Terms of Engagement

These terms are between you and SoudCoh Pty Ltd (ABN 20 679 303 532, ACN 679 303 532), a company registered in Australia with its registered office and principal place of business at West Tower, Level 4/608 St Kilda Rd, Melbourne VIC 3004. In these terms, “SoudCoh”, “we” and “us” mean that company, and “you” means the person or business reading them.

They apply in two situations. First, whenever you use soudcoh.com — reading a page, submitting an enquiry form, or booking a call. Second, as the standing terms that sit underneath a paid engagement with us, alongside the specific engagement agreement, proposal or statement of work you sign.

You can reach us by post at the address above, by telephone on 1800 315 165, or by email at contact@soudcoh.com.

These are the website’s terms. They are written to be readable, and they are general by design. If you have signed an engagement agreement, proposal, statement of work or purchase order with us, that document governs the work — and where it differs from anything on this page, that document wins.

That matters most for the commercial detail: fees, billing, minimum term, notice, deliverables, service levels, ownership and exit. Those are settled in your own agreement, in writing, before work starts. Nothing on this page changes a term you have already signed, and nothing on this page should be read as an offer of a particular price or period.

SoudCoh is a full-service digital agency. Depending on what your engagement agreement covers, the work may include any of the following:

• Paid media — search and shopping campaigns, and paid social across Meta, Instagram, TikTok, LinkedIn and YouTube
• Search — local and international SEO, and generative engine optimisation
• Websites and software — websites, landing pages, e-commerce stores and custom web applications
• Measurement — tag manager, analytics, server-side conversion feeds and call attribution, built and verified before media is bought
• Advisory — marketing and growth advisory, innovation and strategy mentorship, and team education and training

What is in scope for you is whatever your engagement agreement lists. Work outside that list is quoted and agreed separately before it starts; we do not perform additional chargeable work and invoice you for it afterwards.

We run a documented approval process, and it is a term of working with us rather than a courtesy. A proposed change is written down, waits in a queue with a state — pending, approved, pushed — and a second specialist has to be convinced of it before it moves. Nothing reaches a live account with one name on it.

New campaigns are built paused, so the whole build can be read end to end before any money moves. Where your engagement gives you the sign-off, we will not switch work on until you give it.

The practical consequence runs both ways. Work waiting on your approval is not work we are able to progress, and where an approval is outstanding we are not responsible for the delay or for its effect on results. If you need us to act without waiting — for a time-critical campaign, say — tell us in writing and we will agree that scope with you in advance.

Our work depends on things only you can supply or control. You agree to:

• Give us accurate information about your business, your offer, your pricing and your capacity, and tell us when any of it changes
• Give us the access we need — advertising accounts, analytics, tag manager, your website, your CRM — and keep that access working for the term of the engagement
• Respond to approval requests, drafts and questions within a reasonable time, so work does not sit blocked
• Hold the licences, registrations, permits, accreditations and insurances your industry requires, and be able to deliver what your advertising offers
• Make sure anything you supply for use in advertising — copy, images, video, logos, testimonials, customer data, claims about your business — is accurate, is yours to use, and does not infringe anyone else’s rights
• Handle enquiries we generate. Leads are only worth what your follow-up makes them worth, and answering the phone is not something we can do for you

You are responsible for the claims you ask us to make on your behalf. We will tell you when we think a claim cannot be substantiated, and we will decline to publish it — but the underlying facts about your business are yours.

Our fees, what they cover, how often you are invoiced and when payment is due are set out in your engagement agreement. Unless that agreement says otherwise, fees are stated in Australian dollars and are exclusive of GST, which is added where it applies.

Advertising spend is separate from our fees, and it is not paid to us. Unless your engagement agreement expressly says we are billing it, media spend is charged by the advertising platform — Google, Meta, TikTok, LinkedIn, Microsoft or another — directly to the payment method held on the advertising account, under that platform’s own terms and its own billing cycle. Your daily and monthly budget is a setting on your account, and it is set with you. We do not hold your media budget, we do not earn interest on it, and we do not have a commercial interest in you spending more of it.

Third-party costs that are not media — hosting, domains, software subscriptions, licensed images, print, production, call tracking — are agreed with you before they are incurred. Whether they are billed by us or by the supplier is set out in your engagement agreement.

