Terms & Conditions

Riparian Capital Pty Ltd t/a NIO Digital (formerly World Class Creatives)  ·  ACN 614 523 741

Effective date: 15 April 2026  ·  Version 2.0

Governing law: Queensland, Australia

1. Definitions and interpretation

In these Terms and Conditions:

• “NIO Digital”, “we”, “us”, “our” means Riparian Capital Pty Ltd (ACN 614 523 741) trading as NIO Digital (and formerly as World Class Creatives), its employees, contractors, and authorised representatives.
• “Client”, “you”, “your” means the person or entity engaging NIO Digital for services, as identified in the relevant proposal, agreement, or invoice.
• “Services” means any creative, digital, marketing, CRM, Voice AI, telephony, strategy, or other services provided by NIO Digital to the Client.
• “Project” means a defined scope of work agreed between NIO Digital and the Client.
• “Deliverable” means any work product, asset, file, or output created by NIO Digital in the course of providing Services.
• “End-customer” means a third-party individual or entity that is a customer or contact of the Client whose personal data may be processed by NIO Digital in the course of providing Services.
• “Personal Data” has the meaning given in the Privacy Act 1988 (Cth) and applicable privacy laws.
• “Confidential Information” means all non-public information disclosed by either party in connection with the engagement, including business strategies, client lists, pricing, technical specifications, and personal data.
• “GST” means goods and services tax as defined under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• “ACL” means the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• “Intellectual Property Rights” means all copyright, trade marks, design rights, patents, database rights, confidential information rights, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.

A reference to a clause is a reference to a clause of these Terms and Conditions. Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa.

2. Agreement and application of these terms

These Terms and Conditions apply to all Services provided by NIO Digital to the Client. They apply to the exclusion of any terms or conditions of the Client unless expressly agreed otherwise in writing by a director or authorised representative of NIO Digital. No variation of these terms will be binding on NIO Digital unless confirmed in writing.

These terms apply to all services provided under the NIO Digital and World Class Creatives trading names. If you engaged NIO Digital or World Class Creatives prior to the effective date of this version, these updated terms apply to all new and ongoing engagements from the effective date.

The Client’s agreement to these terms is evidenced by any of the following: signing or accepting a proposal or statement of work; making full or partial payment of an invoice; or instructing NIO Digital to commence work, whether verbally or in writing.

3. Our services

NIO Digital provides a range of creative, digital, and marketing services including but not limited to:

• Brand strategy, brand identity, and graphic design
• Website design, development, and e-commerce
• Search engine optimisation (SEO) and pay-per-click advertising (PPC)
• Social media marketing, content creation, and management
• Email marketing and SMS marketing (on behalf of clients and for our own purposes)
• Photography, videography, and content production
• Print design and management
• CRM platform implementation, management, and automation
• Voice AI services including automated telephony, call recording, and transcription
• Marketing strategy and consulting
• Website hosting and ongoing maintenance

The specific Services, deliverables, timelines, and fees for each engagement will be set out in a proposal, quote, or statement of work provided by NIO Digital to the Client. In the event of any inconsistency between a proposal and these terms, these terms prevail unless the proposal expressly states otherwise.

4. Estimates, quotes, and cost variations

4.1 Estimates. All prices quoted are estimated only, unless expressly stated as fixed price in writing. Estimates are based on projected working hours at current service rates, plus applicable materials and third-party costs. Estimates are not binding and are subject to change.

4.2 Briefs. Where possible, a full written brief should be provided by the Client before an estimate is prepared. NIO Digital is not responsible for inaccurate estimates where the Client has provided insufficient or incorrect briefing information.

4.3 Cost variations. Additional charges may apply in the following circumstances:

• Alterations or additions to agreed scope, specifications, or previously approved work
• Increases in material or third-party costs after acceptance of an estimate
• Work required beyond the agreed scope due to Client changes, delays, or additional requests
• Increased complexity discovered during the course of the project

NIO Digital will notify the Client of any anticipated cost variation before incurring the additional expense where practicable. Third-party expenditure incurred on behalf of the Client (such as advertising spend, platform fees, printing costs, stock images, or domain registrations) will be quoted and invoiced separately or as agreed.

