Brand (or Branding) – The creation of elements associated with a brand, including but not limited to the name, logo, design, and other symbolic elements such as colour and visuals, which combine to create a distinctive identity.

Collateral – The collection of media, images, and other material that supports the Brand and Design of the Brand.

Commencement Date – The date so specified in the schedule to the Proposal.

Confidential Information – Includes information which:

• (a) Is disclosed to you in connection with this Contract at any time;
• (b) Is prepared or produced under or in connection with this Contract at any time;
• (c) Relates to our business, assets, or affairs; or
• (d) Relates to the subject matter of, the terms of, and/or any transactions contemplated by this Contract, whether or not reduced to a tangible form or marked as “confidential”.

Contract – This document, including the Proposal and the Terms.

Design Content – Our creation of your design content, either in digital or print form or both. May include videos, audios, copywriting, blog posts, publications, packaging, posters, signage, graphics, and any other type of content designed for you.

Design – The creation of symbols, images, colour, and text to form a visual representation of a Brand through ideas and messages.

GST –

• (a) The same as in the GST Law;
• (b) Any other goods and services tax, or any tax applying to this agreement similarly;
• (c) Any additional tax, penalty, fine, interest, or other charge under a law of such a tax.

GST Law – “GST law” in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights – Copyright, trademark, design, patent, semiconductor or circuit layout rights relevant to, inter alia:

• (a) Textual, graphical, audio, and other material displayed on the Website;
• (b) Screens, organisation, patents, and operation or control features;
• (c) All software associated with the Website;
• (d) Design.

Internet – The worldwide connection of computer networks providing electronic mail, online information, information retrieval, and file transfer protocol.

Liability – Any expense, cost, liability, loss, damage, claim, demand, or proceeding, howsoever arising, whether direct or indirect, present, unascertained, future or contingent.

Moral Right –

• (a) Right of attribution of authorship;
• (b) Right not to have authorship falsely attributed;
• (c) Right of integrity of authorship;
• (d) Right of similar nature.

Price – Fees and other charges payable by the Client in Australian Dollars ($AUS), including third-party software fees, plugins, or other disbursements billed to the Client.

Services – Services and Scope set out in the Proposal.

Third Party Materials – Textual, graphical, audio, or software materials incorporated into the Website or designed elements/Collateral.

Third Party Platform – Any person or organisation’s device, platform, application, operating system, website, cloud service, or similar.

Website – Location accessible on the Internet providing multimedia content via a graphical interface.

World Wide Web – Method of representing and obtaining graphical data and linking data items used by Internet users.

(a) This Contract takes effect on and from the Effective Date; Services commence on the Commencement Date as set out in the Proposal.

(b) Cancellations after the Effective Date are not permitted except as specified. BB Creative Co will proceed with Services within a reasonable time after the Effective Date.

(a) BB Creative Co will provide Services per Proposal and Terms, using Personnel if necessary.

(b) Timelines are estimates; rescheduling may occur if Client obligations are not met.

(c) Not liable for intercepted electronic communications.

(d) Variation Requests require written approval, Price adjustment, and payment before implementation.

(e) Additional revisions outside Scope may incur fees.

(f) Liability for omissions is limited to remedying omission or refund of relevant Price portion.

(g) BB Creative Co retains creative discretion in Design Content production.

3.1 AI-ASSISTED SERVICES

(h) BB Creative Co may use AI-assisted tools in content creation, copywriting, graphics, or social media material. Final approval, responsibility, and copyright compliance remain with Client.

(a) Comply with Contract and reasonable requests.

(b) Provide feedback within reasonable timeframe; absence of feedback = approval.

(c) Provide access to third-party platforms as required.

(d) Provide all logos, materials, and information necessary for Services.

(a) You must pay the Price, all disbursements (including travel, accommodation, and third-party costs), and any other amounts payable under this Contract in accordance with the Payment Terms.

(b) Payments may be made via third-party platforms (e.g., Stripe), subject to their terms and conditions.

(c) If payment is late, BB Creative Co may immediately cease Services and/or charge interest at the Reserve Bank of Australia cash rate plus 8% per annum, calculated daily and compounding monthly.

