“We”, “us” and “our” mean Image Traders Pty Ltd. “You” and “your” mean the client identified in our quote, proposal or service agreement. These terms apply to services where they are provided or linked to you before you accept our offer.
Our agreement consists of these terms and the accepted quote, proposal, statement of work or service agreement. A specifically agreed written provision takes priority over a conflicting provision in these general terms. Acceptance may be by signature, written confirmation or instructing us to commence after receiving the agreement. Merely browsing our website does not create a service agreement.
The person accepting on behalf of a business must have authority to do so. Changes to an existing agreement require both parties’ written agreement. Publishing an updated version of these terms does not change an existing engagement automatically.
We will deliver the services and deliverables described in the accepted scope. Services, features, formats, integrations, revisions and quantities not included in that scope are additional work.
If you request a change, we will explain its effect on fees, deliverables and timing and obtain written approval before proceeding. Where urgent work is authorised without a fixed price, the agreed hourly rate applies. An estimate is an indication of likely cost; a fixed quote applies only to its stated scope and assumptions. We will notify you of a material expected overrun before incurring additional fees and seek approval.
We may use suitably qualified employees and contractors to deliver services and remain responsible for our obligations under the agreement.
Fees, deposits, milestones, invoice due dates and any minimum commitment are as stated in your accepted quote or service agreement. Prices are in Australian dollars. GST, where applicable, will be identified in the quote and invoice.
Advertising and media spend, printing, stock assets, licences, subscriptions, domains, hosting, travel, talent, locations and production expenses are separate unless expressly included. We will obtain approval for additional expenditure and identify any administration fee or markup before you commit to it.
A required deposit or advance payment must be received before the relevant work or booking begins. Deposits are credited against the agreed fees and are subject to the cancellation and refund provisions below; they are not automatically forfeited.
If you dispute an invoice, tell us promptly with the reasons. We will investigate in good faith, and you must pay undisputed amounts by their due date. No additional late fee or recovery charge applies unless expressly agreed and lawful. Suspension for unpaid amounts is governed by clause 19.
You must provide accurate briefs, content, brand assets, access permissions and feedback needed to complete the work, and nominate an authorised contact for approvals.
You must have permission to supply and authorise our use of your materials, including photographs, footage, logos, music, fonts, trademarks, testimonials and personal information. Tell us about usage restrictions and any necessary releases. We are responsible for obtaining appropriate rights for materials we independently select and supply within the agreed scope.
You are responsible for the accuracy of business information and claims you supply, including prices, qualifications, product claims and offer conditions. Each party remains responsible for its own legal obligations. Legal advice, regulatory review, trademark clearance and specialist compliance certification are included only if expressly agreed.
We will use reasonable care and skill to meet agreed delivery dates. Tell us before acceptance if a launch, event or other deadline is essential so that we can confirm whether it is achievable.
Missing content, delayed approvals, approved scope changes and events outside reasonable control may affect timing. We will notify you of material delays, explain the cause and agree a revised schedule where practicable. We will not charge for additional work caused solely by our failure to perform the agreed services.
If work becomes inactive because required client input is outstanding, we may pause scheduling after written notice. Any restart fees or additional work require approval. Neither party may impose an indefinite delay on the other without discussing a reasonable way to resume or end the engagement.
The accepted scope specifies included revision rounds. Please consolidate feedback through your authorised contact. Changes to an approved direction or additional revision rounds may require a separately approved fee.
We will seek approval of the relevant design, copy, proof, website or production before launch, printing or publication, unless you have authorised us to operate under an agreed publishing process. Silence does not automatically constitute approval.
Please check business details, spelling, prices, dates and supplied claims carefully. Approval does not remove our responsibility for errors or failures we caused, or your statutory rights. We will correct departures from the agreed scope attributable to us without charging for that correction. New requirements and later changes are additional work.
The scope will identify functionality, content responsibilities, supported browsers and devices, integrations, migration requirements and deliverable formats. We will test agreed functionality and give you a reasonable opportunity to review the website before launch.
Compatibility with every device, browser, future software version or third-party system is not included unless expressly agreed. Accessibility audits, certification, penetration testing and specialist legal compliance reviews must be specified if required.
Third-party platforms, plugins and APIs may change or become unavailable. We will explain material dependencies known to us. Work needed because of later external changes may be separately quoted; this does not excuse defects in our original work.
Post-launch support, training, maintenance and backups are included only to the extent stated in the agreement. Your rights concerning defective services continue regardless of the end of an optional support period.
Where we provide or arrange hosting, domains or maintenance, the agreement will specify the responsible provider, renewal fees, included services and any agreed service levels. Domain registrations should identify you as the registrant where you are the intended owner.
Backup frequency, retention, restoration services and security responsibilities must be agreed. We will take reasonable precautions within our scope, but cannot promise that a website or system will never suffer an outage or security incident.