4.4 GST. All prices quoted are exclusive of GST unless otherwise stated. GST will be added to invoices where applicable.

5. Client obligations and warranties

The Client agrees and warrants that:

• All information, materials, data, content, and assets provided to NIO Digital are owned by the Client or the Client has the necessary rights, licences, and permissions to use them and to provide them to NIO Digital for the purposes of the engagement
• Any content, data, or materials provided do not infringe any third party’s Intellectual Property Rights, breach any applicable law, or constitute defamatory, misleading, deceptive, or otherwise unlawful material
• Where the Client provides contact lists, CRM data, or other personal data for use in marketing campaigns or CRM services, the Client warrants that: (a) such data was collected lawfully; (b) individuals have provided the required consent for the intended marketing communications; (c) the Client’s own privacy notice covers the intended processing; and (d) the Client will maintain a valid legal basis for that processing for the duration of the engagement
• The Client will respond to requests for approvals, information, and feedback within agreed timeframes. Delays caused by the Client may affect project timelines and may result in additional costs
• The Client will comply with all applicable laws in connection with its use of NIO Digital’s services, including spam laws, privacy laws, consumer protection laws, and advertising standards
• The Client holds all necessary licences, registrations, and permissions required to operate its business and to conduct the activities that NIO Digital is engaged to support

NIO Digital reserves the right to decline or cease providing Services where the Client’s instructions, content, or conduct would, in NIO Digital’s reasonable opinion, breach any law, infringe third-party rights, or require NIO Digital to act unethically or unlawfully. NIO Digital will not promote websites, products, or services that involve hate speech, illegal activity, or content that discriminates against any person or group.

6. Project workflow: briefs, approvals, and proofs

6.1 Initial work. Work produced experimentally or at the Client’s request, including initial concepts, mock-ups, or exploratory designs, will be charged for at NIO Digital’s standard rate unless otherwise agreed in writing.

6.2 Proofs and approvals. NIO Digital will present final proofs, designs, or deliverables to the Client for approval prior to publication, printing, or deployment. When the Client gives approval — whether by written sign-off, email confirmation, or other written acknowledgement — the Client is taken to have reviewed all aspects of the material and to be satisfied with them. Any exceptions must be noted in writing at the time of approval.

6.3 Post-approval changes. Changes requested after approval has been given may attract additional charges at NIO Digital’s current hourly rate.

6.4 Client-supplied content. NIO Digital is not responsible for errors, omissions, or inaccuracies in content supplied by the Client, including copy, images, data, or other materials incorporated into deliverables at the Client’s direction.

6.5 Client’s property. Physical or digital assets, materials, and files supplied to NIO Digital by the Client remain the property of the Client. NIO Digital will take reasonable care of such materials. Where third-party sub-contractors are engaged by NIO Digital, Client-supplied artwork and assets remain the property of the Client and may not be copied, used, or reproduced by the sub-contractor for any purpose outside the scope of NIO Digital’s instruction.

7. Intellectual property and copyright

7.1 Ownership during engagement. All Intellectual Property Rights in any Deliverable created by NIO Digital remain with NIO Digital until payment in full has been received for the relevant project or engagement. No rights are transferred to the Client until full payment is made.

7.2 Transfer upon payment. Upon receipt of full payment, NIO Digital assigns to the Client all Intellectual Property Rights in the final agreed Deliverables produced specifically for the Client, to the extent those rights are owned by NIO Digital. For the avoidance of doubt, this assignment does not extend to:

• NIO Digital’s pre-existing tools, templates, frameworks, methodologies, or background IP used in producing the Deliverables
• Third-party licensed elements (stock images, fonts, plugins, platform themes) incorporated into Deliverables, which remain subject to their respective licence terms
• Any Deliverable for which the parties have agreed in writing to a licence arrangement rather than an assignment

7.3 Client warranties. The Client must not submit for use by NIO Digital any material that would constitute an unauthorised use of a third party’s copyright or other Intellectual Property Rights. In the event of any breach of this obligation, the Client remains liable to pay all sums due to NIO Digital and shall indemnify NIO Digital against any loss, costs, claims, or expenses attributable to such unauthorised use.

