Terms & Conditions
A legal disclaimer
These Terms apply together with the relevant Service Agreement, quotation or written confirmation issued by the Agency.
By signing a Service Agreement or otherwise accepting the Agency’s services, the Client agrees to be bound by these Terms.
1. Services
The Agency provides marketing and promotional services as agreed with the Client.
Services may include:
* social media management;
* Red Note (Xiaohongshu) content;
* content creation;
* photography;
* videography;
* copywriting;
* photo and video editing;
* marketing strategy;
* creative services;
* online advertising;
* offline advertising;
* magazine advertising;
* media placement;
* on-site content production; and
* other marketing services agreed in writing.
The specific services and deliverables for each Client will be stated in the applicable Service Agreement or quotation.
The Agency is not required to provide services outside the agreed scope.
2. Engagement
The Agency and Client may confirm an engagement through a signed Service Agreement, accepted quotation, written confirmation or other written agreement.
The applicable Service Agreement will normally specify:
* the selected package;
* services and deliverables;
* service fee;
* advertising or media budget;
* commencement date;
* minimum term; and
* any special conditions.
If there is a conflict between these Terms and a signed Service Agreement, the Service Agreement will apply to the extent of the conflict.
3. Client Responsibilities
The Client agrees to provide information, materials, access and approvals reasonably required for the Agency to perform the Services.
The Client is responsible for ensuring that information supplied to the Agency is accurate and current.
This may include:
* business information;
* product information;
* prices;
* promotions;
* contact details;
* addresses;
* opening hours;
* claims about products or services; and
* other information used in marketing materials.
The Agency may rely on information supplied by the Client.
4. Content Approval
Where Client approval is required, the Agency may provide content to the Client for review before publication.
The Client is responsible for checking the accuracy of the content provided for approval.
Once the Client approves content, the Agency may publish or use it as agreed.
The Agency is not responsible for factual information that was supplied or approved by the Client, except to the extent required by law.
5. Social Media and Red Note
Where social media or Red Note services are included, the Agency may provide:
* content planning;
* photography;
* videography;
* copywriting;
* captions;
* editing;
* posting;
* account support;
* content scheduling; and
* general social media strategy.
The Client remains responsible for its social media accounts and business information unless otherwise agreed.
The Agency does not guarantee any particular level of:
* followers;
* views;
* likes;
* comments;
* engagement;
* enquiries;
* leads;
* bookings;
* sales;
* revenue; or
* return on advertising spend.
Social media platforms are operated by third parties and may change their algorithms, policies or features without notice.
6. Photography and Videography
Where photography or videography is included in the Services, the Agency will provide the agreed production and editing services.
Unless otherwise agreed:
* the Client must provide reasonable access to the relevant location;
* the Client is responsible for obtaining permissions that are its responsibility to obtain;
* the Agency may determine reasonable production and creative methods;
* final edited materials are included only to the extent specified in the Service Agreement; and
* raw photographs, raw video footage and editable project files are not included unless specifically agreed.
Additional production, shooting time, locations or editing requested by the Client may incur additional fees.
7. Advertising and Media
Advertising and media services may include online advertising, offline advertising, magazine advertising and other media placements.
The Agency may assist with:
* advertising planning;
* campaign preparation;
* media selection;
* communication with media providers;
* preparation of advertising materials;
* booking or coordination of placements.
Advertising and media costs are separate from the Agency’s service fees unless the Service Agreement expressly states otherwise.
The Agency does not control third-party advertising platforms or media providers and therefore cannot guarantee their availability, placement, reach or performance.
8. Third-Party Costs
Third-party costs may include:
* advertising spend;
* magazine fees;
* media placement fees;
* printing;
* venue fees;
* production expenses;
* models or talent;
* specialist suppliers;
* stock materials; and
* other external costs.
Unless expressly included in the Service Fee, these costs are payable separately by the Client.
The Agency will seek approval from the Client before committing the Client to significant additional third-party costs.
9. Fees and Payment
The Client must pay the fees stated in the applicable Service Agreement, quotation or invoice.
Unless otherwise agreed:
* recurring service fees are payable monthly in advance;
* invoices must be paid by the due date stated on the invoice; and
* additional work outside the agreed scope may be charged separately.
The Agency may pause Services where amounts remain overdue.
10. Minimum Term
Where the Service Agreement specifies a minimum term, the Client agrees to remain engaged for that period.
The standard minimum term for ongoing marketing packages is three (3) months, unless otherwise agreed in writing.
Cancellation during the minimum term does not automatically remove the Client’s obligation to pay amounts that have already become payable.
Nothing in this clause limits any rights the Client has under applicable law.
11. Changes to the Services
The Client may request changes to the agreed Services.
The Agency will determine whether the request falls within the existing scope.
Where a request requires substantial additional work, the Agency may provide a separate quotation or charge an additional fee agreed with the Client.
12. Client Delays
The Agency may not be able to meet an agreed timeline where delays are caused by the Client.
