Master Services Agreement

Walker Hill Digital Pty Ltd (ABN 15 167 763 895), trading as WHD Agency ("WHD")

and the Client named in the relevant Statement of Work

1. Parties and background

1.1 This agreement is made between:

(a) Walker Hill Digital Pty Ltd ABN 15 167 763 895, trading as WHD Agency, of Level 3, 80 Petrie Terrace, Petrie Terrace QLD 4000 ("WHD"); and

(b) the Client named in each Statement of Work signed under this agreement.

1.2 WHD is a specialist marketing partner. The Client engages WHD to provide marketing services as described in one or more Statements of Work. The parties intend a working partnership built on transparent reporting, performance-tied pricing, and clear ownership of what each side brings to the engagement.

2. Definitions

In this agreement, capitalised terms have the following meanings:

Ad Spend means amounts paid by the Client directly to advertising platforms (Google, Meta, TikTok and others) for media purchased on the Client's behalf.

Authorised Approver means the person nominated by the Client in the SOW as the Client's primary point of approval, or any substitute notified by the Client in writing.

Base Fee means the monthly fee for ongoing services set out in the SOW.

Client Materials means logos, brand assets, copy, products, customer data, account access and other materials provided by the Client to WHD.

Confidential Information has the meaning given in clause 18.

DDR means the GoCardless direct debit request form signed by the Client alongside this agreement.

Deliverables means the work products produced by WHD for the Client under a SOW.

Fees means the Base Fee, Performance Fee, project fees, production fees, and any other amounts payable by the Client under a SOW.

Ignite Program means WHD's onboarding program with a three (3) month minimum engagement.

Performance Fee means the fee calculated by reference to Ad Spend above the agreed Threshold, as defined in clause 5.2.

PulseOS means WHD's proprietary marketing operating system, including its data models, methodology, prompts, training data and underlying code.

Services means the services provided by WHD under a SOW, drawn from WHD's five service pillars: Google Ads, Paid Media, Creative Production, Organic and Content, and Strategy and Automation.

SOW or Statement of Work means a signed proposal between WHD and the Client describing a particular engagement.

Threshold means the monthly Ad Spend baseline above which the Performance Fee is calculated, as set in the SOW.

3. Structure of the agreement

3.1 This MSA together with each signed SOW forms a binding agreement between the parties for the engagement described in that SOW.

3.2 Where a SOW conflicts with this MSA on a matter the SOW expressly addresses, the SOW prevails for the scope it covers.

3.3 The signed DDR is incorporated by reference and forms part of this agreement.

4. Services

4.1 WHD will provide the Services described in each SOW.

4.2 SOWs are drawn from WHD's five service pillars: Google Ads, Paid Media, Creative Production, Organic and Content, and Strategy and Automation.

4.3 Each SOW will set out: scope, Base Fee, Performance Fee Threshold and percentage, performance targets (and any kill conditions), reporting cadence, approval turnaround, and any vertical-specific compliance requirements (for example, AHPRA and TGA requirements for health-sector clients). The assigned account manager is notified separately under clause 14.5.

5. Fees and payment

5.1 Base Fee. The Base Fee for each ongoing SOW is invoiced monthly in advance and collected by GoCardless direct debit on the invoice date.

5.2 Performance Fee. Where a SOW includes a Performance Fee, it is calculated as a percentage of monthly Ad Spend above the agreed Threshold, provided that the performance targets set out in the SOW are met for that month. If the performance targets are not met for a given month, no Performance Fee is charged for that month, regardless of how much Ad Spend exceeded the Threshold.

5.3 Production work. Photography, video and drone production is billed per SOW. The default is deposit on booking and balance on delivery, unless the SOW rolls production into the Base Fee.

5.4 Project work. Project work (landing pages, websites, web app builds, and other defined projects) is billed 100% in advance before work commences, unless the SOW specifies milestone billing. Project fees are separate from any retainer Base Fee.

5.5 Annual fee review. The Base Fee under each ongoing SOW increases by 5% on each 12-month anniversary of commencement. The increase is automatic and requires no separate notice or renegotiation.

5.6 GST and currency. All Fees are exclusive of GST. All amounts are payable in Australian dollars (AUD).

5.7 Refunds. No refund is payable for Services already delivered. Prepaid Fees for Services not yet delivered are refundable on a pro-rata basis. Project deposits are refundable only for work not yet started.

5.8 Failed direct debit. If a direct debit fails, WHD will retry after three (3) business days. A second failure on the same invoice entitles WHD to pause the Services on written notice until payment clears.

