Terms of service

1. OVERVIEW

1.1. The Agreement between you (Client) and us (Service Provider) is made up of these General Terms and Conditions (T&Cs), the accepted Quote, and the accompanying Proposal, along with any subsequent Proposal as agreed upon from time to time.

1.2. The Proposal contains the specific information relevant to our unique arrangement with you, and is designed to be read alongside the T&Cs.

1.3. If there is any inconsistency between the T&Cs and the Proposal, the content of the Proposal will prevail to the extent of the inconsistency.

1.4. Any variation to the Proposal must be mutually agreed upon in writing.

1.5. The Agreement will come into effect on the Commencement Date and continue for the Term.

1.6. Subject to the nature of the Services being provided, additional special conditions may apply as set out in the Proposal.

1.7. Both parties will ensure that they hold appropriate insurance where applicable and agree to comply with all Applicable Laws, both during and following the Term.

1.8. You acknowledge that you have read and understood the T&Cs prior to accepting the Quote and paying the Deposit, and have sought professional and/or legal advice should you require clarification on any aspect of the Agreement.

2. SERVICES AND FEES

2.1. The total scope of the Services is as set out in the Proposal. If Services outside the scope are required, these will be quoted separately at our Hourly Rate.

2.2. A 50% Deposit is due on accepting the Quote within the timeframe specified on the invoice. The Services will not commence until the Deposit has been paid. The Deposit is non-refundable regardless of Service delivery.

2.3. The Deposit secures a start date for us to commence the Services. If you wish to delay the start date, you must provide us with a minimum of 14 days’ notice, otherwise a Restart Fee may apply.

2.4. All Fees will be payable via electronic funds transfer to our nominated bank account within 7 days of receiving a Tax Invoice. You will receive a Tax Invoice from us prior to payment being due in each instance.

2.5. If you do not pay any portion of the Fees within the stipulated timeframe, we may charge you interest at the Interest Rate set out in the Proposal. If unpaid Fees are recovered through an external agency, you acknowledge that you will be responsible for the costs involved in the recovery.

2.6. You agree to cover any out-of-pocket expenses incurred by us in the course of delivering the Services to you. These additional expenses will be approved by you in writing prior to being incurred.

2.7. Retainer clients will be billed monthly in advance.

2.8. We are entitled to vary our Hourly Rate during the Term on providing you with 14 days’ written notice.

3. DELIVERABLES

3.1. We agree to perform the Services and provide the Deliverables to the best of our ability and in accordance with the Key Dates.

3.2. You agree to provide us with all relevant Client Content and any other information we request from you in order to be able to perform the Services.

3.3. If the Services incorporate graphic design or copywriting services, we will provide you with an initial set of draft deliverables as per the quantity requested. Two rounds of changes to the draft deliverables are incorporated into the quoted Fees, and further changes will be subject to our Hourly Rate.

3.4. For website design services, the scope of work is as set out in the Proposal. The scope of work does not include correcting errors or deficiencies that are due to the improper use of the website or any third-party add-ons, or providing additional technical support beyond the 14-day period, unless additional Fees are paid. These additional Fees will be quoted based on our Hourly Rate.

3.5. For social media management services, we will be guided by your instructions in terms of content, including brand voice and graphics which must be provided in writing.

3.6. You acknowledge that our ability to meet the Key Dates is partially dependent on how promptly your feedback is provided. You agree to provide written feedback within three days of our sending the draft Deliverables to you at any stage.

3.7. You acknowledge that if feedback is not provided within this timeframe, the draft Deliverables will be deemed to be accepted and the incorporation of any additional feedback will be subject to our Hourly Rate.

3.8. We will not be liable for any errors or defects in the Deliverables after they have been accepted by you, and the correction of any errors or defects after completion of the Deliverables will be subject to our Hourly Rate.

4. CHANGES AND CANCELLATIONS

4.1. If you wish to change the scope of the Services after accepting the Quote, you must make the request to us in writing. Any such change will be subject to our written acceptance and may result in revised Fees, Key Dates, or both.

4.2. If you cancel the Services after accepting the Quote, you acknowledge that:

(a) the Deposit is non-refundable; and
(b) you will be liable for payment of any work completed and expenses incurred up to the cancellation date, charged at our Hourly Rate.

