Terms of Service

Introduction

The relevant proposal, estimate or quote and these terms of service form a contract between Ziba Agency Pty Ltd (ABN 66 663 580 434) and the Client.

These terms of service apply to the marketing, creative and other services described in a proposal, estimate or quote (Services). By signing or electronically accepting a proposal, estimate or quote, accepting it in writing (including by email), paying an invoice or deposit, or instructing to commence work, the Client acknowledges that it has read and understood these terms and agrees to be bound by them.

These terms of service apply together with the relevant proposal, estimate, quote or scope of works. They apply to the exclusion of any terms contained in a document provided by the Client unless Ziba agrees otherwise in writing.

Scope of Works and Variations

If the scope of works varies, the final cost increases beyond the assumptions outlined in the proposal, estimate or quote, or the project is delayed at any stage for six months or more, Ziba may review the fee proposal to reflect the revised scope, current costs and agency rates.
Any additional work requested, approved or directed by the Client in writing, including by email, will constitute a variation and will be charged at the current agency rate of $200 per hour plus GST unless otherwise agreed in writing.

Hourly rates may be reviewed annually. The Client will be given reasonable written notice of any increase. Any increase will not change a fixed fee already agreed for an active stage of work.

Client Responsibilities

The Client must provide timely access, instructions, content, feedback and approvals and ensure that information supplied to Ziba is accurate and complete. Project timeframes depend on the Client meeting agreed review and approval dates. The Client is also responsible for final proofing and approval of names, prices, claims, specifications, contact details, imagery and other content before publication, production or installation. Ziba will take reasonable care but is not responsible for delays outside its reasonable control and does not provide legal, planning, engineering or regulatory advice.

External Suppliers and Costs

Fees do not include GST or external supplier costs such as samples, prototypes, proofs, printing, signage, manufacturing, production, photography, videography, stock assets, domains, hosting, softwares, media spend or installation unless expressly stated. Where these services are required, Ziba will provide the supplier cost and applicable management fee in the proposal, estimate or a separate quote for approval. 
A 10% supplier management fee applies where Ziba sources, briefs, coordinates or manages an external supplier. This covers supplier sourcing, briefing, coordination, administration and quality oversight. The Client is responsible for supplier cancellation, amendment, rush or rework costs arising after approval or because of a Client change or delay.

Payment Terms

Our fees are broken down into stages and are invoiced progressively through the project. 50% of the project fee is required prior to the commencement of the first stage. The remaining amount will be invoiced as each stage is completed. 

Monthly services will be invoiced separately from the rest of the project and must be paid in full before the commencement of each month’s work. The Client’s first billing date will be communicated during onboarding and future invoices will be scheduled on the same date each month. On receipt of the first invoice, the Client must set up direct debit for future payments.

All invoices are due within 14 days of the issue date. Invoice queries must be received in writing within seven days of the invoice date. If an invoice is overdue, Ziba may pause work and withhold final assets until the overdue amount is paid, after giving the Client written notice.
Author Corrections and Revisions

Unless otherwise stated in the proposal, estimate or quote, the fee allows for two rounds of Client revisions and two meetings. A revision round means one consolidated set of feedback. Additional revisions, meetings or changes to approved work will be charged at the agency rate of $200 per hour plus GST.

Signage Permits and Construction

Unless expressly included in Ziba’s scope, all permits, approvals, engineering, site measurements, fabrication, installation, maintenance and removal required for signage, hoarding, wayfinding, wraps or other physical applications are the Client’s responsibility. Ziba can arrange supplier quotes or assist with applications where agreed, but the Client and its fabricator or installer remain responsible for confirming compliance, dimensions, materials and site requirements before production.

Intellectual Property

Ownership of all concepts, drawings, visuals and design applications, together with the copyright in them, remains with Ziba while shown for approval. They may not be reproduced, incorporated into artwork or otherwise implemented without Ziba’s written permission. The Client will own the final approved design for its intended purpose once all related invoices have been paid in full. Unused concepts, working files, templates and Ziba’s existing materials remain the property of Ziba. Third-party materials such as fonts, stock imagery, music and software remain subject to their applicable licence terms. Editable source files are not included unless expressly stated. The Client confirms it has the right to supply all content, trade marks, data and materials provided to Ziba and is responsible for third-party claims caused by those materials or the Client’s instructions.

Limitation of Liability

Ziba provides the services based on the Client’s instructions and the information supplied by the Client. Ziba will take reasonable care to reflect the agreed design intent; however, the Client is responsible for checking and approving the accuracy of all final work before publication, production or installation. To the extent permitted by law, Ziba is not liable for indirect or consequential loss, loss of profit or loss of opportunity, and Ziba’s total liability relating to the services is limited to the fees paid or payable for the affected services. Nothing in these terms excludes or limits any right or guarantee that cannot lawfully be excluded, including under the Australian Consumer Law.

Termination 

Either party may end Ziba’s engagement by advising the other party in writing. Unless the proposal, estimate or quote states a minimum term or different notice period, monthly services may be ended on 30 days’ written notice. If the engagement ends after approval to commence has been provided, the Client must pay Ziba for services performed up to the termination date, together with any approved external costs or non-cancellable commitments incurred on the Client’s behalf.

If the Client fails to pay an amount when due, Ziba may take reasonable action to recover it. The Client must pay any undisputed portion of an invoice by the due date.

Reasonable costs and expenses incurred by Ziba in recovering an overdue amount, including legal and collection costs, are payable by the Client.

Marketing and Third-Party Services

Marketing results depend on factors outside Ziba’s control and Ziba does not guarantee sales, enquiries, reach, rankings, platform approval or any other specific result unless expressly agreed in writing. Websites, advertising accounts, social and email platforms, domains, hosting and other third-party services remain subject to their own terms, availability and changes. Ziba is not responsible for a third-party outage, suspension or policy change except to the extent directly caused by Ziba’s breach of these terms.

General

Each party must keep the other party’s confidential information confidential and use it only for the engagement, except where disclosure is required by law or reasonably required to personnel, professional advisers or suppliers who are subject to confidentiality obligations.
Once the work has been made public, Ziba may use the final work for its portfolio, website, social media, promotional activities and competition entries, except where this conflicts with an agreed confidentiality obligation or embargo.

The Client acknowledges that the person who signs or otherwise accepts the proposal, estimate, quote or these terms on the Client’s behalf is authorised to do so.

Ziba may take instructions and obtain approvals from the Client’s nominated representative. This includes written instructions for additional work. The Client must notify Ziba if that representative’s authority changes.

Unless otherwise stated, a proposal, estimate or quote is valid for 30 days from the date of issue.