Terms and Conditions of Service

1. Acceptance

By booking any Strategy Session, Workshop, Transformation, Fractional CMO engagement, or accessing TheAgencyIQ through us, you accept these Terms in full. These Terms form the entire agreement and supersede all prior discussions.

2. Our Services & Scope

We provide the exact services listed on this website. All work is senior-led by Gail Macleod. Deliverables are bespoke brand, packaging and/or agentic architecture systems. We do not guarantee specific commercial outcomes, sales lifts, or regulatory approvals — we provide professional strategic architecture grounded in 30 years of real P&L ownership. Past client names are illustrative only and do not imply ongoing endorsement.

3. Fees & Payment

• Brand Purpose Architecture Workshop: AUD $1,000 + GST, payable on booking (non-refundable).
• All other services: quoted in writing and payable per agreed schedule (50% on commencement unless otherwise stated).
• Late payment: 1.5% per month. We may suspend work until paid.
• All fees are exclusive of GST and third-party costs (which we pass through transparently).

4. Client Obligations

You must provide complete, accurate information and timely feedback. You remain solely responsible for final legal, regulatory, and commercial decisions. You warrant that any data or brand assets supplied to us (including for TheAgencyIQ) do not infringe third-party rights.

5. Intellectual Property

• Client owns the final, paid-for deliverables (e.g., your new brand architecture, packaging system, or Brand Purpose blueprint).
• We retain all rights to our proprietary methodologies, frameworks, TheAgencyIQ AI system, templates, and know-how.
• We grant you a perpetual, royalty-free licence to use the deliverables for your business.
• TheAgencyIQ outputs remain subject to our AI licensing rules: you own the final content generated for your brand; we own the underlying agents, guard-books, and training data.

6. Confidentiality

Both parties treat all non-public information as strictly confidential. We will never disclose your brand purpose, strategy, or commercial data. You will not disclose our proprietary architecture frameworks or TheAgencyIQ system architecture.

7. Warranties & Disclaimers

• We warrant we will perform services with reasonable care and skill consistent with 30 years of senior practice.
• All other warranties are excluded to the maximum extent permitted by law.
• No outcome guarantees. Business results depend on market conditions, execution by you, and many external factors. TheAgencyIQ is an AI tool; while production-grade and self-healing, it is still AI and may occasionally require human oversight.
• We do not provide legal, accounting, or regulatory advice; you must obtain your own where required.

8. Limitation of Liability & Indemnity

To the maximum extent permitted by Australian law (including the Australian Consumer Law):

• Our total liability to you is capped at the total fees you have actually paid us in the preceding 12 months.
• We are not liable for indirect, consequential, or special losses (lost profits, lost opportunity, reputational damage).
• You indemnify us against any claim arising from your use of the deliverables or your supplied data.
• Unfair contract terms under the ACL are expressly not intended; these limitations shall be read down only to the extent necessary to comply with law.

9. Termination

Either party may terminate for material breach (14 days to remedy). We may terminate immediately if fees remain unpaid 30 days after due. On termination you pay for all work performed to date; you retain ownership of deliverables paid for.

10. Privacy & Data

We collect and process personal and brand data only as necessary to deliver the services and improve TheAgencyIQ (with your consent where required). Our full Privacy Policy is published at macleodglba.com/privacy and forms part of these Terms. You consent to us using de-identified data to train and improve our proprietary systems.

11. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control (including AI service outages, regulatory changes, or supply-chain disruptions).

12. Governing Law

These Terms are governed by the laws of Queensland, Australia. You irrevocably submit to the exclusive jurisdiction of the courts of Queensland.

13. General

• These Terms may only be varied in writing signed by both parties.
• If any clause is unenforceable, it is severed and the rest remains.
• No waiver unless in writing.
• You may not assign these Terms without our consent. We may assign to a successor entity.