Last updated: 8th June, 2026

These Terms of Service (Terms) set out the basis on which Metamode Pty Ltd (ACN 644 256 851) as trustee for the Metamode Holdings Trust (ABN 66 422 436 403) (Metamode, we, us or our) provides design, development, branding, marketing and related services (Services) to its clients (Client, you or your).

These Terms apply to every engagement between us and you, whether on a retainer or a fixed-price (project) basis, unless we agree otherwise in writing. The specific commercial terms of your engagement — including the Services, scope, inclusions, fees and term — are set out separately in your Engagement Details (defined in clause 2).

1. About these Terms and acceptance

1.1 Acceptance

(a) You accept these Terms, and they become binding on you, on the earliest of when you:

(i) sign a Services Agreement, proposal, quote or order form that refers to or incorporates these Terms;

(ii) activate a Stripe subscription for the Services;

(iii) pay an invoice or deposit we issue for the Services; or

(iv) continue to instruct us, or accept the benefit of any Services, after becoming aware of these Terms.

(b) If you do not agree to these Terms, you must not instruct us or use the Services.

(c) If you accept these Terms on behalf of a company, trust or other entity, you warrant that you are authorised to bind that entity, and "you" includes that entity.

1.2 Priority of documents

If there is any inconsistency between these Terms and your Engagement Details, the Engagement Details prevail to the extent the inconsistency relates to the Services, scope, inclusions, fees, retainer hours or term of a specific engagement, and otherwise these Terms prevail.

1.3 Changes to these Terms

(a) We may update these Terms from time to time. For ongoing (retainer) engagements, we will give you at least 30 days' written notice of any material change, and the updated Terms will take effect from the next billing cycle after that notice period.

(b) If you do not agree to a material change, you may terminate the affected Services before the change takes effect, in accordance with clause 15.

(c) For new engagements and one-off project engagements, the version of these Terms in force when you accept them applies for that engagement. This clause 1.3 applies despite clause 19.4.

2. Engagement models and Engagement Details

2.1 Engagement Details

(a) Engagement Details means the specific commercial terms that apply to your engagement, as set out in one or more of:

(i) the Stripe subscription you activate (including the selected plan, the recurring fee, the billing date and any minimum term); and/or

(ii) a Services Agreement, proposal, statement of work, scope of work, order form or written quote provided by us and accepted by you.

(b) The Engagement Details record matters such as the Services to be provided, the inclusions and scope, the Fees, any retainer hours, the Minimum Term, and any deposit. Where these Terms refer to a matter being set out in the Engagement Details and that matter is not addressed there, the relevant provisions of these Terms apply.

2.2 Retainer engagements

(a) Under a retainer engagement, you retain access to our resource(s) for a fixed recurring fee, billed monthly in advance via a Stripe subscription, targeting the retainer hours set out in your Engagement Details.

(b) Retainer hours are a target average commitment, not a guaranteed minimum or maximum in any given month. Actual hours delivered may fluctuate due to holidays, leave, workload variations and unforeseen circumstances. Lower months are offset by higher months, averaged over the period stated in your Engagement Details.

(c) The monthly fee remains fixed regardless of the hours delivered in a given month. Months that moderately exceed the target hours incur no additional charge, unless the overage is repeatedly excessive, in which case the parties will renegotiate the engagement in good faith.

(d) Unless otherwise stated in your Engagement Details, Services are performed between 9:00am and 6:00pm AEST on weekdays, excluding public holidays in Queensland, Australia.

(e) If an assigned resource is unavailable for an extended period, we will provide reasonable backup coverage or substitution, subject to availability and your approval.

(f) Additional hours beyond the retainer, or work outside the agreed scope, may be charged at the hourly rate set out in your Engagement Details, subject to clause 4.2 (Changes to scope).

2.3 Project (fixed-price) engagements

(a) Under a project engagement, we provide a defined scope of work for a fixed or quoted price, as set out in your Engagement Details.

(b) Unless otherwise agreed in writing, project Fees are payable in accordance with the Engagement Details and clause 8.

(c) Changes to the agreed scope are dealt with under clause 4.2.

2.4 Paid advertising

Paid advertising services (and any associated ad spend) may form part of either a retainer or a project engagement. Unless otherwise agreed in writing, our Fees do not include third-party ad spend, which you are responsible for paying in addition to the Fees (see clause 5.3).

