Client Terms

These Client Terms ("Terms") govern the working relationship between Embark Agency ABN 78 603 353 715 ("Embark", "we", "us") and the client ("Client", "you") engaging our services. By entering into a proposal or statement of work with Embark, you agree to be bound by these Terms.

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Definitions

In these Terms, the following definitions apply:

• "Project" means the scope of work described in the accepted Proposal or Statement of Work.
• "Proposal" means the written document issued by Embark outlining the Project scope, timeline, deliverables, and fees.
• "Deliverables" means the final creative outputs, assets, or materials produced by Embark as part of the Project.
• "Materials" means any content, data, images, copy, brand guidelines, or other assets provided by the Client for use in the Project.
• "Working Day" means Monday to Friday, excluding public holidays in Queensland, Australia.
• "Revision" means a change to work-in-progress Deliverables requested by the Client during an active feedback round.

Scope of Services

Embark provides strategic brand, creative, and digital services as outlined in each Proposal. Our services may include, but are not limited to:

• Brand strategy, positioning, and identity design
• Visual identity systems and brand guidelines
• Website design, development, and hosting
• Content creation, copywriting, and art direction
• Motion graphics and video production
• Digital marketing strategy and campaign execution
• Print design and production management

Any work outside the scope defined in the Proposal will be treated as additional scope and quoted separately before commencement. Embark reserves the right to engage subcontractors or specialist partners to deliver components of the Project, provided we remain accountable for the quality of all Deliverables.

Project Process

All projects follow a structured process designed to deliver the best outcomes. While each project is tailored to its specific requirements, our general approach includes:

1. Discovery and briefing session to align on objectives, audience, and success criteria
2. Strategic development and research phase, including competitive analysis where applicable
3. Creative concept presentation with rationale and strategic alignment
4. Iterative design development with structured feedback rounds as specified in the Proposal
5. Refinement and finalisation of approved concepts
6. Asset delivery, handover, and implementation support

The number of revision rounds included in each project phase is specified in the Proposal. Additional revisions beyond the included rounds will be quoted at our standard hourly rate. Feedback must be consolidated from a single point of contact within the Client's organisation to avoid conflicting direction.

Fees and Payment

All fees are quoted in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated. Our standard payment structure is as follows:

1. A non-refundable deposit of 50% of the total project fee is due upon acceptance of the Proposal to secure your project in our schedule
2. Progress payments may be invoiced at key milestones as outlined in the Proposal
3. The remaining balance is due upon delivery of final Deliverables, prior to release of source files
4. For retainer engagements, fees are invoiced monthly in advance on the first Working Day of each month

Payment is due within 14 days of invoice date. Overdue payments will incur interest at a rate of 2% per month on the outstanding balance. Embark reserves the right to pause or suspend work on any Project where invoices remain outstanding beyond 30 days.

Third-party costs such as stock imagery, fonts, printing, domain registration, hosting, and paid media spend are not included in project fees and will be quoted separately or passed through at cost.

Intellectual Property

Ownership of intellectual property created during a Project transitions through the following stages:

1. During the Project, all concepts, designs, and work-in-progress materials remain the intellectual property of Embark Agency
2. Upon full and final payment of all fees, intellectual property rights in the approved final Deliverables are assigned to the Client
3. Embark retains ownership of all rejected concepts, unused creative directions, and preliminary work not included in the final Deliverables
4. Embark retains the right to use Deliverables in our portfolio, case studies, award submissions, and marketing materials

Any pre-existing intellectual property, proprietary tools, frameworks, or methodologies used by Embark in the creation of Deliverables remain the property of Embark. The Client is granted a non-exclusive, perpetual licence to use these elements as part of the final Deliverables.

Third-party assets such as stock photography, licensed fonts, and open-source software are subject to their respective licence terms and are not owned by either party.

Confidentiality

Both parties agree to keep confidential any proprietary information, business strategies, trade secrets, or sensitive materials disclosed during the course of the Project. This obligation survives the termination or completion of the Project for a period of two years.

Confidential information does not include information that is publicly available, independently developed, or rightfully obtained from a third party without restriction. Embark may share relevant project details with subcontractors or specialist partners engaged to deliver components of the Project, provided they are bound by equivalent confidentiality obligations.

Client Responsibilities

To ensure the successful delivery of the Project, the Client agrees to:

• Provide all necessary Materials, content, brand assets, and access credentials in a timely manner
• Designate a single point of contact with authority to provide feedback and approve Deliverables
• Provide consolidated feedback within the timeframes specified in the Proposal, typically within 5 Working Days
• Ensure all Materials provided are owned by or properly licensed to the Client and do not infringe any third-party rights
• Review and approve Deliverables at each project milestone before work proceeds to the next phase
• Ensure timely payment in accordance with the agreed schedule

Delays caused by late provision of Materials, feedback, or approvals may result in revised timelines and, where significant, additional fees to accommodate rescheduling.

Limitation of Liability

Embark's total liability in connection with the Project is limited to the total fees paid by the Client for the specific Project giving rise to the claim. Embark is not liable for any indirect, consequential, or incidental damages, including loss of revenue, data, or business opportunities.

Embark does not guarantee specific business outcomes, sales figures, search engine rankings, or audience engagement metrics unless explicitly stated in the Proposal. While we apply our expertise and best practices to every project, results are influenced by factors beyond our control.

The Client is responsible for reviewing and approving all Deliverables before publication or production. Once approved, Embark is not liable for errors or omissions that were present in the approved materials.

Termination

Either party may terminate the Project by providing 14 days' written notice. In the event of termination:

• The Client will be invoiced for all work completed up to the date of termination, including any committed third-party costs
• The initial deposit is non-refundable and will be applied against work completed
• If work completed exceeds the deposit amount, the balance is due within 14 days
• Embark will provide all completed and approved Deliverables upon receipt of final payment
• Work-in-progress materials and rejected concepts remain the property of Embark

Embark reserves the right to terminate the Project immediately if the Client breaches these Terms, fails to make payment within 30 days of the due date, or engages in conduct that is abusive or threatening toward our team.

Governing Law

These Terms are governed by the laws of Queensland, Australia. Any dispute arising from or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of Queensland.

Before commencing formal proceedings, both parties agree to attempt resolution through good-faith negotiation. If a dispute cannot be resolved informally within 30 days, either party may refer the matter to mediation administered by the Resolution Institute before pursuing litigation.

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. These Terms, together with the accepted Proposal, constitute the entire agreement between the parties and supersede any prior discussions or representations.

For questions about these Terms, please contact us at hello@embarkagency.com.au.