Terms of Engagement.

These are the terms under which we take on client work. They’re written to be read, not skimmed and regretted. If anything here is unclear, ask us before you sign anything: hello@bmsolutions.com.au.

1. Who we are

RESBM Enterprises Pty Ltd (ABN 13 167 658 522), trading as BM Solutions, of Melbourne VIC, Australia. In these terms we’re “BM Solutions”, “we” or “us”. “You” and “the Client” mean the entity confirmed when the Proposal is signed.

2. The documents that make up our agreement

Your engagement with us is made up of two documents:

1. The Proposal. The scope, the services, the inclusions, the allowances, the prices, the payment stages and, where the engagement includes monthly management, the commitment term, together with the particulars confirmed when you sign it (the parties, the signer and the signing record). You sign this one.
2. These Terms of Engagement. The rules that apply to every engagement. The Proposal incorporates them by reference, and names the version that applies.

If the documents conflict, these terms prevail, except that the Proposal governs the scope of the services, the prices, the payment stages, the commitment term, and anything the Proposal expressly states as a departure from these terms. Together, the two documents are the entire agreement between us for the engagement. They replace every earlier discussion, email, quote and in-page acceptance about the same work.

3. When the agreement starts

The agreement forms when you sign the Proposal. Signing electronically counts: ticking the agreement box and typing your name in our signing form is a valid signature, and we keep a record of what was signed (including the exact document and terms text), by whom and when. The person who signs warrants that they’re authorised to commit the Client.

4. The services

We’ll provide the services described in the Proposal, with the care and skill you’d expect from senior practitioners. Anything not listed in the Proposal is not included, however adjacent it might feel. If you’re not sure whether something is in scope, ask. We’d rather answer the question than surprise you with an invoice.

The price covers the stated scope and the stated allowances (things like the number of pages, forms, content items or revisions the Proposal names). Work beyond those allowances is a variation.

5. Variations

Changes to scope are agreed in writing before the work happens. Email is fine. Where the Proposal lists rates for additional items, those rates apply; otherwise we’ll quote first. We won’t start variation work, and won’t charge for it, until you’ve agreed the cost.

6. Fees and payment

• All amounts are in Australian dollars and exclude GST unless stated otherwise. GST is added to invoices where it applies.
• A Proposal can carry one-off work, monthly management, or both. Where it carries both, the two are priced separately and billed on separate cycles, and the Proposal shows them as two figures. We don’t add them into one number, because they aren’t one commitment.

One-off work

• One-off work is invoiced in the payment stages set out in the Proposal. Each staged invoice is payable before that stage begins, and we don’t start a stage until its invoice is paid.

Monthly management

• Monthly management is invoiced monthly in advance. The first invoice falls due when the Proposal says the monthly work starts, and each invoice after that falls due before the month it covers.
• The monthly fee is fixed for the commitment term. We don’t raise it partway through. If the fee or the scope needs to change before the term ends, that’s a variation under Variations above: agreed in writing, and it takes effect from the next billing period, never backwards.
• Payment stages never cover monthly management. Where a Proposal carries both, the stages split the one-off total and nothing else.

If an invoice goes unpaid

• If an invoice is more than 14 days overdue, we may add a late fee of 2.5% of the invoice value, and we may pause work and withhold deliverables until the account is current. Paused time extends the timeline.
• Monthly work is paid for before it happens. So if a monthly invoice is unpaid 14 days after its due date, we may suspend that month’s work until it’s paid. The commitment term keeps running while work is suspended, because we’ve held the capacity for you either way. If a monthly invoice is unpaid 30 days after its due date, that’s a material breach, and Ending an engagement below applies.
• If you believe an invoice is wrong, tell us within 7 days and we’ll sort it out. Genuine disputes don’t attract late fees while we’re resolving them.

7. Monthly management

Where the Proposal includes monthly management, this clause governs it.

• The commitment term. The Proposal states one of three shapes, and it applies as stated:
  • a fixed term of a set number of months;
  • a minimum term of a set number of months, continuing month to month after that until either of us gives notice;
  • month to month, with no minimum at all.
• A fixed term stops when it ends. It doesn’t roll over and it doesn’t renew by silence. If it’s working and we both want to keep going, we agree a new Proposal, which is the honest moment to look at what the work has become and price it accordingly. We’ll raise it with you well before the term runs out, so nobody is deciding in a hurry.
• When the clock starts. The monthly clock starts where the Proposal says: when you sign, at go-live, when your first campaigns go live, or on a named date. It doesn’t start earlier, and we don’t backdate it.
• What the fee buys. The fee buys that month’s management as the Proposal describes it. It is not a bank of hours. If a month turns out lighter than usual, the unused part doesn’t roll over, accrue, or convert into anything else. It works the other way too: we don’t stop partway through a month’s work because a notional budget ran out.
• Where an engagement has both. One-off work and monthly management run on their own cycles and their own clauses. Finishing the build doesn’t end the monthly work, and pausing one doesn’t automatically pause the other.

