These Terms and Conditions ("Terms") form a binding agreement between [Marketing Markdown] (ABN [ABN]) ("we", "us", "our") and the person or entity that subscribes to Marketing Markdown ("you", "your", "Customer").
By creating an account, clicking to accept, or paying a Subscription Fee, you agree to these Terms. If you are agreeing on behalf of a company or other organisation, you warrant that you have authority to bind it, and "you" means that organisation.
This summary is for convenience only and does not replace the full Terms below.
| What you get | A subscription licence to use the Marketing Markdown software |
| Monthly plan | $98 per month, charged in advance, renews automatically each month |
| Annual plan | $588 per year, charged in advance, renews automatically each year |
| Configuration Workshop (optional) | $600 one-off — three (3) remote sessions of two (2) hours each |
| Currency | Australian dollars (AUD) — all amounts exclude GST |
| Auto-renewal | Yes. Both plans renew automatically until you cancel |
| Cancellation | Cancel at any time by emailing michael@marketingmarkdown.com. Access continues to the end of the current billing period |
| Refunds | No partial or pro-rata refunds for the unused part of a billing period, except where required by law |
Account means the account you create to access the Service.
Add-On means an optional paid service purchased alongside a Subscription, including the Configuration Workshop.
Billing Period means the recurring interval for your Plan — one calendar month for the Monthly Plan, or twelve calendar months for the Annual Plan.
Customer Data means all content, text, files, data and materials you or your Users submit to, or generate through, the Service.
Plan means the Monthly Plan or the Annual Plan.
Service means the Marketing Markdown software, made available as a hosted online service, together with any documentation, updates and support we provide.
Subscription means your right to access and use the Service for a Billing Period under a Plan.
Subscription Fee means the fee payable for your Plan, as set out in clause 4.
User means an individual you authorise to use the Service under your Account.
2.1 Subject to your compliance with these Terms and payment of all fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for your own internal business purposes during the term of your Subscription.
2.2 The Service is provided as software-as-a-service. We do not deliver a copy of the software to you, and you have no right to possess, download, decompile or modify the underlying software except to the extent that right cannot lawfully be excluded.
2.3 We may update, improve, add to or modify the Service from time to time. We will not make changes that materially reduce the core functionality of the Service during a Billing Period you have already paid for, unless required by law, security or a third-party provider.
3.1 You must provide accurate account and billing information and keep it current.
3.2 You are responsible for all activity that occurs under your Account, including activity by your Users, and for keeping login credentials secure. Notify us promptly at michael@marketingmarkdown.com if you suspect unauthorised access.
3.3 You must be at least 18 years old and legally capable of entering into a binding contract.
| Plan | Fee | Billing Period |
| Monthly | $98 | Charged in advance, every month |
| Annual | $588 | Charged in advance, every twelve months |
The Annual Plan represents a discount of 50% against the total cost of twelve months on the Monthly Plan ($1,176). The discount applies for as long as you remain continuously subscribed on the Annual Plan, subject to clause 4.6.
All fees are stated and payable in Australian dollars (AUD) and are exclusive of GST. GST will be added to your invoice at the prevailing rate.
Where you are located outside Australia, you remain responsible for any sales, use, value-added, withholding or similar taxes imposed in your own jurisdiction, other than taxes on our income. Any currency conversion or foreign transaction charge applied by your bank or card issuer is your responsibility, and we are not liable for exchange rate movements between billing dates.
By subscribing, you authorise us (and our payment processor) to charge your nominated payment method:
(a) the Subscription Fee for the first Billing Period, immediately on sign-up; and
(b) the then-current Subscription Fee for each subsequent Billing Period, automatically on each renewal date, without further notice except as required by law.
Your Subscription renews automatically at the end of each Billing Period and continues until cancelled in accordance with clause 5. For the Annual Plan, we will send a renewal reminder to your account email address at least 30 days before each renewal date.
If a payment fails, we may retry the charge over the following 14 days. If payment remains outstanding, we may suspend your access to the Service until the amount is paid, and may terminate your Subscription if it remains unpaid for 30 days. Suspension does not relieve you of the obligation to pay fees already incurred.
We may change our fees. Any change takes effect from your next renewal date, and we will give you at least 30 days' notice before the change applies to you. If you do not accept the new fee, you may cancel under clause 5 before your renewal date. Continuing to use the Service after the renewal date constitutes acceptance of the new fee.
You must pay all amounts in full without set-off, deduction or counterclaim, except as required by law.