2.5 Commencement and payment condition

Despite any other provision of these Terms or your Engagement Details, we are not required to commence or continue providing any Services until the applicable Fees (including any upfront retainer, deposit or Stripe subscription payment) have been received in full in cleared funds. Any indicative start date is subject to this condition, and delivery timeframes begin from the date payment is received, not the date these Terms or any Services Agreement are signed.

3. Term

3.1 Retainer term

(a) A retainer engagement commences on the start date determined under clause 2.5 and continues for the minimum term set out in your Engagement Details (Minimum Term) and any Renewal Terms under clause 3.1(b), unless terminated earlier under clause 15 (the Term).

(b) On expiry of the Minimum Term, the engagement automatically renews for successive periods equal to the Minimum Term (each a Renewal Term) unless either party gives at least 30 days' written notice, before the end of the Minimum Term or the then-current Renewal Term, that the engagement will not renew.

(c) Unless otherwise stated in your Engagement Details, the Minimum Term is 30 days and the engagement is month-to-month, cancellable after the first month in accordance with these Terms.

3.2 Project term

A project engagement commences on the start date determined under clause 2.5 and continues until the Services are complete, unless terminated earlier under clause 15 (also the Term).

4. Services

4.1 Scope of Services

(a) In consideration for the payment of the Fees, we will provide you with the Services set out in your Engagement Details.

(b) Unless otherwise agreed, we may, in our discretion:

(i) not commence work on any Services until you have paid any Fees or deposit payable in respect of those Services; and

(ii) withhold delivery of Services until you have paid the invoice in respect of those Services.

(c) Any time frame agreed for the performance of the Services is indicative only and subject to change on notice by us.

4.2 Changes to scope

(a) You must pay a 'change in scope fee', in an amount reasonably determined by us (Change Fee), for changes you request which alter the scope set out in your Engagement Details and require us to perform additional work or incur additional costs (Changes).

(b) We may in our discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.

(c) We will only be required to perform the Changes if:

(i) we agree in writing to perform the Changes;

(ii) you confirm in writing that you wish for us to proceed with the Changes and the relevant Change Fee; and

(iii) you agree to pay the Change Fee.

(d) These Terms will apply to any Services that are the subject of a Change without these Terms needing to be accepted again.

4.3 Security

We will use our best efforts to ensure that your website, application or other information or data (Client Data) is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

4.4 Disclaimer

You acknowledge and agree that:

(a) all advice, strategies, content, and deliverables provided by us as part of the Services represent our professional opinion only, based on our experience, expertise, and understanding of industry best practices at the time of delivery. We do not warrant that any recommendation or deliverable will produce a specific outcome or result;

(b) while we endeavour to deliver high-performing outcomes in SEO, digital marketing, web development, and AI-assisted services, you acknowledge that:

(i) search engine algorithms, advertising platforms (including but not limited to Google, Meta, LinkedIn, TikTok, and others), and digital ecosystems are subject to frequent and unpredictable changes;

(ii) we cannot and do not guarantee specific results, including but not limited to website rankings, visibility, user traffic, engagement, click-through rates, conversions, or revenue;

(iii) SEO and digital marketing outcomes are inherently influenced by external factors outside our control, including your website performance and content quality, competitor behaviour, changes to algorithms, and market conditions;

(iv) we will not be held liable for any negative impacts, including but not limited to drops in ranking, deindexing, reduction in ad performance, or penalties imposed by search engines or third-party platforms;

(v) any use of artificial intelligence (AI) tools or third-party automation platforms in the delivery of Services is subject to their respective limitations, biases, and evolving legal and ethical standards. We make no guarantees regarding the accuracy, legality, or suitability of AI-generated content or outputs, and you accept sole responsibility for reviewing and approving all outputs prior to publication or use;

(c) all Services are provided "as is" and at your own risk. You are solely responsible for determining the suitability of the Services for your business needs and for any decisions or actions taken as a result of reliance on the Services; and

(d) it is your sole responsibility to ensure ongoing compliance with all applicable laws and regulations relevant to your business operations, including but not limited to consumer law, privacy law, advertising standards, and industrial relations obligations. We are not a legal adviser and do not provide legal or regulatory compliance services unless explicitly stated in writing.

5. Specific Services

The following provisions apply to the corresponding Services where your Engagement Details state that those Services are included, unless otherwise agreed in writing.

5.1 Product design, brand and web design & development

(a) Product Design (UI/UX). We will use reasonable commercial efforts to deliver product and interface designs in accordance with modern usability and accessibility standards, based on the scope and specifications agreed with you. We make no representation that the final designs will guarantee any particular user engagement metrics, conversion rates, or behavioural outcomes. You remain solely responsible for ensuring any user flows or features proposed in the design meet technical, regulatory, and functional requirements.