8. Timelines

Dates and durations in the Proposal are estimates made in good faith, not promises. We’ll use reasonable endeavours to meet them. Delays caused on your side (late content, late feedback, late approvals, late access to accounts or platforms) extend the timeline by at least the length of the delay. Where a client-side delay is substantial, we may need to reschedule around other commitments, and we’ll tell you if so.

9. What we need from you

The engagement runs on a few things only you can provide:

• Content and materials, supplied on time, in the shape we ask for. You warrant that you own or are licensed to use everything you give us (copy, images, logos, video, data), and that it complies with Australian law, including the Australian Consumer Law and copyright law.
• Timely feedback and approvals. One consolidated round of feedback beats five contradictory ones.
• Access to the accounts, platforms and infrastructure the work needs (hosting, DNS, analytics, ad accounts, CMS logins), promptly and with sufficient permissions.
• Accuracy. You’re responsible for the factual accuracy of the information you give us and for reviewing deliverables before they go live.

10. Our team and subcontractors

We may use subcontractors and specialist partners to deliver parts of the services. When we do, we remain your single point of contact and remain responsible to you for the delivery of the services. Our subcontractors are bound by confidentiality obligations consistent with these terms.

11. Intellectual property

Ownership is split honestly, based on who made what and what we’re able to pass on:

• Work we author ourselves (copy we write, designs we create, strategy documents, reports) becomes yours once the engagement is fully paid.
• Work built on third-party platforms or delivered through partners (for example a website built on a CMS, plugins, themes, or platform configurations) is provided with full administration access and the broadest usage rights we’re able to secure. Where full ownership of underlying code or tooling isn’t ours to give, we’ll say so rather than pretend otherwise.
• Software we build for you. Where an engagement includes app or software development, the Proposal says who is writing the code. Where we author it, that custom code becomes yours once the engagement is fully paid, on the same footing as any other work we author. Where it is delivered through a partner or built on a third-party platform, the bullet above applies instead: full administration access and the broadest rights we’re able to secure, and we’ll tell you plainly what isn’t ours to give rather than imply otherwise.
• Open-source components remain under their own licences.
• Your materials stay yours. We use them only to deliver the engagement.
• Our know-how, internal tooling and processes stay ours. Where our own tooling or libraries are embedded in something we hand over, you get a licence to keep using them as part of that deliverable. You don’t get ownership of the tooling itself, and you don’t need it.

Until the engagement is fully paid, we may withhold deliverables, access and IP transfers. We may also reference the work and show it in our portfolio once it’s public, unless the signed Proposal says otherwise.

12. Third-party platforms, licences and hosting

Some services depend on third-party platforms, licences, plugins or hosting. Where the Proposal names ongoing third-party costs, those are estimates: third parties change their prices, often in foreign currencies, and we don’t control that. If an unforeseen third-party cost turns out to be needed mid-engagement, we’ll flag it before buying anything. We’re not responsible for the acts, omissions, outages or price changes of third-party platforms, hosts, search engines or advertising networks.

13. After go-live: handover, fixes and support

Where an engagement includes a build that goes live:

• If the Proposal states a post-launch support window, that window applies as stated.
• Otherwise, work requested after go-live (fixes, adjustments, changes, support) is quoted at our then-current rates, case by case, and agreed before it happens.
• Once full administrator access is handed over, responsibility for the running site or platform passes to you, and our responsibility for changes made by you or by others ends. Keep your own backups from that point; if the Proposal includes a backup arrangement, it will say so.
• Where the same engagement also includes monthly management, that work carries on under its own clause. Handing over administrator access ends the build, not the monthly work.

None of this limits your rights under the Australian Consumer Law.

14. Australian Consumer Law

The Australian Consumer Law gives you guarantees that can’t be excluded, including that services will be provided with due care and skill, be fit for any purpose you told us about, and be delivered in a reasonable time. Nothing in these terms excludes, restricts or modifies those guarantees.