5.9 Repeat payment failures. Two failed invoices in any rolling six (6) month period entitle WHD to terminate this agreement immediately or to require prepayment of Fees going forward.

5.10 Interest and recovery costs. Overdue amounts accrue interest at 10% per annum, calculated daily. The Client is also liable for WHD's reasonable debt-recovery costs, including legal fees on an indemnity basis.

5.11 Out-of-scope work. Work outside the scope set in the SOW will be quoted in advance where practical, or billed at WHD's then-current hourly rate as published in the WHD Rate Card. Out-of-scope work includes (without limitation): troubleshooting third-party tools the Client has set up incorrectly or that need rebuilding (for example GA4, Google Merchant Centre, Meta Business Manager access and permissions, conversion tracking), meetings beyond the cadence set in the SOW, additional rounds of revisions beyond those included in the SOW, additional copy or creative work not in the SOW, and one-off projects such as fallback brand guidelines or replacement landing pages. Fixed-fee items appear in the Rate Card; everything else is at the hourly rate.

6. Ad spend (media costs)

6.1 The Client pays advertising platforms (Google, Meta, TikTok and others) directly via the Client's own billing accounts.

6.2 WHD never holds Client media funds and does not invoice the Client for Ad Spend.

6.3 The Client owns, and at all times retains ownership of, all advertising accounts used in the engagement.

7. Term, termination and pause

7.1 Commencement. This agreement commences on signing of the first SOW and continues for as long as any SOW remains in force.

7.2 Ignite Program SOWs. SOWs delivered under the Ignite Program have a minimum term of three (3) months. The Client may not terminate during the initial three months other than for material breach by WHD. After month three, the SOW continues on a month-to-month basis until terminated by either party.

7.3 Standard engagements. For SOWs outside the Ignite Program, or following the Ignite minimum term, either party may terminate the SOW on thirty (30) days written notice, at any time, with no reason required.

7.4 Pause. The Client may pause an engagement once per rolling 12-month period for up to four (4) weeks, on fourteen (14) days written notice to WHD. During a pause: no Base Fee is charged, no Services are delivered, and PulseOS access is paused. A pause longer than four weeks, or a second pause within 12 months, will be treated as termination of the SOW unless WHD agrees otherwise in writing.

7.5 Immediate termination. Either party may terminate this agreement and any active SOW immediately by written notice if the other party:

(a) commits a material breach that is not cured within fourteen (14) days of written notice of the breach;

(b) becomes insolvent, enters administration, or has a controller, liquidator or trustee appointed;

(c) in the case of WHD, the Client fails payment twice in any rolling six-month period (per clause 5.9); or

(d) uses the Services for any unlawful purpose.

7.6 Effect of termination. On termination:

(a) WHD completes work paid for in the current invoiced month;

(b) WHD hands over documentation, account access and any materials the Client owns under clause 9 within seven (7) days;

(c) any Performance Fee is calculated pro-rata against the partial month's Ad Spend and performance targets; and

(d) PulseOS access is revoked in accordance with clause 8.3.

8. PulseOS licence

8.1 Grant. WHD grants the Client a limited, non-exclusive, non-transferable, revocable licence to access PulseOS for the term of each active SOW.

8.2 WHD ownership. PulseOS, including its data models, methodology, training data, prompts and underlying code, remains the property of WHD. The licence under clause 8.1 does not transfer any ownership.

8.3 PulseOS access on termination. On termination of all active SOWs, PulseOS access ends within seven (7) days. The Client retains:

(a) its advertising accounts and the raw account data within them;

(b) creative assets and Deliverables produced under any SOW;

(c) account structure, tracking implementation, product feeds, and account documentation; and

(d) reports already delivered to the Client.

8.4 Optional post-termination PulseOS licence. On termination, the Client may elect to retain ongoing access to PulseOS by entering a separate standalone PulseOS licence with WHD. The standalone licence is billed monthly at WHD's then-current PulseOS subscription rate (as published in the WHD Rate Card), collected by GoCardless direct debit, and is independent of any Services SOW. The standalone licence:

(a) grants the same limited, non-exclusive, non-transferable, revocable access to PulseOS described in clause 8.1, for the Client's own internal reporting and decision-making;

(b) does not include any WHD Services, strategy reviews, account management, optimisation work or specialist time;

(c) continues month-to-month and may be terminated by either party on 30 days written notice;

(d) does not entitle the Client to product feature requests, custom integrations, or training beyond the standard PulseOS onboarding included at the start.

