SYNTAX & SOUL PTY LTD
GENERAL TERMS & CONDITIONS
1. OVERVIEW
1.1 This Services Agreement is between the Service Provider and the Client.
1.2 The Service Provider provides a range of creative agency services including copywriting, content writing, market research, editing, and other marketing services, and the Client wishes to enter into an agreement for these services and as specifically set out in the Proposal.
1.3 This Services Agreement consists of these General Terms & Conditions (T&Cs) and the Proposal along with any subsequent Proposal between the parties from time to time (Agreement).
1.4 The Proposal contains the specific information that is relevant to the Service Provider’s unique arrangement with the Client, and is designed to be read alongside the T&Cs.
1.5 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. Subject to the nature of the Services being provided, additional Special Conditions may apply as set out in the Proposal.
1.6 Any variation to the Proposal must be mutually agreed upon in writing.
1.7 The Agreement will start on the Commencement Date and continue for the Term, unless terminated prior to that date in accordance with these Terms.
2. CLIENT RIGHTS AND OBLIGATIONS
2.1 The Client acknowledges that they:
a) have full power, capacity and authority to enter into and perform their obligations under the Agreement;
have read and understood the T&Cs and the Proposal prior to signing the Agreement;
b) are solely responsible for determining whether the Services are appropriate for them; and
c) have sought professional and/or legal advice should they require clarification on any aspect of the Agreement.
2.2 The Client further acknowledges, agrees and accepts that they will:
a) provide all necessary and accurate Client Information, documentation, and data relevant to the project in a timely manner as set out in this Agreement;
b) promptly review and provide feedback on deliverables and will approve or request revisions within the agreed-upon timeframe as set out in this Agreement
c) ensure the availability of any required materials, items, or resources necessary for the successful execution of the Services;
d) make timely decisions on design choices, selections, and other relevant matters to prevent delays in the project;
e) ensure payments of Fees will be made on time and as set out in this Agreement;
f) maintain open and effective communication with the Service Provider, promptly addressing any questions, concerns, or requests for information;
g) facilitate the timely completion of the Services by adhering to the Key Dates set out in the Proposal
h) fulfill any obligations related to third-party agreements or services that are integral to the progress of the Services; and
i) respect the Service Provider’s intellectual property rights and agree to use the Final Content for the Agreed Purpose as set out in this Agreement.
2.3 Should the Client also furnish the Service Provider with essential password access to designated accounts, exclusively for the purpose of carrying out the agreed-upon services. The Client retains the privilege to modify or withdraw password access at their discretion. The Client acknowledges and agrees that any resultant impact on the Services due to changes in password access will not be attributed to the responsibility of the Service Provider. Prompt notification of changes to password access is the responsibility of the Client.
3. SERVICE PROVIDER OBLIGATIONS
3.1 Service Standards and Professional Conduct
The Service Provider shall always conduct themselves in a professional manner while providing the services. This includes being punctual, respectful of the Client’s rights and providing the Services to a reasonable standard and of a reasonable quality consistent with industry best practices.
3.2 Schedule and Key Dates
a) The Service Provider agrees to perform the Services and provide the Services, Deliverables and Final Content to the best of the Service Provider ability and in accordance with the Key Dates as set out in the Proposal
b) If Services outside the scope are required, these will be quoted separately at the Service Provider’s Hourly Rate.
3.3 Use of AI Tools
a) The Service Provider may use AI Tools to assist in delivering the Services. The Service Provider must not submit Client Materials or Confidential Information to any external AI Tool unless:
i. the Client gives prior written consent; or
ii. the information has been anonymised or aggregated so it can no longer reasonably identify the Client or its customers.
b). Any AI Output incorporated into the Deliverables will be treated as part of the Deliverables for all purposes of this Agreement.
3.4 Copywriting Services
a) Where Copywriting Services are provided, the Service Provider obligations are as set out below:
Scope
i. Compelling Content: Create engaging and relevant copy that resonates with the target audience and aligns with the brand’s messaging.
ii. Message Clarity: Ensure clarity, grammar, and coherence in all written content to effectively communicate the desired message.
iii. Brand Voice: Maintain consistent brand voice and tone throughout all copy to reinforce the brand’s identity.
iv. Revision Incorporation: Incorporate feedback and revisions from the client to achieve the desired messaging and style, up to the number of revisions agreed.
v. Deadline Adherence: Deliver completed copy within agreed-upon timeframes.
Limitations:
i. Copywriting services do not include content research or provision of visual assets unless otherwise agreed in writing and as set out in the Proposal.
ii. The Service Provider is not responsible for changes requested after the final copy approval and any such requests will incur additional fees at the Service Provider hourly rate.
iii. The Client is responsible for ensuring the accuracy of factual content and compliance with any Applicable Laws including advertising standards.
3.5 Appointing Subcontractors
a) The Service Provider reserves the right to appoint subcontractors to perform some or all of the Services or provide the Deliverables as set out in the Proposal including contractors who may be located overseas.
b) The Service Provider will be responsible for any appointed subcontractor for the Term of the Agreement and thereafter and will be held to the same conditions as set out above with respect to acceptable behaviour, security, confidentiality and privacy.
c) All Subcontractors are required to enter into a non-disclosure agreement with the Service Provider prior to appointment.