(b) Brand & Marketing Design. We will provide brand identity design services (including logo design, visual identity systems, and brand guidelines) and marketing design assets (such as campaign graphics, social templates, and digital collateral) in accordance with the agreed scope. We will present a reasonable number of initial design concepts and allow for limited revision rounds as specified in your Engagement Details or project scope. Final brand assets will be delivered in industry-standard formats. We make no guarantee that branding outcomes will result in increased market share, customer acquisition, or revenue performance.

(c) Web Design & Development. We reserve the right to determine the appropriate development stack, CMS, platform, or framework for delivery unless explicitly specified by you and agreed by us. Unless otherwise agreed, we are not responsible for supplying content (text, images, media) or copywriting for the website; where applicable, content must be provided by you in suitable formats. We test all websites for responsiveness and compatibility on current versions of major browsers (Chrome, Safari, Firefox, and Edge) and mobile devices (iOS and Android); compatibility with outdated browsers or devices is not guaranteed unless specified in writing. If we are required to purchase domains, plugins, fonts, or other licensed tools on your behalf, you agree to reimburse those costs, and ownership/access may be withheld until final payment is received. We do not warrant that any website delivered will be error-free, future-proof to all platform updates, or immune from third-party vulnerabilities, but will use reasonable care and skill to follow current development best practices.

(d) You acknowledge that ongoing site performance, SEO results, or eCommerce outcomes depend on hosting quality, third-party integrations, content strategy, and other external factors not controlled by us.

(e) In all cases, you must cooperate in good faith by providing timely approvals, materials, access, and feedback as reasonably requested by us. Delays in doing so may impact timelines and outcomes, for which we will not be liable.

5.2 SEO Services

(a) You must provide us with appropriate access to your website, as well as to your Google Ads account, Google Search Console, and Google Business Profile. We must be able to sign in or be added as an administrator or user with the necessary permissions to perform the SEO Services.

(b) We make no promise or guarantee regarding the effectiveness of any SEO Services. We only endeavour to use our professional skills to deliver an incremental improvement to your website traffic.

(c) You acknowledge and agree that the effectiveness of the SEO Services may be affected by circumstances outside our control, including:

(i) changes to search engine algorithms or policies (including those of Google, Safari, and others);

(ii) changes or limitations to your connected accounts (e.g. Google Ads, Search Console, or Business Profile) imposed by third parties;

(iii) changes to your account occasioned by a party other than us; and

(iv) the platform used by us to perform the SEO Services changing its functionality,

and we will not be liable for any loss or damage suffered by you arising from any such circumstances.

5.3 Paid Advertising

If your Engagement Details state that the Services include cost-per-click advertising services such as Google Ads, Instagram, YouTube and Facebook Ads, or sales funnels, nurture emails or the design of landing pages (Paid Advertising), you acknowledge and agree that (unless otherwise agreed in writing):

(a) we make no promise or guarantee regarding the effectiveness of any Paid Advertising, including as to conversion rates, but instead by using our professional skills aim to deliver an incremental improvement of your results;

(b) the effectiveness of the Paid Advertising may be affected by circumstances outside our control including:

(i) your account used by us to perform the Paid Advertising being cancelled or disabled on a temporary or permanent basis;

(ii) the platform used by us to perform the Paid Advertising changing its functionality; or

(iii) fluctuations in market responsiveness and need for your products or services,

and we will not be liable for any loss or damage suffered by you arising from such circumstances;

(c) unless otherwise agreed in writing, the Fees do not include Paid Advertising ad spend amounts or our service fees to perform the Paid Advertising services (collectively, Paid Advertising Fees). You will be responsible for paying these fees in addition to the Fees, along with any deposit set out in your Engagement Details;

(d) if we use our own account to provide Paid Advertising services, the account will be owned and operated by us (Metamode Ad Account), we will own all Intellectual Property Rights in the information, data and other material in the Metamode Ad Account, and you will have no rights to access, operate or use the Metamode Ad Account at any time, including after the Term; and

(e) if we use your Paid Advertising account (Client Ad Account) to provide the Paid Advertising services, then after the relevant Term we will not access the Client Ad Account and you are provided access to the Client Ad Account.