The Client must elect the standalone licence before, or within seven (7) days after, the termination date. If no election is made within that window, PulseOS access ends as described in clause 8.3.

9. Intellectual property and asset ownership

9.1 Client ownership. On full payment of the relevant SOW, the Client owns:

(a) final delivered ad creative;

(b) final edited photography and final edited video produced for the Client;

(c) final graphic design and copy delivered to the Client;

(d) campaign data and account structure created for the Client; and

(e) brand-specific assets created for the Client under the SOW.

9.2 WHD-retained materials. WHD retains the following, which are available to the Client for separate purchase at WHD's then-current rates:

(a) raw video footage and unedited rushes;

(b) RAW photo files;

(c) project files (Adobe Premiere, After Effects, Photoshop, Lightroom, and similar);

(d) session files, working drafts, and out-takes.

9.3 WHD ownership. WHD owns and retains all rights in:

(a) PulseOS and all related software, data models, methodology and prompts;

(b) WHD's playbooks, internal tools, templates, frameworks and processes; and

(c) aggregated and anonymised performance data used by WHD to improve its Services.

9.4 Third-party licences. Stock images, music, fonts, talent and other third-party licensed material pass to the Client only at the usage scope set out in the SOW. Use outside that scope is the Client's responsibility to license separately.

9.5 Portfolio licence. The Client grants WHD a non-exclusive, royalty-free licence to display the Client's logo and the final delivered work (with performance figures anonymised on request) in WHD's portfolio, case studies, awards submissions and marketing.

10. Subcontractors and Creator Network

10.1 WHD may engage vetted subcontractors and Creator Network contributors to deliver the Services without separate consent from the Client.

10.2 WHD remains responsible to the Client for the work of any subcontractor or Creator Network contributor.

11. Creative production (photography, video, drone)

11.1 In-house delivery. WHD delivers production work primarily in-house using its own team and equipment.

11.2 Drone operations. WHD warrants that drone work is conducted by pilots holding a current CASA Remote Pilot Licence (RePL), operating under a valid Remotely Piloted Aircraft Operator's Certificate (ReOC) where required, in compliance with CASA regulations and any applicable airspace approvals.

11.3 Production day costs. Travel, accommodation, meals beyond the local area, permits, talent fees, location fees and specialist hire are scoped and quoted in the SOW. Variations beyond the quoted scope are billed at cost plus an administration margin disclosed in the SOW.

11.4 Releases. WHD will arrange model and location releases for shoots it produces. The Client is responsible for releases relating to its own premises, staff, customers and any subjects it features in Client-supplied content or on-site shoots.

11.5 Music and stock. Music, stock and other licensed content is cleared for the usage scope set out in the SOW (for example: paid social, web, broadcast). Wider use requires a licence upgrade.

11.6 Weather and postponement. Outdoor and drone shoots are weather-dependent. WHD may reschedule on safety grounds. The Client bears the cost of unrecoverable third-party expenses (talent, location, equipment hire) where the original date cannot be insured against.

11.7 Reshoots and post-approval changes. Changes requested after written sign-off of a Deliverable, including changes to approved shot lists made on or after the day of a shoot, are treated as a scope variation and billed at WHD's then-current hourly or day rate as published in the WHD Rate Card.

11.8 Cancellation of scheduled shoots. Cancellations are treated differently for retainer-client shoots compared to standalone project shoots. The applicable cancellation policy is set in the SOW. Out-of-pocket costs incurred (travel, accommodation, equipment hire, locations, permits, third-party talent) are passed through to the Client at cost in either case.

12. Project work (landing pages, websites, builds)

12.1 Scope. WHD delivers project work (landing pages, websites, web app builds and similar) under a SOW.

12.2 Payment. Project work is billed 100% in advance before work commences, unless the SOW specifies milestone billing.

12.3 Source code and build files. On full payment of the SOW, source code and build files for the Deliverables transfer to the Client. Until full payment is received, WHD retains all rights in the Deliverables.

12.4 Domain. The Client always owns and controls its domain. WHD will not register a Client domain in WHD's name.

12.5 Hosting. Hosting is the Client's responsibility, unless a hosting arrangement is explicitly scoped in the SOW.

12.6 Build warranty. WHD will fix defects in the original in-scope Deliverables, reported in writing, free of charge for thirty (30) days from launch. Defects reported after thirty days, or items outside the original scope, are billed at WHD's standard rate.

