These terms are issued by REIID PTY LTD ACN: 628 051 454, trading as Brain PR (“Brain PR”, “we”, “us”). They apply to every Product and Service we supply to you under an Order. Please read them together with your Order — each Order forms a separate Contract that incorporates these terms.
Contact us Online: www.brainpr.com.au/contact Client portal: www.dash.brainpr.com.au Legal notices: legal@brainpr.com.au Privacy Policy: www.brainpr.com.au/privacy Community Standards: www.brainpr.com.au/community-standards
The important bits. Some Services have a Minimum Period stated in your Order. You can cancel at any time by giving us the notice stated below. If you cancel during a Minimum Period, you pay for work performed to the cancellation date plus any third-party costs we have committed on your behalf that we cannot recover — not the whole remaining contract value. We never increase your price during a Minimum Period. Nothing in these terms excludes your rights under the Australian Consumer Law.
1. How you engage us
1.1 An Order is the quote, proposal, engagement letter or online order that lists the Services you have selected, accepted by you in writing, electronically, or through the Brain PR Dash client portal.
1.2 We supply Services under three engagement types. Your Order states which applies:
| Engagement type | Examples | Minimum Period | How it continues | Cancellation |
|---|---|---|---|---|
| Project | Audits, brand identity, websites, apps, business/marketing plans, policy development, trademark filing support, one-off AI builds | None (term runs to delivery) | Ends on delivery and acceptance | 14 days’ written notice. You pay for work performed to the cancellation date plus committed non-recoverable third-party costs. Deposits and set-up fees are non-refundable except as required by the Australian Consumer Law. |
| Retainer | Virtual C-suite (vCxO), Board of Directors, communications management, ongoing PR, AI advisory | As stated in your Order | Continues month to month after the Minimum Period until cancelled | 30 days’ written notice. During a Minimum Period, cancellation fee = fees for work performed to the cancellation date plus committed non-recoverable third-party costs. |
| Subscription / Campaign | SEO, GEO, Google Ads, Display Ads, Social Media Ads, social media management, monitoring, managed websites and hosting | 6 months unless your Order says otherwise, starting when the Service is first made available | Continues month to month after the Minimum Period on the latest terms and price until cancelled | 30 days’ written notice, actioned within 14 days. During a Minimum Period, cancellation fee = fees for work performed plus committed non-recoverable third-party costs (including committed advertising spend). Unspent, uncommitted Campaign Spend is refunded. |
1.3 If your Contract continues after a Minimum Period, we will take reasonable steps to remind you at least four weeks before any renewal into a new fixed commitment. Keep your contact details current so we can reach you.
1.4 Scope and variations. Each Order defines the scope of the Services. Work outside that scope (including additional revisions beyond any stated allowance) will be quoted in writing and only performed once you accept the quote. If you request changes that expand scope mid-delivery, timelines and fees adjust accordingly.
1.5 Acceptance of deliverables. For Project Services, we will notify you when a deliverable is ready for review. You must accept it or give specific written reasons for rejection within 10 business days. If you do not respond within that period, or you put the deliverable into commercial use, it is deemed accepted. We will correct material non-conformities notified within the review period at no charge.
1.6 The Neureson™ platform is supplied under its own Terms of Service at neureson.ai and is not governed by these terms except where your Order expressly says so.
2. Your content
2.1 We need your input to deliver most Services. You agree to provide all Content we reasonably request within the timeframes we agree. Content means any information or material you provide or approve, including business names, trade marks, logos, photographs, artwork, text, video, data and access credentials.
2.2 You are responsible for ensuring your Content is accurate and kept up to date. For self-service features, updates are made through the Brain PR Dash.
2.3 We may decline to publish, or may remove or amend, Content that we reasonably believe is unlawful, infringes third-party rights, is defamatory, misleading or inappropriate, or that a regulator or law enforcement agency directs us to remove. Where practicable we will give you prior notice.
