Terms of Service

1. Definitions

• "We", "us", "our" refers to Onmark, a division of Logicsync Pty Ltd (ABN: 12 620 184 867).
• "You", "your" refers to the individual or entity accessing or using the Services.
• "Client" refers to a business or individual who engages Onmark for design and marketing services.
• "Team Member" refers to an Onmark employee or staff member with Portal access.
• "Contractor" refers to an external service provider (e.g., photographer, videographer) engaged by Onmark.
• "User" refers to any Client, Team Member, or Contractor with a Portal account.
• "Content" refers to all text, images, videos, graphics, designs, and other materials.
• "User Content" refers to content uploaded, submitted, or created by Users through the Services.
• "Client Content" refers to text, images, logos, brand assets, and other materials provided by or created for a Client.
• "Connected Accounts" refers to third-party social media accounts linked to the Portal.
• "Source Code" refers to all code, scripts, templates, configurations, frameworks, and development files used to build and operate websites and applications.
• "Client Website" refers to a website developed and hosted by Onmark for a Client, accessible at the Client's domain.
• "Static Export" refers to a compiled, non-editable HTML/CSS/asset package of a Client Website suitable for third-party hosting.
• "Platform" refers to the Portal, Website, and all underlying software, systems, and infrastructure operated by Onmark.

2. Account Registration and Eligibility

2.1 Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms. If you are using the Services on behalf of a business, you represent that you have authority to bind that business to these Terms.

2.2 Account Creation

To access the Portal, you must create an account by providing accurate, current, and complete information. You agree to:

• Maintain and promptly update your account information
• Keep your login credentials confidential and secure
• Notify us immediately of any unauthorised access to your account
• Accept responsibility for all activities under your account

2.3 Account Types

Client Accounts: For businesses engaging our design and marketing services. Includes access to project management, communications, billing, and social media publishing features.

Team Member Accounts: For Onmark staff. Subject to additional internal policies and employment terms.

Contractor Accounts: For external service providers. Access is limited to assigned tasks and specific project materials only.

3. Use of the Services

3.1 Permitted Use

You may use the Services for lawful purposes only. You agree to:

• Use the Services in compliance with all applicable Australian laws and regulations
• Provide accurate information in all forms, uploads, and communications
• Respect the intellectual property rights of Onmark, other Users, and third parties
• Use connected social media features only for legitimate business purposes

3.2 Prohibited Conduct

You agree not to:

• Use the Services for any unlawful purpose or in violation of these Terms
• Attempt to gain unauthorised access to any part of the Services or other Users' accounts
• Interfere with or disrupt the Services' operation, servers, or networks
• Transmit any viruses, malware, or other harmful code
• Scrape, crawl, or use automated means to access the Services without permission
• Share your account credentials with unauthorised individuals
• Upload content that infringes intellectual property rights or violates any law
• Use connected social media accounts to post spam, misleading content, or content that violates platform policies
• Impersonate any person or entity or misrepresent your affiliation
• Harass, abuse, or harm other Users
• Attempt to circumvent any security measures or access restrictions

4. Social Media Account Connections

4.1 Authorisation

By connecting your business social media accounts to the Portal, you:

• Authorise us to access and use those accounts as specified in these Terms and the Portal interface
• Confirm you have the authority to grant such access
• Understand that we will publish content on your behalf as directed through the Portal

4.2 Supported Platforms

The Portal supports connections to:

• Meta (Facebook Pages, Instagram Business)
• LinkedIn (Company Pages)
• X (Twitter)
• YouTube
• TikTok (Business accounts)

4.3 Your Responsibilities

You are responsible for:

• Ensuring you have the right to connect and use each social media account
• Complying with each platform's terms of service and community guidelines
• Reviewing and approving content before publication (where applicable)
• Maintaining valid credentials and re-authenticating when required

4.4 Our Responsibilities

We will:

• Only access connected accounts for the purposes of providing our Services
• Publish content as directed through the Portal's approval workflows
• Not access personal social media accounts or private messages
• Securely store access tokens and credentials

4.5 Content Published via Connected Accounts

Content published to your connected social media accounts:

• Remains your responsibility once published
• Is subject to the respective platform's terms and policies
• Cannot be unpublished or modified by us once posted (you must use the native platform)
• May be removed by the platform if it violates their policies

4.6 Disconnecting Accounts

You may disconnect any social media account at any time through the Portal. We will:

• Revoke and delete stored access tokens
• Cease all publishing to that account
• Retain historical publishing records for your reference

5. Payments and Billing

5.1 Currency

All fees, invoices, and payments are in Australian Dollars (AUD) unless otherwise specified in writing.