5.4 Website design services

If your Engagement Details state that the Services include web development services, including building or customising websites (Website Design), the following apply unless otherwise agreed:

(a) we will provide end-to-end website design and development services, including content creation (copy and media), visual design, and technical development, in accordance with the agreed project scope;

(b) we reserve the right to determine the most appropriate technology stack, platform (e.g. CMS), or programming language(s) used to deliver the Website Design services;

(c) while we generally provide all visual design and graphic assets, we may incorporate client-supplied assets (including brand elements, images, or copy) where appropriate. In such cases, you must provide all supplied materials in suitable formats (e.g. high-resolution, editable vector files or properly formatted text), and warrant that you hold all necessary rights to use those materials;

(d) if we agree to register a domain or manage domain-related services on your behalf, we may invoice you for associated costs. Domain registration and account access may be retained by us until final payment is received. We accept no responsibility for delays or disruptions arising from domain disputes, expired domains, or domain registrar issues beyond our control;

(e) all websites will be tested for functionality and display on current versions of the following desktop browsers: Apple Safari, Google Chrome, Microsoft Edge, and Mozilla Firefox;

(f) mobile responsiveness will be tested on current versions of iOS Safari and Google Chrome on Android phones. Compatibility with outdated or unlisted browsers or devices is not guaranteed unless specifically requested and agreed in writing; and

(g) you must actively cooperate with us in the delivery of the Website Design services, including by providing timely approvals, feedback, and necessary access credentials. Delays in cooperation may affect timelines and outcomes, for which we will not be liable.

5.5 Social media marketing services

(a) If your Engagement Details state that the Services include social media marketing, we will manage the social media accounts nominated in your Engagement Details, provided that you give us all relevant usernames and passwords.

(b) Our performance of the social media marketing services may be affected by circumstances outside our control including:

(i) your account used by us being hacked, cancelled or disabled on a temporary or permanent basis; and

(ii) the social media platform changing its functionality,

and we will not be liable for any loss or damage suffered by you arising from such circumstances.

5.6 Hosted services

If your Engagement Details state that the Services include hosting-related services or delivery via third-party no-code platforms (Hosted Services), the following apply unless otherwise specifically agreed in writing:

(a) Third-Party Platforms. We typically use third-party no-code platforms such as Framer, Webflow, or similar services to build and host websites and related digital assets. You acknowledge that these services are externally managed and operated by their respective providers, and we have no control over their uptime, features, limitations, or policies.

(b) Hosting Location & Infrastructure. You acknowledge that data may be stored on servers located outside Australia, in accordance with the policies and infrastructure of the chosen platform (e.g. Webflow or Framer). We do not operate or control the physical infrastructure on which your site is hosted.

(c) Service Quality & Platform Limitations. While we use commercially reasonable efforts to choose reliable no-code platforms, we make no guarantees regarding uninterrupted access, speed or availability of the Hosted Services; performance or feature availability on the third-party platform; or platform decisions that may affect functionality or service delivery (e.g. deprecated features, downtime, or platform limitations).

(d) Backups & Disaster Recovery. We do not manage or operate any independent backup or disaster recovery process for sites hosted via third-party platforms. You acknowledge that any backup functionality is dependent on the platform itself. We disclaim any liability for data loss, service interruptions, or recovery failures resulting from platform issues or lack of local backups.

(e) Troubleshooting & Support. Hosted Services do not include platform-level technical support, issue resolution caused by third-party outages, or data recovery efforts. Where troubleshooting is requested or required, additional fees may apply and will be quoted separately.

5.7 Graphic design

If we are required to use content, graphics or other material belonging to a third party as part of a graphic design, you must acquire a licence to use such designs, whether for a fee or otherwise, and you indemnify us in relation to any loss or damage that may arise in connection with a breach of this clause.

5.8 Photography and/or videography

If your Engagement Details state that the Services include photography and/or videography (Photography and/or Videography), you acknowledge and agree that:

(a) you must only use any Photography and/or Videography deliverables for the purpose and/or project specified in your Engagement Details and will not allow or encourage a third party to use any such deliverables;

(b) you must obtain any necessary consent or permission and pay any fees which may apply for us to photograph or shoot video at a particular venue, location or event;

(c) you must obtain any necessary consent or permission and pay any fees which may apply to the hire of any talent (such as models or actors);

(d) while we take all reasonable care, we will not be liable for any loss or damage except for the return of any deposit paid, should a failure occur in any of the equipment used or due to illness of the photographer(s) or person(s) employed or engaged by us;

(e) you will not alter or manipulate any Photography and/or Videography without our written permission;

(f) the Intellectual Property Rights in the photographs and video will be determined in accordance with clause 11.2;

(g) all Photography and/or Videography will be delivered via an electronic download link (JPEG for photos, MP4 for video), on an as-is basis, and we are not obliged to provide it in an alternate form or resolution; and

(h) the parties will agree a suitable time, date and location for the Services. If the agreed Service is cancelled (Service Cancellation) less than 48 hours before the scheduled time, you must pay additional Fees for the rescheduled Service in accordance with clause 4.2.

