Terms & Conditions

These Terms and Conditions govern the provision of services by Mooning Agency Pty Ltd (ABN 20 656 190 608) to its clients. By engaging Mooning Agency Pty Ltd, you agree to be bound by these terms.

1. Definitions and Interpretation

In these Terms and Conditions, the following definitions apply:

"Agency" means Mooning Agency Pty Ltd (ABN 20 656 190 608), its officers, employees, contractors and agents.
"Client" means the person, company or entity that engages the Agency for Services.
"Agreement" means these Terms and Conditions together with any Statement of Work, proposal, or engagement letter executed between the parties.
"Services" means the marketing, creative, M&A advisory, AI strategy, content creation, social media management, growth hacking, influencer management, paid advertising, AI policy development, AI integration and development, and any other services provided by the Agency as set out in a Statement of Work.
"Statement of Work" or "SOW" means any written document agreed between the parties specifying the scope, deliverables, fees and timeline for a particular engagement.
"Fees" means all amounts payable by the Client for the Services as set out in the relevant SOW or invoice.
"AI-Generated Content" means any content, image, video, audio, text or other material produced wholly or in part through the use of artificial intelligence tools, platforms or models, including but not limited to tools such as Midjourney, Runway, Sora, Kling AI, Pika, Google Veo, ElevenLabs, Stable Diffusion, Adobe Firefly, and any successor or related platforms.
"AI Platforms" means third-party artificial intelligence software, services or platforms used by the Agency in the delivery of Services.
"IP" means intellectual property rights of any kind, including copyright, trade marks, patents, designs, and all other proprietary rights.
"Confidential Information" means all non-public information disclosed by one party to the other in connection with the Agreement.
"Digital Assets" means cryptocurrencies, tokens, NFTs, stablecoins, and any other blockchain-based or cryptographic assets.
"Force Majeure Event" has the meaning given in clause 18.
"GST" means goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"Term" means the period of engagement specified in the relevant SOW, or where no period is specified, until terminated in accordance with clause 14.

2. Engagement and Scope of Services

2.1 Basis of Engagement

The Agency agrees to provide Services to the Client on the terms set out in this Agreement. The specific scope of Services, deliverables, timelines and Fees for each engagement will be set out in a Statement of Work or proposal accepted by the Client.

2.2 Acceptance

The Client accepts these Terms and Conditions by signing a SOW, making payment of a deposit or invoice, providing written confirmation of engagement, or by any other conduct that confirms acceptance of the Agency's proposal. Once accepted, the Agreement is binding on both parties.

2.3 Changes to Scope

Any change to the agreed scope of Services must be requested in writing by the Client and agreed in writing by the Agency before the Agency is obliged to carry out the change. Additional scope may result in additional Fees and revised timelines. The Agency reserves the right to decline any scope change that it reasonably determines is beyond its capacity or capability at the relevant time.

2.4 Client Obligations

The Client must:

provide the Agency with all information, materials, approvals and access reasonably required to deliver the Services in a timely manner;
designate a primary point of contact with authority to provide instructions and approvals on behalf of the Client;
review and approve deliverables within the timeframes specified in the SOW or, where no timeframe is specified, within 5 business days of delivery;
ensure all information and materials provided to the Agency are accurate, complete and do not infringe the rights of any third party; and
promptly notify the Agency of any changes to the Client's business, objectives or circumstances that may affect the Services.

Delays caused by the Client's failure to meet its obligations may result in revised timelines and may incur additional Fees, for which the Client will be responsible.

3. Fees and Payment

3.1 Fees

The Client agrees to pay the Fees set out in the applicable SOW or invoice. All Fees are stated in Australian dollars unless otherwise specified and are exclusive of GST.

3.2 Invoicing and Payment Terms

Unless otherwise agreed in a SOW:

invoices are issued monthly in advance for ongoing retainer engagements, or in accordance with agreed project milestones for project-based work;
payment is due within 14 days of the invoice date;
a non-refundable deposit of 50% of the total Fees is required prior to commencement of Services for project-based engagements; and
the Agency may require full payment in advance for new clients or engagements above a value determined by the Agency at its discretion.