5.2 Payment Processing

Payments through the Portal are processed by Stripe. By making payments, you agree to Stripe's Terms of Service.

5.3 Payment Methods

We accept payment via credit card, debit card, and other methods supported by Stripe. You authorise us to charge your selected payment method for:

• Service fees as quoted or agreed
• Recurring subscription charges (if applicable)
• Additional charges for approved out-of-scope work

5.4 Deposits and Upfront Payments

One-Time Projects:

• A deposit of 50% of the quoted project fee is required before work commences
• The remaining balance is due upon project completion or as specified in milestones
• No work will commence until the deposit is received

Retainer and Ongoing Services:

• Retainer fees are billed in advance on a monthly or weekly basis as agreed
• Payment is due before the service period begins
• Services may be suspended if advance payment is not received

5.5 Recurring Payments

If you enrol in a subscription or retainer arrangement:

• Your payment method will be charged automatically at the agreed interval
• You may cancel recurring payments with 30 days' written notice
• Cancellation does not entitle you to a refund of fees already paid
• Any work completed during the billing period remains chargeable

5.6 Invoicing and Payment Terms

• Invoices are issued through the Portal and sent to your registered email
• Payment is due within the timeframe specified on the invoice (typically 14 days)
• All invoices are considered accepted unless disputed in writing within 7 days

5.7 Late Payments

If payment is not received by the due date:

• 7 days overdue: We will send a payment reminder
• 14 days overdue: We will issue a formal notice of potential service suspension
• 30 days overdue: We reserve the right to suspend all Services, including taking Client Websites offline

Late payments will incur interest at 1% per month (12% per annum) on the outstanding balance, calculated from the due date until payment is received in full.

5.8 Collection Costs

If we engage third parties to collect overdue amounts, you agree to pay all reasonable collection costs, including:

• Legal fees and court costs
• Collection agency fees
• Administrative costs incurred in pursuing payment

5.9 Work Stoppage and Lien

• We are under no obligation to continue work or deliver any materials while any invoice remains unpaid
• All work product, deliverables, and website access may be withheld until full payment is received
• We retain a lien over all work product until all outstanding amounts are paid

5.10 Refunds

Refunds are provided at our discretion. Generally:

• Fees for completed work or delivered milestones are non-refundable
• Unused prepaid amounts may be refunded upon account closure, less any amounts owed
• Disputed charges must be raised in writing within 14 days of the invoice date
• Deposits are non-refundable if work has commenced

5.11 Taxes

All fees are exclusive of GST unless otherwise stated. GST will be added to invoices where applicable. You are responsible for any other applicable taxes in your jurisdiction.

6. Intellectual Property

6.1 Source Code Ownership

Onmark retains exclusive ownership of all Source Code. This includes, without limitation:

• All code, scripts, and programming used to build Client Websites
• Custom development work performed for Clients
• Templates, themes, frameworks, and configurations
• Development tools, libraries, and methodologies
• Server configurations and deployment scripts
• Content management system customisations

No transfer of Source Code ownership occurs under any circumstances, whether upon payment, termination, or otherwise. The Client acknowledges that they are licensing access to a hosted website, not purchasing Source Code.

6.2 Platform and Infrastructure

The Platform, including all software, systems, interfaces, and infrastructure, is and remains the exclusive property of Onmark, Logicsync Pty Ltd, or our licensors. This includes:

• The Portal and all its features
• Hosting infrastructure and systems
• APIs and integrations
• Administrative tools and dashboards

6.3 Client Website Licence

Subject to full payment and compliance with these Terms, we grant the Client a limited, non-exclusive, non-transferable, revocable licence to:

• Access and use their Client Website during the active engagement
• Manage content through the CMS or Portal interface
• Display the Client Website to their customers and the public
• Use the Client Website for their legitimate business purposes

This licence does NOT include the right to:

• Access, view, download, or copy Source Code
• Access code repositories, development environments, or server infrastructure
• Modify, adapt, or create derivative works from the Source Code
• Sublicense, transfer, or assign the licence to any third party
• Use the website as a basis for developing competing services
• Permit third-party developers to access or recreate the website code