Maintain secure credentials and notify us promptly of suspected unauthorised access. We will notify you of incidents affecting your services or data that come to our attention and cooperate with reasonable mitigation. Emergency work outside scope requires approval where practicable. Handover and cancellation are governed by clauses 15 and 19.
Design deliverables and file formats are specified in the scope. Editable artwork, alternative versions and unused concepts are included only if expressly agreed.
Screen displays, paper stock and printing processes can affect colour and appearance. Where precise colour or finish is essential, agree a physical proof or production specification before printing.
Printing proceeds after approval of the final proof and specifications. Changes requested after production begins may incur approved reprint or supplier costs. Responsibility for production errors will depend on their cause; we remain responsible for our own errors and obligations under law.
We provide the strategy, implementation, monitoring and reporting agreed in your scope. Search engine optimisation, AI search optimisation and paid advertising depend on competition, platform changes, budget, website performance and your sales process.
Unless an express commitment is made in writing, we do not promise specific rankings, AI recommendations, traffic, leads, sales or financial returns. This does not reduce our obligation to deliver agreed services with reasonable care and skill.
Advertising budgets require your approval. Management fees are separate from media spend unless stated otherwise. We will use reasonable controls to manage approved budgets and notify you of material overspend or platform issues. Any permitted platform billing variation should be disclosed when setting the budget.
Reporting uses available platform and analytics data, which may be affected by attribution settings, consent choices, tracking limits and reporting delays. Email and SMS activity must follow the agreed consent, sender identification and unsubscribe process. Purchased lists may be used only where lawful permission can be established.
The production brief will specify shoot duration, locations, personnel, deliverables, edits, formats and usage rights. Raw photographs, unedited footage and editable project files are included only if expressly stated.
Responsibilities for location access, permits, talent and participant releases must be agreed before the shoot. Unless assigned to us in the scope, you arrange access to client-controlled locations and consent from participants you supply, including appropriate consent for children. We obtain permissions for talent and assets we engage within scope.
Unsafe conditions, weather, illness or denied access may require a change of plan. We will discuss reasonable alternatives and rescheduling. For client-requested cancellation or postponement, you pay for work completed and approved, unavoidable external costs actually incurred, less savings or recoveries. Any separately agreed cancellation fee must reasonably reflect the loss and must not duplicate those charges.
If we cancel for reasons within our control, we will offer a suitable replacement date or refund amounts for undelivered services, without limiting your legal rights. We will disclose material licence restrictions for music, talent and stock assets, including restrictions on paid advertising, duration, territories or platforms.
External services may be subject to their providers’ terms, licence limits and renewal charges. We will identify material requirements and obtain your approval before committing you to a paid subscription or licence.
Where you contract directly with a provider, that provider is responsible for its service. Where we supply a service to you using a third party, we remain responsible for our obligations to you; we do not exclude responsibility merely because a contractor or supplier is involved.
Renewals, account billing and responsibility for ongoing subscriptions will be identified in the agreement or handover. Changes requiring additional work or spending need approval.
You retain ownership of materials you supply and grant us permission to use them only as needed to deliver the services and any separately authorised portfolio use.
Unless the accepted scope specifies another arrangement, we assign to you, upon full payment for the relevant deliverables, copyright we own in the final bespoke designs, copy, photographs, videos and custom code created specifically for you. Before payment, you may review those deliverables for approval; public use requires our written permission.
We retain our pre-existing materials, reusable tools, frameworks, methods, templates and unused concepts. Where our retained materials form part of a paid final deliverable, we grant you a perpetual, non-exclusive, royalty-free licence to use, reproduce and adapt them as necessary to operate, maintain and use that deliverable, including through replacement service providers.
Third-party and open-source materials remain subject to their licences. We will identify material restrictions. Assignment covers only rights we own; moral rights and AI-generated elements may require separate treatment. Editable source files and raw assets are provided only where included in scope. We will obtain appropriate permissions from our contributors for the agreed uses.
Client-specific domains, social pages, advertising accounts and analytics properties should be held in your name or business account where the platform permits. We should receive delegated access rather than ownership wherever practical.
At the end of an engagement, we will reasonably cooperate to return your supplied assets and transfer client-owned accounts, credentials and available data. We will not withhold your pre-existing property or client-owned account access solely because of a fee dispute.
Rights in unpaid deliverables remain subject to clause 14. Additional migration, training or transition work outside scope may be quoted separately. Platform transfer limits will be explained. Any deletion or loss of service associated with a handover will be communicated in advance, allowing a reasonable opportunity to export available material.
Each party must protect the other’s confidential information and use it only for the engagement. Disclosure is permitted to personnel and providers who need it and are subject to appropriate duties, or where required by law. These obligations do not cover information already lawfully public or independently obtained.
Each party must comply with privacy and data protection obligations applicable to it. Before transferring customer lists or other personal information, agree the purpose, permissions, access controls and any relevant provider or overseas processing requirements. We will process client personal information only as authorised to deliver the services or as required by law.