5.9 Influencers

If the Services include us engaging social media influencers or similar public figures (Influencers) on your behalf, you acknowledge and agree that:

(a) any Influencer engagement is directly between you and the Influencer;

(b) you are required to pay the Influencer's fees;

(c) we are not responsible for, and will not be liable for, any loss or damage suffered by you arising from the Influencer's failure to perform; any aspect of the Influencer performing services for you (including any negative press or bad reviews); and any damage suffered by the Influencer in connection with performing their services.

6. Third party terms and conditions

(a) If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (Third Party Terms).

(b) Provided that we have notified you of such Third Party Terms and provided you with a copy, you agree to any Third Party Terms applicable to goods or services that you or we acquire as part of providing the Services, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

7. Client obligations

7.1 Provide information

(a) You must provide us with all documentation, materials, access, and assistance reasonably required by us to perform the Services in a timely manner.

(b) You must provide feedback on all deliverables (including mock-ups, designs, or content) within five (5) business days of receipt or within such other period as agreed in writing. If feedback is not provided within this timeframe, the deliverable will be deemed accepted for workflow purposes, and we may proceed to the next task or stage of work.

(c) Where Services are provided under a retainer or design subscription model:

(i) we will provide a review period of three (3) business days following delivery of any design work. If no feedback or revision requests are received within this period, the work will be considered accepted solely for the purpose of progressing the workflow;

(ii) this procedural acceptance does not prevent you from requesting further iterations later. We will continue to accommodate reasonable refinements; however, ongoing iterations will not delay the commencement of subsequent tasks or affect the billing cycle; and

(iii) you are encouraged to provide timely feedback to maintain project momentum.

(d) You warrant that all information and materials you provide (including brand assets, login credentials, copy, specifications, company data, marketing materials, and commercial or financial information) are complete, accurate, up-to-date, and compliant with all applicable laws and regulations.

(e) You release us from any liability for loss or damage arising in connection with the Services, to the extent such loss or damage is caused or contributed to by your failure to provide complete or accurate information or feedback.

7.2 Access

You agree to provide us with access to:

(a) your website, hosting environment, or CMS;

(b) your Paid Advertising accounts (e.g. Meta Ads, Google Ads);

(c) your business accounts and tools (e.g. Google Analytics, Google Search Console, Google Business Profile);

(d) your premises and personnel (only if expressly required and agreed); and

(e) any other third-party platforms or accounts used by you, including login credentials or administrative permissions.

Access must be provided promptly to avoid delays. We are not liable for any failure or delay in Services where access is not granted or is revoked.

7.3 Client materials

(a) You warrant that all information, documentation and other material you provide to us for the purpose of receiving the Services is complete, accurate and up-to-date.

(b) You acknowledge that we will rely on the accuracy of any plans, specifications and other information you provide.

(c) You release us from all liability in relation to any loss or damage that may arise in connection with the Services, to the extent it is caused or contributed to by information, documentation or other material provided by you being incomplete, inaccurate or out-of-date.

7.4 Compliance with laws

You agree that, by receiving or requesting the Services, you will not: (a) breach any applicable laws, rules and regulations (including any applicable privacy laws); or (b) infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.

7.5 Insurance

(a) You acknowledge that you are responsible for insuring yourself against your risks under and in connection with these Terms.

(b) You must effect and maintain adequate insurance to cover your risks and liabilities under these Terms and any activities undertaken by you in connection with these Terms, including marketing campaigns, and including (as applicable) business insurance, professional indemnity insurance, errors and omissions insurance and public liability insurance.

8. Payment

8.1 Fees

(a) You must pay the fees (Fees) in the amounts, and in accordance with the payment terms, set out in your Engagement Details.

(b) To the maximum extent permitted under the Competition and Consumer Act 2010 (Cth), any Fees paid in accordance with these Terms are non-refundable.