3.3 Late Payment

If the Client fails to pay any invoice by the due date, the Agency may, without prejudice to its other rights:

charge interest on the overdue amount at the rate of 10% per annum, calculated daily from the due date until payment is received;
suspend the provision of Services until all outstanding amounts are paid in full; and
recover from the Client all reasonable costs incurred in recovering the debt, including legal fees on a solicitor-client basis.

3.4 Fee Increases

The Agency may increase its Fees for ongoing retainer engagements by providing 30 days' written notice to the Client. Continued engagement after the notice period constitutes acceptance of the revised Fees.

3.5 Expenses and Third-Party Costs

Unless included in the agreed Fees, the Client is responsible for all third-party costs incurred on its behalf, including but not limited to advertising spend, platform fees, stock imagery licences, domain registrations, software subscriptions, and production costs. Such costs will be itemised on invoices and are payable in addition to the Agency's Fees.

3.6 GST

Where the Agency makes a taxable supply under the GST Act, the Client must pay, in addition to the consideration for that supply, an additional amount equal to the GST payable on that supply. The Agency will provide a valid tax invoice.

4. Early Termination and Payout Obligations

4.1 Fixed-Term Engagements

Where the Client engages the Agency for a fixed term as set out in a SOW, and the Client terminates the Agreement or any SOW prior to the expiry of that fixed term for any reason other than the Agency's material breach, the Client is liable to pay the Agency the full amount of all Fees that would have been payable for the remainder of the fixed term (the "Termination Payment").

4.2 Obligation to Pay Termination Payment

The Termination Payment is due and payable within 14 days of the date on which the Client provides notice of termination or the Agreement otherwise comes to an end prior to the expiry of the fixed term. The Client acknowledges that the Termination Payment represents a genuine pre-estimate of the Agency's loss and is not a penalty.

4.3 What is Included in the Termination Payment

The Termination Payment includes:

all monthly retainer Fees for the remaining months of the fixed term;
any project Fees agreed in the SOW that had not yet been invoiced; and
any approved third-party costs or out-of-pocket expenses already committed to or incurred by the Agency on the Client's behalf at the date of termination.

4.4 No Reduction for Unused Services

The Client acknowledges that the Termination Payment is not reduced or offset by reason of the Client's decision not to use, or inability to use, the Services during the remainder of the fixed term. The Agency's obligations to hold capacity and resources for the Client during the fixed term are not extinguished by early termination.

4.5 Termination by the Agency

The Agency may terminate a fixed-term engagement early if the Client is in material breach of the Agreement that is not remedied within 14 days of written notice, in which case the full Termination Payment remains owing. The Agency may also terminate for convenience by providing 30 days' written notice, in which case the Client's liability is limited to Fees for Services rendered up to the date of termination.

4.6 Ongoing Retainer Engagements

For ongoing month-to-month retainer engagements without a fixed term, either party may terminate by providing 30 days' written notice. The Client remains liable for all Fees payable during the notice period regardless of whether it continues to request or use the Services during that period.

5. Credits and Credit Expiry

5.1 Issuance of Credits

Any credit issued by the Agency to the Client (whether arising from a billing adjustment, goodwill gesture, overpayment, or otherwise) will be applied to future invoices and does not constitute a cash refund unless expressly agreed in writing by the Agency.

5.2 Credit Expiry

All credits issued by the Agency expire 12 months from the date of issue (the "Expiry Date"). After the Expiry Date:

the credit is forfeited in its entirety;
the Client is not entitled to any payment, substitute service or other consideration in lieu of the expired credit; and
no claim may be made by the Client in respect of the expired credit.

5.3 No Extension

The Agency has no obligation to extend the Expiry Date of any credit. The Client is solely responsible for utilising credits prior to expiry. The Agency will make reasonable efforts to notify the Client of credits held on account, but failure to notify does not extend the Expiry Date.

5.4 Non-Transferable

Credits are personal to the Client and cannot be transferred to any third party, used by any related entity, or applied to any account other than the Client's account with the Agency.