This licence automatically terminates upon:

• Account termination or closure
• Non-payment after the cure period specified in Section 5.7
• Material breach of these Terms
• Expiration or termination of the service agreement

6.4 Client Content Ownership

The Client retains full ownership of Client Content, including:

• Text, copy, and written materials they provide
• Logos, brand assets, and images they supply
• Photos, videos, and media they own
• Content we create specifically for the Client (e.g., copywriting, custom graphics) upon full payment

By providing Client Content, the Client grants Onmark a non-exclusive, worldwide, royalty-free licence to:

• Use, store, and display the content on the Client Website
• Share with Team Members and Contractors as necessary
• Publish to Connected Accounts as directed
• Use in portfolio and marketing materials (subject to Section 6.8)

6.5 Static Export Option

Upon termination or written request, the Client may request a Static Export of their Client Website. The Static Export:

• Is a compiled, non-editable HTML/CSS/asset package only
• Does NOT include Source Code, development files, or CMS functionality
• Does NOT include dynamic features, databases, or server-side functionality
• Is provided "as is" without warranty or ongoing support

Export conditions:

• All outstanding invoices must be paid in full before any export is provided
• Onmark may charge a reasonable fee for preparing the Static Export
• The Client is solely responsible for hosting, SSL, security, and maintenance of exported sites
• Onmark provides no support, updates, or warranty for Static Exports hosted elsewhere

6.6 Prohibited Actions

The Client and all Users agree NOT to:

• Reverse engineer, decompile, disassemble, or attempt to derive Source Code
• Use automated tools to scrape, copy, or download website code
• Access or attempt to access servers, repositories, or development systems
• Share CMS or Portal credentials with unauthorised third parties
• Hire or permit third-party developers to inspect, copy, or recreate the website
• Remove, alter, or obscure any copyright notices or proprietary markings
• Use Onmark's intellectual property to build competing products or services
• Resell, redistribute, or sublicense access to the Client Website or its code

6.7 Pre-existing and Background IP

Onmark retains ownership of all pre-existing intellectual property, including:

• Tools, libraries, and frameworks developed before or independently of Client work
• Reusable code components and templates
• Design systems and UI patterns
• Third-party open-source components (which remain under their respective licences)

The Client receives no ownership interest in any background or pre-existing IP.

6.8 Portfolio and Marketing Rights

Unless the Client notifies us in writing of confidentiality requirements:

• We may display Client Websites and project work in our portfolio
• We may use the Client's name and logo as a reference
• We may create case studies describing the project (confidential business details require Client approval)
• We may use screenshots and descriptions in marketing materials

6.9 Content Restrictions

Users agree not to upload or publish content that:

• Infringes any copyright, trademark, or other intellectual property right
• Contains defamatory, obscene, or offensive material
• Violates any person's privacy or publicity rights
• Contains malware, viruses, or harmful code
• Violates any applicable law or regulation

We reserve the right to remove any content that violates these Terms.

6.10 Intellectual Property Indemnity

The Client represents and warrants that they own or have the right to use all Client Content provided to us. The Client agrees to indemnify Onmark against any claims arising from:

• Infringement of third-party intellectual property rights by Client Content
• Unauthorised use of trademarks, logos, or copyrighted materials
• Any claim that Client Content violates applicable laws

7. Contractor Terms

7.1 Scope of Access

Contractors are granted limited Portal access to:

• View and complete assigned tasks
• Upload deliverables for assigned projects
• Communicate with Team Members regarding assigned work

Contractors cannot access:

• Client payment or billing information
• Other Clients' projects or data
• Social media account credentials or publishing features
• Full project histories beyond assigned tasks

7.2 Confidentiality

Contractors must treat all Client information as confidential and must not:

• Share Client information with third parties
• Use Client information for purposes other than completing assigned tasks
• Retain Client information after task completion

7.3 Work Product

All work created by Contractors through the Portal is subject to the terms of their separate contractor agreement with Onmark.

8. Third-Party Services

8.1 Integrations

The Services integrate with third-party platforms including:

• Stripe (payments)
• Meta, LinkedIn, X, YouTube, TikTok (social media)
• Other services as may be added

Your use of these integrations is subject to the respective third party's terms of service.