7.4 Portfolio rights. NIO Digital reserves the right to display completed work in its portfolio, website, social media, and promotional materials unless the Client requests otherwise in writing prior to project commencement or completion.

7.5 Proprietary SEO and development code. Code, technical configurations, and SEO optimisation work produced by NIO Digital may be based on the Client’s website but incorporates NIO Digital’s proprietary methodologies. Such work may not be sold, licensed, or transferred to another party or used to index another website without NIO Digital’s prior written consent.

8. Payment terms

8.1 General payment. Payment is typically required before work commences. For larger or longer projects, invoicing may be split into agreed phases or milestones. The final payment is due upon completion of the agreed deliverables or at the milestone agreed in writing.

8.2 Invoice due dates. All invoices are due by the date specified on the invoice. Where no date is specified, payment is due within 14 days of the invoice date. Time is of the essence in relation to payment obligations.

8.3 Late payment. Where payment is not received by the due date, NIO Digital reserves the right to:

• Suspend work on any current or future projects until the overdue amount is paid
• Charge interest on overdue amounts at a rate of 10% per annum, calculated daily from the due date until the date of payment
• Recover all reasonable costs of debt collection, including legal fees and administrative expenses, as a debt owed by the Client
• Withhold delivery of completed Deliverables until all outstanding amounts are paid

8.4 Hosting invoices. Where NIO Digital provides website hosting services, invoices overdue by 30 days may result in suspension of email services; invoices overdue by 60 days may result in the website being taken offline; invoices overdue by 90 days may result in legal proceedings being commenced. NIO Digital is not liable for any loss suffered by the Client or its customers arising from such suspension.

8.5 SEO and PPC payments. No SEO or PPC work is commenced until 100% of the applicable fee has been received. No retroactive refunds are available for SEO or PPC services that have been commenced.

8.6 CRM and Voice AI services. Recurring CRM management and Voice AI services are charged on a subscription or retainer basis as agreed. Payment is due in advance of each billing period. Failure to pay may result in suspension of platform access and services.

8.7 Third-party costs. Third-party costs incurred by NIO Digital on behalf of the Client (including advertising spend, platform subscriptions, domain registrations, stock imagery, and printing) are payable by the Client in addition to NIO Digital’s service fees, and are non-refundable once incurred.

8.8 Maintenance charges. Maintenance services are charged at the current maintenance rate in half-hourly increments, with a minimum charge of one half-hour per engagement. Maintenance rates apply only where the original project has been paid for in full, or as otherwise agreed in writing. NIO Digital determines in its discretion whether a request constitutes maintenance or new design work; where the latter applies, the design rate is applicable.

9. Project postponement, cancellation, and termination

9.1 Cancellation before 50% completion. If a project is cancelled before 50% completion, a refund will be issued minus all charges accumulated by NIO Digital to that point, calculated at NIO Digital’s standard rate based on hours spent, plus any third-party costs incurred. Setup costs and administration fees are non-refundable.

9.2 Cancellation after 50% completion. If a project is postponed or cancelled after more than 50% completion, the full balance of the project will be invoiced. Where the Client later wishes to resume the project, it may be completed at the Client’s nominated continuation date, subject to NIO Digital’s availability and potentially subject to additional restart costs.

9.3 Percentage of completion. The percentage of completion is calculated on current hours spent as a proportion of total hours quoted. A project timesheet will be provided to the Client as evidence upon request.