6. Intellectual Property

6.1 Pre-Existing IP

Each party retains ownership of all IP that it owned prior to the commencement of the engagement or that it develops independently of the Agreement. The Agency retains ownership of all proprietary methodologies, templates, tools, workflows, processes and know-how developed by or on behalf of the Agency, whether or not used in the delivery of Services.

6.2 Assignment of Deliverables

Subject to the Client having paid all Fees in full, the Agency assigns to the Client all IP rights in the final deliverables specifically created for the Client under a SOW, to the extent that such IP can be validly assigned. This assignment does not include:

AI-Generated Content (which is subject to the provisions in clause 8);
third-party licensed materials, stock imagery, fonts or software incorporated into deliverables (which remain subject to the relevant third-party licence terms);
the Agency's underlying tools, systems, frameworks or templates; or
any content, data or materials provided by the Client.

6.3 Licence to Use Agency IP

To the extent that any Agency IP (including underlying tools or templates) is incorporated into deliverables, the Agency grants the Client a non-exclusive, non-transferable, royalty-free licence to use that IP solely for the Client's internal business purposes in connection with the deliverables.

6.4 Virtual Influencer and Brand Assets

Where the Agency creates a virtual influencer, digital persona, brand identity or similar asset for the Client, ownership of the final creative assets will be assigned to the Client upon payment of all Fees. However, the AI tools, prompting methodologies, workflows and creative processes used to produce those assets remain the exclusive property of the Agency. The Client acknowledges that identical or similar outputs may be produced by the same AI tools for other clients.

6.5 Client Materials

The Client grants the Agency a non-exclusive licence to use, reproduce and adapt the Client's materials, brand assets, trademarks and content solely for the purpose of delivering the Services. The Client warrants that it has all necessary rights to grant this licence.

6.6 Portfolio Use

Unless the Client expressly requests otherwise in writing, the Agency may use the Client's name, logo and examples of work produced for the Client in the Agency's portfolio, website, social media and marketing materials.

7. Confidentiality

7.1 Obligations

Each party agrees to keep confidential all Confidential Information of the other party and not to disclose it to any third party without the prior written consent of the disclosing party, except:

to employees, contractors or advisors who need to know the information for the purposes of the Agreement and who are bound by equivalent confidentiality obligations;
as required by law, court order or regulatory authority; or
to the extent the information is or becomes publicly available other than through a breach of this clause.

7.2 AI Platforms and Confidential Data

The Client acknowledges and accepts that:

the Agency uses third-party AI Platforms in the delivery of Services;
the Agency will take reasonable steps to avoid inputting the Client's Confidential Information into AI Platforms that store, retain or use such data for model training;
the Agency cannot guarantee the data handling practices of all third-party AI Platforms; and
the Client is responsible for notifying the Agency if specific data, information or materials are subject to confidentiality or data protection obligations before providing them to the Agency.

7.3 Survival

This clause survives termination of the Agreement for a period of 3 years.

8. AI-Generated Content — Limitations and Liability

8.1 Nature of AI-Generated Content

The Client acknowledges that AI-Generated Content is produced using third-party AI Platforms that operate under their own terms of service, content policies and licensing frameworks. The Agency does not own, operate or control the underlying AI models or platforms and cannot guarantee the legal status, originality or freedom from third-party claims of any AI-Generated Content.

8.2 Copyright and IP Risks

The Client acknowledges and accepts that:

there is ongoing legal uncertainty globally regarding the copyright status of AI-Generated Content and the extent to which training data used by AI Platforms may infringe third-party IP rights;
AI Platforms, including those used by the Agency, may face copyright infringement claims, regulatory action or changes to their terms of service that affect the legality or usability of AI-Generated Content;
the Agency cannot warrant that any AI-Generated Content is free from third-party copyright claims or that it will not be subject to future legal challenge; and
the laws and regulations governing AI-Generated Content vary by jurisdiction and are rapidly evolving.