(a) Words defined in the GST Law have the same meaning here unless otherwise specified.

(b) In addition to paying Charges, the Client must:

• (i) pay any GST payable from a supply by BB Creative Co under which Charges are payable;
• (ii) make payment on the due date or within 3 days of receiving a tax invoice, whichever is later.

(a) Ownership and use of Design Content, Design, Brand, and Collateral are set out in clause 8.

(b) Drafts remain BB Creative Co property and may be used in portfolios or marketing.

(c) Final proofing is the Client’s responsibility; BB Creative Co is not liable for errors after approval.

(d) For website maintenance services, access to the CMS may be required.

(a) Subject to clause 8(b) and full payment, IP rights in Design, Branding, Design Content, and Collateral vest in the Client. BB Creative Co retains ownership until full payment.

(b) No assignment of IP rights in pre-existing material or rejected Drafts.

(c) Client warrants they have necessary permissions for supplied materials and indemnifies BB Creative Co for any third-party IP claims.

(d) If infringement occurs, BB Creative Co may at its expense:

• (i) modify Design Content;
• (ii) procure rights for continued use;
• (iii) remove and discontinue the content if necessary.

(a) Client permits use of logos, websites, graphic designs, or Branding in BB Creative Co portfolio, social media, marketing, or client pitches.

(b) If Client uses completed work on social media, credit BB Creative Co by tagging relevant platforms.

(a) BB Creative Co may use Third Party Platforms for communication and Services.

(b) Such platforms are “as is”; BB Creative Co makes no guarantees regarding fitness, cyber security, or data protection.

(c) Client acknowledges no liability for Third Party Platform failure or data breaches.

(a) Client has not relied on any warranty, statement, or representation beyond this Contract.

(b) All implied terms or warranties are excluded except as expressly stated.

(c) Services do not guarantee business growth, profit, or brand reach.

(d) Maximum Liability is limited to the portion of Price paid for relevant Services.

(e) No Liability for events beyond control, Client actions, defects, or loss of profit/data.

(f) Client indemnifies BB Creative Co against Liability from wrongful acts or omissions.

(a) Except as in clause 11(b), all conditions or warranties are excluded.

(b) For breaches under Australian Consumer Law, Liability is limited to:

• (i) supplying Services again; or
• (ii) paying the cost to have Services supplied again.

(a) Contract terminates upon written notice:

• (i) by Client with 30 days’ notice;
• (ii) by BB Creative Co with 30 days’ notice;
• (iii) by BB Creative Co if Client breaches and fails to remedy in 5 working days;
• (iv) by Client if BB Creative Co breaches and fails to remedy in 15 working days.

(b) On termination, Client must pay costs, return property, and not use BB Creative Co IP.

(a) Success of strategies may depend on Client participation.

(b) BB Creative Co uses best endeavours to protect data but is not liable for loss due to third-party attacks.

(c) No guarantee of brand visibility, growth, or profit; implementation remains Client’s responsibility.

(a) Parties must not disclose each other’s Confidential Information without approval.

(b) Disclosure is allowed if legally compelled.

(c) Reasonable steps must be taken to prevent disclosure by employees or subcontractors.

(d) Terms may be disclosed to related companies, solicitors, auditors, insurers, and accountants.

(e) Clause survives termination.

Notices must be in writing, sent by post or email, and deemed served after 48 hours (post) or upon transmission (email).

This Contract does not create a partnership, joint venture, or agency relationship.

Neither party may assign rights or obligations without prior written consent.

This Contract contains the entire understanding regarding its subject matter.

Governing law is the State of Queensland; parties submit to its courts and tribunals.

No delay or forbearance in enforcing rights constitutes a waiver of subsequent breaches.

No variation is effective unless in writing and signed by both parties.

If any part is invalid, it will be severed without affecting remaining provisions.

Parties must meet to resolve disputes in good faith before commencing court proceedings unless urgent relief is required.

Clauses 3(f), 8, 9, 10(b), 10(c), 11, 12, 13(b), 14, and 15 survive termination.

If you have questions about these Terms, contact us:

Email: hello@bbcreativeco.com.au