4. MUTUAL OBLIGATIONS
4.1 Each party agrees that:
a) they will maintain valid and adequate insurance coverage during the term of this Agreement. The insurance coverage should be sufficient to protect against any claims that may occur during the provision of the Services;
b) they will comply with all Applicable Laws;
c) the other party will not be liable for any failure to carry out any obligation under this Agreement to the extent it is caused by the failure of the other party to comply with its obligations under the Agreement; and
d) if delays occur for reasons beyond the parties’ control, such as due to a Force Majeure Event or the failure of third parties to meet their obligations, rendering the Key Dates in need of being rescheduled, the parties will use their best efforts to reschedule the Key Dates accordingly.
5. FEES AND PAYMENT TERMS
5.1 Booking Fee / Deposit
A non-refundable Booking Fee/ Deposit is required to reserve a Start Date and Time in accordance with the Proposal and is designed to offset the administrative and operational costs associated with processing and reserving resources for the Service Provider services. If the Client wishes to delay the start date, the Client must provide the Service Provider with a minimum of 14 days’ notice, otherwise a Restart Fee may apply.
5.2 Payment Method and Timing
All Fees will be payable via electronic funds transfer to the Service Provider’s nominated bank account or other agreed payment method within 14 days of receiving a Tax Invoice/on the Payment Dates set out in the Proposal. The Service Provider will issue a Tax Invoice before each payment falls due.
5.3 Indirect Tax
a) All consideration under this Agreement is exclusive of Indirect Tax or any similar value‑added / sales tax unless expressly stated otherwise.
b) The Client must pay any Indirect Tax at the same time and in addition to the amount to which it relates, provided a valid Tax Invoice has been issued.
5.4. Currency
All monetary amounts are stated and payable in the currency specified in the Proposal.
5.5 Withholding Tax Gross-Up
If Applicable Law requires the Client to withhold or deduct tax from a payment to the Service Provider, the Client must increase that payment so the Service Provider receives the same net amount it would have received had no withholding or deduction been required. The Client must promptly provide evidence of the amount withheld (e.g. an official tax receipt).
5.6 Retainer Clients
Retainer clients will be billed monthly in advance on the Payment Dates as set out in the Proposal.
5.7 Expenses
The Client agrees to cover any out-of-pocket expenses incurred by the Service Provider in the course of delivering the Services to the Client. These additional expenses will be approved by the Client in writing prior to being incurred.
5.8 Increase to Hourly Rate
The Service Provider is entitled to vary their Hourly Rate during the Term on providing the Client with 14 days’ written notice, this will not affect any Fee already agreed and as set out in the Proposal, however it may impact any future Services and any out of scope work.
5.9 Additional work Fees
If the Client engages the Service Provider to complete additional work (outside of the scope of the original Proposal) the Service Provider will issue the Client with an estimate of additional work fees, charged at the Service Provider hourly rate. Once agreed by the Client, the Service Provider will issue the Client with a tax invoice for the additional work, payable within seven (7) days.
5.10 Late Payment and Recovery Costs
a) Any amount not paid by the due date constitutes a debt immediately due and payable and, without prejudice to any other right or remedy, accrues interest at the Interest Rate (or, if lower, the maximum rate permitted by Applicable Law), calculated daily from the due date until paid in full.
b) The Client must indemnify the Service Provider for, and promptly reimburse, all reasonable costs and expenses incurred by the Service Provider in recovering any overdue amount or enforcing this Agreement, including, without limitation:
i. commission or fees payable to debt‑collection agencies;
ii. legal costs and disbursements on a full indemnity (solicitor‑client / attorney‑client) basis; and
iii. court, arbitration, mediation, filing and enforcement fees, sheriff’s or bailiff’s costs, and related out‑of‑pocket expenses, to the extent permitted by Applicable Law. If Applicable Law instead requires such costs to be reasonable in amount, the parties agree that the costs described above are a genuine pre‑estimate of the Service Provider’s likely loss.
c) Where Applicable Law that cannot be waived requires legal fees or recovery‑cost provisions to be reciprocal, the indemnity in clause (b) above applies equally in favour of the party that substantially prevails in any action or proceeding arising out of this Agreement.
d) The Service Provider may suspend the Services and/or cancel any future deliverables or appointments until all overdue amounts (including interest and recovery costs) have been paid in full.
e) The Service Provider may set off any overdue amount against any sum due to the Client under this Agreement or otherwise.
6. NO CANCELLATION
Once this Agreement is executed and the Services have commenced, cancellation by either party is not permitted except as provided for in clause 13 or in the case of a Force Majeure Event. Both the Service Provider and the Client are committed to fulfilling their obligations under this Agreement. The Client is responsible for providing all necessary materials and instructions in a timely manner, and the Service Provider will deliver the Services in accordance with the requirements set out in the Proposal.