This may include:
* late approvals;
* missing information;
* failure to provide access;
* changes to instructions;
* unavailable representatives; or
* other Client-related delays.
The Agency will make reasonable efforts to keep the Client informed of material delays.
13. Cancellation and Rescheduling
The Client should provide reasonable notice if an agreed photography, videography or on-site session needs to be cancelled or rescheduled.
Where cancellation or rescheduling causes the Agency to incur non-refundable costs or significant booked production time, the Client may be responsible for those reasonable costs.
Any mandatory rights under applicable Australian law remain unaffected.
14. Intellectual Property
The Client retains ownership of materials supplied by the Client.
The Agency retains ownership of its pre-existing materials, templates, processes, know-how and internal working materials.
Subject to full payment of the relevant fees, the Client may use the final materials specifically created for the Client under the agreed Services.
Unless otherwise agreed, the following are not automatically provided to the Client:
* raw photographs;
* raw video footage;
* editable files;
* project files;
* internal templates; or
* Agency working materials.
Third-party materials remain subject to the relevant third-party licence or usage conditions.
15. Portfolio Use
Unless the Client requests otherwise in writing, the Agency may use completed work created for the Client as examples of its work in:
* its portfolio;
* social media;
* presentations;
* proposals; or
* other reasonable promotional materials.
The Agency will take reasonable steps not to disclose confidential business information when doing so.
16. Confidentiality
Each party must take reasonable steps to protect confidential information received from the other party.
Confidential information does not include information that:
* is publicly available;
* was already lawfully known;
* becomes publicly available without a breach of these Terms;
* is independently developed; or
* must be disclosed by law.
This obligation continues after the Services end.
17. Client Materials and Permissions
The Client authorises the Agency to use materials supplied by the Client for the purpose of providing the Services.
The Client is responsible for ensuring that it has the necessary rights and permissions for materials it provides to the Agency.
This may include permissions relating to:
* photographs;
* videos;
* logos;
* trademarks;
* customer information;
* employee images; and
* other third-party materials.
18. Marketing Performance
Marketing results depend on many factors outside the Agency’s control.
The Agency does not guarantee specific commercial outcomes.
Any estimates, recommendations or expectations discussed with the Client are not guarantees of future performance.
19. Liability
Nothing in these Terms excludes or limits any right or remedy that cannot legally be excluded or limited under Australian law.
To the maximum extent permitted by law, the Agency will not be liable for indirect or consequential loss arising from the Services.
Subject to any liability that cannot legally be limited, the Agency’s total liability arising from the Services will be limited to the total service fees paid by the Client to the Agency for the relevant Services during the three months immediately preceding the event giving rise to the claim.
20. Client Responsibility
The Client remains responsible for its own business, products and services.
The Agency does not provide legal, accounting, financial, medical or other professional advice unless expressly agreed and appropriately qualified to do so.
The Client is responsible for ensuring that its products, services, promotions and business practices comply with applicable laws.
21. Suspension
The Agency may temporarily suspend Services where:
* invoices remain unpaid;
* the Client materially breaches these Terms;
* required information or access is not provided;
* continuing the Services would create a legal or safety concern; or
* circumstances outside the Agency’s reasonable control prevent the Services from continuing.
Where reasonably practicable, the Agency will notify the Client before suspending Services.
22. Termination
After any applicable minimum term, either party may terminate the ongoing Services by providing the notice period specified in the Service Agreement.
Either party may terminate earlier where the other party commits a material breach and fails to remedy the breach within a reasonable period after receiving written notice.
Termination does not affect fees or other obligations that arose before termination.
23. Events Outside Reasonable Control
Neither party will be responsible for delay or failure caused by circumstances outside its reasonable control.
This may include serious natural events, major infrastructure failures, government restrictions, widespread technology failures, third-party platform failures or similar circumstances.
24. Disputes
The parties should first attempt to resolve any dispute through direct communication.
If the matter cannot be resolved, either party may seek professional advice or use an appropriate dispute resolution process.
Nothing prevents either party from taking urgent action where necessary to protect its legal rights.
25. General
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply to the extent permitted by law.
A failure to enforce a provision does not constitute a permanent waiver of that provision.
These Terms and the applicable Service Agreement represent the agreement between the parties regarding the Services, subject to any additional written terms expressly agreed between them.
26. Governing Law
These Terms are governed by the laws of Western Australia, Australia.
The parties submit to the applicable courts and tribunals of Western Australia, subject to any rights that cannot legally be restricted.
27. Australian Consumer Law
Nothing in these Terms is intended to exclude, restrict or modify any rights, guarantees or remedies that apply under the Australian Consumer Law or other mandatory legislation.
Where a provision of these Terms conflicts with a mandatory legal requirement, the legal requirement will prevail to the extent of the conflict.
These Terms do not require separate execution by the Client.
The Client’s acceptance of a Service Agreement or engagement of the Agency constitutes acceptance of these Terms.