These Terms & Conditions apply to services provided by Emmanate Creative (Contractor) to the person or business accepting a proposal (Client). The proposal, these Terms & Conditions and any written variations agreed by both parties form the agreement between the parties.

data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

1. Acceptance and agreement

1.1 The Client engages Emmanate Creative to provide the services and deliverables described in the accepted proposal (Services).

1.2 The agreement commences when the Client accepts the proposal in writing, signs the proposal, pays an invoice or otherwise instructs Emmanate Creative to commence work.

1.3 The proposal sets out the project-specific details, including the scope, deliverables, fees, timing, package inclusions and payment schedule. If there is any inconsistency, the proposal takes precedence for those project-specific details, and these Terms & Conditions apply to the extent they are not inconsistent.

1.4 Any change to the agreement must be recorded in writing and agreed by both parties.

2. Services and scope of work

2.1 Emmanate Creative will provide the Services described in the accepted proposal. The Client acknowledges that package pricing applies only to the inclusions, deliverables, allocated design time and revision allowances expressly identified in the proposal.

2.2 Unless expressly included, Services do not include printing, print management, copywriting, photography, videography, paid advertising, website hosting, domain registration, software subscriptions, font or stock licensing, website maintenance, development outside the agreed specification, or third-party supplier costs.

2.3 Any additional request, deliverable, change to the agreed brief, change in creative direction or work outside the agreed scope may be treated as additional work and may affect fees and timeframes.

2.4 Additional work will be quoted separately or charged at the applicable hourly rate. Emmanate Creative will explain the additional work and obtain the Client’s approval before undertaking chargeable work.

2.5 Emmanate Creative may recommend adjustments to the scope where necessary to achieve the agreed project objectives. No change to the scope or fee is binding unless agreed in writing.

3. Revisions and approvals

3.1 Each package includes only the revision rounds or design-time allowance stated in the proposal. Revisions are intended to refine the agreed creative direction and are not unlimited.

3.2 A new creative direction, substantial change to the original brief, replacement of approved content or repeated revisions beyond the package allowance may be treated as additional work and charged at the applicable hourly rate or as a separately quoted service.

3.3 Emmanate Creative will notify the Client and obtain approval before undertaking additional billable revision work.

3.4 The Client is responsible for carefully reviewing and approving all copy, spelling, grammar, names, dates, contact details, factual claims, legal notices, technical specifications and final artwork before production, publication or release.

3.5 The Client must provide approvals and corrections in writing. Text changes should be supplied electronically in a consolidated format. Extensive text changes should be clearly marked in a PDF or other agreed document.

3.6 Emmanate Creative is not responsible for errors in materials that the Client has approved, or for errors arising from inaccurate, incomplete, unlawful or misleading information supplied by the Client.

3.7 Work will not be sent to print, published or otherwise released as final until the Client has provided written approval, unless the parties agree otherwise in writing.

4. Client responsibilities and communication

4.1 The Client must provide accurate information, content, materials, access, instructions and decisions reasonably required for Emmanate Creative to perform the Services.

4.2 The Client agrees to nominate an authorised decision-maker and to provide consolidated feedback and approvals, generally within 48 hours of a request unless another timeframe is agreed.

4.3 Delays in receiving information, content, feedback or approvals may extend the project timeframe and may result in the project being rescheduled to the next available production period.

4.4 Where the Client’s delay, inactivity or repeated changes materially affect the project, Emmanate Creative may pause work, revise the schedule and/or propose additional project administration or restart costs. Any additional fee will be discussed and approved in writing before it is charged.

4.5 The Client is responsible for ensuring that all materials it supplies may lawfully be used and do not infringe the rights of any third party.

5. Fees, invoices and payment

5.1 Fees and payment arrangements are those stated in the accepted proposal. All amounts are in Australian dollars. GST will be applied where applicable and as stated in the proposal or invoice.

5.2 Unless the proposal states otherwise, invoices are payable within seven (7) calendar days of the invoice date. Work will not commence until the required initial payment has cleared.

5.3 Brand Essentials package: Due to the short delivery timeframe of the Brand Essentials package (generally under four weeks), 100% of the project fee is payable upon acceptance of the proposal and before work commences.

5.4 Combined packages or services: Where two or more packages or services are combined into a larger project, Emmanate Creative may agree to a payment plan across three (3) or four (4) instalments, depending on the project’s scope, complexity and duration. The instalment amounts and due dates will be set out in the proposal or otherwise agreed in writing before commencement.

5.5 Other packages: Unless otherwise stated in the proposal, a 50% deposit is payable upon acceptance of the proposal and the remaining 50% is payable when the agreed work is completed and before final files or deliverables are released.

5.6 A deposit reserves production time and is applied to the project fee. If a project is cancelled or terminated, amounts paid will be dealt with under clause 12 and applicable law; they are not automatically refundable or automatically forfeited.

5.7 Emmanate Creative may pause work, withhold final deliverables and/or reschedule the project if an invoice is overdue. Any resulting delay to the project schedule will be the Client’s responsibility.