Where the law permits us to limit our liability for failing to meet a consumer guarantee, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

15. Liability

• Neither of us is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings or loss of data, however it arises.
• Our total liability to you under or in connection with an engagement is capped at the fees you’ve actually paid us under that engagement.
• Neither exclusion applies where the law says it can’t: nothing in these terms limits liability for fraud, or excludes rights under the Australian Consumer Law.
• We don’t guarantee commercial outcomes. Marketing and search performance depend on markets, competitors and platforms we don’t control. We’re paid to do skilled work, and we stand behind the work; we can’t promise a ranking, a result or a return, and we won’t pretend to.

16. Your indemnity

You indemnify us against claims, losses and expenses arising from the materials you supply (including claims that they infringe someone’s intellectual property or breach the law), or from your use of the deliverables in a way we didn’t agree to. This indemnity doesn’t cover loss caused by our own negligence or breach.

17. Confidentiality

Each of us will keep the other’s confidential information confidential, use it only for the engagement, and make sure our people and subcontractors do the same. This survives the end of the engagement. Confidential information doesn’t include what’s already public, independently known, or required to be disclosed by law.

18. Privacy

We handle personal information in line with the Australian Privacy Principles. Our Privacy page sets out what we collect and why.

19. Ending an engagement

Nothing in this clause limits your rights under the Australian Consumer Law, and none of the amounts below apply where you’re ending the engagement because we’ve breached it.

Either kind of work

• Either of us may end an engagement immediately by written notice if the other materially breaches the agreement and doesn’t fix it within 14 days of being told, or becomes insolvent.
• We may end an engagement for convenience by written notice. If we do, we refund any amounts you’ve prepaid for work we haven’t done, and nothing further is payable. We’re the ones walking away, so we’re not holding capacity we couldn’t refill.

One-off work

• You may end it for convenience by written notice. If you do, you pay for all completed stages, for work in progress up to the notice date (a fair proportion of the stage under way), and for third-party costs we’ve already committed on your behalf.

Monthly management on a fixed term

• You may exit early by giving 30 days’ written notice. On top of the notice period, you pay 50% of the monthly fees that would have fallen due for the rest of the term.
• That number is worth explaining rather than burying. A fixed term is us reserving capacity for you for a set number of months: we turn down or defer other work to hold it, and a month freed at short notice is rarely a month we can refill. The 50% figure is our genuine estimate, made in advance, of what an early exit actually costs us, and it is deliberately less than the full remaining fees because some of that capacity can eventually be re-sold. It’s a pre-estimate of our loss, not a penalty for leaving.

Monthly management on a minimum term, or month to month

• Either of us may end it by giving 30 days’ written notice, with no exit amount. The notice takes effect at the end of the monthly billing period in which the 30th day falls, so there’s never a part-month to argue about.
• During a minimum term, notice can’t take effect before the minimum term ends.

On the way out

• Within 14 days of the end date we hand over access, account administration and the work product you’ve paid for. Where a platform allows it, your accounts (ads, analytics, social, hosting, CMS) are opened in your name from the start, so handing over means removing our access rather than moving anything. Where an account has to sit with us, we’ll have told you before the engagement started, and we’ll transfer or export what we can at the end.
• The withholding right in Intellectual property above still applies: we hand over on a paid-up account.
• Ending the engagement doesn’t affect rights that have already accrued, and clauses that by their nature survive (payment, IP, confidentiality, liability) keep operating.

20. Hours, and things outside anyone’s control

Our working hours are Monday to Friday, 9 am to 5 pm Melbourne time, excluding Victorian public holidays. Work outside those hours is at our discretion.

Neither of us is liable for delay or failure caused by events beyond reasonable control, including natural disasters, pandemics, government restrictions, cyberattacks and telecommunications failures. Whoever is affected tells the other promptly, and obligations pause while the event continues.

21. Notices and general

• Notices are given by email: to us at hello@bmsolutions.com.au, to you at the email address recorded when the Proposal was signed, or another address you nominate in writing. A notice is taken to be received the next business day after sending.
• Neither of us may assign the agreement without the other’s consent, not to be unreasonably withheld.
• If part of these terms is unenforceable, the rest still stands. Not enforcing a right once doesn’t waive it.
• These terms are governed by the laws of Victoria, Australia, and both of us submit to the non-exclusive jurisdiction of its courts.

22. Questions

Ask before you sign, ask after you sign, ask any time: hello@bmsolutions.com.au.

23. Versions of these terms

This is Version 3 of these terms, published 24 August 2026. The document you sign names the version that applies to your engagement, and that version keeps applying even if we update this page later. Version 2, published 22 August 2026, keeps governing anything signed under it. Engagements formed before that were signed as an Engagement Letter naming Version 1; that version keeps governing them.