12.7 Third-party platforms. Where a build relies on third-party platforms (Webflow, Shopify, Framer and similar), the Client is responsible for the platform subscription fees from launch.

13. Approvals

13.1 The approval cadence for each Deliverable type is set in the SOW.

13.2 Approval channel set per Service. Approvals must be in writing using the feedback channel WHD specifies for that Service. WHD will nominate the channel at the start of the engagement (for example PageProof for ad and creative approvals, a shared brief or project tool for production, email for written deliverables). The Client agrees to provide all feedback, comments, change requests and approvals through the nominated channel so the work stays consolidated and reviewable. Where no channel is nominated for a given deliverable, email from the Authorised Approver is sufficient.

13.3 Feedback delivered outside the nominated channel. Where the Client provides feedback or approvals through channels other than the nominated one (for example sending multiple separate emails, ad-hoc messages, or splitting a single review across several threads), WHD may charge the additional time required to consolidate and action that feedback at the hourly rate published in the WHD Rate Card. WHD will flag this in writing before applying the charge.

13.4 Where the Client fails to respond within the approval window set in the SOW, WHD will follow up in writing. Continued silence may delay the schedule and trigger reallocation of WHD's resourcing. Any additional WHD time and any third-party costs caused by the delay are charged to the Client as set out in clause 13.7.

13.5 Approval given by an Authorised Approver is binding on the Client.

13.6 Default revision rounds for retainer creative. Unless a SOW specifies otherwise, retainer engagements include two (2) rounds of consolidated written feedback per creative or copy deliverable for the first three (3) months of the engagement, then one (1) round per deliverable thereafter. A round means a single set of consolidated feedback from the Authorised Approver delivered through the nominated channel under clause 13.2. Additional rounds beyond this default are out of scope and billed at the hourly rate published in the WHD Rate Card.

13.7 Client-caused delays do not adjust billing. Where the Client fails to provide approvals, access, materials or decisions within the windows set in the SOW, WHD's Fees continue to be invoiced and collected in full for the affected period. Delivery dates may shift accordingly. In addition:

(a) Additional WHD time required as a result of the delay (for example rebooking production, redoing planning work, briefing teams a second time, repeat creative iterations, specialist time held in reserve, or admin involved in rescheduling) is billed to the Client at WHD's then-current hourly rate as published in the WHD Rate Card.

(b) Third-party costs caused by the delay (for example rebooked talent or locations, lost media flighting windows, equipment hire, non-refundable bookings) are passed through to the Client at cost plus the administration margin disclosed in the SOW.

WHD will flag any chargeable time or pass-through cost under this clause in writing as soon as it is identified, with an estimate where practical, before invoicing.

14. Communications and service levels

14.1 Office hours. WHD's office hours are Monday to Thursday, 7:30am to 4:00pm AEST, and Friday, 7:30am to 2:30pm AEST. Queensland public holidays are excluded. Hours are measured in Brisbane time regardless of the Client's location.

14.2 Primary channel.

(a) Email is the channel of record for general communications, change requests that sit outside the approval workflow, and measurement of the response SLA in clause 14.3.

(b) Approvals and creative feedback are provided through the channel WHD nominates for each Service in accordance with clause 13.2. Examples currently include PageProof for ad and creative approvals and a shared project tool for production. WHD may move any nominated approval function into PulseOS or another platform from time to time without amendment to this agreement; WHD will give the Client reasonable written notice of the change and the new channel will replace the previous one for the purposes of clauses 13.2 and 13.3.

14.3 Response SLA.

(a) Standard requests: WHD will respond within 24 hours during office hours.

(b) Urgent requests: WHD will respond within four (4) business hours during office hours. An urgent request means an ad account suspension, tracking failure, live-campaign performance crisis, or other item materially affecting active spend.

14.4 Out-of-hours. SMS to the WHD out-of-hours support mobile number (as notified by WHD and listed in the SOW) is the appropriate channel for genuine out-of-hours matters. Account-down or paused-campaign emergencies will be addressed on a best-efforts basis outside office hours. No SLA applies outside office hours.

14.5 Account manager. WHD will assign a primary account manager (and a backup where appropriate) at the start of each engagement and will notify the Client of their names and contact details in writing. WHD may reassign account managers from time to time, with written notice to the Client. The current primary and backup are authorised WHD points of contact.

14.6 Strategy and reporting cadence. Strategy and reporting cadences are set in each SOW.

15. Client responsibilities

15.1 The Client will:

(a) provide timely approvals within the SOW's agreed turnaround windows;

(b) provide WHD with full access to advertising platforms, analytics tools and asset libraries needed to deliver the Services;

(c) provide accurate, current brand, product and pricing information;

(d) pay media costs to platforms on time and keep platform billing accounts in good standing.