8.2 Invoices

We will issue a valid tax invoice for payment of the Fees. You must pay the Fees in accordance with the remittance method set out in the invoice. The Fees become due and payable in accordance with the invoice regardless of whether you have approved any particular concepts or designs scheduled for approval at that time.

8.3 Direct debit and recurring payments

Where Fees are paid by direct debit or recurring card payment (including via Stripe), you:

(a) Authorisation. authorise us and our nominated third-party payment provider (Payment Provider), including but not limited to Stripe, to debit the Fees and any other amounts payable under these Terms from your nominated account or card, on a recurring basis in accordance with the agreed billing cycle;

(b) Third-Party Terms. agree to complete and comply with any direct debit request or authorisation form and/or payment agreement issued by the Payment Provider. The terms of the Payment Provider's direct debit agreement apply in addition to these Terms;

(c) Payment Responsibility. must ensure that sufficient funds are available in the nominated account at the time each debit is due. You are responsible for any fees or charges imposed by the Payment Provider or your financial institution in the event of failed or rejected transactions;

(d) Additional Charges. acknowledge that missed, failed, or late payments may result in additional charges or dishonour fees from the Payment Provider, and that we are not liable for any such charges; and

(e) Scope. acknowledge that this clause applies to all recurring payment arrangements facilitated via Stripe or other authorised Payment Providers, whether by credit card, debit card, or direct debit from a bank account.

8.4 Late payment

If you do not pay an amount due under these Terms on or before the date it is due:

(a) we may immediately suspend provision of the Services;

(b) we may seek to recover the amount due by referring the matter to a collection agency;

(c) without limiting any of our other rights, you must pay us interest at the rate of 10% per annum on each amount outstanding, accruing daily and compounding monthly, from the due date for payment to the date payment is received by us; and

(d) you must reimburse us for any costs we incur, including any legal costs, in connection with recovering the amount due or enforcing any of our rights under these Terms.

8.5 Expenses

Unless otherwise agreed: (a) you will bear all computer storage, media and related expenses reasonably incurred by us in connection with your Engagement Details; and (b) any third-party costs incurred by us in performing the Services may be billed to you, unless specifically otherwise provided for in your Engagement Details.

8.6 GST

Unless otherwise indicated, amounts stated in your Engagement Details do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

8.7 Card surcharges

We reserve the right to charge credit card surcharges where payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).

8.8 Fee increases

(a) For Services billed on a month-to-month or subscription basis (including but not limited to retainer Services and website maintenance plans), we may vary the Fees from time to time to reflect changes in business operations, service delivery costs, or broader market conditions (including changes in the Consumer Price Index (CPI)).

(b) We will provide you with at least 30 days' written notice of any price increase. The updated Fees will take effect from the next billing cycle following the expiry of that notice period.

(c) If you do not agree to the updated Fees, you may terminate the applicable Services by providing written notice before the price change takes effect, in accordance with any applicable termination notice period.

(d) This clause does not apply to Fees agreed in writing for a fixed term or fixed-scope project Services, which remain unchanged during the agreed term unless otherwise agreed in writing.

9. Accreditations and publicity

Unless otherwise agreed in writing:

(a) all displays or publications of any deliverables provided to you as part of the Services (Deliverables) must bear an accreditation and/or a copyright notice including our name in the form, size and location as directed by us;

(b) you must not, during or after the Term, remove the accreditation to us;

(c) we retain the right to describe the Services and reproduce, publish and display the Deliverables in our portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses; and

(d) in connection with such uses, we may exercise such rights after termination of these Terms (and even if you are no longer a client); be credited with authorship of the Services and Deliverables; and refer to you, and use your name, logos and other branding (acting reasonably, and without holding ourselves out as acting on your behalf).

10. Confidentiality, restraint, privacy and data

10.1 Confidentiality

(a) Except as contemplated by these Terms or your Engagement Details, a party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any Confidential Information disclosed to it by the other party without the other party's prior written consent.

(b) This clause does not apply to: (i) information generally available to the public (other than as a result of a breach); (ii) information required to be disclosed by law; or (iii) information disclosed by us to our subcontractors, outsourced workers, employees, cloud storage providers or agents for the purposes of performing the Services or our obligations under these Terms.

(c) Confidential Information means information of or provided by a party to the other party under or in connection with these Terms or your Engagement Details that is by its nature confidential, is designated as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.

(d) For you only, Confidential Information also includes your Engagement Details and the Fees. For clarity, these Terms (as published by us) are not Confidential Information.