2.4 If you do not provide required Content within a reasonable time after we request it, we may commence or continue billing for the affected Service, and any Minimum Period continues to run. We will tell you before this happens. If a project is placed on hold for more than 7 business days due to your delay or lack of feedback, we may charge a reasonable re-activation fee reflecting the cost of re-scheduling the work; the fee will be communicated to you before work resumes.
2.5 Licence. You grant us a non-exclusive, royalty-free, worldwide licence to use, reproduce, adapt and communicate your Content for the purpose of delivering your Services and for the duration of your Contract, including publication on platforms and third-party sites required to deliver the Service (for example, search engines, social platforms and media outlets). We do not acquire ownership of your Content, and this licence ends when your Contract ends, except for Content already lawfully published in the course of delivering the Service (for example, distributed media releases), which cannot be recalled.
2.6 On cancellation, we will remove Content from properties we control within a reasonable period on your request, except where retention is required by law.
3. Fees, invoicing and payment
3.1 We invoice by email or through the Brain PR Dash. Invoices are due by the due date stated on the invoice or, if no due date is stated, within 7 days of the date of issue. All amounts are in Australian dollars and exclude GST unless stated otherwise; where GST applies you must pay it in addition, subject to receipt of a valid tax invoice.
3.2 Prices may include a management fee, administration fee or non-refundable set-up fee — these will be stated in your Order. Card payments may attract a processing surcharge no greater than our cost of acceptance, disclosed before payment.
3.3 If an invoice is unpaid after the due date, we may: (a) charge reasonable dishonour fees and debt recovery costs we actually incur; and (b) after giving you 7 days’ written notice, suspend the affected Services until payment. Persistent non-payment is dealt with under clause 13.
3.4 If you pay by direct debit, the Direct Debit Service Agreement we provide to you when the arrangement is established applies. We will not debit increased amounts without first giving you notice of the change under clause 6.
3.5 GST gross-up and input tax credit adjustments apply to any indemnity or reimbursement payments in the usual way.
3.6 Chargebacks. If you have a billing concern, contact us first so we can resolve it. If a chargeback is raised for a charge that was validly made under your Contract, we may suspend the affected Services on notice until the matter is resolved, and you must reimburse the chargeback and dispute fees actually imposed on us by the card scheme or bank. Nothing in this clause limits your right to dispute a charge you genuinely believe is incorrect or your rights under the Australian Consumer Law.
3.7 Retainers cannot be paused. Retainer and Subscription Services are either active or cancelled. Fees for the current billing cycle remain payable on cancellation, and client-side delays within a billing cycle do not entitle you to a pro-rata reduction — though unused advertising Campaign Spend is always treated under clause 4.3.
3.8 Refunds for delivered digital services. Fees for Services that have been performed, and for digital products and deliverables that have been supplied to you, are non-refundable for change of mind — their value is consumed on delivery and cannot be returned. This clause does not limit: (a) your remedies under the Australian Consumer Law where a Service fails to meet a consumer guarantee; or (b) the refund rights expressly stated elsewhere in these terms, including for detrimental changes (clause 6.2), our-fault termination (clauses 13.1 and 13.3), cancelled training sessions (clause 12.2) and unspent Campaign Spend (clause 4.3).
4. Third-party platforms and advertising
4.1 Many Services depend on third-party platforms (Google, Microsoft, Meta, hosting providers, media outlets, payment gateways). You authorise us to create, access and manage accounts, campaigns, keywords and profiles on your behalf, and you agree to be bound by the applicable third-party terms, including:
- Google Ads terms: https://adwords.google.com.au/select/tsandcsfinder
- Microsoft Advertising: https://about.ads.microsoft.com/en-us/resources/policies/microsoft-advertising-agreement
- Meta advertising policies: https://business.facebook.com/policies/ads/
4.2 You must provide access credentials (logins, permissions, domain keys) we reasonably need, and tell us immediately if you believe any account is compromised.
