Terms of Service

1. OVERVIEW

1.1 This Services Agreement is between the Service Provider and the Client.

1.2 The Service Provider provides a range of design studio services including website design, website development, brand design, graphic design, video editing, product design, and the Client wishes to enter into an agreement for these services and as specifically set out in the Proposal.

1.3 This Services Agreement consists of these General Terms & Conditions (T&Cs) and the Proposal along with any subsequent Proposal between the parties from time to time (Agreement).

1.4 The Proposal contains the specific information that is relevant to the Service Provider’s unique arrangement with the Client, and is designed to be read alongside the T&Cs.

1.5 If there is any inconsistency between the T&Cs and the Proposal, the content of the Proposal will prevail to the extent of the inconsistency. Subject to the nature of the Services being provided, additional Special Conditions may apply as set out in the Proposal.

1.6 Any variation to the Proposal must be mutually agreed upon in writing.

1.7 The Agreement will start on the Commencement Date and continue for the Term, unless terminated prior to that date in accordance with these Terms.

2. CLIENT RIGHTS AND OBLIGATIONS

2.1 The Client acknowledges that they:

1. have full power, capacity and authority to enter into and perform their obligations under the Agreement;
2. have read and understood the T&Cs and the Proposal prior to signing the Agreement;

1. are solely responsible for determining whether the Services are appropriate for them; and
2. have sought professional and/or legal advice should they require clarification on any aspect of the Agreement.

2.2 The Client further acknowledges, agrees and accepts that they will:

1. provide all necessary and accurate Client Information, documentation, and data relevant to the project in a timely manner as set out in this Agreement;
2. promptly review and provide feedback on deliverables and will approve or request revisions within the agreed-upon timeframe as set out in this Agreement;
3. ensure the availability of any required materials, items, or resources necessary for the successful execution of the Services;
4. will make timely decisions on design choices, selections, and other relevant matters to prevent delays in the project;
5. ensure payments of Fees will be made on time and as set out in this Agreement;
6. maintain open and effective communication with the Service Provider, promptly addressing any questions, concerns, or requests for information;

g) facilitate the timely completion of the Services by adhering to the Key Dates set out in the Proposal

1. fulfill any obligations related to third-party agreements or services that are integral to the progress of the Services; and
2. respect the Service Provider's intellectual property rights and agree to use the Final Content for the Agreed Purpose as set out in this Agreement.

2.3 The Client will also furnish the Service Provider with essential password access to any designated accounts, exclusively for the purpose of carrying out the agreed-upon services. The Client retains the privilege to modify or withdraw password access at their discretion. The Client acknowledges and agrees that any resultant impact on the Services due to changes in password access will not be attributed to the responsibility of the Service Provider. Prompt notification of changes to password access is the responsibility of the Client.

3. SERVICE PROVIDER OBLIGATIONS

3.1 Service Standards and Professional Conduct

The Service Provider shall always conduct themselves in a professional manner while providing the Services. This includes being punctual, respectful of the Client’s rights and providing the Services to a reasonable standard and of a reasonable quality consistent with industry best practices, and the Service Provider will actively engage in quality assurance processes to monitor and enhance service delivery.

3.2 Schedule and Key Dates

1. The Service Provider agrees to perform the Services and provide the Services, Deliverables and Final Content to the best of the Service Provider ability and in accordance with the Key Dates as set out in the Proposal
2. If Services outside the scope are required, these will be quoted separately at the Service Provider’s Hourly Rate.

3.3 Use of AI Tools

1. The Service Provider may use AI Tools to assist in delivering the Services. The Service Provider must not submit Client Materials or Confidential Information to any external AI Tool unless:
   1. the Client gives prior written consent; or
   2. the information has been anonymised or aggregated so it can no longer reasonably identify the Client or its customers.
2. Any AI Output incorporated into the Deliverables will be treated as part of the Deliverables for all purposes of this Agreement.

3.4 Graphic Design Services

Where Graphic Design Services are provided, the Service Provider’s obligations are as set out below:

Scope:

1. perform graphic design work in accordance with the terms and conditions set forth in the Proposal; and
2. execute the design projects, incorporating the creative elements and design concepts as outlined in the Proposal.

