Terms Of Service

1) Acceptance

By (a) using our website, (b) signing an SOW or proposal, or (c) paying an invoice or deposit, you accept these terms on behalf of yourself and the organisation you represent.

 

2) Services & Deliverables

We provide brand strategy and naming, identity and packaging (including FSANZ‑aligned label files), web and e‑commerce, content and campaign creative, and performance/growth services.
Deliverables, rounds, timelines and fees are set out in the SOW.

 

3) Scope, Changes & Out‑of‑Scope

• Scope: Only what’s written in the SOW is included.

• Changes: Additions or pivots require a written Variation with updated fees/timelines.

• Out‑of‑scope examples: New pages/templates, extra naming rounds, additional SKUs/pack variants, new channels, unplanned integrations, urgent/rush work.
   

4) Your Responsibilities

• Access & Info: Provide accurate information, timely feedback and approvals, and access to required tools/accounts.

• Content & Claims: You’re responsible for the accuracy and legality of claims, copy, and regulatory approvals. We design for compliance (e.g., FSANZ label layout conventions) but do not provide legal, medical or regulatory advice.

• Third‑Party Rights: Don’t supply assets you don’t have the right to use.
   

5) Fees, Expenses & Payment

• Quotes: Fees are in [AUD] unless stated. Taxes (e.g., GST/VAT) may apply.

• Invoicing: Sprints: 50% deposit to commence, 50% on delivery. Retainers: billed monthly in advance.

• Expenses: Pre‑approved out‑of‑pocket costs (stock, fonts, plugins, shipping, travel) are billed at cost.

• Late Payment: We may pause work after [7] days overdue and charge a late fee of [X% per month] or the maximum permitted by law.

• Rush: Requests that compress agreed timelines may attract a rush multiplier (noted before work proceeds).
   

6) Timelines & Dependencies

We commit to dates when dependencies (feedback, assets, access) are met. Delays on your side may shift launch targets and incur rescheduling costs (e.g., booked production time).

 

7) Rounds, Approvals & Acceptance

• Rounds: Each SOW specifies rounds. Extra rounds are billed at our standard rate.

• Acceptance: Deliverables are deemed accepted at the earlier of (a) written sign‑off, (b) launch/go‑live, or (c) 10 days after delivery with no change requests.

 

8) Intellectual Property & Usage

• Pre‑existing IP: Each party keeps what it owned before the project (including our methods, templates, and tools).

• Third‑party materials: Licensed to you as permitted by the licensor (e.g., fonts, stock, code, apps).

• Final Deliverables: Upon full payment, we assign to you all right, title and interest in the final, approved deliverables specifically listed in the SOW.

• Working Files: Native working files (e.g., layered design files, exploratory comps, scripts, prototypes) are not included unless stated.

• Open‑source/code: Where used, components are provided under their original licences.

• Moral rights/credits: You consent to reasonable adaptations of the work for production and agree we may include a small site credit (removable on request).
   

9) Portfolio & Publicity

We may display non‑confidential outcomes (after they are public) in our site, pitches, and social channels. For stealth launches or regulatory sensitivities, tell us in writing and we’ll delay/omit.

 

10) Confidentiality

Each party must keep the other’s Confidential Information secret and use it only to perform the project. This doesn’t apply to information that’s public, independently developed, or legally required to be disclosed.

 

11) Data, Privacy & Security

We handle personal data as described in our Privacy Policy. You’re responsible for your own customer data and for providing any required notices/consents on your properties.

 

12) Regulatory & Compliance Disclaimer

We design with compliance in mind (e.g., FSANZ label architecture, readability, placement conventions) and coordinate with manufacturing checks where applicable. We do not provide legal, medical, or regulatory advice and make no warranties that any claim or label meets all jurisdiction‑specific requirements. You should obtain independent regulatory review.

 

13) Warranties & Disclaimers

We warrant we will perform services with due care and skill. Except as required by law, all other warranties are excluded. Deliverables are provided “as is”; performance depends on many factors beyond our control.

 

14) Indemnities

• Your indemnity: You indemnify us against losses arising from materials you provide (e.g., IP infringement, misleading claims, data provided without rights).

• Our indemnity: We indemnify you against third‑party claims that final deliverables (as delivered and unaltered) infringe IP rights, except where you provided the infringing element or altered use.
   

15) Limitation of Liability

To the maximum extent permitted by law, our total liability for any claim is limited to the fees you paid for the relevant SOW. We’re not liable for indirect or consequential loss, lost profits, or revenue.

 

16) Term, Suspension & Termination

• Term: Runs until the SOW is completed.

• Suspension: We may suspend work for non‑payment or material breach.

• Termination for convenience: Either party may terminate with [14] days’ written notice. You’ll pay for work done and non‑cancellable commitments.

• Termination for cause: Either party may terminate on material breach not remedied within [10] days.

• Effect: On termination, we’ll provide in‑progress materials covered by paid fees; IP assignment occurs only on full payment.
   

17) Subcontractors

We may engage vetted subcontractors/specialists; we remain responsible for the deliverables.

 

18) Non‑Solicitation (Optional)

You agree not to solicit or hire our employees or key contractors involved in your project for 12 months after completion, without our written consent.

 

19) Force Majeure

Neither party is liable for delays caused by events beyond reasonable control (e.g., outages, disasters, strikes).

 

20) Disputes

Let’s talk first. If unresolved after 14 days, the parties will attempt mediation in [City/State]. If still unresolved, either party may pursue remedies in court.

 

21) General

No partnership or agency is created. Assignment requires consent (not to be unreasonably withheld). If a clause is invalid, the rest remain effective. No waiver unless in writing. These terms plus the SOW are the entire agreement. We may update these terms; material changes apply prospectively and will be posted here with a new Effective date.

 

22) Governing Law

These terms are governed by the laws of [Queensland, Australia] (or your chosen jurisdiction). Venue: [State/Country] courts.

 

23) Definitions

Deliverables: The items specified in the SOW to be produced.
SOW: Statement of Work or Proposal accepted by you.
Confidential Information: Non‑public information marked or reasonably understood as confidential.

Questions? legal@[icons.agency]