10.2 Restraint

For the duration of the Term and for 1 year thereafter, you must not employ or engage (or be knowingly involved in another employing or engaging) any officers or employees of ours with whom you had contact during the course of your Engagement Details.

10.3 Privacy

(a) The parties agree to comply with: (i) if applicable, their respective obligations under the Privacy Act 1988 (Cth); and (ii) our privacy policy, in force from time to time.

(b) We will keep you informed of any changes to our privacy policy during the Term.

10.4 Third party data

(a) You warrant, in relation to the personal information and all other data that you provide to us in connection with these Terms (Third Party Data), that: (i) you have all necessary rights in relation to the Third Party Data such that the Services can be performed in respect of that data; (ii) you are not breaching any law by providing us with the Third Party Data; (iii) we will not breach any law by performing the Services in relation to any Third Party Data; (iv) there are no restrictions on the use of the Third Party Data (including by any Third Party Terms) and, if there are, you have notified us and we have agreed to perform the Services in respect of that data (being under no obligation to do so); and (v) we will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.

(b) You agree at all times to indemnify and hold harmless us and our officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to by a breach of a warranty in clause 10.4(a).

11. Intellectual property

11.1 Client content

You grant to us (and our subcontractors, employees or agents) a non-exclusive, royalty-free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any Services. You: (a) warrant that our use of Client Content as contemplated by your Engagement Details will not infringe any third-party Intellectual Property Rights; and (b) will indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

11.2 Metamode developed IP

(a) Unless otherwise agreed in writing, all Intellectual Property Rights in the Deliverables and any Developed IP created specifically for you under these Terms will vest in you on and from the date of creation, subject to payment of all Fees due.

(b) We retain ownership of any pre-existing or underlying materials, templates, libraries, code snippets, frameworks, design systems, methodologies, know-how, and other tools used or developed independently of the Services (Metamode Background IP). To the extent any Metamode Background IP is incorporated into the Deliverables, we grant you a non-exclusive, royalty-free, worldwide, and perpetual licence to use it solely as part of the Deliverables.

(c) We may use copies or extracts of the Deliverables for internal training, portfolio, and promotional purposes, provided that any confidential or proprietary information of yours is not disclosed.

11.3 Developed IP Fee

Where agreed in writing, a Developed IP Fee may apply. Unless otherwise stated in your Engagement Details, the Developed IP Fee is deemed to be $0.

11.4 Font licensing

(a) Where any project or Deliverable incorporates fonts that require a separate commercial licence for legal reproduction, public display, distribution or embedding (Third-Party Fonts), we will inform you in writing.

(b) Unless otherwise agreed, you are solely responsible for purchasing and maintaining the appropriate licences for any Third-Party Fonts incorporated into the Services or Deliverables. Font licensing fees are not included in the base service fee or Developed IP Fee.

(c) We may provide guidance on suitable licensing options, but you assume full responsibility for obtaining such licences and for any consequences arising from failure to do so.

11.5 Definitions

For the purposes of this clause 11:

(a) Client Content means any documents or materials supplied by you to us under or in connection with these Terms or your Engagement Details, including any Intellectual Property Rights attaching to those materials.

(b) Developed IP means any materials created by us specifically for you in the course of providing Services or Deliverables, including product designs, documentation, reports, data, designs, concepts, and any Intellectual Property Rights attaching to those materials.

(c) Metamode IP means all materials owned or licensed by us that are not Developed IP, and any Intellectual Property Rights attaching to those materials, including any Metamode Background IP.

(d) Metamode Background IP means all Intellectual Property Rights owned by or licensed to us that were created or developed by us independently of these Terms and not specifically for you; that are developed or created by us during the course of an engagement but are not uniquely created for you or are of general applicability (including tools, templates, design systems, frameworks, UI libraries, code snippets, components, or methodologies); or that relate to our internal processes, workflows, know-how, branding, documentation, training materials, or proprietary systems. It does not include Client Content or Developed IP specifically created for you and assigned under these Terms.

(e) Intellectual Property Rights means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after acceptance of these Terms.

12. Subcontracting

We may subcontract the provision of the Services. We will be responsible for the acts or omissions of our subcontractors as if they were our own acts or omissions.

13. Warranties

(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

(b) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (such as a refund, replacement or repair) if there is a failure with the goods or services provided.

14. Limitation of liability

14.1 Liability

(a) To the maximum extent permitted by law and subject to clause 14.1(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms is limited to the amount paid by you to us under the relevant engagement in the 3 months preceding the date of the event giving rise to the relevant liability (or, for a fixed-price project engagement, the total Fees paid for that engagement).

