Terms and Conditions

BrandOps Creative Pty Ltd ACN 683 669 712 (BrandOps) provides branding, template development and related creative services. These Terms and Conditions apply to the services supplied by BrandOps to a Client under a Project Commencement Agreement (PCA). Together with the applicable PCA, these Terms and Conditions form the Agreement between BrandOps and the Client. Unless otherwise defined in the PCA, a capitalised term has the meaning given to it in these Terms and Conditions.

1. Interpretation

1. In these Terms and Conditions:
   ‍Agreement means the PCA, these Terms and Conditions and each Variation agreed in writing by the parties.
   Client means the client identified in the PCA.
   Client Materials means all files, information, documents, brand guidelines, logos, imagery, graphics, fonts and other materials supplied by or on behalf of the Client to BrandOps, reasonably required to complete the Services and provide the Deliverables.
   Deliverables means the deliverables identified in the PCA.
   Fees means the Fixed Fee, fees for Variations and any other amounts payable by the Client under the Agreement, exclusive of GST unless otherwise stated.
   Fixed Fee means the fixed project fee set out in the PCA.
   Privacy Policy means BrandOps’ privacy policy, as updated from time to time.
   Services means the services described in the PCA.
   Terms and Conditions means these BrandOps Terms and Conditions.
   Variation means a variation to the Services, Deliverables, Fees, timing or other aspect of the Agreement that is agreed in writing by the parties.
2. In the event of any conflict between the terms of the PCA and these Terms and Conditions, the terms of the PCA will take precedence to the extent of the inconsistency.
3. Headings are inserted for convenience only and will not affect the construction of this Agreement.
4. The Privacy Policy governs the handling of personal information and prevails to the extent of any inconsistency concerning privacy matters.
5. Together, the PCA and these Terms and Conditions form the Agreement between BrandOps and the Client in relation to the Services and Deliverables.

2. Engagement and Services

1. The Client engages BrandOps to provide the Services and Deliverables described in the PCA.
2. BrandOps will perform the Services with due care and skill.
3. The Services may be undertaken in stages, as described in the PCA.

3. Client Responsibilities

1. The Client must provide timely instructions, approvals, feedback, access and Client Materials reasonably required for BrandOps to perform the Services.
2. The Client must ensure that Client Materials are accurate, complete and suitable for their intended use.
3. The Client must provide any requested changes to, or feedback on, the Services or Deliverables for each stage or round of review in a single, consolidated written response that is clear, concise and sufficiently detailed for BrandOps to act on. The Client must consolidate feedback from all relevant stakeholders before submitting it to BrandOps. The Client acknowledges that changes or feedback provided separately or in stages may affect the timing for performance of the Services and provision of the Deliverables. BrandOps shall have no liability under this Agreement arising from any delay to the extent such delay is caused by changes or feedback being provided by the Client separately or in stages.

4. Client Materials

1. The Client warrants that all Client Materials supplied by or on behalf of the Client are owned by the Client or properly licensed, and that the Client has all necessary rights to provide them to BrandOps and permit BrandOps to use them for the purposes of this Agreement.
2. BrandOps may rely on the Client Materials without independently verifying their accuracy, completeness, suitability or rights status. BrandOps is not responsible for any error, omission, defect or infringement arising from Client Materials.
3. The Client indemnifies BrandOps against any loss, liability, cost or claim arising from any actual or alleged infringement of intellectual property rights, breach of law or breach of third-party rights resulting from BrandOps' use of Client Materials in accordance with this Agreement.
4. The Client is responsible for any content added to the Deliverables by or on behalf of the Client, including after the Deliverables have been provided by BrandOps, and must ensure that such content complies with applicable laws and does not infringe the rights of any third-party. BrandOps is not responsible for any error, omission, defect or infringement of third-party rights arising from such content. The Client indemnifies and holds harmless BrandOps against any and all losses, liabilities, costs or claims arising from any actual or alleged infringement of intellectual property rights, breach of law or breach of third-party rights resulting from such content.

5. Variations

1. Any request by the Client for additional work outside the Services or Deliverables described in the PCA is a Variation
2. Any Variation will be charged at the Variation rate set out in the PCA, unless otherwise agreed in writing.
3. BrandOps is not required to perform a Variation unless the parties agree in writing on its scope, any Fees, timing and effect on the project schedule that BrandOps reasonably requires to be agreed to by the Client before proceeding.

6. Fees, GST and payment

1. The Client must pay the Fees in accordance with the PCA.
2. GST is payable in addition to the Fees, subject to BrandOps issuing a valid tax invoice.
3. The Client must pay invoices within the period stated in the PCA. BrandOps may suspend the Services on written notice if an undisputed invoice remains unpaid after its due date.

7. Completion and Approval

1. A stage is complete when BrandOps has delivered the relevant Deliverables and the Client has either:
   i. approved the relevant work in writing; or
   ii. not provided approval comments or reasonably detailed feedback within 10 business days after delivery.
2. If the Client does not provide approval comments or reasonably detailed feedback within that period, the Client is deemed to have approved that stage. BrandOps may then invoice, proceed to the next stage and adjust the project timetable accordingly.
3. Any variation to the approval process or timing must be agreed in writing.

8. Marketing

1. Unless the Client notifies BrandOps in writing before BrandOps begins the Services, BrandOps may display visual interpretations of the final Deliverables in its portfolio, credentials and marketing materials to promote its services, provided that BrandOps does not disclose confidential information of the Client.
2. If the Client requires the Deliverables to be white labelled or prohibits that use, the Client acknowledges and accepts that a 10% adjustment applies to the Fees.

9. Intellectual Property

1. Subject to full payment of all Fees, the Client owns the final files and Deliverables expressly identified in the PCA.
2. BrandOps retains ownership of its pre-existing materials, know-how, processes, working files, tools, systems, methods and templates, and any materials developed or used by BrandOps independently of the Agreement (BrandOps Materials).
3. To the extent that any BrandOps Materials are incorporated into the final files or Deliverables, BrandOps grants the Client a non-exclusive, perpetual licence to use those BrandOps Materials as part of the final files and Deliverables for the Client’s business purposes.

10. Confidentiality

1. Each party must keep confidential the other party's confidential information and may only use or disclose that information to the extent necessary to perform or receive the Services, comply with law, or obtain professional advice.
2. Notwithstanding clause 10(a), the Client must not upload, input or otherwise provide any proposal supplied by BrandOps, any BrandOps Materials or any other confidential information of BrandOps to an artificial intelligence tool or platform without BrandOps’ prior written consent.

11. Privacy

1. BrandOps handles personal information in accordance with its Privacy Policy, available here as updated from time to time.
2. The Client acknowledges that BrandOps may collect, use, store and disclose personal information in connection with this Agreement in accordance with that Privacy Policy.

12. Liability

1. To the maximum extent permitted by law, BrandOps’ total liability arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence), statute or otherwise, is limited to the Fees paid under this Agreement.
2. BrandOps is not liable for any indirect, consequential or special loss, including loss of profit, loss of revenue, loss of opportunity or loss of goodwill.
3. Nothing in this Agreement excludes, restricts or modifies any rights or remedies the Client may have under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified.

13. Termination

1. Either party may terminate this Agreement by written notice if the other party materially breaches this Agreement and does not remedy that breach within 30 business days after receiving written notice requiring it to do so.
2. Termination does not affect accrued rights. Amounts paid before termination are non-refundable except to the extent required by law.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter, except to the extent that the Privacy Policy applies to the handling of personal information in connection with the Services and Deliverables.

15. Governing Law

This Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria, Australia and courts entitled to hear appeals from them.



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