If an invoice is overdue we will tell you before we do anything about it. What we may then do — pause work, suspend campaigns, charge interest — is governed by your engagement agreement, not by this page.

The start date, any minimum term, the notice each of us must give, and what is payable on the way out are all set in your engagement agreement. We do not publish a standard period here, because the honest answer is that it depends on the work: a search campaign judged on its first ten days is being judged during the fortnight we are still cutting waste out of it, and a platform build has a delivery schedule that a marketing retainer does not.

Either of us may end the engagement immediately, in writing, if the other:

• materially breaches these terms or the engagement agreement and does not fix it within a reasonable time of being told
• becomes insolvent, is wound up, or has an administrator or liquidator appointed
• asks the other to do something unlawful, or something that would breach an advertising platform’s policies or the Australian Consumer Law

When an engagement ends, work already delivered and costs already committed remain payable. We will tell you what is running, what is scheduled and what is committed, so nothing is switched off by surprise. Handover is covered in the ownership section below.

We do not guarantee a particular result, and you should not engage us on the basis that we have. We will not promise you a number of leads, a cost per lead, a conversion rate, a return on ad spend, a search ranking, a position in an AI-generated answer, or a level of revenue — and if any of our people ever say otherwise, that statement is not part of your agreement with us.

This is not a hedge, it is how the work actually behaves. Results depend on your market, your competitors, your pricing, your offer, your capacity, seasonality, your follow-up after an enquiry, and on decisions made by advertising platforms we do not control. Any figure, case study, benchmark or projection we show you describes what happened for a particular business in particular conditions, or what we are aiming at. It is not a forecast of your result and it is not a warranty.

What we do commit to is the process, and you can hold us to it: targets written down and agreed before spend, measurement built and verified before media is bought, waste read and priced on every working day the account is running, a second signature on every executed change, a record of each change you can open, and a report issued on its date whether the period went well or badly.

If we think paid advertising is the wrong answer for you — because the budget cannot gather enough conversion data to be optimised, or because the real constraint is pricing, capacity or what happens after the phone rings — we will say so rather than take the money.

We produce advertising to Australian standards. That means the Australian Consumer Law — in particular the prohibitions on misleading or deceptive conduct and on false representations — the AANA Code of Ethics and the industry codes that sit under it, the Spam Act where electronic messaging is involved, and each platform’s own advertising policies. Public-sector and cultural engagements carry the additional review steps their briefs require.

There are things we will not do on an account, including yours. We will not publish a claim we cannot substantiate, display a certification or partner status that has not been granted, point an ad at a page that does not deliver what the ad promised, or hold back a report because the period went badly.

If you ask us to run something we believe breaches any of the above, we will tell you why and decline to publish it. That refusal is not a failure to perform under these terms.

Much of our work runs on platforms owned by other companies — Google, Meta, TikTok, LinkedIn, Microsoft, hosting providers, CRM and analytics vendors. Your use of those platforms is governed by their terms, not ours, and their decisions are theirs to make.

Those decisions genuinely affect the work, and we are not responsible for them. A platform may disapprove an ad, restrict a keyword, suspend or limit an account, change its policies, change its algorithm, change its reporting or attribution, change its pricing, deprecate a feature, or suffer an outage. Search engines and AI answer engines decide for themselves what to show. We will tell you promptly when one of these things happens, explain what it means, argue a rejection where there is a case to argue, and rework what needs reworking — but we cannot promise a particular outcome from somebody else’s decision.

Where we implement measurement, we implement it correctly and verify that each conversion fires. Platform-reported figures still differ from one another and from your own records, because each platform models and attributes differently. That difference is a property of the platforms, not a defect in our work.

What is yours. Your trade marks, brand assets, content, customer data and business information stay yours throughout, and you keep them when we part. Deliverables you have paid for — the advertising creative, copy, designs, pages and documents produced specifically for you — are licensed or assigned to you as your engagement agreement sets out, on payment.

What is ours. Our methods, tooling, internal software, templates, negative-keyword libraries, compliance guards and campaign architecture are ours and stay ours. You are not licensed to resell them or hand them to another agency, and nothing in an engagement transfers them.

Advertising accounts. Where we build and run an advertising account for you, we own and operate it, because the build carries the methodology described above. You have full-visibility reporting on performance and spend at all times, and on long-term marketing agreements ownership and handover options are available to discuss. Where you bring us an existing account that is already yours, it stays yours — we work in it, and our access ends when the engagement does. Whichever applies to you is recorded in your engagement agreement.