9.4 Recurring services. Where Services are provided on a recurring or subscription basis (including CRM management, Voice AI, SEO retainers, social media management, or hosting), either party may terminate the arrangement by providing 30 days’ written notice unless a fixed minimum term is stated in the relevant proposal or service agreement, in which case that minimum term applies. Fees paid for a billing period already commenced are non-refundable.

9.5 Termination for cause. NIO Digital may terminate any engagement immediately and without liability to the Client if: (a) the Client breaches any material provision of these terms and fails to remedy the breach within 7 days of written notice; (b) the Client becomes insolvent or enters into administration, receivership, or liquidation; (c) the Client engages in conduct that is unlawful, dishonest, or harmful to NIO Digital’s reputation; or (d) continuing the engagement would require NIO Digital to act unlawfully or unethically.

9.6 Effect of termination. Upon termination, the Client must pay all outstanding amounts for work completed or costs incurred to the date of termination. NIO Digital will, upon receipt of final payment, provide the Client with all completed Deliverables and, where applicable, assist with transition of platforms and services to the Client or a nominated successor.

10. Search engine optimisation (SEO) and pay-per-click (PPC) services

10.1 No guarantees. NIO Digital does not guarantee any specific search engine ranking, position, or result. We will make every reasonable effort to optimise performance for the Client’s keyword phrases, but rankings are subject to search engine algorithm changes, competitor activity, and other factors beyond NIO Digital’s control.

10.2 Algorithm changes. NIO Digital is not liable for drops in ranking, traffic, or performance caused by changes to search engine policies, algorithm updates, or the actions of third-party platforms. These are inherent risks of SEO and PPC services that the Client accepts upon engagement.

10.3 Risk acknowledgement. The Client acknowledges that some SEO strategies involve an element of risk and that no absolute guarantee of compliance with all search engine terms of service can be given. NIO Digital will apply strategies it reasonably believes to be current best practice.

10.4 Content standards. NIO Digital will not provide SEO or PPC services for websites or campaigns that promote hate speech, discrimination, illegal activity, or content that NIO Digital deems unacceptable in its reasonable discretion. NIO Digital reserves the right to decline or cease such engagements without explanation.

10.5 Third-party platform liability. NIO Digital is not liable for changes made by third-party advertising or search platforms that negatively affect a Client’s campaign performance, search rankings, or business revenue.

11. CRM platform services

11.1 Scope. Where NIO Digital provides CRM implementation, management, automation, or related services, the specific scope will be set out in a proposal or service agreement. This clause applies to all CRM-related services.

11.2 Processor role. In providing CRM services, NIO Digital acts as a data processor on behalf of the Client. The Client is the data controller and is responsible for ensuring it has a lawful basis to collect and hold the personal data stored in the CRM, and for ensuring its privacy notice covers the processing activities NIO Digital performs on its behalf.

11.3 Client data responsibilities. The Client warrants that all personal data it provides or directs NIO Digital to enter into the CRM was lawfully collected, that individuals have provided any required consent for the intended use, and that the Client will maintain ongoing compliance with applicable privacy laws for that data.

11.4 Data Processing Agreement. Where required by applicable law (including the Australian Privacy Act, Malaysian PDPA, Singapore PDPA, or relevant US state law), the parties will enter into a separate Data Processing Agreement (DPA) governing the terms on which NIO Digital processes personal data on the Client’s behalf. NIO Digital’s standard DPA is available on request.

11.5 Third-party platforms. CRM services may be delivered using third-party platforms (including but not limited to GoHighLevel, HubSpot, Salesforce, or ActiveCampaign). The Client acknowledges that such platforms have their own terms of service and privacy policies, and that NIO Digital is not liable for the acts or omissions of those platform providers.

11.6 Data on termination. Upon termination of CRM services, NIO Digital will, upon request and upon receipt of any outstanding payments, provide the Client with an export of Client data held in the CRM in a commercially reasonable format. NIO Digital will thereafter delete or anonymise the Client’s data from its systems within 30 days, unless a longer retention period is required by law.