7. RESCHEDULING OR CANCELLATION BY CLIENT
7.1 Client Rescheduling
The Client may request to reschedule a meeting by providing written notice to the Service Provider at least 1 day prior to the scheduled meeting. Notice of rescheduling must be sent via email or text message to the contact information provided by the Service Provider in the Proposal. The Service Provider will use their best efforts to accommodate the Client’s rescheduling request based on availability.
7.2 Client Cancellation
If the Client cancels a meeting and chooses not to reschedule or it cannot be rescheduled, please be advised that the meeting is considered forfeit. The opportunity to utilise this session will not roll over to any future dates, and the session will be lost without eligibility for a refund or credit.
8. RESCHEDULING OR CANCELLATION BY SERVICE PROVIDER
8.1 Service Provider Rescheduling
The Service Provider may need to reschedule meetings due to unforeseen circumstances such as a scheduling conflict. In such cases, the Service Provider will notify the Client as soon as possible and work with the Client to find an alternative meeting time.
8.2 Actions of Client
The Service Provider reserves the right to cancel meetings or withhold the Services if the actions of the Client (including any Employees) prevent or significantly hinder the Service Provider from safely and effectively providing the Services. If the Service Provider is unable to complete the Services or any portion of the Services due to the actions of the Client, the Client shall not be entitled to any refunds or compensation for the cancelled or uncompleted Services.
9. REFUNDS
9.1 Booking/Deposit Fees
Subject to the payment terms set out in clause 5.1, the Client understands, agrees and accepts that Booking/Deposit Fees are non-refundable in all circumstances, except as required by law. The Booking/Deposit Fee is considered reasonable to cover administrative costs, pre-allocated time, and lost opportunity to accommodate other clients. The Client understands, agrees and accepts that if they nominate to terminate the Agreement at any time during the Term, the Booking/Deposit amount is understood to have been forfeited.
9.2 Fees
a) Due to the nature of the Services and Deliverables, the Client cannot request a refund from the Service Provider where:
i. the Client has changed their mind;
ii. the Client’s personal or financial circumstances have changed;
iii. the reason for termination is outside of the Service Provider’s control; and/or
iv. the Client insists on Services being performed in a way that is against their advice.
b) Refunds will be offered in accordance with all applicable consumer protection laws. Where those laws do not already require a refund or other remedy, the Service Provider may, at its discretion, refund all or part of any fees the Client has paid. Nothing in this clause limits any statutory rights that cannot be excluded.
9.3 Processing
Where it is determined that a refund is due, the Service provider will organise prompt payment via:
a) the original payment method;
b) third party payment provider; or
c) as otherwise agreed between the parties.
Where a third party processor is required for the transaction, the Client acknowledges and agrees that transaction/processing fees may be deducted from the refund amount
9.4 Post-Refund Obligations
a) If the Client receives a refund or Chargeback, the Client must within five (5) Business Days:
b) delete or destroy all copies (electronic and physical) of any Intellectual Property supplied by the Service Provider and provide email confirmation to [insert email address] once completed;
c) The Client must not use, reproduce or distribute any of the Service Provider’s Intellectual Property after the refund or Chargeback date.
d) Failure to comply with paragraph (a) or (b) entitles the Service Provider, without limiting any other right or remedy, to:
i. recover the refunded Fees (plus reasonable recovery costs and interest at the Interest Rate or the maximum permitted by Applicable Law, whichever is lower); and
ii. seek injunctive or other equitable relief to prevent further use.
e) For the purposes of these Terms, “Chargeback” means the reversal of a payment initiated by or on behalf of the cardholder through the issuing bank or payment‑network provider.
10. CLIENT INFORMATION AND FEEDBACK
10.1 The Client acknowledges that
a) they will be required to provide the Service Provider with clear and comprehensive Client Information, instructions, and specifications for the Services as set out in the Proposal;
b) the Service Provider will rely upon information the Client provides as being accurate to the extent of the Client’s knowledge and the Client is responsible for providing the Service Provider with updated information throughout the Term of the Agreement;
c) the Service Providers ability to meet the Key Dates is partially dependent on how promptly the Clients feedback or approval is provided.
d) they will be required to provide written feedback or approval within seven (7) days of the Service Provider sending materials to the Client at any stage during the Term of the Service Provider Agreement; and
e) if feedback is not provided within the timeframes specified in the Proposal, the draft deliverables will be deemed to be accepted and the incorporation of any additional feedback will be subject to the Service Provider Hourly Rate.
10.2 If the Service Provider has any questions or requires clarification regarding the Client Information, they will promptly seek clarification from the Client to ensure there is a clear understanding of the requirements.
10.3 In the event that the Service Provider believes any aspects of the Client Information are contradictory, unclear or impractical, the Service Provider will notify the Client for further discussion and resolution, and the Client agrees to provide timely feedback in accordance with the Key Dates specified in the Proposal.
10.4 The Service Provider will not be liable for any errors or defects in the Final Content after they have been accepted by the Client, and the correction of any errors or defects after completion of the Final Content will be subject to the Service Provider Hourly Rate.
11. DELAYS AND NON-COMPLETION
9.1 The Service Provider will not be liable for any failure to perform the Services or meet the Key Dates to the extent that it is caused by the Clients noncompliance with their obligations under the Agreement.