4.3 For paid advertising, you are charged for Activities (clicks, impressions or other billable events) as set out in your Order, plus our management fee. Our platform reports are used to calculate charges unless you establish they are incorrect. Unused Campaign Spend rolls over to the next monthly period; on cancellation, unspent and uncommitted Campaign Spend is refunded.
4.4 We may receive commercial benefits from platform partners in connection with placing advertising, and you consent to this. We will disclose the existence of such arrangements on request.
4.5 For eCommerce Services, you must hold your own payment gateway agreement (Stripe, PayPal, eWay or a compatible provider). Gateway fees are payable by you directly and are not included in our fees. We are not responsible for gateway faults — raise those with your provider.
5. Performance — what we do and don’t guarantee
5.1 We will supply Services with due care and skill and in a professional manner. Nothing in this clause excludes, restricts or modifies any consumer guarantee or other right you have under the Australian Consumer Law.
5.2 Subject to clause 5.1, we do not guarantee specific commercial outcomes. Search rankings, AI-engine visibility, advertising positions and costs-per-click, media coverage, audience growth, revenue and conversion outcomes depend on factors outside our control — including search and AI platform algorithms, competitor behaviour, market conditions, consumer preferences, media decisions and the quality and pricing of your own products and services. We do not guarantee a particular or consistent position or ranking, and we will not notify you of third-party algorithm or search-criteria changes.
5.3 Advisory Services. Strategic, vCxO, Board of Directors, AI governance, compliance, policy and cybersecurity Services are professional advisory and implementation services. They do not constitute legal, financial or accounting advice, and no cybersecurity Service can guarantee the prevention of security incidents. You remain responsible for business decisions made using our advice and deliverables, and should obtain independent legal or financial advice where appropriate.
5.4 Trade mark services. Brain PR is not a legal practice and its personnel are not registered trade marks attorneys or lawyers. Trade mark Services comprise research, preparation and administrative filing support only. We do not provide legal advice on registrability, infringement or enforcement, and we do not guarantee that any application will be accepted by IP Australia or any other registry. For contested or complex matters you should engage a registered trade marks attorney or solicitor.
5.5 Digital forensics. Forensic Services are performed to professional standards, but we do not warrant that findings will be admissible in any proceeding or accepted by any court, regulator or insurer. Evidence-handling requirements (including chain of custody and legal professional privilege arrangements) must be specified in your Order, and you should engage your legal advisers before and during any forensic engagement.
5.6 Online Services may be interrupted from time to time; we do not promise continuous, error-free availability.
6. Changes to Services, terms and prices
6.1 We will not increase the price of a Service during its Minimum Period.
6.2 We may change a Service, these terms or (outside a Minimum Period) a price. If a change is likely to benefit you or have a neutral effect, we may make it without notice. If a change is likely to have a detrimental effect on you, we will give you reasonable prior notice (or at least 3 days for urgent legal, security or technical changes), and you may cancel the affected Service without any cancellation fee before the change takes effect or within 30 days after receiving notice.
7. Intellectual property
7.1 Yours. You retain ownership of your Content and your pre-existing intellectual property.
7.2 Deliverables. Upon full payment for the relevant Service, intellectual property rights in final deliverables created specifically for you (logos, brand identities, website designs, written content, plans and policies produced for you) are assigned to you, or licensed to you as stated in your Order.
7.3 Ours. We retain all rights in our pre-existing and independently developed intellectual property, including our methodologies, strategic frameworks, templates, software, tools, analytics, reports formats and know-how (including Intelligent Ecosystems™ and related frameworks). Where our retained IP is embedded in a deliverable, you receive a non-exclusive, perpetual licence to use it as part of that deliverable for your internal business purposes. Data and performance reports we provide are licensed for your internal business analysis only.
7.4 Portfolio. Unless your Order says otherwise, we may identify you as a client and display non-confidential deliverables in our portfolio and marketing.
