Legal
Terms of Service
These Terms of Service (“Terms”) govern the provision of all services by Jason Wei trading as Wei&Co (“Wei&Co”, “we”, “us”, “our”) to you, the client (“Client”, “you”, “your”). By engaging Wei&Co, you agree to be bound by these Terms together with the specific scope, deliverables, fees and term set out in your Service Agreement or Proposal (the “Agreement”). Where these Terms and your Agreement conflict, your Agreement prevails.
1. Definitions
- Business Day means any day that is not a Saturday, Sunday or public holiday in Victoria, Australia.
- Fees means the prices and any additional charges set out in your Agreement.
- Services means the marketing and/or AI implementation services described in your Agreement.
- Diagnosis means the initial fixed-fee review Wei&Co provides before any further engagement.
- Confidential Information means information disclosed by one party to the other that is identified as confidential or would reasonably be understood to be confidential, excluding information that is public (other than through a breach of these Terms) or independently developed.
2. Services
We will provide the Services described in your Agreement with reasonable care and skill. Wei&Co offers two broad lines of service, digital marketing (including SEO, Google Ads, Meta Ads and organic video content) and AI implementation and automation. The specific Services, deliverables and scope applicable to you are those set out in your Agreement.
Every engagement begins with a Diagnosis. The Diagnosis is a fixed-fee first step and does not commit either party to any further work.
3. Fees and payment
- Fees are set out in your Agreement. Unless stated otherwise, invoices are payable within fourteen (14) days of the invoice date.
- We may charge a late-payment fee of 20% of the outstanding retainer amount, or a flat fee, whichever applies, on any amount not paid within fourteen (14) days.
- Payment may be made by bank transfer or direct debit. We begin providing the Services on receipt of your first payment.
- Where a Service involves third-party media spend (for example Google or Meta advertising), that spend is separate from our Fees. You may pay platforms directly, or we may pay on your behalf once you have pre-paid an invoice covering that spend.
- For paid-media management, where a service fee is not otherwise stated in your Agreement, our management fee may be calculated as a percentage of monthly media spend, as set out in your Agreement.
4. Refunds
- The Diagnosis fee is non-refundable once the Diagnosis has been delivered.
- Retainer fees are non-refundable for the current month, and once a scope of work has been agreed and commenced, fees for that work are non-refundable.
- Where we agree in writing to provide a credit, any minimum term in your Agreement is extended by the equivalent period.
5. Term, rolling engagements and termination
- Your Agreement sets out any minimum term. After the minimum term, engagements continue on a rolling basis until cancelled.
- To cancel a rolling engagement, you must give us at least thirty (30) days’ written notice. You remain liable for Fees up to and including the notice period.
- If you cancel within a minimum term, you remain liable for the Fees for the balance of that term.
- We may terminate the Agreement on written notice if you fail to respond to reasonable requests within ten (10) Business Days, fail to provide necessary access, content or approvals within reasonable deadlines, have more than one overdue invoice, or materially breach these Terms. On such termination you remain responsible for Fees for the committed term.
6. Your responsibilities
- You agree to provide, in a timely way, the access, information, content, approvals and credentials we reasonably need to deliver the Services.
- You warrant that any material you provide to us (including keywords, copy, images and brand assets) does not infringe any third party’s rights and complies with applicable law.
- Delays caused by late access, content or approvals may delay delivery, and we are not liable for those delays.
- You agree to handle any personal data in systems we build in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
7. Revisions
Unless your Agreement states otherwise, deliverables include up to three (3) rounds of revisions. Additional revisions beyond this are charged at $500 + GST per hour, quoted and approved by you in writing before the additional work proceeds. You acknowledge that each round of revisions may delay go-live.
8. No guarantee of results
We bring real care and experience to the work, but we make no warranty or guarantee that the Services will produce any particular increase in traffic, rankings, leads, sales, revenue or other outcome. Marketing and AI-driven results are affected by many factors outside our control, including platform algorithm changes, competitor activity and changes you make to your own systems. To the extent permitted by law, we accept no liability for losses arising from the provision of the Services, and you agree to indemnify us against claims arising from your use of the Services or from material you provide.
9. Intellectual property and ownership
We believe you should own what we build for you. On full payment, deliverables created specifically for you under your Agreement, including the automation systems and configurations we implement, are owned by you, and you will have access to and visibility of how they work. We retain ownership of our own underlying methodologies, tools, know-how and any general-purpose components not created specifically for you, and we may reuse these in our wider practice.
10. Confidentiality
Each party will keep the other’s Confidential Information confidential and use it only for the purposes of the Agreement, except where disclosure is required by law.
11. Non-solicitation
During the engagement and for twelve (12) months after it ends, you agree not to solicit or employ any person engaged by Wei&Co in providing the Services, except with our written consent.
12. Non-disparagement
You agree not to make defamatory or knowingly false disparaging statements about Wei&Co to any third party, including on social media, except as required to comply with the law. Nothing in this clause prevents you from making a genuine, honestly-held complaint or giving truthful information to a regulator.
13. Dispute resolution
If a dispute arises, the parties will first try to resolve it by good-faith negotiation, beginning within fourteen (14) days of written notice of the dispute. If it is not resolved within thirty (30) days, the parties will attempt mediation in Melbourne, Victoria. If mediation does not resolve the dispute within a further sixty (60) days, the dispute may be referred to arbitration seated in Melbourne, Victoria, conducted in English before a single arbitrator. Both parties continue to perform their obligations while a dispute is being resolved. These Terms are governed by the laws of Victoria, Australia, and both parties submit to the courts of that State.
14. Changes to these Terms
We may update these Terms from time to time. Material changes will be communicated to current clients in writing. The version that applies to your engagement is the one in effect when your Agreement is signed, unless we agree otherwise.
15. Contact
Jason Wei trading as Wei&Co
ABN 81 208 686 493
13 Howitt Street, South Yarra VIC 3141
jason@weiandco.com.au