11.7 Uptime and availability. NIO Digital does not warrant uninterrupted availability of CRM platforms. Planned and unplanned downtime may occur. NIO Digital is not liable for any loss arising from platform downtime, whether attributable to NIO Digital, third-party providers, or external factors.

12. Voice AI and telephony services

12.1 Scope. Where NIO Digital provides Voice AI services — including automated call handling, call routing, call recording, transcription, and AI-driven voice interactions — this clause applies in addition to all other relevant terms.

12.2 Client responsibilities for consent. The Client is responsible for ensuring that all persons who interact with a Voice AI system deployed on the Client’s behalf have been provided with appropriate notification and, where required by law, have given their consent to being recorded and to interacting with an automated system. NIO Digital will implement notification mechanisms within the call flow as directed by the Client, but the Client bears ultimate responsibility for compliance with applicable call recording and consent laws.

12.3 Jurisdiction-specific obligations. The Client acknowledges that call recording laws vary by jurisdiction. In particular, many US states require all-party consent for call recording. The Client must advise NIO Digital of the geographic locations from which calls are expected to originate, and must ensure that the consent mechanism deployed is compliant with the laws of all relevant jurisdictions.

12.4 Recording and transcription data. Call recordings and transcripts are personal data. They will be handled in accordance with NIO Digital’s Privacy Policy and any applicable Data Processing Agreement. Recordings will be retained for the period specified in the service agreement or, where not specified, for 12 months, after which they will be securely deleted.

12.5 AI accuracy. Voice AI systems may produce transcriptions, summaries, or responses that contain errors. NIO Digital does not warrant the accuracy, completeness, or fitness for purpose of any AI-generated output. The Client is responsible for implementing appropriate human review processes where accuracy is critical.

12.6 Third-party infrastructure. Voice AI services are delivered using third-party telephony and AI infrastructure providers. NIO Digital is not liable for service interruptions, errors, or data incidents attributable to those third-party providers. Where NIO Digital is made aware of an incident, it will notify the Client promptly and cooperate in any investigation or remediation.

12.7 Indemnity. The Client indemnifies NIO Digital against any loss, cost, claim, or liability arising from the Client’s failure to implement compliant consent mechanisms, or from the Client’s unlawful use of Voice AI services or call recording data.

13. Email and SMS marketing services

13.1 Client obligations. Where NIO Digital manages or executes email or SMS marketing campaigns on the Client’s behalf, the Client warrants that: (a) all recipients have provided the required consent for the type of communication being sent; (b) the Client’s contact lists comply with applicable spam and privacy laws; and (c) the Client’s own privacy notice adequately covers the marketing activities being conducted.

13.2 Applicable laws. Email and SMS marketing services are subject to the following legislation, as applicable:

• Australia: Spam Act 2003 (Cth) — commercial electronic messages require consent and a functional unsubscribe mechanism
• Malaysia: Personal Data Protection Act 2010 and Communications and Multimedia Act 1998
• Singapore: Personal Data Protection Act 2012 including Do Not Call Registry obligations
• United States: CAN-SPAM Act (commercial email) and Telephone Consumer Protection Act (TCPA) for SMS and automated calls — prior express written consent is required before sending automated messages to US mobile numbers

13.3 Suppression lists. NIO Digital will maintain and honour suppression lists (opt-out records) for all campaigns it manages. The Client must provide NIO Digital with any existing suppression lists at the commencement of an engagement. NIO Digital is not liable for sending communications to individuals where the Client has failed to provide a complete suppression list.

13.4 Client indemnity. The Client indemnifies NIO Digital against any claim, penalty, or liability arising from the Client’s provision of non-compliant contact lists or from the Client’s instructions to send communications that breach applicable spam, privacy, or consumer protection laws.

14. Website hosting and maintenance

14.1 Hosting. Where NIO Digital provides website hosting, the Client acknowledges that no hosting service can guarantee 100% uptime. NIO Digital will take reasonable steps to maintain service availability but is not liable for any loss arising from downtime, whether planned or unplanned.