8.2 Third-Party Links

The Services may contain links to third-party websites. We are not responsible for:

• The content, privacy policies, or practices of third-party sites
• Any loss or damage arising from your use of third-party sites

9. Service Availability and Modifications

9.1 Availability

We strive to maintain the Services' availability but do not guarantee uninterrupted access. The Services may be temporarily unavailable due to:

• Scheduled maintenance (we will provide reasonable notice)
• Unscheduled maintenance or emergency repairs
• Factors beyond our control (e.g., internet outages, third-party service failures)

9.2 Modifications

We may modify, update, or discontinue any aspect of the Services at any time. For material changes that affect your use:

• We will provide 30 days' notice where practicable
• You may terminate your account if you do not accept the changes

10. Website Hosting Terms

10.1 Hosting Services

Onmark hosts Client Websites on third-party infrastructure providers (such as Vercel, AWS, or similar services). By engaging our services, you acknowledge that:

• We select and manage hosting infrastructure on your behalf
• We may change hosting providers at our discretion to maintain or improve service quality
• Client Websites are hosted on shared or dedicated infrastructure as we determine appropriate

10.2 Domain Names

• The Client owns and is responsible for their domain name(s)
• Onmark will configure DNS settings to point the domain to the hosted website
• The Client must maintain domain registration and renewals
• Domain transfer or DNS changes may be required upon termination

10.3 SSL Certificates

We provide SSL certificates (HTTPS) for Client Websites at no additional cost. SSL certificates are:

• Managed and renewed by Onmark or our hosting providers
• Essential for website security and will be maintained during the engagement
• Not transferable if the Client moves to a Static Export

10.4 Uptime and Availability

We will use reasonable commercial efforts to maintain Client Website availability. However:

• We do not guarantee specific uptime percentages or service level agreements (SLAs)
• Availability depends on third-party hosting providers, which are outside our direct control
• We are not liable for downtime caused by hosting provider outages, maintenance, or failures

10.5 Maintenance and Updates

We may perform maintenance on Client Websites, which may include:

• Security patches and updates
• Platform and framework updates
• Performance optimisations
• Bug fixes

We will endeavour to provide reasonable notice for planned maintenance that may cause significant downtime.

10.6 Fair Use

Client Websites are subject to fair use of bandwidth, storage, and computing resources:

• Excessive resource usage may require an upgraded hosting plan or additional fees
• We reserve the right to throttle or suspend websites that negatively impact shared infrastructure
• We will notify the Client of any fair use concerns before taking action

10.7 Backups

We maintain regular backups of Client Websites as part of standard operations. However:

• Backups are for disaster recovery purposes and are not guaranteed
• We do not provide backup restoration as a self-service feature
• The Client should maintain their own copies of critical Client Content

10.8 Website Suspension

We may suspend or take offline a Client Website if:

• The Client fails to pay invoices as specified in Section 5.7
• The website is used for illegal, harmful, or Terms-violating purposes
• The website poses a security risk to our infrastructure or other clients
• Required by law or legal process

11. Privacy

Your privacy is important to us. Please review our Privacy Policy, which explains how we collect, use, and protect your personal information. By using the Services, you consent to our data practices as described in the Privacy Policy.

12. Disclaimers

12.1 "As Is" Basis

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties, whether express, implied, or statutory, including but not limited to:

• Warranties of merchantability and fitness for a particular purpose
• Warranties of non-infringement
• Warranties that the Services will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy or reliability of any content

12.2 Social Media Platforms

We do not control third-party social media platforms and cannot guarantee:

• Continuous availability of platform APIs or integrations
• That content will be published successfully or displayed as intended
• That platforms will not change their terms, features, or policies

12.3 No Professional Advice

Information provided through the Services does not constitute legal, financial, or other professional advice. You should seek independent professional advice where appropriate.