5.1 You may cancel your Subscription at any time by emailing michael@marketingmarkdown.com from the email address associated with your Account. No reason is required and no cancellation fee applies. We will confirm your cancellation by reply email, and your cancellation takes effect from the date we receive your request, regardless of when we reply.
5.2 Cancellation takes effect at the end of your current Billing Period. You retain full access to the Service until that date, after which your Subscription ends and no further charges will be made.
5.3 No pro-rata or partial refunds. Subscription Fees are charged in advance for the whole Billing Period and are non-refundable. Cancelling part-way through a month or year does not entitle you to a refund of the unused portion. This is a material basis on which the Annual Plan discount is offered.
5.4 Clause 5.3 does not apply where a refund is required by law, including under the consumer guarantees described in clause 15.
5.5 If you cancel and later re-subscribe, the fee applicable at the time of re-subscription will apply, and any promotional pricing previously held may no longer be available.
6.1 What it is. The Configuration Workshop is an optional professional services engagement to assist you in configuring the Service for your environment. It consists of three (3) remote sessions of two (2) hours each, delivered by video conference.
6.2 Fee. The Configuration Workshop costs $600, charged as a single one-off payment at the time of purchase. It is not a recurring charge and does not renew.
6.3 Requires an active Subscription. The Configuration Workshop may only be purchased and used alongside an active Subscription.
6.4 Scheduling and expiry. Sessions are scheduled by mutual agreement. All three sessions must be used within 90 days of purchase. Unused sessions expire at the end of that period with no refund or credit, unless the delay was caused by us.
6.5 Rescheduling and non-attendance. You may reschedule a session with at least 48 hours' notice. A session that is cancelled with less notice, or at which you do not attend within 15 minutes of the scheduled start, is treated as delivered.
6.6 Your responsibilities. You must provide, in advance of each session, the access, information, systems and personnel reasonably required for the session to be productive. Time lost to your unavailability or lack of preparation counts toward the session's two hours.
6.7 Scope. The Configuration Workshop covers configuration of and training on the Service. It does not include custom software development, data migration, integration build work, or ongoing consulting, unless separately agreed in writing.
6.8 Refunds and interaction with cancellation. The Configuration Workshop fee is non-refundable once the first session has been delivered. If you cancel your Subscription before all sessions are delivered, we will refund the fee on a pro-rata basis for undelivered sessions. Nothing in this clause limits your rights under clause 15.
6.9 No guaranteed outcome. We will perform the Configuration Workshop with due care and skill. We do not warrant any particular business result, performance improvement or return on investment.
6.10 Recordings. Sessions may be recorded for your reference.
7.1 Ownership. You own, and retain all rights in, your Customer Data. Nothing in these Terms transfers ownership of Customer Data to us.
7.2 Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display and process Customer Data solely to provide, secure, support and improve the Service, and as otherwise permitted by our Privacy Policy.
7.3 Your responsibility. You warrant that you have all rights and consents necessary to submit Customer Data to the Service, and that Customer Data does not infringe any third party's rights or breach any law.
7.4 Export and deletion. You may export your Customer Data at any time while your Subscription is active. Following termination or expiry, we will retain your Customer Data for 30 days to allow export, after which we may permanently delete it. We are not obliged to retain Customer Data beyond that period.
7.5 Backups. While we take reasonable measures to back up the Service, you remain responsible for maintaining your own copies of material Customer Data.
You must not, and must not permit any User or third party to:
(a) use the Service in breach of any law, or to send unlawful, misleading, deceptive, infringing, defamatory or unsolicited commercial communications;
(b) resell, rent, sublicense, or provide the Service as a service bureau to third parties, except as expressly permitted in writing;
(c) reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent this right cannot lawfully be restricted;
(d) circumvent usage limits, access controls or security measures;
(e) upload malicious code, or interfere with or place unreasonable load on the Service or its infrastructure;
(f) scrape, index or systematically extract data from the Service by automated means without our written consent; or
(g) use the Service to build or train a competing product or service.
We may suspend access immediately where we reasonably believe this clause has been breached and the breach poses a risk to the Service, other customers, or any person.
9.1 We and our licensors own all intellectual property rights in the Service, including its software, design, documentation, trade marks and any materials we provide in a Configuration Workshop. No rights are granted to you except the limited licence in clause 2.1.
9.2 If you provide feedback, suggestions or ideas about the Service, we may use them without restriction or obligation to you. This does not give us any rights in your Customer Data or confidential information.
The Service may integrate with or link to third-party products and services. Your use of those products and services is governed by their own terms, and we are not responsible for them. If a third-party provider changes or withdraws its service, we may need to change or remove the corresponding functionality.