9.2 If the Service Provider is delayed or prevented from performing the Services or meeting the Key Dates, either due to their noncompliance with their obligations or a Force Majeure Event, the Service Provider reserves their right to reschedule the Key Dates.
9.3 If the Service Provider is unable to reschedule the Key Dates due to a Force Majeure Event, this shall not be deemed a breach of the Agreement.
9.4 If the Service Provider is unable to perform the Services for any reason and is unable to reschedule the Key Dates, the Client are entitled to terminate the Agreement and receive a full refund of Fees paid, less deductions for Services already performed.
12. INTELLECTUAL PROPERTY
12.1 Licence Grant
a) To the extent that a party is required to use any of the other party’s Intellectual Property (IP) for the purpose of performing their obligations under this Agreement, each party grants to the other a revocable, non-transferable, non-exclusive, royalty-free licence to use the other party’s IP for that sole purpose.
b) The licence granted by each party to the other to use IP for the purpose set out in the Agreement is conditional on the recipient not sub-licensing, publishing, selling, or otherwise allowing it to be used by third parties, and also not modifying it in any way except as otherwise agreed.
12.2 Client provided Intellectual Property
a) The Client represents and warrants that any materials, content, trade marks, imagery, code or other Intellectual Property (“Client IP”) supplied to the Service Provider:
i. are owned by the Client or the Client holds all licences and permissions necessary for the Service Provider to use them in performing the Services; and
ii. do not infringe the Intellectual‑Property rights or other rights of any third party.
b) The Client grants the Service Provider a world‑wide, royalty‑free, non‑exclusive licence (with the right to sub‑licence to subcontractors and service providers) to use, reproduce, adapt, transmit, publish and display the Client IP solely for:
i. the purpose of providing the Services and creating the Deliverable; and
ii. any marketing and promotional activities permitted under clause 18 (Marketing & Promotion).
c) The Client indemnifies and holds harmless the Service Provider, its subcontractors and personnel against any claims, losses, damages, costs and expenses (including reasonable legal fees) arising from or related to:
i. any actual or alleged infringement of a third‑party right by the Client IP; or
ii. the Service Provider’s authorised use of the Client IP in accordance with this Agreement.
12.3 Usage and Distribution of Final Content
a) The Client shall have the right to use the Final Content for the Agreed Purpose, as specified in the Proposal.
b) Client agrees to credit the Service Provider with performance of the Services wherever reference to them may appear and ensure that any third party to whom the Client grant access to any Deliverables and Final Content.
c) The Client must not upload, input, or otherwise use any part of the Final Content, Deliverables, or underlying creative work in AI platforms or machine-learning tools for the purpose of generating derivative works, unless expressly agreed in writing by the Service Provider. Any unauthorised use of the Deliverables in AI tools will be deemed a breach of this Agreement and an infringement of the Service Provider’s intellectual property rights.
12.4 Assignment of Intellectual Property
a) The Service Provider agrees to grant the Client full ownership and exclusive rights to the Final Content created under this Agreement upon receipt of full payment of all Fees owed by the Client.
b) Until full payment is received, the Service Provider retains ownership of the Intellectual Property rights and any other content created as part of the Services and grants the Client a non-exclusive, revocable license to use the Intellectual Property and any other content solely for the purpose of evaluating the Services provided.
c) Upon receipt of full payment, ownership of the Assigned IP will automatically transfer to the Client, and the Service Provider shall promptly provide (if necessary) any documentation or transfer of rights to evidence such transfer at the Client’s expense.
d) The Client agrees not to sublicence, publish, sell the Final Content or otherwise provide the Final Content to third parties except in accordance with the Agreed Purpose.
e) The Service Provider retains ownership of all Intellectual Property Rights in the Retained IP outlined in the Proposal and grants the Client a limited licence to use it for the Agreed Purpose on full payment of the Fees.
12.5 Intellectual Property in AI Output
a) AI Output forms part of the Assigned IP and transfers to the Client on full payment of all Fees, in accordance with clause 12.4 (Assignment of Intellectual Property).
b) The Client acquires no rights in the Service Provider’s underlying AI Tools, prompts, workflows, methodologies or other Retained IP.
c) If any element of the AI Output cannot attract intellectual‑property protection, the Service Provider grants the Client a perpetual, worldwide, royalty‑free licence to use, reproduce and adapt that element for the Agreed Purpose.
12.6 Moral Rights and Third Party Rights
a) Each party must obtain written consent from individuals who hold Moral Rights for any materials they contribute under this Agreement. This ensures that the materials can be used in accordance with this Agreement and that the use of the materials by either party, its licensees, successors, or authorised individuals will not infringe anyone’s Moral Rights.
b) The Client and the Service Provider acknowledge that all Third-Party Materials are the exclusive property of their respective owners and where Third Party Materials are required to perform the Services or otherwise required to be integrated into the Final Content then:
i. the parties will agree and obtain a licence and any costs associated with obtaining a licence; and
ii. any costs associated for the use of Third-Party Materials will be borne by the Client.