Our website privacy notice addresses website information handling; it does not replace any project-specific data arrangements. Retention and deletion of project data and raw assets should be specified in the scope. Do not assume indefinite archiving: keep copies of delivered files. Before routinely deleting client material held solely by us, we will give reasonable notice and an opportunity to request a copy, subject to lawful retention requirements.
We may use AI-assisted tools for research, drafting, design, development or production, with appropriate human review. Tell us before work begins if you require restrictions on AI use so that these can be included in the scope.
We will not submit your confidential information or identifiable customer data to an external AI service without appropriate authorisation and suitable data handling arrangements. Material use of synthetic people, voices or representations will be disclosed for approval where relevant to the intended publication.
AI-generated material may contain inaccuracies or have limits on exclusivity and copyright protection. Where these materially affect your intended use, we will explain them and agree an appropriate approach. AI use does not reduce our responsibility to meet the agreed brief.
We may display your name, logo or completed work in a portfolio, case study or promotional material only with your written permission. Approval of client work for publication on your channels does not itself authorise our promotional use. We will respect agreed confidentiality, launch embargoes and participant consent requirements.
Any minimum term, renewal process and notice period must be stated in the accepted service agreement. If no notice period or fixed commitment is agreed for ongoing services, either party may end them on 30 days’ written notice. A fixed term does not automatically renew for another fixed term unless that renewal was expressly agreed.
Retainer hours, deliverables, priorities and any rollover rules must be stated in the scope. We will not assume unused hours expire unless that rule was disclosed and accepted. Changes to recurring fees require agreement before taking effect.
For a material breach capable of remedy, the affected party may give written notice describing the breach and allow at least 10 business days to remedy it before suspending affected work or terminating. Immediate proportionate suspension may be necessary to prevent unlawful activity, a serious security risk or danger; we will explain the reason promptly and restore service when reasonably possible.
You may cancel project work by written notice. Subject to your statutory rights, you pay for work properly completed and approved non-cancellable external commitments actually incurred, less savings and recoveries. We will provide an itemised reconciliation, credit payments already received and refund any excess. Unperformed work is not automatically payable in full.
If a fixed-term agreement includes early termination charges, they must be clearly disclosed, lawful and proportionate, and must not duplicate amounts already charged. Handover follows clause 15. Statutory cancellation and refund rights take priority.
Nothing in this agreement excludes, restricts or modifies any consumer guarantee, remedy or other right that cannot lawfully be excluded, including under the Australian Consumer Law. These rights may apply to business clients as well as individuals.
If our services fail to meet an applicable guarantee or contractual obligation, available remedies depend on the circumstances and applicable law. They may include correction, resupply, refund, cancellation or compensation. Contact us with the details so we can investigate and respond; no contractual review period removes your statutory rights.
Subject to those non-excludable rights, each party’s aggregate liability arising from an engagement is limited to the total fees paid or payable for that engagement. For ongoing services, the proposed limit is the fees paid or payable for the 12 months preceding the event giving rise to the claim, or the engagement to date if shorter.
This cap does not apply to fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality or data protection obligations, infringement of third-party intellectual property rights, or your obligation to pay properly due fees. It does not limit liability where doing so would be unlawful or unfair.
Each party must take reasonable steps to reduce avoidable loss. A party is not responsible to the extent loss was caused by the other party’s acts or omissions. There is no blanket exclusion of responsibility for our negligence or for services performed through our contractors.
If a dispute arises, notify the other party in writing with the relevant facts and requested resolution. Authorised representatives should first attempt to resolve it in good faith. If unresolved, the parties may agree to independent mediation and how its costs will be shared. This does not prevent urgent court relief or access to statutory remedies, regulators, tribunals or dispute resolution services.
Neither party is liable for delay to the extent caused by an event beyond its reasonable control, provided it gives prompt notice and takes reasonable steps to reduce the impact. If the event prevents a substantial part of the services for more than 30 days, either party may end the affected services by written notice. Fees and refunds will be reconciled for work delivered and approved unavoidable commitments, subject to statutory rights.
The agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts, without restricting any mandatory right to bring a claim elsewhere. If a provision is invalid, the remaining provisions continue where they can operate lawfully. Notices may be sent to the parties’ nominated email addresses.
Image Traders Pty Ltd
Email: info@imagetraders.com.au
Phone: (02) 5605 0005
Website: www.imagetraders.com.au
Starting the journey to better digital marketing means setting clear goals, embracing innovation, and staying agile in a rapidly changing landscape. It's a path to authentic connections and transformative growth.
11. Social media management
The scope will specify platforms, content quantities, approval arrangements, scheduling and any community management. Monitoring, direct messages, complaints, weekend coverage and crisis responses are included only where expressly agreed.
Give us accurate information and a clear escalation contact. We will publish within your approved brief or delegated authority. Material changes to approved claims or offers require renewed approval.
Platforms control algorithms, moderation, account restrictions and service availability. We cannot guarantee reach or uninterrupted access. We remain responsible for our own actions and will reasonably assist with issues within our scope.