11.1 We will use reasonable commercial efforts to keep the Service available, but we do not guarantee uninterrupted or error-free operation.
11.2 We may perform scheduled maintenance and will endeavour to give reasonable notice for maintenance likely to cause material disruption. Emergency maintenance may be carried out without notice.
11.3 Support is provided via michael@marketingmarkdown.com during 09:00-17:00 AEST, with a target first response within 2 business days.
12.1 Each party may receive non-public information of the other in connection with these Terms ("Confidential Information"). Each party must keep the other's Confidential Information confidential, use it only for purposes connected with these Terms, and disclose it only to personnel and advisers who need to know it and are bound by equivalent obligations.
12.2 These obligations do not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient without restriction, is independently developed, or must be disclosed by law (in which case the recipient will, where lawful, notify the other party first).
We handle personal information in accordance with our Privacy Policy at [URL], which forms part of these Terms.
14.1 We warrant that we will provide the Service and any Configuration Workshop with due care and skill.
14.2 Subject to clause 15 and to the extent permitted by law, the Service is provided "as is" and "as available", and we exclude all other warranties, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.
14.3 We do not warrant that the Service will meet your specific requirements, that defects will be corrected, or that any particular marketing, revenue or business outcome will be achieved through use of the Service.
15.1 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you may have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law, to the extent that it cannot lawfully be excluded, restricted or modified.
15.2 Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
15.3 Where our liability may lawfully be limited in respect of a supply that is not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited, at our option, to resupplying the services or paying the cost of having the services resupplied.
16.1 Subject to clause 15, and to the maximum extent permitted by law:
(a) neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity or data, however arising; and
(b) our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the liability.
16.2 The limitations in clause 16.1 do not apply to your obligation to pay fees, or to either party's liability for fraud, wilful misconduct, or death or personal injury caused by negligence.
16.3 Each party must take reasonable steps to mitigate its loss.
You indemnify us against any claim, loss, liability, cost or expense (including reasonable legal costs) arising from (a) your Customer Data, (b) your breach of clause 8 (Acceptable use), or (c) your infringement of a third party's intellectual property or privacy rights, except to the extent caused by our negligence or breach of these Terms.
18.1 We may suspend or terminate your Subscription immediately on notice if you:
(a) fail to pay any amount when due and it remains unpaid for 30 days after we notify you;
(b) materially breach these Terms and, where the breach can be remedied, fail to remedy it within 14 days of notice; or
(c) become insolvent, enter administration or liquidation, or cease to carry on business.
18.2 We may terminate your Subscription for convenience on 30 days' written notice, in which case we will refund the unused portion of any pre-paid Subscription Fee on a pro-rata basis.
18.3 On termination or expiry: your licence under clause 2.1 ends, you must stop using the Service, and clauses 7.4, 9, 12, 14, 15, 16, 17 and 22 survive.
19.1 We may amend these Terms from time to time. For changes that materially affect your rights or obligations, we will give you at least [30] days' notice by email or in-app notice before they take effect.
19.2 If you do not accept a material change, you may cancel under clause 5 before the change takes effect. Continuing to use the Service after the effective date constitutes acceptance.
19.3 Changes required by law or necessary to address a security risk may take effect immediately.
Neither party is liable for a failure or delay in performance (other than a failure to pay money) caused by an event beyond its reasonable control, including natural disaster, war, terrorism, epidemic, industrial action, failure of telecommunications or internet infrastructure, or acts of government.
21.1 Entire agreement. These Terms, together with any order form, our Privacy Policy and any document expressly incorporated by reference, form the entire agreement between the parties and supersede all prior discussions and representations.
21.2 Order of precedence. If there is inconsistency, a signed order form or master agreement prevails over these Terms.
21.3 Assignment. You may not assign or novate these Terms without our written consent (not to be unreasonably withheld). We may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets.
21.4 No waiver. A failure or delay in exercising a right does not waive it.
21.5 Severability. If any provision is held unenforceable, it is severed and the remainder continues in force.
21.6 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, employment or agency relationship.
21.7 Notices. Notices to you may be sent to your account email address. Notices to us must be sent to michael@marketingmarkdown.com.
21.8 Publicity. We may identify you as a customer and use your name and logo on our website and marketing materials, unless you notify us otherwise in writing.
22.1 These Terms are governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that place.
22.2 Before commencing proceedings (other than for urgent interlocutory relief), the parties will attempt in good faith to resolve any dispute by discussion between senior representatives within 21 days of written notice of the dispute.
Marketing Markdown
Email: michael@marketingmarkdown.com