12.7 This clause 12 survives termination or expiry of this Agreement.
13. TERMINATION
13.1 Termination for convenience
a) Either party may terminate a Retainer Agreement by providing written notice to the other party by providing at least 30 days’ notice (Notice Period). The termination notice must be sent via email or certified mail to the contact listed within the Proposal.
b) Work and Fees During Notice Period
i. Unless the Service Provider elects otherwise under paragraph (c), the Service Provider will continue to perform the Services during the Notice Period and the Client must pay the Fees in accordance with this Agreement.
ii. The Client must continue to provide all cooperation, information, approvals and materials reasonably required for the Service Provider to perform the Services during the Notice Period.
c) Service Provider option to cease immediately
The Service Provider may, by written notice, elect to cease work immediately. In that event:
i. the Service Provider will refund, on a pro-rata basis, any Fees paid in advance for Services not yet performed; and
ii. all Fees, expenses and disbursements incurred up to the date work ceases remain payable by the Client.
d) Termination under this clause does not affect any rights, liabilities or remedies accrued up to the effective date of termination.
e) The parties agree that any right to terminate this Agreement for convenience applies only where the Services are provided on a retainer basis. Where the Services are provided on a fixed-fee, project, or one-off basis, neither party may terminate for convenience once the Agreement has commenced, unless otherwise agreed in writing.
13.2 Termination by Service Provider
a) The Service Provider may terminate the Agreement with immediate effect if:
i. the Client fails to pay Fees by the due date;
ii. the Client fails, within a reasonable time, to provide Client Information or other materials reasonably requested by the Service Provider;
iii. the Client otherwise breaches the Agreement;
iv. the Service Provider considers that mutual trust or confidence no longer exists;
v. the Service Provider determines that they are no longer able to perform the Services for any reason.
b) Consequences where termination is due to Client default (paragraphs i to iii)
i. All Fees already paid are non-refundable
ii. The Client remains liable for all outstanding Fees and authorised expenses incurred up to the effective date of termination.
iii. If the Service Provider has incurred stand-by time, re-scheduling costs or other wasted expenditure as a direct result of the Client’s default, the Client must reimburse those reasonable costs on demand.
iv. The Client must immediately cease all use and distribution of any draft or final content supplied by the Service Provider.
c) Consequences where termination is at the Service Provider’s discretion (paragraphs iv to v)
The Service Provider may, at its sole option:
i. complete all Services for which Fees have been paid; or
ii. refund, on a pro-rata basis, any Fees paid in advance for Services not yet performed.
d) The Client acknowledges that in any termination scenario it remains liable for any additional loss or damage suffered by the Service Provider as a result of the Client’s breach of this Agreement.
13.3 Termination by Client (for Breach)
a) The Client may terminate this Agreement by written notice to the Service Provider in the event of a material breach by the Service Provider such as a failure to deliver the Services as agreed in the Proposal and has not remedied the same within 7 days of the date of written notice.
b) Upon termination for the Service Provider’s breach, the Service Provider shall promptly refund any Fees paid by the Client for Services not yet provided.
13.4 Termination by either party (breach or Force Majeure)
a) Either party may terminate the Agreement if the other party:
i. is unable to meet their obligations due to a Force Majeure Event for a period exceeding 30 days;
ii. commits a material breach of the Agreement which is not capable of remedy; and/or
iii. becomes insolvent, bankrupt or is placed in liquidation or administration.
14. POST TERMINATION OBLIGATIONS
14.1 Outstanding Fees
The Client shall pay all outstanding Fees and expenses incurred up to and including the termination date within 30 days of receiving the final invoice.
14.2 Revocation of Access
Upon termination, the Client’s access to any exclusive services, websites and resources provided by the Service Provider will cease.
14.3 Return of Property
a) the Service Provider will promptly return any property provided by the Client for the purpose of performing the Services; and
b) where the Client has any property belonging to the Service Provider, they must promptly return such property to the Service Provider.
14.4 Maintain Confidentiality
a) each party must continue to maintain the confidentiality of any confidential information disclosed during the term of the Agreement and return or destroy (at the other party’s request) all Confidential Information of the other party; and
b) the Service provider may be required to retain Client’s records for a period consistent with legal and ethical record keeping requirements as stipulated by Applicable Law and will hold such records in compliance with privacy legislation.
15. WARRANTIES AND INDEMNITIES
15.1 Capacity
The parties warrant that they have full power, capacity and authority to enter into and perform their obligations under this Agreement.
15.2. AI Warranties
a) The Service Provider warrants that it will take reasonable steps to avoid infringing any third‑party IP when using an AI Tool.
b) Because AI Tools may generate content similar to material available elsewhere, the Service Provider does not guarantee that AI Output will be unique, error‑free or incapable of attracting a third‑party claim.
c) Except for non‑excludable consumer guarantees under Applicable Law, the Service Provider’s liability for any loss arising from the AI Output is limited as set out in clause 16 (Limitation of Liability).
15.3 No guaranteed result
Given the nature of the Services, the Service Provider cannot guarantee any specific results. Examples provided for other clients are representations of potential outcomes only.
