Professional Services Terms and Conditions

Own Time Own Target Pty Ltd (OTOT)

ABN: 72 658 745 209

Last updated: April 2026

These terms govern all professional services engagements between Own Time Own Target Pty Ltd (ABN: 72 658 745 209) ("OTOT", "we", "us") and the client named in the relevant Statement of Work or engagement confirmation ("you", "Client"). By engaging our services, you agree to these terms.

1. Our Services

We provide professional services including HubSpot implementation, marketing automation, CRM consulting, digital strategy, and related work. The specific services we will deliver are set out in the Statement of Work, proposal, or engagement confirmation we provide to you (together, the "Scope").

We will perform our services with reasonable skill and care. We will assign appropriately experienced people to your engagement, and we will keep you informed of progress.

We do not guarantee specific commercial outcomes from our work. Marketing, CRM, and automation projects involve variables outside our control — including market conditions, your team's adoption of new tools, and platform behaviour. We commit to doing excellent work; we cannot commit to specific revenue, lead, or conversion outcomes.

2. Changes to Scope

If you ask us to do something outside the agreed Scope, we will let you know that it is a change request. For time-and-materials engagements, we will tell you how many hours we estimate it will take. For fixed-price engagements, we will provide a written variation quote before starting. We will only proceed once you have confirmed the change request in writing (email is fine).

We will not charge you for time spent identifying or clarifying a scope issue — only for the actual work once you have approved it.

On fixed-price engagements, scope creep can affect our ability to deliver on price and timeline. If we notice the scope expanding, we will flag it early rather than absorb the cost silently. An approved variation becomes part of the fixed price for that engagement.

3. Fees and Invoicing

All fees are exclusive of GST. GST will be added to each invoice at the current rate (currently 10%). The specific fee structure that applies to your engagement is set out in your engagement confirmation or quote. We offer two models:

Time and Materials. Fees are calculated at the hourly rate agreed in your engagement confirmation ("the Agreed Rate"). We offer engagements structured around prepaid hour blocks (for example, a 10-hour block upfront). We invoice for the block before work begins. Unused hours roll forward and do not expire while the engagement is active. Once a block is consumed, we invoice for the next block before continuing, and will notify you when you are approaching the end of your current balance. Where no prepaid block is used, we invoice monthly in arrears for hours worked during the preceding month.

Fixed Price. Some engagements are quoted at a fixed price for a defined scope. Your quote will set out exactly what is included and what is not. Fixed-price engagements are invoiced as follows unless otherwise stated in the quote: 50% on acceptance of the quote, with the balance due on completion. Work begins once the deposit is received. The fixed price covers only the scope defined in the quote — any additions or changes are subject to a separate variation quote under clause 2.

What "completion" means on fixed-price engagements. We consider the engagement complete when we have delivered everything in the agreed scope and you have had a reasonable opportunity to review the deliverables. If you raise a genuine defect (something that does not meet the agreed scope), we will fix it at no extra cost. If you request changes that go beyond the scope, those are variations. We will be clear about which is which.

4. Payment Terms

Payment is due within 14 days of the invoice date. Invoices are issued by email to the contact address you nominate.

If payment is not received within 14 days, we may pause work on your engagement until the account is brought up to date. We will tell you before we pause. We will not charge interest on late payments unless we have agreed that in writing.

If an invoice remains unpaid for more than 30 days, we may terminate the engagement under clause 9.

5. Time Tracking and Reporting

Time and materials engagements. We track all time in 15-minute increments. At least once per calendar month (or more frequently on request), we will provide a time report showing hours worked, tasks completed, and the remaining balance in your prepaid block. You may request an interim report at any time — we will provide it within 2 business days. Travel time is not charged unless agreed in writing.

Fixed-price engagements. We do not report hours on fixed-price work — the price does not change based on time spent. We will instead provide progress updates at the milestones set out in your quote, or on request.

6. Your Obligations

Our ability to deliver good work depends on your cooperation. To keep the engagement on track, you agree to:

Provide us with access to the tools, platforms, accounts, and information we need to do the work, within a reasonable time of us requesting it.
Nominate a primary contact who has authority to give approvals and make decisions about the engagement.
Respond to requests for feedback, approvals, or decisions within 3 business days, unless we agree a different timeframe.
Ensure that any content, data, or materials you give us to work with do not infringe any third party's rights.

If delays in your responsiveness or access cause our work to take longer than estimated, additional hours will be charged at the Agreed Rate. We will flag this before it becomes an issue.

7. Intellectual Property

Work Product. All work product we create specifically for you under this engagement — including documents, strategies, configurations, and reports — becomes your property once you have paid all fees relating to that work in full. Until full payment is received, OTOT retains ownership.