13. Limitation of Liability

13.1 Exclusion of Liability

To the maximum extent permitted by Australian law, Onmark and Logicsync Pty Ltd, including our directors, employees, agents, and contractors, will not be liable for any:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, goodwill, or business opportunities
• Damages arising from your use or inability to use the Services
• Damages arising from content published to social media platforms
• Damages arising from third-party content, services, or actions
• Damages arising from unauthorised access to your account

13.2 Cap on Liability

To the extent we are found liable for any damages, our total aggregate liability will not exceed the greater of:

• AUD $500; or
• The total fees paid by you to us in the 12 months preceding the claim

13.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

14. Indemnification

You agree to indemnify, defend, and hold harmless Onmark, Logicsync Pty Ltd, and our directors, officers, employees, agents, and contractors from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any third-party rights (including intellectual property rights)
• User Content you upload or publish
• Content published to your connected social media accounts
• Your breach of any applicable law or regulation
• Any dispute between you and a third party

15. Termination

15.1 Termination by You

You may terminate your account at any time by:

• Contacting us at contact@onmark.au
• Using the account closure feature in the Portal (if available)
• Providing 30 days' written notice for ongoing service engagements

15.2 Termination by Us

We may terminate or suspend your account immediately, without notice, if you:

• Breach these Terms
• Engage in fraudulent or illegal activity
• Fail to pay outstanding invoices after the cure period in Section 5.7
• Pose a security risk to the Services or other Users
• Violate intellectual property provisions in Section 6

We may also terminate accounts with 30 days' notice for any reason.

15.3 Effect on Client Websites

Upon termination:

• Website Offline: Client Websites will be taken offline within 30 days of termination
• No Source Code: Source Code is NOT provided under any circumstances (see Section 6.1)
• Static Export Available: The Client may request a Static Export (subject to Section 6.5)
• Export Conditions: All outstanding invoices must be paid before any export is provided
• Domain Transfer: The Client is responsible for updating DNS to point elsewhere

15.4 Effect on Portal Access

Upon termination:

• Your right to access the Portal and Services will immediately cease
• We will disconnect all Connected Accounts
• CMS and content management access will be revoked

15.5 Data and Content Export

• Client Content: You may request export of your Client Content within 30 days of termination
• Format: Content will be provided in a reasonable format determined by us
• Static Export: Available on request, subject to fee and payment of outstanding invoices
• Source Code: NOT included in any export (see Section 6)

15.6 Outstanding Payments

• You remain responsible for all outstanding payments upon termination
• Termination does not release you from payment obligations for services rendered
• We may withhold exports and access until all amounts are paid

15.7 Data Retention

After termination, we may retain:

• Data required by law or for legitimate business purposes
• Records necessary for accounting and tax compliance
• Information needed to enforce these Terms or defend against claims

15.8 Survival

Provisions that by their nature should survive termination will survive, including intellectual property (Section 6), disclaimers (Section 12), limitation of liability (Section 13), indemnification (Section 14), and governing law (Section 16).

16. Governing Law and Jurisdiction

16.1 Governing Law

These Terms are governed by and construed in accordance with the laws of South Australia, Australia, without regard to conflict of law principles.

16.2 Jurisdiction

You agree to submit to the exclusive jurisdiction of the courts of South Australia, Australia, for any disputes arising out of or relating to these Terms or your use of the Services.

16.3 Dispute Resolution

Before initiating legal proceedings, you agree to attempt to resolve any dispute informally by:

1. Contacting us at contact@onmark.au with details of your concern
2. Allowing 30 days for us to investigate and respond
3. Participating in good-faith discussions to resolve the matter

If informal resolution fails, either party may pursue formal dispute resolution.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any separate service agreements, constitute the entire agreement between you and Onmark regarding your use of the Services.

17.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

17.3 Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision.

17.4 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations to an affiliate or successor.

17.5 Notices

Notices to you will be sent to your registered email address. Notices to us should be sent to contact@onmark.au.

17.6 Force Majeure

We will not be liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labour disputes, government actions, or internet/telecommunications failures.

18. Changes to These Terms

We may update these Terms from time to time. The updated version will be indicated by an updated "Last Updated" date at the top of this page.

For material changes:

• We will notify you via email and/or prominent notice on the Services
• We will provide at least 14 days' notice before changes take effect
• Your continued use of the Services after changes take effect constitutes acceptance

If you do not agree to updated Terms, you may terminate your account before the changes take effect.

19. Contact Us

If you have any questions about these Terms, please contact us:

Onmark (a division of Logicsync Pty Ltd) ABN: 12 620 184 867

Suite 37, 50 Mawson Lakes Boulevard Mawson Lakes SA 5095 Australia

• Email: contact@onmark.au
• Website: onmark.au
• Portal: app.onmark.au