Terms & Conditions

These Terms and Conditions (“Terms”) govern the relationship between Pareto Partners Pty Ltd(ABN 45 699 671 111, ACN 699 671 111), trading as Habits of The Few (“we”, “us”, “our”, “HoTF”), and any person or entity (“you”, “your”, “Client”) who:

• accesses or uses the Habits of The Few website at thehotf.comor any subdomain thereof (the “Website”);
• engages us for personal branding, content production, social media management, podcast production, strategy, or any related services (the “Services”); or
• accesses the client portal at clients.thehotf.com (the “Portal”).

By accessing the Website, Portal, or engaging the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Website, Portal, or Services.

Where a separate Service Agreement or Statement of Work (“SOW”) is executed between us, that document takes precedence over these Terms to the extent of any inconsistency.

2.1 Scope

We provide personal branding strategy, content production and editing, social media account management, LinkedIn and Instagram growth strategy, podcast production and distribution, video production and editing, reputation management, and any additional services described in a SOW or Service Agreement (collectively, the “Services”).

2.2 Changes to scope

Any material change to the agreed scope requires a written variation signed (or confirmed by email) by both parties. Work performed outside an agreed scope may be invoiced at our standard day rate.

2.3 Subcontracting

We may engage suitably qualified subcontractors to assist with delivery. We remain responsible to you for the Services regardless of subcontracting.

2.4 Client obligations

You must provide accurate information, timely access to assets and accounts, and prompt feedback within agreed review windows. Unreasonable delays in providing access or approvals may result in rescheduled delivery and additional charges at our discretion.

3.1 Fees

Fees are set out in the relevant SOW or Service Agreement. All fees are quoted in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated.

3.2 GST

Where a supply under these Terms is a taxable supply under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), you must pay GST in addition to the fee. We will issue a valid Tax Invoice.

3.3 Invoicing and payment terms

Unless otherwise agreed in writing, invoices are due within 14 days of the invoice date. Payment may be made by bank transfer (EFT) or any method specified on the invoice.

3.4 Late payment

Invoices unpaid after the due date accrue interest at the rate of 10% per annum calculated daily from the due date until payment in full. We reserve the right to suspend or cease Services while any overdue amount remains outstanding. Reasonable recovery costs (including legal and debt-collection costs) are payable by you.

3.5 Retainers and pre-payments

Where a retainer or pre-payment is agreed, it is non-refundable except to the extent we are unable to deliver the agreed Services through our own fault. Pre-payments secure time in our production schedule and compensate for capacity reserved on your behalf.

3.6 Expenses

Pre-approved out-of-pocket expenses (including but not limited to licensing fees, stock media, advertising spend, travel costs, and third-party software) will be passed through at cost and invoiced separately unless included in a fixed-fee agreement.

4.1 Deliverables

Subject to full payment of all fees, we assign to you all copyright and other intellectual property rights in the final deliverables specifically created for you under a SOW (“Deliverables”). Assignment takes effect upon receipt of cleared payment in full.

4.2 Our background IP

We retain all rights in our pre-existing materials, methodologies, frameworks, templates, tooling, know-how, and processes (“Background IP”) even where embedded in Deliverables. We grant you a perpetual, royalty-free, non-exclusive licence to use Background IP solely as embedded in and necessary to use the Deliverables.

4.3 Third-party materials

Where Deliverables incorporate licensed third-party materials (e.g. stock footage, music, fonts, imagery), your use is subject to the terms of those licences. We will inform you of any material licence restrictions.

4.4 Your materials

You grant us a non-exclusive licence to use any content, assets, data, and account access you provide solely to deliver the Services. You warrant that you have all necessary rights to grant this licence.

4.5 Portfolio use

Unless you notify us in writing prior to engagement, we may include Deliverables in our portfolio and promotional materials after publication. We will not publish content you designate as confidential without your written consent.

Each party agrees to keep confidential all non-public information received from the other party that is marked confidential or that a reasonable person would recognise as confidential (“Confidential Information”). Neither party may disclose the other’s Confidential Information to third parties without prior written consent, except:

• to subcontractors or advisers under equivalent confidentiality obligations;
• as required by law or court order; or
• for information that is or becomes publicly available other than through breach.

Confidentiality obligations survive termination of these Terms for a period of 3 years.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot lawfully be excluded under the Competition and Consumer Act 2010(Cth), Schedule 2 (Australian Consumer Law, “ACL”), or any other applicable law. Where the ACL applies, the following apply to the extent permitted:

• Our liability for a failure to comply with a consumer guarantee in respect of services is limited, at our option, to resupply of the services or payment of the cost of having the services supplied again.
• Our liability for a failure to comply with a consumer guarantee in respect of goods is limited, at our option, to replacement of the goods, supply of equivalent goods, repair of the goods, or payment of the cost of replacing, repairing, or acquiring equivalent goods.

To the fullest extent permitted by law, and subject to Section 6:

• Our total aggregate liability to you for any and all claims arising out of or in connection with these Terms or the Services (whether in contract, tort, negligence, breach of statutory duty, or otherwise) is limited to the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim, or AUD $500, whichever is greater.
• We are not liable for any indirect, consequential, special, incidental, or punitive loss or damage, including loss of revenue, loss of profits, loss of data, loss of opportunity, or damage to reputation, even if we have been advised of the possibility of such loss.
• We are not liable for the acts, omissions, or policy changes of any third-party platform (including LinkedIn, Meta, Google, YouTube, Spotify, Apple) that affect the delivery or outcome of the Services.
• We do not guarantee specific outcomes from the Services, including follower growth, engagement rates, revenue increases, or media coverage.

You indemnify and hold harmless Pareto Partners Pty Ltd, its officers, contractors, and agents from and against any claim, loss, damage, liability, cost, or expense (including reasonable legal fees) arising from:

• your breach of these Terms;
• content, assets, or data you provide that infringe the intellectual property rights, privacy, or other rights of any third party;
• your misuse of any Deliverable or output from the Services; or
• your breach of any third-party platform terms (including LinkedIn, Meta, or Google) in connection with your use of the Services.

9.1 Termination by either party

Either party may terminate a Service Agreement or SOW by giving 30 days’ written notice to the other, unless a different notice period is specified in that agreement.

9.2 Immediate termination

We may terminate immediately by written notice if you:

• fail to pay any amount due and do not remedy the failure within 7 days of notice;
• materially breach these Terms and (if capable of remedy) fail to remedy within 14 days of written notice;
• become insolvent, are subject to voluntary administration, receivership, winding up, or enter into any arrangement with creditors; or
• engage in conduct that, in our reasonable opinion, is harmful to our business or reputation.

9.3 Effect of termination

On termination: (a) all outstanding fees for work performed to the date of termination become immediately due and payable; (b) IP assignment under clause 4.1 applies only to Deliverables fully completed and paid for; (c) each party must return or destroy the other’s Confidential Information on request; and (d) clauses 4, 5, 6, 7, 8, 10, 12, and 13 survive termination.

Each party warrants that:

• it has full power and authority to enter into and perform these Terms;
• its performance does not breach any other agreement or obligation binding on it; and
• it will comply with all applicable laws, including the ACL and any applicable privacy legislation.

You further warrant that all content, materials, and account access provided to us is provided lawfully and does not infringe the rights of any third party.

Neither party is liable for any delay or failure in performance (other than a payment obligation) caused by circumstances beyond their reasonable control, including natural disasters, acts of government, strikes, internet or platform outages, or pandemic restrictions. The affected party must promptly notify the other and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected Service Agreement on 14 days’ written notice without penalty.

12.1 Permitted use

You may access the Website for lawful purposes only. You must not scrape, copy, or reproduce content without our written consent; attempt to gain unauthorised access to any system or data; use the Website to send unsolicited communications; or upload malicious code or interfere with the Website’s operation.

12.2 Availability

We do not warrant that the Website or Portal will be uninterrupted, error-free, or free of viruses. We may suspend or discontinue the Website at any time without notice.

12.3 Third-party links

The Website may contain links to third-party websites. We do not endorse, control, or take responsibility for the content or privacy practices of those sites.

If a dispute arises between the parties relating to these Terms or the Services, the parties agree to the following process before commencing litigation:

1. Notice: The party raising the dispute must give written notice to the other, setting out the nature of the dispute and the remedy sought.
2. Good faith negotiation: The parties must meet (in person, by video, or by telephone) and attempt to resolve the dispute in good faith within 14 days of the notice.
3. Mediation: If not resolved within 14 days, the parties must attempt mediation through the Resolution Institute or a mediator agreed in writing, with costs shared equally.
4. Litigation: If mediation fails or a party unreasonably refuses mediation, either party may commence proceedings in the courts of Victoria.

Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief where necessary.

We handle personal information in accordance with our Privacy Policy, which forms part of these Terms. By engaging our Services or using the Website, you consent to the collection and use of your personal information as described in the Privacy Policy.

• Entire agreement: These Terms, together with any applicable SOW or Service Agreement and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior representations, agreements, and understandings relating to the subject matter.
• Amendments:We may update these Terms by posting a revised version on the Website. Continued use of the Website or Services after the effective date of any update constitutes acceptance. For active client engagements, material changes will be notified by email with 30 days’ notice.
• Severability: If any provision of these Terms is found to be unenforceable or invalid, it will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Terms will continue in full force.
• Waiver: Failure to exercise or enforce any right under these Terms does not constitute a waiver of that right.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights to a related entity or successor in business without consent, provided we give you notice.
• Relationship: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
• Notices: Written notices must be sent by email to the address on record. Notices to us must be sent to admin@thehotf.com.

These Terms are governed by and construed in accordance with the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria, save that nothing prevents a party from seeking urgent relief in any court of competent jurisdiction.