8.3 Platform Liability Exclusion

The Agency accepts no liability for any claim, loss, damage or expense arising from:

a third-party copyright, trade mark, moral rights or other IP claim arising from or in connection with any AI-Generated Content produced using an AI Platform;
any change in the terms of service, licensing position or availability of any AI Platform that affects the Client's ability to use AI-Generated Content;
any regulatory action taken against an AI Platform provider that affects AI-Generated Content delivered to the Client;
similarity between AI-Generated Content delivered to the Client and content produced for another party using the same or similar AI Platforms; or
the Client's use of AI-Generated Content in a manner inconsistent with the terms of service of the relevant AI Platform.

8.4 Client's Responsibility to Review

The Client is responsible for:

reviewing all AI-Generated Content prior to commercial use and obtaining independent legal advice if required;
making its own assessment of whether AI-Generated Content is suitable for its intended use, including compliance with applicable laws and platform requirements; and
ensuring that its use of AI-Generated Content complies with the terms of service of any distribution platform, social media network or marketplace on which it is published.

8.5 Client Indemnity for AI Content

The Client indemnifies and holds harmless the Agency from and against all claims, costs, losses and liabilities (including legal fees) arising from or in connection with any claim by a third party that AI-Generated Content delivered to the Client under this Agreement infringes that party's IP rights, to the extent such claim does not arise from the Agency's negligence or wilful misconduct.

8.6 Mitigation

The Agency will take reasonable steps to select AI Platforms that have commercially reasonable terms of service and IP indemnification provisions where available. Where an AI Platform introduces significant legal risk to delivered content, the Agency will notify the Client promptly and work collaboratively to identify alternative approaches.

9. M&A and Investment Advisory Disclaimer

9.1 Not Financial or Legal Advice

The Agency's M&A advisory and investment-related services constitute strategic and commercial advisory only. Nothing provided by the Agency in connection with M&A advisory services constitutes:

financial product advice within the meaning of the Corporations Act 2001 (Cth);
legal advice;
accounting or tax advice; or
a recommendation to acquire or dispose of any financial product, security or Digital Asset.

9.2 No Guarantee of Outcome

The Agency makes no representation or warranty that any M&A transaction, acquisition target, sale process or investment opportunity will proceed to completion, achieve a particular valuation, or produce any particular commercial outcome. All M&A processes involve inherent uncertainty and are subject to factors outside the Agency's control.

9.3 Independent Advice

The Client must obtain independent legal, financial, tax and accounting advice before entering into any transaction or making any investment decision. The Agency's involvement does not reduce or replace the need for such independent professional advice.

9.4 No AFSL

The Agency does not hold an Australian Financial Services Licence (AFSL) and is not authorised to deal in or advise on financial products as defined under the Corporations Act 2001 (Cth). Where an engagement involves services that would require an AFSL, the Client must engage separately with a licensed financial services provider.

10. Web3, Blockchain, Crypto and Digital Asset Services

10.1 Regulatory Uncertainty

The Client acknowledges that the regulatory status of blockchain technology, cryptocurrencies, tokens, NFTs and other Digital Assets varies significantly across jurisdictions and is subject to rapid and ongoing change. The Agency provides no warranty that any content, strategy or campaign produced in connection with Digital Assets will comply with the laws of any particular jurisdiction, and the Client is solely responsible for ensuring its own regulatory compliance.

10.2 Volatility and Market Risk

The Agency accepts no liability for any loss arising from the price volatility or market performance of any Digital Asset promoted, referenced or associated with Services delivered under this Agreement. Marketing performance is not correlated with and cannot be used to predict Digital Asset price movements.

10.3 Platform and Protocol Risk

The Agency accepts no liability for loss arising from the failure, hack, exploit, regulatory closure or discontinuance of any blockchain network, protocol, exchange, wallet or Digital Asset platform, whether or not used in connection with the Services.

10.4 Community and Influencer Engagement

Where the Agency provides growth hacking, community management or influencer engagement services in relation to Web3 or crypto projects, the Client acknowledges that:

the Agency cannot guarantee follower counts, community size, engagement rates or token holder numbers;
the Agency's network reach figures are indicative and may vary based on organic platform dynamics; and
the Client must ensure that any promotional content relating to Digital Assets complies with applicable laws, including financial services laws, consumer protection laws and advertising standards in each jurisdiction in which the content is distributed.