14.2 Security. NIO Digital takes reasonable precautions to maintain the security of hosted websites and systems. However, given the nature of the internet, NIO Digital cannot guarantee that websites will be free from security breaches, malware, or unauthorised access. The Client is responsible for maintaining secure access credentials and for promptly notifying NIO Digital of any suspected security incident.

14.3 Credit card transactions. NIO Digital strongly recommends that all credit card transactions on Client websites be processed through a PCI-compliant third-party payment gateway. NIO Digital is not responsible for any loss, fraud, or misuse arising from credit card transactions processed through a Client’s website. The Client accepts full responsibility for complying with applicable payment security standards (including PCI DSS). All credit card data should be transmitted using SSL encryption and no card data should be stored on the website or server without proper security controls.

14.4 Maintenance classification. NIO Digital determines in its reasonable discretion whether a request constitutes routine maintenance or new design work. Where a request is classified as new design work, NIO Digital’s design rate applies rather than the maintenance rate.

14.5 Client account security. The Client is responsible for maintaining the confidentiality of its account credentials and passwords for all platforms managed by or through NIO Digital. NIO Digital is not liable for any loss or damage resulting from unauthorised access to a Client’s account where the Client has failed to take reasonable security precautions.

15. Data handling, privacy, and confidentiality

15.1 Privacy Policy. NIO Digital’s collection and handling of personal information is governed by our Privacy Policy, available at niodigital.com.au/privacy-policy. The Privacy Policy forms part of the agreement between NIO Digital and the Client.

15.2 Confidentiality. Each party agrees to keep the other party’s Confidential Information confidential and not to disclose it to any third party without prior written consent, except: (a) to employees, contractors, or advisers who need to know it for the purpose of the engagement and who are bound by equivalent confidentiality obligations; or (b) as required by law or regulatory authority.

15.3 Client data security. NIO Digital will implement appropriate technical and organisational measures to protect personal data and Client Confidential Information against unauthorised access, loss, or disclosure. In the event of a data security incident affecting Client data, NIO Digital will notify the Client promptly and cooperate in any investigation, remediation, or required regulatory notification.

15.4 Data Processing Agreement. Where NIO Digital processes personal data on behalf of a Client in the course of providing Services, the parties may enter into a separate Data Processing Agreement. Where required by applicable privacy law, execution of a DPA is a condition of NIO Digital commencing data processing activities for that Client.

15.5 Survival. Confidentiality obligations under this clause survive termination of the engagement for a period of 3 years.

16. Sub-contracting and third-party providers

NIO Digital may engage sub-contractors, freelancers, specialist agencies, and technology platform providers to assist in delivering Services to the Client. The Client consents to this. NIO Digital remains responsible to the Client for the performance of any sub-contracted work. Sub-contractors engaged by NIO Digital are required to comply with NIO Digital’s confidentiality and data protection requirements. Client-supplied assets and data provided to sub-contractors remain the property of the Client and may not be used by sub-contractors for any purpose outside NIO Digital’s instruction.

17. Limitation of liability

17.1 General limitation. To the maximum extent permitted by applicable law (including the ACL), NIO Digital’s aggregate liability to the Client for any claim or series of related claims arising under or in connection with these terms or any engagement — whether in contract, tort (including negligence), statute, or otherwise — is limited to the total fees paid by the Client to NIO Digital in the 3 months immediately preceding the event giving rise to the claim.

17.2 Exclusion of consequential loss. To the maximum extent permitted by law, NIO Digital excludes all liability for indirect, consequential, special, incidental, or punitive loss or damage, including but not limited to: loss of profits, loss of revenue, loss of business opportunity, loss of data, loss of goodwill, or business interruption — however arising and whether or not foreseeable — in connection with any Service, Deliverable, or engagement.

17.3 Delay. NIO Digital is not liable for any loss or damage, whether direct or consequential, caused by delay in performance or completion of any project or service, however that delay arises, including delays attributable to third-party providers, Client responsiveness, force majeure, or circumstances beyond NIO Digital’s reasonable control.

