with this agreement, the services, or any deliverables, whether in contract, tort, negligence, statute or otherwise, and whether or not the possibility of such loss was known to Grove Seven. This exclusion applies regardless of how the claim arises and covers all losses of any nature, including but not limited to loss of revenue, loss of profit, loss of business opportunity, loss of data, indirect loss, consequential loss, incidental loss and special loss.
This exclusion extends to losses arising from the actions or omissions of third-party platforms, tools, software, technology providers, subcontractors, specialists or any other party engaged in connection with the delivery of your services. Grove Seven is not liable for the conduct, failures, outages, data handling, policy changes or errors of any third party, regardless of whether that third party was recommended, engaged or instructed by Grove Seven.
All decisions relating to your business, including which strategies to adopt, which creative to approve and which campaigns to run, remain your responsibility. Approval of any work, strategy or deliverable by you constitutes your decision and does not create liability on the part of Grove Seven for outcomes arising from that decision.
11.3 Cap where exclusion is not permitted
Where liability cannot be fully excluded by law, for example under the Australian Consumer Law, Grove Seven's total liability is limited to the fees paid by you for the specific service or project to which the claim directly relates, in the three months prior to the claim being made. This cap applies per claim and per service. A claim relating to one service does not bring unrelated services or fees into scope. This cap is a ceiling on maximum possible exposure and is not an acknowledgement of any liability.
11.4 Australian Consumer Law
Nothing in these terms removes or limits any rights you have under the Australian Consumer Law or any other consumer protection legislation that cannot be excluded by agreement.
12. Indemnity
You agree to indemnify Grove Seven and our team against any claims, costs or losses that arise from: your use of our deliverables in a way that is inconsistent with this agreement; your breach of these terms; materials you provide that infringe on someone else's rights; or your failure to comply with applicable laws, platform policies or advertising standards.
13. Compliance
You are responsible for ensuring your business and all marketing activity comply with the laws and regulations that apply to you, including the Australian Consumer Law, the Spam Act 2003, the Privacy Act 1988, advertising standards and the policies of any platform we advertise on. We are not liable for any consequences that arise from non-compliance on your part. We reserve the right to pause or end services immediately if your instructions or conduct would require us to breach any law, platform policy or ethical standard.
14. Revisions and Feedback
Unless revisions are explicitly stated in your proposal, none are included as standard. Where a number of revision rounds is specified, any revisions beyond that are considered additional work and will be quoted and invoiced separately. If we send work for your review and do not hear back within 30 days, the project may be marked inactive. Recommencing an inactive project may incur an additional fee.
15. Force Majeure
We are not in breach of this agreement and are not liable for delays or failures caused by events genuinely outside our control, including illness, natural disasters, internet or power outages, third-party software failures or government action. We will let you know as soon as possible and resume work as soon as circumstances allow.
16. Disputes
If something is not right, we would always prefer to talk it through first. If a dispute arises, both parties agree to attempt resolution through direct discussion before pursuing any formal process. If we cannot resolve it within 14 days of raising the issue, we agree to refer it to mediation before taking legal action. Nothing in this clause prevents either party from seeking urgent legal relief where necessary.
17. Governing Law
This agreement is governed by the laws of New South Wales, Australia. Both parties submit to the courts of New South Wales for the resolution of any dispute that cannot be resolved through discussion or mediation.
18. General
18.1 The whole agreement
This agreement, together with any proposals and written correspondence between us, makes up the complete agreement. It replaces any prior discussions, representations or agreements on the same subject.
18.2 If part of this agreement is unenforceable
If any clause or part of a clause is found to be invalid or unenforceable, it will be limited or removed to the minimum extent necessary. The rest of the agreement continues in full force.
18.3 Our leniency does not change your obligations
If Grove Seven chooses not to enforce a term on one occasion, or gives extra time, accepts a late payment, or overlooks something, that does not mean we have given up our right to enforce that term in future, with you or with anyone else. Each situation is assessed on its own merits. Our flexibility in one instance is not a precedent and does not alter the terms of this agreement in any way.
18.4 How we update these terms
We may update these terms at any time. Updates are published at groveseven.com.au/terms and clients are notified by email with reasonable notice. Continuing to receive our services after the notified effective date constitutes acceptance of the updated terms.
18.5 Assignment
You may not transfer your rights or obligations under this agreement to anyone else without our written consent. We may transfer ours to a related entity or business successor without needing yours.
Grove Seven Pty Ltd | ABN 11 678 153 798 | hello@groveseven.com.au | Sydney, Australia
These terms were last updated 1 July 2026. The current version is always available at groveseven.com.au/terms.
If anything is not clear, reach out before work begins hello@groveseven.com.au.