15.2 Client warranty. The Client warrants that its products, services, claims and creative inputs are lawful and comply with Google, Meta, TikTok and other relevant platform advertising policies. WHD is not liable for platform account suspensions or ad rejections caused by Client non-compliance.

16. No performance guarantees

16.1 Paid media outcomes depend on factors outside WHD's control, including auction dynamics, market conditions, the Client's product, pricing and fulfilment, and changes made by advertising platforms.

16.2 WHD makes no guarantee of specific revenue, ROAS, CPA, conversion volume, ranking or other performance outcomes.

16.3 Forecasts and projections provided by WHD are good-faith estimates based on the information available at the time. They are not commitments and do not form part of the Services warranted under this agreement.

17. Conflicts of interest

17.1 No exclusivity is granted to the Client by default.

17.2 WHD may take on engagements with competitors of the Client. Where WHD does so, WHD will maintain information barriers: separate account teams, separate access controls, and no sharing of Client-specific strategy, data or performance between competing accounts.

17.3 Category-specific or competitor-specific exclusivity is available for an additional fee, negotiated and set in the relevant SOW.

18. Confidentiality

18.1 Confidential Information means any information disclosed by one party to the other in connection with this agreement that is marked as confidential or that a reasonable person would understand to be confidential, including pricing, strategy, performance data, customer data, methodology and PulseOS-related material.

18.2 Each party will keep the other's Confidential Information confidential and use it only for the purpose of performing this agreement.

18.3 The obligations in this clause do not apply to information that:

(a) is or becomes public other than through breach of this agreement;

(b) was lawfully known to the receiving party before disclosure;

(c) is independently developed by the receiving party without reference to the disclosing party's information; or

(d) must be disclosed by law or by a regulator, where the receiving party gives prompt notice to enable the disclosing party to seek protective relief.

18.4 The obligations in this clause 18 survive for five (5) years after termination of this agreement.

19. Privacy and data handling

19.1 Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in handling personal information shared under this agreement.

19.2 Personally identifiable information shared with advertising platforms will be hashed where required by platform policy and law.

19.3 Notifiable data breaches. The party suffering an eligible data breach is responsible for notification to the Office of the Australian Information Commissioner where required. The parties will cooperate promptly to investigate and respond to any suspected breach.

19.4 Health-sector clients. For SOWs covering health-sector clients (including registered health practitioners and clinics regulated under the Health Practitioner Regulation National Law and the AHPRA Advertising Guidelines, and any therapeutic goods governed by the TGA), WHD will apply the AHPRA and TGA framework set out in the SOW (including the requirements in WHD's internal AHPRA checklist) as a working framework during creative development.

Final compliance sign-off remains with the Client. The Client warrants that, before any material is published or run as advertising, the Client (or its nominated principal practitioner, where required by the National Law) has reviewed and approved the material for compliance with the AHPRA Advertising Guidelines, the National Law, the TGA Advertising Code, and any other regulatory framework applicable to the Client's services or products. The Client's indemnity in clause 22.1 extends to any claim arising from advertising approved or published by the Client in apparent reliance on this clause.

19.5 AI processing of Client data. WHD may use artificial intelligence tools, including third-party platforms, to summarise, transcribe, analyse and report on Client materials, customer communications, call recordings (for example CallRail or similar call-tracking platforms), creative briefs, and performance data for the purpose of delivering the Services. WHD will use commercially reasonable measures to protect Client data when doing so, including selecting tools that do not train public models on the Client's data where reasonably practical.

19.6 Call recording consent. Where call recording forms part of the Services or the Client's tracking setup, the Client warrants it has obtained all consents required under applicable Australian privacy and telecommunications laws from callers and customers being recorded, including any required disclosures to end users.

19.7 AI in Deliverables. WHD may use AI tools in the production of Deliverables (for example copy drafting, ideation, image generation, transcription). WHD remains responsible for the quality of Deliverables and for human review before they are released to the Client.

20. Non-solicitation

20.1 During the term of this agreement and for twelve (12) months after termination, the Client will not directly or indirectly solicit, employ or contract any WHD employee or long-term contractor who worked on the Client's account, without WHD's prior written consent.

20.2 If the Client breaches clause 20.1, the Client will pay WHD a buyout equal to six (6) months of the relevant person's then-current total package, as agreed liquidated damages and a genuine pre-estimate of WHD's loss.