5.8 Final artwork, editable files, deliverables and any transfer or licence of rights under clause 9 will not be released or take effect until all project invoices and approved additional costs have been paid in full.

5.9 Payments may be made by direct deposit or through Stripe. Any payment surcharge will not exceed the permitted cost of accepting the relevant payment method and will be disclosed before payment.

6. Additional services, expenses and printing

6.1 Work not included in the accepted proposal may be quoted separately or charged at Emmanate Creative’s applicable hourly rate. The current rate for print management services is $110 per hour plus GST, unless otherwise stated in the proposal.

6.2 Print management, including sourcing print quotes, liaising with printers and coordinating print production, is not included in packages unless expressly stated. Specialty finishes such as foil stamping, embossing and other specialist treatments may involve additional supplier, setup and management costs.

6.3 Third-party costs, including printing, photography, stock imagery, fonts, software, hosting, domain names, courier fees and specialist suppliers, are additional unless expressly included in the proposal.

6.4 The Client must approve expenses and third-party costs before they are incurred. The Client is responsible for paying approved third-party costs, either directly to the supplier or through Emmanate Creative as agreed.

6.5 Emmanate Creative is not responsible for the acts, omissions, delays, production defects or service interruptions of independent third-party suppliers. Emmanate Creative will, where reasonably practicable, assist the Client in communicating with the supplier.

6.6 The Client is responsible for checking and approving print-ready artwork, quantities, sizes, colours, finishes, materials and specifications before authorising production.

7. Project schedule and working hours

7.1 Project timing will be estimated in the proposal or agreed at the commencement of the project. Unless otherwise stated, timeframes begin once the required initial payment and all requested content, information and materials have been received.

7.2 Project schedules assume timely communication, feedback and approvals from the Client. Client delays, scope changes, supplier delays or circumstances outside Emmanate Creative’s reasonable control may affect delivery dates.

7.3 Work is ordinarily undertaken Monday to Friday, 9.00 am to 5.00 pm Australian Eastern time, excluding public holidays and the period Emmanate Creative closes over Christmas and New Year.

7.4 Rush work, weekend work, work outside standard business hours or compressed deadlines requested by the Client may incur an additional fee, which will be agreed before the work is undertaken.

8. Confidentiality and privacy

8.1 Each party must keep confidential any non-public business, financial, operational, personal or proprietary information received from the other party that a reasonable person would understand to be confidential (Confidential Information).

8.2 A party may use Confidential Information only to perform or receive the Services and must not disclose it to another person except to its employees, contractors or professional advisers who need to know it and are subject to appropriate confidentiality obligations, or where disclosure is required by law.

8.3 This clause does not apply to information that is publicly available other than through a breach of this agreement, already lawfully known to the receiving party, independently developed, or lawfully received from another source.

8.4 Each party must take reasonable steps to protect the other party’s Confidential Information. These obligations continue after the agreement ends.

8.5 Emmanate Creative will handle personal information in accordance with applicable privacy laws and its privacy policy, where applicable.

9. Intellectual property and ownership of work

9.1 In this clause, Intellectual Property Rights includes copyright, trade marks, designs, know-how and other intellectual property rights recognised by law.

9.2 Subject to full payment of all amounts owing for the project, ownership of the final approved designs and commissioned artwork created specifically for the Client under the proposal will transfer to the Client, to the extent those rights can legally be transferred.

9.3 Until full payment is received, the Client must not use, reproduce, publish, distribute, adapt, register or commercially exploit the commissioned work.

9.4 Emmanate Creative retains ownership of preliminary concepts, unused designs, rejected options, working files, source files, templates, tools, methods, processes, know-how and materials developed independently of the project or not expressly identified as a deliverable in the proposal.

9.5 To the extent any Emmanate Creative-owned materials are incorporated into a final deliverable, Emmanate Creative grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use those materials as part of that final deliverable for the Client’s business purposes. The Client may transfer that licence with the relevant business or deliverable, but may not extract or commercially exploit those materials separately.

9.6 Third-party materials, including fonts, stock photography, illustrations, software and other licensed assets, remain subject to the relevant third-party licence terms. The Client must comply with those terms and is responsible for any ongoing licence fees or renewals unless otherwise agreed.

9.7 Moral rights and other rights that cannot legally be assigned or waived remain with their respective owners. The parties will obtain any consents reasonably required for the agreed use of the deliverables.

9.8 Emmanate Creative may display the completed work and the Client’s business name, logo and publicly available project information in its portfolio, website, social media, award submissions and other promotional materials, unless the parties agree otherwise in writing or the material is confidential.

9.9 The Client is responsible for obtaining its own legal advice and conducting appropriate searches before applying to register a trade mark, business name or other intellectual property right. Emmanate Creative does not warrant that a design, name or logo is available for registration or will not conflict with third-party rights.