8. Confidentiality
8.1 Each party must keep the other’s confidential information confidential and use it only for the purposes of the Contract, except where the information is already known, independently obtained, publicly available other than through breach, or required to be disclosed by law. This obligation is mutual and survives the end of the Contract.
9. Privacy, spam and communications
9.1 We handle personal information in accordance with our Privacy Policy at www.brainpr.com.au/privacy. You consent to the collection, use and disclosure of personal information as described there.
9.2 You must comply with the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth) in connection with the Services, including in relation to any marketing lists or campaigns we run on your instructions. Guidance: https://www.acma.gov.au/avoid-sending-spam. Except for tracking tools we authorise, your Content must not include any mechanism that collects personal information.
9.3 We communicate by email, through the Brain PR Dash, by notices on our website, on your invoice, and by SMS. You are taken to have received emails sent to your nominated address; if we receive a non-delivery notification we will make reasonable attempts to contact you by other means. Keep your contact details current. Notices from you to us — including cancellation and termination notices — must be sent in writing to legal@brainpr.com.au or through the Brain PR Dash, and take effect when received.
10. Website, hosting and design Services
10.1 You are responsible for making and keeping backups of your Content unless your Order includes managed backups. Website products are built on established frameworks and templates; we do not promise a wholly unique look and feel unless your Order specifies custom design.
10.2 Where we register a domain for you, we will register it in your name as registrant where practicable. On cancellation, we will transfer domains registered for you at your request; a reasonable administration fee may apply. Subdomains of Brain PR properties are not transferable.
10.3 You must not use hosted products to display third-party advertising or as general data storage. If you do, we may suspend the product after notice until resolved; fees continue during a suspension caused by your breach.
10.4 Managed website tiers include a stated amount of editing time each calendar month. Unused time expires at month’s end and does not roll over. Work beyond your included time is quoted separately.
10.5 Domain renewals. Where domains are registered in your name, payment and renewal are your responsibility. We are not responsible for loss or cancellation of a domain caused by your non-payment or late renewal. Keep a record of renewal dates.
10.6 Browsers and devices. Websites are built and tested for current versions of major browsers. We do not guarantee identical display in every browser, operating system or device, or in browser versions released after handover; work required to support later browser versions is quoted separately.
10.7 Post-handover alterations. We are not responsible for changes made to your website by you or any third party after handover. Where such changes cause faults, repair work is quoted separately.
10.8 Design credit. A small design credit linking to Brain PR may appear in your website footer. We will remove it within 5 business days of your written request. Our portfolio right under clause 7.4 is unaffected.
10.9 The number of revision rounds included in a design or creative project is stated in your Order. Additional rounds are quoted under clause 1.4.
10.10 Hosting resource limits. Hosted Services are subject to the bandwidth, storage, memory and processing allowances stated in your Order or published on our website. If your usage exceeds those allowances (or, where none are stated, is excessive by reasonable commercial standards), we may ask you to reduce usage, charge for additional allowance at the rates stated in your Order, or — if excessive usage is degrading service to other clients and continues after notice — suspend the hosted Service until resolved.
10.11 Acceptable use of hosting. You are responsible for all Content hosted under your account and all access using your credentials, and you must keep those credentials secure and tell us immediately of any compromise. You must not use hosted Services for material or activity that is unlawful, infringing, obscene, defamatory or threatening, that promotes illegal products or services, or that interferes with our supply of services to other clients. We may suspend a hosted Service immediately where we reasonably believe such use is occurring, and may report suspected illegal activity to the relevant authorities. Costs we reasonably incur because of your misuse may be passed on to you.
10.12 Maintenance and monitoring. We may perform scheduled and unscheduled maintenance and will use reasonable endeavours to minimise disruption. We may monitor account resource usage and, on reasonable notice no more than once per year, audit your use of hosted Services for compliance with these terms. We do not monitor, review or edit your Content.
10.13 Third-party software. Hosted Services may include third-party software (for example, content management systems and plugins) licensed to you under the applicable third-party licence terms, which you must comply with.