Limitations:

1. Revisions and Alterations
   1. The Proposal specifies the number of design revisions included. If any additional revisions beyond this limit are requested by the Client, they may incur additional charges.
   2. Any changes requested by the Client that significantly alter the original design concept may incur additional charges.
2. Content and Assets
   1. The Service Provider’s scope is limited to creating and incorporating design elements, such as graphics, layout and visual assets, based on the Client’s input and requirements. The Service Provider is not responsible for generating written or textual content, including copywriting, unless explicitly specified in the Proposal.
   2. Service Provider is not responsible for any delays in project completion due to late or incomplete content submissions by the Client.
3. Print and Production
   1. Clarification that printing or production services (e.g., printing brochures, banners, etc.) are not included unless specified in the Proposal.
   2. If printing services are required, additional costs and timelines may apply.
4. Stock Images and Fonts
   1. The use of stock images, fonts, or other design elements not created by the Service Provider. Any associated licensing or purchase costs are the responsibility of the client.
5. Third-Party Services
   1. Any third-party services or software required for specific design needs (e.g., software licenses, photo retouching services) are not included unless expressly mentioned in the Proposal.
6. Project Timelines
   1. Client responsibilities in adhering to project timelines and deadlines.
   2. Delays caused by Client feedback or approval processes may impact project delivery schedules.
7. Raw files
   1. Raw files, such as source files (PSD, AI files etc), are considered out of the standard scope of services provided by the Service Provider. Service Provider may, at their discretion, chose to provide these raw files to the Client. Should the Service Provider agree to provide raw files, this will incur additional charges, which will be clearly communicated to the Client. The Client agrees to pay these additional charges as specified by the Service Provider prior to any such raw files being supplied to the Client.
8. Modification to Raw files
   1. In the event that the Service Provider agrees to provide raw files to the Client, the Service Provider is not responsible for any issues or errors that may arise from the Client’s modifications to the raw files. If the Client requires the Service Provider to correct problems caused by such modifications, this service will be provided to the Client at an additional cost. The Client accepts full responsibility for any changes made to the raw files after delivery and agrees not to hold the Service Provider responsible for any complications that result from these changes

3.5 Web Design and Build Services

Where Web Design and Build Services are provided, the Service Providers obligations are as set out below:

Scope:

1. Strategic Planning: Develop a user-focused and responsive web design that aligns with the client's goals and audience;
2. Visual Aesthetics: Create visually appealing layouts and design elements that reflect the client's brand identity;
3. Functionality Integration: Incorporate desired features, functionalities, and user interactions into the design;
4. Client Collaboration: Engage in regular communication with the Client to incorporate feedback and ensure alignment; and
5. Technical Expertise: Utilise appropriate technology and coding standards to ensure seamless website functionality.

Limitations:

1. Unless as agreed between the parties in writing and set out in the Proposal, web design services do not include domain registration, hosting setup, or third-party software licensing.
2. The Service Provider is not responsible for changes requested outside the agreed- upon design scope and if any such changes are agreed, they will incur additional fees at the Service Provider’s Hourly Rate and must be paid before work can commence.
3. The Service Provider does not guarantee any increase in sales, customer engagement, or other marketing outcomes as these are dependent on the Client’s broader marketing strategies and business operations.
4. Web design services do not include copywriting, editing or proofreading services unless specifically stated within the Proposal.
5. While the Service Provider will ensure that the website is designed adhering to best practices for search engine optimisation (SEO), no guarantee is provided for specific search engine rankings or improvements connected in search engine rankings.
6. The Services exclude the provision of ongoing SEO strategies and maintenance post website launch. The Client is advised to engage a specialised SEO specialist for ongoing optimisation needs.
7. Ongoing content updates and maintenance are not part of the initial design scope.
8. Due to the inherent differences in browsers, devices, and operating systems, the Service Provider does not guarantee a pixel-perfect appearance or identical performance across all platforms. The Website will be built for optimal performance on current, mainstream browsers, and the Service Provider is not liable for display or functionality issues on older, unsupported, or less commonly used browser software.

Support and Technical Assistance:

1. The Service Provider will be available for a maximum of 14 days after completion of the deliverables to provide reasonable technical support for addressing errors or deficiencies related to the design. Additional technical support beyond the 14-day period may incur additional fees. These fees will be quoted based on the Service Provider Hourly Rate.

1. The Service Provider is not responsible for errors or deficiencies resulting from improper use of the website or third-party add-ons.

c) Any requested changes, modifications, or technical support required after the initial support period will be subject to the Client's approval and will incur additional Fees quoted based on the Service Provider Hourly Rate.