10. AI Tools & Creativity Integrity

10.1 Emmanate Creative may use artificial intelligence (AI)-enabled tools in the ordinary operation of its business for administrative tasks, workflow efficiencies, research assistance and other minor supporting tasks. AI tools will not be used to generate or replace the original creative concepts, designs or commissioned creative deliverables provided to the Client, unless expressly disclosed to and agreed with the Client in writing.

10.2 The Client must not provide AI-generated artwork, designs, logos, visual concepts, image generations or AI-produced design mark-ups as substitutes for the creative work or design direction agreed in the proposal. Where the Client uses AI tools to help explain an idea or provide a reference, that material must be clearly identified as AI-generated and is provided for general context only. Emmanate Creative may determine whether the material is suitable to use as a reference.

10.3 The Client must not upload, submit, reproduce, input or otherwise use Emmanate Creative’s concepts, draft designs, presentations, artwork, brand directions, working files or other project materials in any AI tool or platform for the purpose of generating feedback, edits, variations, adaptations, derivative works or alternative creative outputs, unless Emmanate Creative has given prior written consent.

10.4 Feedback on concepts and creative development must be provided directly to Emmanate Creative in writing or through the agreed review process. The Client must not use AI-generated annotations, alterations or reinterpretations of Emmanate Creative’s concepts as a substitute for clear written feedback.

10.5 The Client must ensure that its employees, contractors and other representatives who have access to project materials comply with this clause. Any unauthorised use or disclosure of project materials through an AI platform may constitute a breach of this Agreement.

11. Independent contractor

10.1 Emmanate Creative provides the Services as an independent contractor. Nothing in this agreement creates an employment relationship, partnership, joint venture or agency between the parties.

10.2 Except as set out in this agreement, Emmanate Creative controls the manner and method of performing the Services and may engage suitably qualified subcontractors or suppliers to assist, while remaining responsible for its obligations under this agreement.

12. Warranties, liability and Australian Consumer Law

11.1 Each party warrants that it has authority to enter into and perform this agreement.

11.2 Emmanate Creative will provide the Services with due care and skill and in accordance with the agreed scope.

11.3 The Client acknowledges that creative work involves subjective judgement and that design preferences may differ. Emmanate Creative does not guarantee particular commercial, financial, marketing or business outcomes.

11.4 To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings or loss of business opportunity arising out of this agreement.

11.5 Nothing in this agreement excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under the Australian Consumer Law or other applicable legislation.

11.6 To the extent permitted by law, where Emmanate Creative is liable for a failure to comply with a non-excludable guarantee, its liability is limited, at Emmanate Creative’s option, to supplying the Services again or paying the cost of having the Services supplied again, where that limitation is permitted by law.

11.7 The Client is responsible for the accuracy, legality and suitability of content, claims, instructions and materials it supplies or approves.

13. Suspension, cancellation and termination

12.1 Either party may terminate this agreement by giving written notice to the other party. The parties may also agree in writing to suspend or end the project.

12.2 If the Client cancels or terminates the project, Emmanate Creative may invoice for Services performed, time reasonably incurred, work in progress and approved expenses or non-cancellable third-party commitments up to the effective termination date.

12.3 Any payments already made will be applied against amounts properly payable under clause 12.2. If the payments exceed those amounts, the balance will be refunded. If the amounts payable exceed payments made, the Client must pay the difference within seven (7) days of the invoice.

12.4 If the project is inactive or delayed for more than 30 days due to the Client’s failure to provide required information, content, feedback or approvals, Emmanate Creative may pause the project, invoice for work completed and reschedule remaining work subject to availability.

12.5 Either party may terminate immediately by written notice if the other party commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days after receiving written notice requiring it to do so.

12.6 On termination, the Client must pay all amounts properly due. The Client may use only those deliverables for which the relevant fees have been paid and any applicable rights have transferred or been licensed.

12.7 Termination does not affect rights or obligations that accrued before termination or clauses intended to continue after termination, including confidentiality, intellectual property, payment and liability provisions.

14. Events outside reasonable control

13.1 Neither party is responsible for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, illness, industrial action, government restrictions, power or internet outages, or significant supplier disruptions.

13.2 The affected party must notify the other party as soon as reasonably practicable. The parties will discuss a reasonable adjustment to the project schedule or, if the circumstances continue for an extended period, an appropriate way to conclude the project.

15. Notices and general provisions

14.1 Notices under this agreement must be in writing and sent to the email address nominated by the relevant party in the proposal or otherwise notified in writing.

14.2 If any provision of this agreement is found to be invalid or unenforceable, it will be read down to the extent necessary or severed, and the remaining provisions will continue to apply.

14.3 A failure or delay by a party to exercise a right under this agreement is not a waiver of that right.

14.4 This agreement, including the accepted proposal and any written variations, records the entire agreement between the parties about the Services and replaces prior discussions or representations about the same subject matter.

14.5 This agreement may be accepted electronically and in counterparts.

14.6 This agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

16. Acceptance

By accepting the proposal, paying an invoice or instructing Emmanate Creative to commence work, the Client confirms that it has read and agrees to the proposal and these Terms & Conditions.