Our Methodologies and Tools. We retain ownership of our methodologies, frameworks, processes, templates, and any tools or systems we use in delivering the services. Where we use our own templates or frameworks as a starting point for your work product, you receive a licence to use the final deliverable, but OTOT retains the underlying framework.

Third-Party Platforms. Much of our work involves configuring third-party platforms (such as HubSpot). Your rights to use those platforms are governed by the relevant platform provider's terms. We are not responsible for changes those providers make to their platforms.

Your Pre-Existing IP. You retain full ownership of any data, content, brand assets, or other material you provide to us. You give us a licence to use those materials for the purpose of delivering the services.

8. Confidentiality

Each party may share information with the other that is confidential or commercially sensitive. We both agree to keep that information confidential, use it only for the purpose of the engagement, and not disclose it to any third party without the other's written consent.

These obligations do not apply to information that is publicly available (other than because of a breach of this clause), information already known to the recipient, or information we are required to disclose by law.

Our confidentiality obligations survive the end of the engagement for a period of two years.

We may mention your name as a client in our marketing materials (for example, on our website or in a case study). If you would prefer we did not, let us know in writing and we will respect that.

9. Termination

Either party may end this engagement by giving the other at least 5 business days' written notice (email is sufficient).

If you terminate (time and materials): We will invoice you for all hours worked up to the last day of the notice period. Any remaining prepaid hours will be handled as follows: at OTOT's election, we will either apply them to outstanding invoices or refund the unused balance. We will let you know which within 5 business days of the termination date.

If you terminate (fixed price): We will invoice you for the portion of the fixed price that reflects work completed to the termination date, calculated on a reasonable assessment of progress against the total scope. Any deposit paid will be applied against this amount. If work completed exceeds the deposit paid, you will owe the difference. If the deposit exceeds the value of work completed, we will refund the balance.

If we terminate: We will complete any time-sensitive work in progress during the notice period if practicable, and we will not leave your systems in a broken state. We will refund any prepaid hours not yet consumed (time and materials) or the portion of any deposit that exceeds work completed (fixed price), less any amounts you owe us at the time.

Termination for non-payment: If an invoice remains unpaid for more than 30 days, we may terminate immediately on written notice. No refund of prepaid hours is available where termination is due to your non-payment.

Survival: Clauses 7 (IP), 8 (Confidentiality), 10 (Liability), and 12 (Governing Law) survive termination.

10. Limitation of Liability

Our liability cap. To the maximum extent permitted by law, our total liability to you for any claim arising from or in connection with this engagement — whether in contract, tort, or otherwise — is capped at the total fees you paid to OTOT in the three months immediately preceding the event giving rise to the claim.

No consequential loss. We are not liable for any indirect or consequential loss, including lost revenue, lost profit, loss of data, or loss of opportunity, even if we were aware that such loss was possible.

Platform issues. We are not liable for outages, data loss, feature changes, or errors caused by third-party platforms such as HubSpot, Google, Meta, or any other tool we use on your behalf. We will assist you in resolving such issues where we reasonably can.

Nothing in these terms limits our liability for fraud, wilful misconduct, or any liability that cannot be excluded by law, including any applicable consumer guarantee under the Australian Consumer Law.

11. Privacy

If we collect or handle personal information in the course of delivering services to you, we will do so in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy, available at [www.otot.io/privacy]. We will not use personal information for any purpose other than delivering the services.

If the work involves migrating, storing, or processing personal information on third-party platforms, you are responsible for ensuring that use complies with your own privacy obligations.

12. Governing Law

These terms are governed by the laws of Victoria, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of Victoria.

13. Dispute Resolution

If a dispute arises, the parties agree to first try to resolve it by direct negotiation between a senior representative of each party. If the dispute is not resolved within 10 business days of written notice, either party may refer it to mediation under the Mediator Standards Board's Model Mediation Procedure before commencing court proceedings.

Nothing prevents either party from seeking urgent injunctive relief from a court.

14. Electronic Execution

These terms and any related documents (including Statements of Work) may be executed electronically. Electronic signatures are valid and binding under the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions (Victoria) Act 2000.

15. General

Entire agreement. These terms, together with the relevant Statement of Work or engagement confirmation, form the entire agreement between us. They replace any earlier discussions, representations, or arrangements.

Variations. Changes to these terms or the Scope must be agreed in writing by both parties. An email exchange is sufficient.

Severability. If any part of these terms is found to be unenforceable, the remainder continues to apply.

No waiver. If we do not enforce a right under these terms at any particular time, that does not mean we have given up that right.

Notices. Notices under these terms may be sent by email. Notices to OTOT should be sent to ian@otot.io. Notices to you will be sent to the email address in your engagement confirmation.

GST. All amounts stated in these terms and any related documents are exclusive of GST unless expressly stated otherwise. Where GST applies, it will be added to the relevant amount and shown on the invoice.