15.4 Client supplied information
The Client acknowledges that the Service Provider cannot be responsible for any negative impact on the Services caused by inaccuracies in information supplied by the Client, nor the cost of rectifying such inaccuracies.
15.5 Approved content
The Service Provider is not liable for any errors or omissions in Final Content once it has been approved by the Client.
15.6 Technological Change
The Service Provider is not responsible for unforeseen advances in technology that may negatively affect the Services.
15.7 Disclaimer of warranties
The parties agree that except as set out in this Agreement:
a) the Services are provided on an “as is” basis without representation, warranty or condition of any kind (either express or implied);
b) all express or implied warranties, representations, statements, terms and conditions relating to the Agreement or its subject matter which are not contained in the Agreement, are excluded to the maximum extent permitted by law;
c) nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied by or imposed by any law (including statute or regulation) which cannot be lawfully excluded, restricted or modified;
d) if any condition or warranty is implied into the Agreement and cannot be excluded and the Service Provider is able to limit the Client’s remedy for breach of such a condition or warranty, then the Service Provider’s liability is limited:
i. in the case of goods, to the replacing of the goods or of acquiring equivalent goods or payment of the cost of having the goods repaired;
ii. in the case of services, to supplying the services again or the payment of the cost of having the services supplied again.
15.8 Mutual indemnity
Each party indemnifies and holds harmless the other party, their respective affiliates, officers, directors, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or relating to any breach of this Agreement, negligent acts or omissions, wilful misconduct, of the indemnifying party.
15.9 AI related indemnity (Client)
Without limiting clause 15.8, the Client indemnifies the Service Provider against any claims, losses, or liabilities arising from the Client’s use of the Deliverables or Final Content with artificial intelligence or machine learning tools, including any derivative works created using those tools, and any resulting infringement of intellectual property rights, breach of third-party terms of service, or violation of Applicable Laws.
15.10 Fault and mitigation
The parties agree:
a) neither party will be responsible, liable or held in breach of the Agreement for any failure to perform its obligations under the Agreement, or otherwise, to the extent that the failure is directly caused by the other party failing to comply with its obligations under the Agreement or by the negligence or misconduct of the other party or its employees, agents, guests, personnel or contractors;
b) each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done by the other party under or in connection with the Agreement; and
c) in no event will either party be liable to the other party for any Consequential Loss.
15.11 Account access and Security
The Client provides the Service Provider with access to the Client’s online accounts (including passwords and permissions) at the Client’s own risk. While the Service Provider will take reasonable measures to secure those accounts, the Client remains responsible for maintaining strong security practices (e.g., updated passwords, two‑factor authentication) and for any loss arising from security breaches.
15.12 Data Security
The Service Provider will use appropriate security protocols; however, given the nature of electronic communication and cloud storage, the Service Provider cannot be held responsible for third party interception, virus transmission, or issues with cloud-based storage facilities, including loss of data.
15.13 No professional advice
The information the Service Provider provides through their services does not constitute professional business, financial or legal advice, regardless of whether they are licensed professionals of any type. The Service Provider cannot be held liable for any action taken by the Client in reliance on the information provided. The Client agrees to consult with the relevant licensed professional/s prior to taking any action.
15.14 This clause 15 survives termination or expiry of this Agreement.
16. LIMITATION OF LIABILITY
16.1 The liability of each party to the other party (including under indemnity) is mutually capped to the total amount of all Fees paid in connection with the Services provided under the Agreement in the [12] months preceding the liability event and will be reduced to the extent that the other party’s acts or omissions contribute to or cause the liability.
16.2 This clause 16 survives expiry or termination of this Agreement.
17. CONFIDENTIALITY AND PRIVACY
17.1 Confidentiality obligations
Each party (Recipient) agrees that, unless it has the prior written consent of the other party (Discloser’s), prior written consent:
a) keep the Confidential Information of the other party confidential at all times;
b) ensure that any person to whom the Recipient discloses the Confidential Information is bound by written obligations of confidence no less protective than those in this clause; and
c) promptly notify the Discloser of any proposed disclosure under clause 17.1(b) and, where practicable, co‑operate with the Discloser to limit the extent of that disclosure
17.2 Permitted disclosures
The obligations in clause 17.1 do not apply to a disclosure that:
a) is reasonably required for the Recipient to perform this Agreement or exercise its rights under it;
b) is required by Applicable Law or the rules of a recognised stock exchange (provided the Recipient gives prior notice to the extent legally permitted); or
c). relates to information that:
i. is or becomes public other than through a breach of this Agreement; or
ii. was lawfully received from a third party without restriction and without breach of any obligation of confidence.
17.3 Privacy
Any Confidential Information supplied to the Service Provider that incorporates personal information will be handled in accordance with the Service Provider’s Privacy Policy and all applicable data-protection or privacy laws in force from time to time.
17.4 This clause 17 survives termination or expiry of this Agreement.
18. MARKETING AND PROMOTION
18.1 Recognition
The parties agree that unless otherwise expressly agreed in the Proposal, the Service Provider will retain the right to reproduce, publish and display their involvement in the Services together with reference to the Client (including Client’s name, business name, logo and any trade marks) in portfolios, on websites, and in galleries, design periodicals and other media (including social media) or exhibits for the sole purpose of recognition of Services provided.