4.3. We may cancel the Services at any time if:

(a) you breach the Agreement and fail to remedy that breach within 7 days of receiving written notice;
(b) you fail to pay the Fees by the due date;
(c) circumstances beyond our control make it impractical to continue providing the Services; or
(d) we reasonably believe continuing the Services may damage our reputation.

4.4. If we cancel the Services under clause 4.3, you will be invoiced for all work completed and expenses incurred up to the cancellation date, and payment will be due within 7 days.

5. INTELLECTUAL PROPERTY

5.1. All Intellectual Property created by us in the course of performing the Services (including but not limited to designs, concepts, artwork, photographs, and written materials) will remain our property until all Fees have been paid in full.

5.2. Once payment has been received in full, ownership of the final Deliverables will transfer to you, except for any Third-Party Materials used, which remain subject to their original licence terms.

5.3. We retain the right to use any Deliverables, concepts, and related materials for promotional purposes, including in portfolios, websites, social media, and award submissions, unless otherwise agreed in writing.

5.4. You must not reproduce, modify, distribute, or otherwise use the Deliverables in a way that is outside the scope of the Agreement without our prior written consent.

5.5. You are responsible for obtaining all necessary permissions, licences, and consents for any Client Content you provide to us. You warrant that you have the legal right to use and supply the Client Content for the purposes of the Services.

6. CONFIDENTIALITY

6.1. Both parties agree to keep confidential all Confidential Information disclosed during the Term, except where disclosure is:

(a) required by law;
(b) agreed in writing by both parties; or
(c) to the party’s professional advisers on a confidential basis.

6.2. Confidential Information does not include information that:

(a) is or becomes publicly available without breach of this clause;
(b) is received from a third party who lawfully acquired it and did not owe the disclosing party an obligation of confidentiality; or
(c) is independently developed without the use of the disclosing party’s Confidential Information.

7. LIMITATION OF LIABILITY

7.1. To the fullest extent permitted by law, we exclude all liability for:

(a) loss of profit, loss of business, or indirect/consequential loss; and
(b) any loss or damage arising from the use of Third-Party Materials or Third-Party Services.

7.2. Our total liability for any claim relating to the Services will be limited to the total Fees paid by you under the Agreement.

7.3. Nothing in this clause excludes liability for death, personal injury, fraud, or other liability that cannot be excluded by law.

8. FORCE MAJEURE

8.1. We will not be liable for any failure or delay in performing the Services where such failure or delay results from events beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, strikes, labour disputes, war, government actions, or the failure of third-party systems.

8.2. If a Force Majeure Event continues for more than 30 days, either party may terminate the Agreement by providing written notice to the other party.

9. GENERAL

9.1. The Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements.

9.2. If any provision of the Agreement is found to be invalid or unenforceable, it will be severed and the remaining provisions will continue in full force and effect.

9.3. The Agreement may only be amended in writing signed by both parties.

9.4. A failure or delay by either party to enforce any provision will not constitute a waiver of that provision or of any other rights.

9.5. The Agreement is governed by the laws of the State or Territory set out in the Proposal, and both parties submit to the jurisdiction of the courts in that location.

DEFINITIONS

Agreement means these T&Cs together with the Proposal and any subsequent agreed variations.
Applicable Laws means all laws, regulations, and codes applicable to the Services.
Client Content means any materials, information, or data provided by you for the purposes of the Services.
Commencement Date means the date the Agreement comes into effect, as set out in the Proposal.
Confidential Information means all non-public information disclosed by one party to the other in connection with the Agreement.
Deliverables means the final products or outputs to be provided to you under the Agreement.
Deposit means the portion of the Fees payable in advance to secure the Services.
Fees means the total amount payable for the Services as set out in the Proposal.
Force Majeure Event means any event beyond a party’s reasonable control that prevents the performance of obligations under the Agreement.
Hourly Rate means our hourly charge rate as set out in the Proposal, subject to change in accordance with clause 2.8.
Interest Rate means the rate specified in the Proposal for late payments.
Key Dates means the agreed milestones or deadlines set out in the Proposal.
Proposal means the document accompanying these T&Cs setting out the specific Services, Deliverables, Fees, and other relevant details.
Services means the work we are engaged to perform as set out in the Proposal.
T&Cs means these General Terms and Conditions.
Term means the duration of the Agreement.
Third-Party Materials means any materials created by a third party and used in the Deliverables.
Third-Party Services means services provided by a third party that are required for or incorporated into the Deliverables.