10.14 End of hosting. When a hosted Service ends, we will keep your Content available for retrieval for 30 days after the end date (unless termination was for illegal content or a serious security risk), after which we may permanently delete it. Export assistance beyond self-service retrieval is quoted separately.
11. SEO, GEO, social media and public relations Services
11.1 For SEO and GEO Services you must maintain a functional website that: is operational 24/7, loads at an acceptable speed, has working features and links, is not substantially under construction, does not redirect wholesale to another site, and complies with search engine and AI platform policies. If site issues prevent delivery and remain unresolved for 30 days after we notify you, we may cancel the Service; you pay for work performed and committed costs to that date, and uncommitted Campaign Spend is refunded.
11.2 Social media management is performed during our standard business hours. We do not moderate or respond to comments or messages outside agreed scope or hours unless your Order says otherwise.
11.3 For paid advertising you promise that you have a principal place of business in Australia, that the ad account we manage for a channel is your only account for that channel unless disclosed, and that you will comply with all relevant platform terms.
11.4 Changes to optimised assets. SEO and GEO results depend on the integrity of the optimised website. If you or a third party materially change an optimised site without consulting us first — including renaming, moving or deleting pages, files or folders; altering titles, meta tags, verification tags, site architecture, internal links or anchor text; removing analytics code; uploading a new website; or duplicating content — we are not responsible for resulting losses in ranking, traffic or indexing, delivery timelines no longer apply, and re-optimisation work will be quoted at our then-current rates before it is performed.
11.5 Influencer and live commerce. Where Services include influencer marketing or live commerce, contracts with talent are between you and the talent unless your Order says otherwise; where we contract talent on your behalf, we do so as your disclosed agent. All sponsored content must be clearly distinguishable as advertising in accordance with the Australian Consumer Law and the AANA Code of Ethics, and you must not instruct us or any talent to omit required disclosures.
11.6 Independence and neutrality. In providing public relations, reputation and communications Services we act as your agency, not your advocate in belief. Content we produce on your behalf represents your views, positions and opinions, not ours, and our provision of Services does not imply that we agree or disagree with your position or actions, or attribute any moral, political or social viewpoint to Brain PR. We will decline any request or direction intended to change this position.
11.7 Ghostwritten works. Articles and other content may be written and submitted for publication on a ghostwritten basis or under a pen name. Unless we give prior written approval or elect to disclose our authorship, you must not disclose that Brain PR is the author or creator of such works, or disclose the strategy, research or methods behind them. If you breach this clause, you are liable for the loss we reasonably foreseeably suffer as a result.
11.8 Consents for people in content. Where identifiable individuals or their personal data appear in Content you supply, you must first obtain — and keep documented evidence of — the informed consent of those individuals (or their parent or guardian) to the collection, use and publication of their likeness and personal data in connection with the Services, and provide that evidence to us on request. You must tell us promptly if any such consent is withdrawn.
12. Training Services
12.1 Training programmes are delivered on the dates and by the method (in person or online) stated in your Order. You may substitute a nominated participant with another person from your organisation on written notice before the programme starts.
12.2 Rescheduling requested by you within 5 business days of a scheduled session may attract a reasonable rescheduling fee reflecting costs we cannot recover. If we cancel or reschedule a programme, you may elect a full refund of prepaid fees for the affected sessions or a transfer to a new date.
12.3 Training materials, workbooks, frameworks and certificates remain our intellectual property. Participants receive a non-transferable licence to use materials for their own professional development; materials must not be reproduced, shared outside your organisation or used to deliver competing training.
12.4 Certificates of completion record participation and assessed outcomes only; they are not accredited qualifications unless your Order expressly states otherwise.
13. Termination
13.1 By us, without fault by you. We may terminate a Service or Contract: (a) immediately if performance becomes unlawful, is required by law, or is prevented by a force majeure event; or (b) on 14 or more days’ notice where we do not intend to continue offering the Service. In either case you pay nothing further, owe no cancellation fee, and we refund any prepaid unused portion pro-rata.