18.2 Testimonials
The Client consents to the use of any testimonials, reviews, or feedback provided to the Service Provider for promotional and marketing purposes. The Client understands that these testimonials may be published on the Service Provider’s website, social media platforms, marketing materials, and other promotional channels.
18.3 Right to Withdraw Consent
The Client has the right to withdraw their consent at any time. To do so, the Client must notify the Service Provider in writing, and the Service Provider will promptly cease the use of such materials for promotional purposes.
19. MISCELLANEOUS
19.1 Relationship of Parties
The Service Provider are independent contractors and the relationship between the Client and the Service Provider does not constitute that of a partnership, joint venture, agency or employer and employee. Nothing in this Agreement gives either party the authority to bind the other in any way, nor impose any fiduciary duties on the other party. The Service Provider may use subcontractors to perform some or all the Services.
19.2 Exclusivity
The parties agree that this agreement does not establish an exclusive relationship between the Service Provider and the Client. The Service Provider is free to provide their services to other clients and engage in similar projects, including those that may be in direct competition with the Client’s business. The Client acknowledges and agrees that the Service Provider may work with other clients.
19.3 Non-Disparagement
a) Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following the Term. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes.
b) In the event that either party breaches this provision by engaging in disparagement or posting negative feedback in a public forum, the non-breaching party has two options:
i. The non-breaching party may initiate the dispute resolution process as outlined in clause 19.6 of this Agreement to resolve the matter amicably.
ii. The non-breaching party may pursue legal action to seek remedies, including injunctive relief and damages, as allowed by Applicable Laws.
c) The choice between these options will be at the sole discretion of the non-breaching party.
19.4 Conflict of Interest
Each party warrants that they are free to enter into this Agreement and that it shall not violate the terms of any other agreement between that the party and a third party.
19.5 Restraint Period
During the Restraint Period, the Client agrees not to solicit, recruit or otherwise engage any of the Service Provider’s employees on any basis. In the event of a breach of this clause, the Service Provider will be entitled to an agency commission of 25% of the person’s starting salary with the Client, which will be payable within 7 days of the engagement.
19.6 Disputes
a) In the event of any dispute arising under or in connection with this Agreement during the Term, the parties shall first seek to resolve the matter amicably through direct negotiation. Both parties agree to engage in good faith efforts to settle any dispute promptly. If the dispute cannot be resolved within thirty (30) days following the date of a written notice of dispute, either party may propose to enter into alternative dispute resolution (ADR).
b) ADR may include mediation or arbitration conducted by a neutral and recognised entity, pursuant to its rules and procedures. The parties shall mutually agree upon the choice of ADR method and the governing rules. Any decision or award resulting from such ADR shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
c) Each party shall bear its own costs in connection with the ADR process, and the parties shall equally share the fees and expenses of the mediator or arbitrator unless otherwise agreed by the parties or as directed by the arbitrator or mediator according to applicable rules.
d) Except where urgent interim relief is sought from a court, neither party may initiate formal legal proceedings until the ADR process has been concluded.
19.7 Notices
Where a party gives notice, it must be done in writing to the email address specified in the Proposal, or by post to the residential or business address specified in the Proposal, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received.
19.8 Entire Agreement
This Agreement constitutes the Service Provider’s entire agreement with the Client about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal.
19.9 Governing Law
The formation, construction, performance and enforcement of the Terms will be in accordance with the laws in force where the Service Provider resides. The Client and The Service Provider submit to the non-exclusive jurisdiction of the courts of that jurisdiction.
19.10 Execution and Counterparts
a) This Agreement may be executed in any number of counterparts. Each counterpart constitutes an original and all counterparts together constitute one and the same instrument.
b) A party may execute this Agreement by any electronic means that reliably identifies the party and indicates their intention to be bound, including but not limited to:
i. applying a digital signature or electronic image of a handwritten signature;
ii. clicking “I accept”, “I agree”, “I consent” or a similar confirmation button; or
iii. returning a signed PDF or scanned copy by email.
c) An electronically signed or emailed counterpart is deemed to be an original and is binding on the parties when at least one executed counterpart has been exchanged between them.
19.11 Amendment or Variation
The Service Provider reserve the right to amend or vary the Agreement, and the Service Provider will notify the Client of the changes. The Client can choose to terminate if they do not accept the amendments and/or variations. If the Client continues to engage the services, the Client is deemed to have accepted the amendments and/or variations to these Terms.
19.12 Validity
If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or replaced by a valid or enforceable provision. If applicable, any new provision will take effect immediately. All other provisions will remain in effect throughout.
19.13 Assignment
The Client is not permitted to assign the Agreement or otherwise deal with any rights under it without the Service Provider prior written consent. Conversely, the Service Provider may do so without the Clients consent.
19.14 Interpretation
All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit.