10.5 Token and NFT Projects

Where Services relate to a token issuance, NFT launch or similar Digital Asset project, the Client represents and warrants that:

it has obtained all necessary legal and regulatory advice in connection with the project;
the project complies with all applicable laws in the jurisdictions in which it will be offered; and
the Client indemnifies the Agency against all claims, losses and liabilities arising from any regulatory action taken in connection with the project.

10.6 No Investment Promotions

The Agency does not produce or distribute content that constitutes an offer or invitation to invest in any financial product or security under applicable law. Where content relates to Digital Assets that may constitute financial products in certain jurisdictions, the Client is responsible for obtaining all necessary approvals and disclaimers before publishing such content.

11. Content Approval and Client Sign-Off

11.1 Approval Process

Where the Agency delivers content, creative assets or campaign materials for review, the Client must provide written approval or feedback within 5 business days unless otherwise agreed in the SOW. Where the Client fails to respond within this period, the Agency may treat the content as approved and proceed to publication or delivery.

11.2 Effect of Client Approval

Once the Client provides written approval of content, creative assets or campaign materials:

the Agency's responsibility for the accuracy, legality and compliance of that content passes to the Client;
the Client accepts full responsibility for any claims arising from that content after approval, including claims related to misleading or deceptive conduct, defamation, copyright infringement and regulatory non-compliance; and
the Agency is released from liability in connection with any complaint, claim or regulatory action arising from the approved content.

11.3 Social Media Posting

Where the Agency manages the Client's social media accounts, the Agency may post content in accordance with an approved content calendar without requiring individual approval of each post, unless the Client expressly requests a per-post approval process in the SOW. Any such requirement will be agreed in writing and may affect turnaround times.

12. Limitation of Liability

12.1 Exclusion of Consequential Loss

To the maximum extent permitted by law, the Agency is not liable to the Client for any:

loss of profits, revenue or business;
loss of data or corruption of data;
loss of goodwill or reputation;
loss of anticipated savings;
loss arising from missed business opportunities; or
indirect, special, consequential or punitive loss of any kind,

arising from or in connection with the Agreement or the Services, whether in contract, tort (including negligence), statute or otherwise.

12.2 Cap on Liability

To the maximum extent permitted by law, the Agency's total aggregate liability to the Client for all claims arising from or in connection with the Agreement (including in contract, tort, under statute or otherwise) is limited to the total Fees paid by the Client to the Agency in the 3 months immediately preceding the event giving rise to the claim.

12.3 Excluded Liability

The limitation in clause 12.2 does not apply to:

the Agency's liability for fraud or wilful misconduct;
liability that cannot be excluded or limited by law; or
the Client's obligations to pay Fees and the Termination Payment.

12.4 Australian Consumer Law

Nothing in this Agreement limits any right the Client may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot be excluded by agreement. Where the Australian Consumer Law applies, the Agency's liability for failure to comply with a consumer guarantee is limited, at the Agency's election, to resupplying the Services or paying the cost of having the Services resupplied.

13. Representations and Warranties

13.1 Agency Warranties

The Agency represents and warrants that:

it has the right, power and authority to enter into and perform its obligations under this Agreement;
the Services will be performed with reasonable care and skill; and
it will comply with all applicable laws in the performance of the Services.

13.2 Client Warranties

The Client represents and warrants that:

it has the right, power and authority to enter into and perform its obligations under this Agreement;
all information and materials provided to the Agency are accurate and do not infringe the IP or other rights of any third party;
the Client's business, products and services comply with all applicable laws; and
the Client will not use the Agency's Services in connection with any unlawful activity.

13.3 No Guarantee of Results

The Agency does not warrant or guarantee any particular commercial outcome, including but not limited to search rankings, follower growth, engagement rates, conversion rates, revenue generation, M&A transaction completion, or investment returns. Marketing and advisory services involve inherent uncertainty and outcomes are affected by many factors outside the Agency's control.

14. Termination

14.1 Termination for Cause

Either party may terminate this Agreement immediately by written notice if the other party:

commits a material breach that is not remedied within 14 days of written notice specifying the breach;
becomes insolvent, enters administration, receivership or liquidation; or
ceases to carry on business.