(b) Clause 14.1(a) does not apply to your liability in respect of loss or damage sustained by us arising from your breach of clauses 4, 5, 6, 7, 10 and 11.

14.2 Consequential loss

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except: (a) in relation to a party's liability for fraud, personal injury, death or loss or damage to tangible property; or (b) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

15. Termination

15.1 Termination – retainer Services

(a) This clause applies where we are providing retainer Services to you.

(b) We may terminate the engagement at any time by providing 14 days' written notice to you. The date of termination will be the date that is 14 days from the date of the notice.

(c) If the date of termination is before the Minimum Term has ended, you must pay a cancellation fee equal to 50% of the Fees for the time remaining in the Minimum Term, unless your Engagement Details state otherwise.

15.2 Termination – project Services

(a) This clause applies where we are providing project Services to you.

(b) Either party may terminate the engagement at any time by providing 14 days' written notice to the other party. The date of termination will be the date that is 14 days from the date of the notice.

15.3 Termination rights

(a) Either party (Non-Defaulting Party) may terminate the engagement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party: (i) is in breach of these Terms and either (A) fails to remedy such breach within 14 days of receiving notice requiring it to do so, or (B) that breach is not capable of remedy; or (ii) ceases, suspends or threatens to cease or suspend to conduct its business. The date of termination will be the date that notice is given.

15.4 Accrued rights and liabilities

The expiration or termination of an engagement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach occurring prior to expiration or termination.

15.5 Consequences of expiration or termination

Upon expiration or termination of an engagement:

(a) you will pay any outstanding Fees for Services provided (or that would have been provided but for the termination notice) up to the date of termination;

(b) you must pay all amounts owed for Services already provided as at the date of termination;

(c) each party must return all property of the other party to that other party;

(d) you must immediately cease using all Developed IP and Metamode IP, unless otherwise agreed in accordance with clause 11.2; and

(e) each party must immediately return to the other party, or (if requested) destroy, any documents in its possession or control containing Confidential Information of the other party.

15.6 Survival

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of an engagement will survive and be enforceable after such termination or expiry.

16. Dispute resolution

(a) The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with these Terms prior to commencing any proceedings.

(b) The parties acknowledge that compliance with this clause 16 is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise, except: (i) in the case of applications for urgent interlocutory relief; or (ii) a breach by another party of this clause.

17. Notices

(a) A notice or other communication to a party under these Terms must be in writing and in English, and delivered via email to the other party's email address (Email Address). Our Email Address for notices is [insert notices email]. If no email address is specified, the Email Address is the one most regularly used by the parties to correspond regarding the subject matter as at the date of the engagement. A party may update its Email Address by notice to the other party.

(b) Unless the sender knows or reasonably ought to suspect that an email was not delivered, notice will be taken to be given: (i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or public holiday in Queensland, in which case on the next business day; or (ii) when replied to by the other party, whichever is earlier.

18. Force majeure

(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under these Terms (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give the other party prompt written notice of reasonable details of the Force Majeure Event and, so far as known, the probable extent to which the Affected Party will be unable to perform or be delayed.

(b) Subject to compliance with clause 18(a), the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

(c) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.

(d) A Force Majeure Event means any: (i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire; (ii) strikes or other industrial action outside the control of the Affected Party; (iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; or (iv) decision of a government authority in relation to a pandemic (including COVID-19) beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party's ability to perform its obligations.

19. General

19.1 Governing law

These Terms are governed by the law applying in Queensland, Australia.

19.2 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms, and irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

19.3 Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior consent of the other party (such consent not to be unreasonably withheld).

19.4 Amendments

Subject to clause 1.3, the terms of a specific engagement may only be amended by a document signed by, or written agreement (including by email) between, each party.

19.5 Waiver

No party may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

19.6 Further acts and documents

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to these Terms.

19.7 Entire agreement

These Terms, together with your Engagement Details, embody the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter.

19.8 Interpretation

(a) words in the singular include the plural (and vice versa);

(b) words indicating a gender include the corresponding words of any other gender;

(c) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(d) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(e) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, any substituted or additional trustee;

(f) a reference to a clause is a reference to a clause of these Terms;

(g) headings and words in bold type are for convenience only and do not affect interpretation;

(h) the word "includes" and similar words in any form is not a word of limitation; and

(i) no provision of these Terms will be interpreted adversely to a party because that party was responsible for the preparation of these Terms or that provision.