Custom platform and software work. The position here is firmer, and it is written in before the build starts rather than negotiated at the end: source-code escrow lodged from sprint one, and a data exit with a defined notice period and a defined export format. Thirty days is the term carried on our Victorian council finance platform engagement. Your own escrow and exit terms are stated in your engagement agreement.

Case studies. We may describe work we have done for you, using your name and results, only with your consent. Public-sector and cultural-institution engagements are published as sector and jurisdiction only. You can withdraw consent at any time by emailing contact@soudcoh.com.

Each of us will keep the other’s confidential information confidential, use it only for the engagement, and disclose it only to the people who need it to do the work — who are bound to the same standard. This survives the end of the engagement. It does not apply to information that is already public through no fault of ours, that you or we already held, or that we are required by law or a regulator to disclose.

We run many accounts, so it is worth being exact about what does and does not travel between them. What travels is de-identified structure: a negative keyword that wasted money in a trade, a phrasing a platform silently rejects, a routing rule, a compliance guard. What never travels is your spend, your conversion data, your bids, your creative, your name, or anything a second reviewer declined to sign off. We do not take two directly competing accounts in the same service area.

Personal information is handled under our Privacy Policy, which explains what we collect, why, who it is shared with, how long it is kept, and how to ask for access or deletion.

This website, its content, its code and the SoudCoh name and logo are owned by us or our licensors and are protected by copyright, trade mark and other laws of Australia. You may read, print and share pages for your own use. You may not copy the site or substantial parts of it, scrape it at a scale that burdens it, resell its content, remove attribution, or use our name or marks in your own advertising without our written permission.

Articles, case studies, benchmarks and briefings on this site are general information about marketing. They are not legal, financial, tax or professional advice, they are not tailored to your circumstances, and you should not act on them without taking your own advice.

We link to other websites for convenience. A link is not an endorsement, we do not control those sites, and we are not responsible for their content or their privacy practices. We aim to keep this site available and accurate, but we do not warrant that it will be uninterrupted, error-free or current at every moment.

Nothing in these terms excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law, including the consumer guarantees. Where those guarantees apply and can lawfully be limited, our liability is limited to resupplying the services or paying the cost of having them resupplied.

Subject to that, and to the extent the law allows: neither of us is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill, or any indirect or consequential loss. We are not liable for wasted advertising spend arising from a platform’s own decision, an outage, an approval you withheld, information you gave us that was wrong, or a change you made outside the approval process described above.

Our total liability arising out of an engagement is capped at the fees you have paid us for that engagement, excluding advertising spend and third-party costs. The period over which that cap is calculated is set in your engagement agreement.

Each of us will take reasonable steps to reduce any loss we suffer, and neither of us is liable for a failure caused by something genuinely outside our control.

Tell us first, and tell your account lead — most problems are a conversation, and the reporting rhythm exists so that a bad period is raised by us before it is raised by you. If that does not resolve it, put your complaint in writing to contact@soudcoh.com setting out what happened and what you would like done. We will acknowledge it and respond substantively.

If it is still unresolved, both of us agree to meet — in person or by video — with the people who can actually settle it, before either of us starts proceedings. If that meeting does not resolve it, either of us may refer the dispute to mediation by a mediator we agree on, or failing agreement, one appointed by the Resolution Institute, with the cost shared equally.

None of this stops either of us seeking urgent injunctive relief from a court, or recovering an undisputed debt.

These terms are governed by the laws of Victoria, Australia, and each of us submits to the non-exclusive jurisdiction of the courts of Victoria and the courts that hear appeals from them.

We may update these terms as the business or the law changes. The version published here applies from the date it is posted, and it does not change the terms of an engagement agreement you have already signed. If a change is material to a live engagement, we will tell you rather than leave you to find it.

If any part of these terms is found to be unenforceable, it is severed and the rest keeps working. A right we do not exercise straight away is not a right we have given up. Neither of us may assign an engagement without the other’s written consent, except to a related company or as part of a sale of the business. We are independent contractors: nothing here creates a partnership, a joint venture, or an employment relationship.

Questions about these terms go to contact@soudcoh.com, or to SoudCoh Pty Ltd, West Tower, Level 4/608 St Kilda Rd, Melbourne VIC 3004.