14.2 Obligations on Termination

On termination of this Agreement for any reason:

all outstanding Fees and any applicable Termination Payment become immediately due and payable;
each party must promptly return or destroy the other party's Confidential Information;
the Client must cease using any Agency materials or works in progress that have not been paid for in full; and
any clauses intended to survive termination (including clauses 7, 8, 9, 10, 11, 12, 13, 14.2, 16 and 17) will continue in full force.

15. Force Majeure

15.1 Force Majeure Events

Neither party is liable for any delay or failure to perform its obligations under this Agreement to the extent that delay or failure is caused by a Force Majeure Event, being any event or circumstance beyond that party's reasonable control, including:

natural disasters, acts of God, pandemics or public health emergencies;
government orders, regulatory action or changes in law;
suspension, withdrawal or material change to the terms of service of any AI Platform, social media network, advertising platform or digital infrastructure provider;
cyberattacks, data breaches or infrastructure failures affecting third-party platforms;
changes to social media platform algorithms, content policies or account access;
blockchain network failures, protocol forks or smart contract exploits; and
actions of third-party platform providers, including the shutdown or deplatforming of services.

15.2 Obligations on Force Majeure

A party affected by a Force Majeure Event must notify the other party promptly and take reasonable steps to mitigate the impact of the event. If a Force Majeure Event continues for more than 30 days, either party may terminate the affected SOW on 14 days' written notice, in which case the Client's obligation is limited to paying Fees for Services rendered to the date of termination.

16. Indemnity

The Client indemnifies and holds harmless the Agency, its officers, employees and contractors from and against all claims, proceedings, costs, losses and liabilities (including reasonable legal fees) arising from or in connection with:

any breach by the Client of its obligations, representations or warranties under this Agreement;
the Client's use of deliverables in a manner not authorised or contemplated by this Agreement;
any claim that content or materials provided by the Client to the Agency infringes the IP rights or other rights of any third party;
the Client's non-compliance with any applicable law, including financial services law, consumer protection law or advertising standards;
any regulatory action taken in connection with the Client's Digital Asset, token or crypto-related activities; and
the Client's use of AI-Generated Content following the Client's written approval of that content.

17. Dispute Resolution

17.1 Negotiation

If a dispute arises between the parties, either party may give written notice of the dispute. The parties must attempt to resolve the dispute by good faith negotiation between senior representatives within 14 days of the notice.

17.2 Mediation

If the dispute is not resolved within 14 days of the notice (or such longer period as agreed), either party may refer the dispute to mediation administered by the Resolution Institute (or such other body as the parties agree) before commencing legal proceedings.

17.3 Urgent Relief

Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

18. General Provisions

18.1 Governing Law

This Agreement is governed by the laws of the State of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria.

18.2 Entire Agreement

This Agreement, together with any SOW, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations or understandings. In the event of any inconsistency between these Terms and Conditions and a SOW, the SOW prevails to the extent of the inconsistency.

18.3 Waiver

A failure to exercise or delay in exercising any right under this Agreement does not constitute a waiver of that right.

18.4 Severability

If any provision of this Agreement is found to be invalid, unenforceable or illegal, that provision is severed from the Agreement and the remaining provisions continue in full force and effect.

18.5 Assignment

The Client may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Agency. The Agency may assign its rights under this Agreement in connection with a sale of its business or to a related body corporate.

18.6 Subcontracting

The Agency may engage subcontractors to assist in the delivery of Services, provided that the Agency remains responsible for the delivery of the Services in accordance with this Agreement.

18.7 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

18.8 Notices

All notices under this Agreement must be in writing and delivered by email to the relevant party's nominated email address, or such other address as a party may notify in writing from time to time. Notices are deemed received on the next business day following the date of transmission.

18.9 Amendments

These Terms and Conditions may be updated by the Agency from time to time. The Agency will provide at least 30 days' written notice of any material changes. Continued engagement with the Agency after the notice period constitutes acceptance of the updated terms.

Last updated: 2026. For questions regarding these Terms, please contact info@mooning.com.