17.4 Third-party platforms and services. NIO Digital is not liable for the acts, omissions, errors, or service interruptions of third-party platforms, tools, or providers used in delivering Services, including but not limited to search engines, social media platforms, CRM software providers, advertising networks, telephony providers, or AI infrastructure providers.

17.5 SEO and digital marketing. NIO Digital is not liable for loss of search engine rankings, reduction in website traffic, decline in advertising performance, or associated revenue loss where such outcomes result from search engine algorithm changes, platform policy updates, competitor activity, or other factors outside NIO Digital’s reasonable control.

17.6 Internet and technology limitations. The Client acknowledges that information transmitted over the internet is not inherently secure or confidential. NIO Digital does not guarantee the security of internet transmissions. The Client is responsible for implementing its own security measures appropriate to its risk profile.

17.7 Client’s own liability. NIO Digital is not liable for any loss suffered by the Client or any third party as a result of the Client’s breach of these terms, the Client’s instructions to NIO Digital, the Client’s own non-compliance with applicable laws, or the Client’s failure to maintain secure access to its accounts and systems.

18. Australian Consumer Law

Nothing in these Terms and Conditions excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the ACL or any other applicable law that cannot lawfully be excluded or limited. Where NIO Digital’s services are supplied to a “consumer” as defined under the ACL, NIO Digital’s liability for a failure of a statutory guarantee is limited (to the extent permitted by law) to: (a) in the case of services, the supply of the services again or the payment of the cost of having the services supplied again; or (b) in the case of goods, the replacement, repair, or refund of the cost of the goods. This clause does not limit NIO Digital’s liability for any guarantee that cannot lawfully be excluded or limited.

19. Insolvency and financial default

If any of the following events occur in relation to the Client, NIO Digital may (without prejudice to any other right or remedy) immediately suspend or cancel any contract or ongoing services without liability to the Client, and any amounts owing become immediately due and payable:

• The Client becomes insolvent, is unable to pay its debts as they fall due, or makes a voluntary arrangement with its creditors
• A petition is presented or a resolution passed to wind up the Client (other than for solvent reconstruction or amalgamation)
• A receiver, administrator, or liquidator is appointed over the whole or any part of the Client’s assets
• The Client ceases or threatens to cease trading
• Any execution, distress, or other enforcement process is levied or enforced against any of the Client’s property

20. Dispute resolution

20.1 Negotiation. If a dispute arises between the parties in connection with these terms or any engagement, the parties must first attempt to resolve it by good faith negotiation. Either party may initiate this process by giving written notice to the other describing the dispute.

20.2 Mediation. If the dispute is not resolved by negotiation within 21 days of that written notice (or such longer period as the parties agree), either party may refer the matter to mediation administered by the Resolution Institute or a mutually agreed mediator. The costs of mediation are shared equally unless the mediator determines otherwise.

20.3 Litigation. If mediation fails to resolve the dispute, either party may commence legal proceedings. Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

20.4 Continued performance. Unless the parties agree otherwise, each party must continue to perform its obligations under the agreement during the dispute resolution process.

21. Governing law and jurisdiction

These Terms and Conditions are governed by and construed in accordance with the laws of Queensland, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Queensland and the Federal Court of Australia in relation to any dispute arising under or in connection with these terms or any engagement. This does not affect any rights you may have under the laws of your own jurisdiction as a consumer under applicable consumer protection legislation.

22. Amendments to these terms

NIO Digital may update these Terms and Conditions from time to time. The current version is available at niodigital.com.au/terms-and-conditions. Where changes are material, NIO Digital will provide reasonable notice to existing clients by email or via the website. Continued engagement with NIO Digital after the effective date of an updated version constitutes acceptance of the updated terms. For engagements governed by a fixed-term service agreement, the terms in force at the time of agreement apply for the duration of that agreement unless the parties agree otherwise in writing.

23. Contact details

For any questions regarding these Terms and Conditions, please contact: