Welcome to Narrow Path Digital (“NPD,” “we,” “us,” or “our”). These Terms and Conditions govern your use of our services, including but not limited to digital marketing, social media management, advertising campaigns, website development, and other related services (collectively, the “Services”). By engaging with NPD or accessing our Services, you agree to these terms.

1. Services

1.1 NPD provides digital marketing services, including (but is not limited to) social media management, paid advertising, website optimization, content creation, email marketing, and consulting.

1.2 We will use reasonable skill and care in performing the Services. However, NPD does not guarantee specific results, including but not limited to revenue growth, website traffic, or lead generation.

1.3 All Services are provided according to the scope defined in the proposal, contract, or engagement agreement. A scope adjustment fee may apply depending on the project and the original scope agreed upon. Any Services requested outside the agreed scope will be subject to this fee, payable prior to commencement of the additional work.

1.4 Website Migration & Snapshot Services

1.4.1 To to the nature of non-contractual services, NPD does not provide website migration or transfer services under any circumstances. All websites, files, and associated content developed by NPD remain the intellectual property of NPD.

1.4.2. If a client requests a website snapshot for transfer to a new host, NPD reserves the right to refuse such requests at its sole discretion. Any snapshot provided for transfer will incur a minimum fee of ten (10) times the original website development cost, payable in full prior to release.

1.4.3. Scope & Use:

Any snapshot released is for the sole use of the client for the original website. Snapshots may not be copied, reused, resold, or deployed for any other client, project, or purpose.

1.4.4. Disclaimer & Liability:

NPD does not guarantee successful migration, compatibility, uptime, or data integrity after release. The client assumes all risk for using the snapshot or transferring content to third-party hosts. NPD is not liable for any downtime, data loss, technical issues, or other consequences arising from the use or transfer of website snapshots.

2. Client Responsibilities

2.1 Clients must provide accurate, complete, and timely information necessary for NPD to perform the Services.

2.2 Clients must provide access to relevant accounts, platforms, and systems as required for NPD to deliver Services.

2.3 Clients are responsible for ensuring compliance with applicable laws, including advertising regulations, privacy, and intellectual property rights.

2.4 Clients requesting snapshots must provide full and timely access to hosting accounts and credentials if NPD elects to provide a snapshot. NPD retains the right to refuse access or service for any reason.

3. Payment and Billing

3.1 Payment Terms

Payment terms are outlined in the engagement agreement. Typically, fees are charged upfront at the start of the service period or during onboarding. Invoices are due within 7 days of issue. A grace period of 3 days applies after the due date. Scope adjustment fees are considered part of the invoice and are subject to the same payment terms.

3.2 Late Payments

If payment has not been received after the 3-day grace period, late fees or interest at the maximum legal rate may apply. NPD reserves the right to suspend or terminate Services until payment is made.

3.3 Taxes and Charges

Clients are responsible for all taxes, duties, or charges applicable to the Services.

4. Intellectual Property

4.1 All content, strategies, creative materials, and deliverables produced by NPD remain the property of NPD until full payment is received.

4.2 Clients are granted a non-exclusive, non-transferable license to use deliverables for the purposes specified in the engagement agreement.

4.3 Clients may not copy, distribute, reproduce, or resell NPD’s work without prior written consent.

4.4 Drafts, mockups, proofs, and preliminary designs are provided solely for review and approval purposes. They may not be copied, modified, or used in any way - commercially or otherwise - without prior written consent from NPD.

4.5 If the Client uses any unpaid or unlicensed work (including altered or derivative versions), NPD reserves the right to invoice the Client at the full agreed-upon rate or pursue legal remedies for copyright infringement.

5. Confidentiality

5.1 Both parties agree to maintain confidentiality regarding proprietary or sensitive information shared during the engagement.

5.2 Confidential information does not include information that is publicly available or legally required to be disclosed.

6. Limitation of Liability

6.1 NPD shall not be liable for indirect, incidental, consequential, or punitive damages, including lost profits or business opportunities.

6.2 NPD’s total liability for any claim arising from the Services shall not exceed the total fees paid by the Client for the relevant Services.

6.3 NPD will not share confidential client data with third parties except as required to provide Services or as required by law. Clients are responsible for ensuring the data they provide is lawful and compliant with privacy regulations.

6.4 Force Majeure & Unforeseen Events

NPD shall not be liable for any failure or delay in performing Services resulting from circumstances beyond our reasonable control, including but not limited to natural disasters, platform outages, hosting failures, third-party service interruptions, government restrictions, or other unforeseen events. Services may be paused, delayed, or modified as necessary, and clients are responsible for adjusting expectations accordingly.

6.5 Client-Provided Content & Compliance

Clients are solely responsible for all materials, content, and data they provide to NPD for use in services, campaigns, or website development. NPD is not responsible for any legal or regulatory consequences arising from the client’s content, including but not limited to copyright infringement, trademark violations, defamation, or privacy breaches. By providing content, clients warrant that they have the necessary rights and permissions to use it for the intended purpose.

6.6 Reputational & Platform Risks

Clients acknowledge that NPD cannot guarantee specific outcomes related to marketing campaigns, ad placements, search rankings, or social media performance. NPD is not liable for reputational impacts, account suspensions, platform restrictions, or negative public feedback resulting from client actions, third-party platforms, or other factors outside our control.

7. Termination

7.1 Either party may terminate the engagement with written notice if the other party materially breaches these terms.

7.2 Upon termination, clients must pay for all Services rendered up to the termination date.

8. Governing Law

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

8.1 International & Jurisdictional Considerations

Clients located outside of Western Australia acknowledge and agree that:

These Terms, including all IP rights, liability disclaimers, refund policies, and service limitations, apply regardless of the client’s country of residence.

NPD’s Services, including marketing campaigns, website development, and digital content, are provided in accordance with Australian law, specifically the laws of Western Australia.

Any disputes, claims, or enforcement actions arising from the engagement shall be governed by and adjudicated under the laws of Western Australia, without regard to conflicts of law principles.

Clients are responsible for complying with any applicable laws, regulations, or restrictions in their own jurisdiction when using NPD’s Services.

9. Changes to Terms

NPD reserves the right to update these Terms and Conditions at any time. Clients will be notified of material changes via email, website or dashboard notice. Continued use of Services constitutes acceptance of the updated terms.