Terms of Service

1. Introduction

These Terms of Service (“Terms”) govern the provision of services by Metrix Australia Pty Ltd, ABN 78 652 709 030 (“Metrix”, “we”, “us”, “our”) to any individual, organisation, or representative (“you”, “your”, “Customer”).

By purchasing, accessing, or using any Metrix service, you acknowledge that you have read, understood, and agree to be bound by these Terms.

These Terms apply to all Metrix services unless expressly varied in writing by Metrix.

2. Service model

Metrix provides services on an ongoing subscription, milestone-based, or fixed-scope basis, as outlined in the applicable proposal, statement of work, or agreement.

Where services are delivered on a subscription basis:

• Delivery is continuous and capacity-based.
• Work is prioritised based on agreed scope and availability.
• Metrix allocates team resources in advance.

You acknowledge that uninterrupted service delivery depends on timely payment and reasonable cooperation.

3. Payment terms

By purchasing any Metrix service, you agree to the following.

3.1 Fees

All fees are agreed in advance and documented in the applicable proposal, agreement, or invoice.

3.2 Non-refundable payments

All fees — including fixed fees, subscription fees, onboarding fees, and milestone payments — are non-refundable, including where:

• You change your mind.
• You pause, delay, or terminate the project.
• Your internal business priorities change.

3.3 Discovery & preliminary work

Discovery, strategy, and preliminary work is billed either:

• At Metrix’s standard hourly rate (currently $189.00 AUD excluding GST per hour), or
• At a fixed rate where expressly agreed.

3.4 Payment schedules

Where a payment schedule applies, payments are due strictly at the agreed milestone or invoice due date.

4. Subscription billing & overdue accounts

4.1 Due dates

Subscription invoices are due on the invoice due date.

A grace period of 3 calendar days applies.

4.2 Administrative fees

If payment is not received within the grace period, Metrix may, to the extent permitted by law, apply administrative fees of $189.00 AUD excluding GST per occurrence to cover the time and operational cost of managing overdue accounts (payment follow-ups, internal reconciliation, account management).

Administrative fees:

• May be applied each time administrative intervention is required.
• Are payable immediately.
• Form part of the outstanding balance.

4.3 Service suspension

Without limiting any other rights, Metrix may suspend or hold all services, deliverables, and work in progress while any invoice remains unpaid.

4.4 Service disruption

If payment remains outstanding for 14 calendar days or more, Metrix may, at its discretion:

• Disrupt or suspend services.
• Pause active workstreams.
• Withhold deliverables.

Service disruption does not relieve you of your obligation to pay outstanding amounts.

4.5 Recovery & collections

If payment remains outstanding for 30 calendar days or more from the invoice due date:

a) Metrix may escalate the recovery process and engage a third-party debt-recovery or collection provider.

b) Metrix will provide at least 48 hours’ written notice prior to initiating collection action. This notice constitutes the final payment request.

c) On escalation:

• All services will remain suspended; and
• All reasonable administrative fees, recovery costs, collection fees, legal fees, and associated expenses incurred by Metrix will be passed on to you and added to the outstanding balance, to the extent permitted by law.

5. Payment authorisation

You agree to provide a valid credit card or other payment method acceptable to Metrix.

By providing payment details, you authorise Metrix to charge:

• Subscription fees.
• Onboarding fees.
• Milestone payments.
• Approved additional services.
• Administrative and recovery fees.

6. Changes to scope & fees

Fees are calculated based on your initial requirements.

If you change, expand, or add requirements at any time:

• Fees, timelines, and scope may be revised.
• Additional work will be billed separately.

No refunds apply to work completed or services delivered at your request.

7. Changes to services or terms

Metrix may update its services or these Terms to reflect:

• Industry standards.
• Third-party platform changes.
• Business or operational requirements.

No change will materially deprive you of the core benefit of the services.

Updated Terms take effect 30 days after written notice, unless stated otherwise.

8. System requirements & cooperation

You are responsible for maintaining all systems, software, access, and credentials required for service delivery.

You agree to:

• Provide timely access to personnel and information.
• Designate a primary contact.
• Maintain secure access credentials.

9. Software & use restrictions

You must not:

• Reverse engineer, decompile, or modify Metrix software.
• Use the services unlawfully.
• Share access beyond authorised users.

You are responsible for all activity occurring under your accounts.

10. Third-party services

Metrix services may integrate with third-party platforms or APIs (“Third-Party Services”).

You are solely responsible for:

• Procuring rights to use Third-Party Services.
• Complying with third-party terms.

Metrix makes no warranties regarding Third-Party Services and is not responsible for outages, changes, or failures caused by them.

11. Users

You are responsible for:

• All users granted access under your account.
• Ensuring user compliance with these Terms.

You indemnify Metrix against any loss arising from user actions or omissions.

12. Intellectual property

All intellectual property relating to Metrix services, systems, software, frameworks, and methodologies remains the exclusive property of Metrix.

You are granted a limited, non-exclusive, non-transferable, revocable licence to use deliverables solely for internal business purposes.

No ownership rights are transferred unless expressly granted in writing in the applicable proposal or statement of work.

13. Customer content & indemnity

You retain ownership of content you provide and warrant that you have all necessary rights.

You indemnify Metrix against any claims arising from:

• Your content.
• Instructions you provide.
• Use of the services at your direction.

14. Metrix indemnity

Metrix will indemnify you against third-party intellectual-property claims arising directly from the services, except where claims result from:

• Customer-provided materials.
• Customer specifications.
• Modifications made after delivery.
• Use outside this Agreement.

15. Service tiers — overview

Metrix services are delivered in tiered engagements. Specific inclusions, timelines, and pricing for any tier are defined in the applicable proposal.

• Starter. Foundational service tier — analytics and tracking setup, centralised reporting, starting-point performance insights, and initial strategic recommendations. Designed as the on-ramp into the Metrix operating model.
• Growth. Expanded execution tier — recurring delivery cadence, broader scope across services, ongoing reporting, and active optimisation against agreed objectives.
• Scale. Senior, custom-scoped engagement — full operating-system rollout across the customer’s business, multi-functional execution, and tailored strategic support.

A tier may be expanded, upgraded, or transitioned into another tier as agreed. Where the Metrix App is included, access terms and any associated fees are documented in the applicable proposal.

16. Precedence

If there is any inconsistency:

• Proposals or statements of work prevail only in relation to scope, pricing, and delivery timelines.
• These Terms prevail in all other respects.

17. General

These Terms constitute the entire agreement between you and Metrix and supersede all prior discussions.

If any provision is unenforceable, the remainder remains in full force.

This Agreement is governed by the laws of Australia, without regard to conflict-of-laws principles.