21. Warranties, insurance and liability

21.1 Services warranty. WHD warrants that the Services will be provided with due care and skill.

21.2 Insurance. WHD warrants that it holds, and will maintain throughout the term of every SOW, Professional Indemnity insurance appropriate to the Services. WHD will provide a Certificate of Currency on the Client's reasonable request.

21.3 Liability cap. Subject to clause 21.5, WHD's total aggregate liability to the Client under or in connection with this agreement and all SOWs is capped at the total Fees paid by the Client to WHD in the three (3) months immediately preceding the event giving rise to the claim.

21.4 Excluded loss. Neither party is liable for consequential, indirect, special or economic loss, loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, or loss of data, however arising.

21.5 Australian Consumer Law. Nothing in this agreement excludes, restricts or modifies any right of the Client that cannot lawfully be excluded, restricted or modified under the Australian Consumer Law or any other applicable law. Where WHD's liability for breach of a non-excludable consumer guarantee can lawfully be limited, WHD's liability is limited (at WHD's option) to re-supply of the relevant Services or payment of the cost of re-supply.

22. Indemnities

22.1 Client indemnity. The Client indemnifies WHD against any third-party claim, loss or expense (including reasonable legal costs) arising from:

(a) Client-supplied content, claims, products or services, including false or misleading advertising claims;

(b) IP infringement in Client-supplied materials;

(c) breach of platform advertising policies caused by the Client's offer, claims or operations; or

(d) releases not obtained by the Client for Client-supplied talent or locations.

22.2 WHD indemnity. WHD indemnifies the Client against any third-party claim that WHD-created original Deliverables infringe a third party's intellectual property rights. This indemnity does not extend to Client Materials, third-party stock or licensed materials, or modifications made by the Client after delivery.

23. Force majeure

23.1 Neither party is liable for any failure or delay in performance to the extent caused by an event beyond its reasonable control, including:

(a) acts of God, natural disasters, pandemic and public health restrictions;

(b) advertising platform outages, advertising policy changes, account-level suspensions or restrictions outside WHD's control;

(c) adverse weather affecting production shoots;

(d) CASA-imposed airspace restrictions affecting drone operations; and

(e) acts of government and changes in law.

23.2 The affected party will notify the other promptly and use reasonable efforts to mitigate the impact.

23.3 If a force majeure event continues for more than thirty (30) days, either party may terminate the affected SOW on written notice without penalty.

24. Survival

24.1 The following clauses survive termination of this agreement: clause 9 (intellectual property), clause 18 (confidentiality, for five years), clause 20 (non-solicitation), clause 21 (warranties and liability), clause 22 (indemnities), and any accrued payment obligations.

25. Variations

25.1 Variations to this MSA must be in writing and signed by both parties.

25.2 Variations to the scope of an existing SOW may be agreed by email between the Authorised Approver and the WHD account manager assigned under clause 14.5.

26. General

26.1 Entire agreement. This MSA, together with each signed SOW and the DDR, is the entire agreement between the parties and supersedes prior negotiations, representations and agreements on its subject matter.

26.2 Severability. If any clause is held unenforceable, the remainder of the agreement continues in full force.

26.3 Waiver. A failure or delay by a party to enforce a right is not a waiver of that right.

26.4 Assignment. Neither party may assign or novate this agreement without the other's prior written consent, except that WHD may assign or novate to a related corporate entity without consent.

26.5 Counterparts and electronic signature. This agreement may be signed in counterparts and by electronic signature. Each signed counterpart is an original; together they form one agreement.

26.6 No partnership. Nothing in this agreement creates a partnership, joint venture or employment relationship between the parties.

27. Governing law and jurisdiction

27.1 This agreement is governed by the laws of Queensland, Australia.

27.2 The parties submit to the exclusive jurisdiction of the courts of Brisbane and the courts of appeal from them.

28. Notices

28.1 Notices under this agreement must be given by email to the addresses nominated by each party in the SOW.

28.2 A notice is taken to be received on the next business day after it is sent, unless the sender receives a delivery-failure response.

29. Schedules

Schedule 1: Signed Proposal / SOW. Each engagement attaches its signed proposal to this agreement as a SOW. The SOW sets out, at minimum: scope of Services, Base Fee, Performance Fee Threshold and percentage, performance targets, reporting cadence, approval cadence, shoot cancellation policy (if applicable), exclusivity terms (if any), and the notice email addresses for each party. The assigned account manager is notified separately under clause 14.5.