DEFINITIONS
In the Agreement, the following terms have the stated meaning unless a contrary intention appears.
| Term | Definition |
| Administration Fee | means the fee that may apply for Administrative Services as set out in the Proposal. |
| Agreed Purpose | means the purpose set out in the Proposal for which the Service Provider is performing the Services, and the Client are entitled to use the Deliverables. |
| Agreement | means these Terms and Conditions, the Proposal and each subsequent Proposal |
| AI Output | means any text, image, audio, video, code or other material produced wholly or partly by an AI Tool during the Services. |
| AI Tool | means any software or online service that creates, edits or analyses content using machine‑learning or generative‑AI techniques. |
| Applicable Law | means any statute, regulation, by‑law, ordinance, rule, directive, code, subordinate legislation, judgment, order or decision of a court or regulatory authority and any applicable principle of common law or equity in force from time to time that applies to the Services or to either party’s obligations under this Agreement. |
| Assigned IP | means the intellectual property assigned by the Service Provider as set out in the Proposal. |
| Business Day | means any day other than a Saturday, Sunday or public holiday on which banks are ordinarily open for business in the city where the Service Provider’s principal place of business is located. |
| Business Hours | means 9am to 5pm on any Business Day. |
| Cancellation Fee | means the fee that may apply for cancellation of the Services as set out in the Proposal. |
| Client | means the party set out in the Proposal. |
| Client Information | means the information provided by the Client to the Service Provider and as set out in the Proposal. |
| Commencement Date | means the date specified in the Proposal. |
| Confidential Information | means all information and data, in any form (whether oral, visual, written, electronic, machine‑readable or otherwise) that is of a confidential nature, including, without limitation, information or data relating to a party’s business, operations, strategy, administration, technology (including any AI models, training data, prompts, outputs or algorithms), affairs, clients, customers, employees, contractors or suppliers, and the terms of this Agreement. It does not include information that is in the public domain other than through a breach of confidence. |
| Consequential Loss | means any liability in relation to incidental, indirect, consequential, punitive or special damages (including but not limited to damages to business reputation, lost business, or lost profits) arising out of or in connection with the Agreement. |
| Deliverables | means the deliverables set out in the Proposal. |
| Deposit | means the initial payment as set out in the Proposal, that secures provision of the Services in accordance with the Key Dates. |
| Employees | means, in respect of a party, any of its employees, consultants, suppliers, subcontractors, agents or advisors. |
| Fees | means the amounts payable by the Client to the Service Provider as set out in the Proposal. |
| Final Content | means all content developed by or for the Service Provider, as incorporated into and delivered as part of the approved Services. |
| Force Majeure | means illness, injury, emergency, pandemic, epidemic, war, act of God, government regulation or embargo, sudden event or other circumstance beyond The Service Provider’s control. |
| Intellectual Property Rights | means all current and future registered and unregistered rights associated with patents, copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, inventions (including patents), domain names, discoveries, data, databases, business strategies, digital products, templates, and all other rights resulting from intellectual activity. These rights apply to any person who is the original creator, whether the creation occurred before or after the Commencement Date, and regardless of the country in which it was created. The creation may be connected with the individual or may be independently or jointly conceived and produced by them in the course of their engagement under the Agreement. |
| Interest Rate | means the annual percentage rate that applies to unpaid Fees as set out in the Proposal or the maximum rate permitted by Applicable Law, whichever is lower. |
| Indirect Tax | means any value‑added, goods‑and‑services, sales or similar indirect tax that applies to a supply of goods, services, rights or other property under any Indirect Tax Law. |
| Indirect Tax Law | means any statute, regulation, directive, rule or other law in the jurisdiction of the supply that governs or imposes Indirect Tax. |
| Key Dates | means the dates set out in the Proposal. |
| Moral Rights | means the personal (non‑economic) rights of an author or creator recognised under any applicable copyright, authors’‑rights or similar law, including, without limitation, (i) the right to be identified as the author of a work, (ii) the right not to have authorship falsely attributed, (iii) the right to object to derogatory treatment or distortion of the work, and (iv) any analogous rights that exist now or may arise in the future anywhere in the world. |
| Payment Dates | means the scheduled dates payments will become due for any Fees as set out in the Proposal. |
| Proposal | means the Proposal that forms part of the Agreement alongside the T&Cs, and any Subsequent Proposal between the parties in relation to the Services. |
| Restraint Period | means the period of time set out in the Proposal during which the Client are prevented from utilising the services of the Service Provider employees or contractors. |
| Retained IP | means the intellectual property retained by the Service Provider as set out in the Proposal. |
| Service Provider | means the party set out in the Proposal. |
| Services | means the services as set out in the Proposal. |
| T&Cs | means these General Terms and Conditions. |
| Tax Invoice | means any invoice or equivalent document that complies with the Indirect Tax Law in the jurisdiction of the supply and entitles the recipient to claim an input‑tax credit, deduction or similar credit (if available). |
| Term | means the term of the Agreement starting on the Commencement Date and ending on completion of the Services or as otherwise specified in the Proposal or unless terminated prior. |
| Third Party Materials | means all materials, including any documents, designs, photography and information of a Third Party. |
ACCEPTANCE OF TERMS
By signing below, the Client acknowledges that they have read, understood, and agree to comply with the terms and conditions which govern this Agreement and confirm the information contained in this Proposal is true and correct.