13.2 By us, for your fault. We may suspend or terminate on notice if: (a) you fail to pay an invoice and do not remedy within 7 days of a reminder; (b) you materially breach the Contract and do not remedy within 14 days of notice; (c) you become insolvent, bankrupt or subject to external administration; or (d) after warning, you continue behaviour toward our people that is abusive or creates a risk to their health or safety. You must pay amounts for Services performed to the termination date plus any cancellation fee calculated under clause 1.2.
13.3 By you. You may cancel under clause 1.2, under clause 6.2 (detrimental change), or immediately if we materially breach and fail to remedy within 14 days of your notice — in which case we refund any prepaid unused portion pro-rata.
13.4 Selling your business does not automatically end your Contract. You remain liable until the Contract is cancelled under these terms or ownership is transferred with our approval, which we will not unreasonably withhold.
14. Liability
14.1 Nothing in these terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or any other right that cannot lawfully be excluded.
14.2 Subject to clause 14.1, for services our liability for breach of a guarantee or these terms is limited, at our option, to resupplying the services or paying the cost of having them resupplied.
14.3 Subject to clauses 14.1 and 14.2, each party’s total aggregate liability under a Contract is limited to the fees paid or payable under that Contract in the 12 months preceding the event giving rise to liability, and neither party is liable to the other for loss of profit, revenue, goodwill or data, or any indirect or consequential loss.
14.4 Each party’s liability is reduced to the extent the other party’s acts or omissions caused or contributed to the loss.
15. Your promises and indemnity
15.1 You promise that: you lawfully provide the products and services we promote for you, from the advertised location; you own or have all necessary rights in the Content you give us; your Content and your use of the Services do not contravene any law (including the Privacy Act and the Spam Act 2003 (Cth)), infringe third-party rights, or contain anything misleading, defamatory or malicious (including viruses or disabling code); and you will do the things we reasonably request to enable delivery.
15.2 You indemnify us against loss we suffer arising directly from your breach of clause 15.1 or from acts we take as your authorised agent on your instructions — except to the extent the loss is caused or contributed to by our own wrongful act, negligence or breach of contract.
16. General
16.1 Neither party may assign or novate its rights under a Contract without the other’s consent, which must not be unreasonably withheld. We may subcontract delivery to contracted specialists bound by confidentiality obligations; we remain responsible for their work.
16.2 Non-solicitation. During a Contract and for 12 months after it ends, you must not, without our written consent, directly engage or solicit for engagement any Brain PR employee or contracted specialist who was materially involved in delivering your Services. If you do, you agree to pay a placement fee equal to 25% of that person’s annualised remuneration or contract value, as a genuine pre-estimate of our recruitment and replacement costs.
16.3 Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate.
16.4 Each Contract is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.
16.5 Each Contract is the entire agreement for its subject matter. If any term is invalid or unenforceable, it is severed and the rest remains in force. A failure to enforce a term is not a waiver of it.
16.6 Clauses 7 (Intellectual property), 8 (Confidentiality), 14 (Liability), 15 (Your promises and indemnity) and 16.2 (Non-solicitation) survive the end of a Contract, together with any other term that by its nature is intended to survive.
Definitions
Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth). Business day means a day other than a Saturday, Sunday or public holiday in New South Wales. Activity means a click, impression or other billable advertising event stated in your Order. Campaign Spend means the portion of your price applied to purchasing paid advertising. Content has the meaning in clause 2.1. Contract means these Customer Terms together with your Order. Minimum Period means the minimum commitment period stated in your Order or clause 1.2. Order has the meaning in clause 1.1. Personal Information and Privacy Act have the meanings in the Privacy Act 1988 (Cth). Services (or Products) means the services and products listed in your Order.
REIID PTY LTD trading as Brain PR ™ © 2018–2026. All Rights Reserved.