Limitations:

The following limitations and exclusions apply to the Web Hosting and Maintenance

Services:

1. Scope of Services The Services do not include development, custom coding, feature enhancements, or structural changes to the Website, unless expressly stated in the Proposal or otherwise agreed in writing.
2. Content Updates The Services do not include content writing, copy creation, design work, or content updates, unless specifically included in the Proposal.
3. Search Engine Optimisation The Services do not include search engine optimisation (SEO), keyword strategy, analytics, or ranking improvements unless specifically included in the Proposal.
4. Monthly Allowances Any time, updates, or support allowances included in the Services are provided on a month-to-month basis only and do not accrue or roll over to subsequent months if unused.
5. Website Recovery While reasonable efforts may be made to assist with website recovery or restoration, the Service Provider does not guarantee the recovery, repair, or full restoration of the Website following outages, data loss, security incidents, or third-party failures.
6. Backups The Service Provider does not warrant or guarantee the availability, completeness, or retrievability of website backups, and backups (if provided) are offered on a best-efforts basis only.
7. Third-Party Software The Service Provider is not responsible for the maintenance, updates, compatibility, performance, or security of third-party plugins, themes, platforms, or software, unless otherwise agreed in writing.

3.6 Appointing Subcontractors

1. The Service Provider reserves the right to appoint subcontractors to perform some or all the Services or provide the Deliverables as set out in the Proposal.
2. The Service Provider will be responsible for any appointed subcontractor for the Term of the Agreement and thereafter will be held to the same conditions as set out above with respect to acceptable behaviour, security, confidentiality and privacy.

4. MUTUAL OBLIGATIONS

Each party agrees that:

1. they will maintain valid and adequate insurance coverage during the term of this Agreement. The insurance coverage should be sufficient to protect against any claims that may occur during the provision of the Services;
2. they will comply with all Applicable Laws;

c) the other party will not be liable for any failure to carry out any obligation under this Agreement to the extent it is caused by the failure of the other party to comply with its obligations under the Agreement; and

1. if delays occur for reasons beyond the parties’ control, such as due to a Force Majeure Event or the failure of third parties to meet their obligations, rendering the Key Dates in need of being rescheduled, the parties will use their best efforts to reschedule Dates accordingly.

5. FEES AND PAYMENT TERMS

5.1 Booking Fee / Deposit

A non-refundable Booking Fee/ Deposit is required to reserve a Start Date and Time in accordance with the Proposal and is designed to offset the administrative and operational costs associated with processing and reserving resources for the Service Provider services. If the Client wishes to delay the start date, the Client must provide the Service Provider with a minimum of 14 days’ notice, otherwise a Restart Fee may apply.

5.2 Fees

1. All Fees will be payable via electronic funds transfer to the Service Provider’s nominated bank account within 7 days of receiving a Tax Invoice/on the Payment Dates set out in the Proposal. The Client will receive a Tax Invoice from the Service Provider prior to payment being due in each instance.
2. All amounts payable or other consideration provided in respect of amounts payable in relation to this Agreement are exclusive of GST unless otherwise stated.
3. All GST must be paid at the time any payment to which it relates is payable (provided a tax invoice has been issued).

5.3 Payment Method and Timing

All Fees will be payable via electronic funds transfer to the Service Provider’s nominated bank account or other agreed payment method within 7 days of receiving a Tax Invoice/on the Payment Dates set out in the Proposal. The Service Provider will issue a Tax Invoice before each payment falls due.

5.4 Indirect Tax

1. All consideration under this Agreement is exclusive of Indirect Tax or any similar value-added / sales tax unless expressly stated otherwise.
2. The Client must pay any Indirect Tax at the same time and in addition to the amount to which it relates, provided a valid Tax Invoice has been issued.

5.5 Currency

All monetary amounts are stated and payable in the currency specified in the Proposal.

5.6 Retainer Clients

Retainer clients will be billed monthly in advance on the Payment Dates as set out in the Proposal.

5.7 Retainer Services (hourly)

1. Monthly Retainer Services

The Client agrees to retain the Service Provider for a set number of hours each month ('Retained Hours'), as detailed in the Proposal. The Service Provider commits to reserving this time for the Client and to providing the Services up to the limit of the Retained Hours.

1. Rollover of Unused Hours

Should the Client not utilise all of the Retained Hours in any given month, the unused hours will automatically roll over to the subsequent month. The rollover hours will be available for use by the Client in addition to the Retained Hours of that following month.

1. Limitation on Rollover Hours

Rollover hours must be used within three months of their accumulation. Any hours not used within this period will expire and will not be refundable or credited.

1. Tracking and Reporting of Hours

The Service Provider will track all hours worked under this retainer and will provide the Client with a monthly report detailing hours used and hours remaining, including any rollover hours.

1. Exceeding Retained Hours

In the event that the Client requires services that exceed the total of the Retained Hours and any rollover hours in a given month, the Service Provider will notify the Client, and any additional hours will be subject to availability and billed at the rate set out in the Proposal.

5.8 Expenses

The Client agrees to cover any out-of-pocket expenses incurred by the Service Provider in the course of delivering the Services to the Client. These additional expenses will be approved by the Client in writing prior to being incurred.

5.9 Increase to Hourly Rate

The Service Provider is entitled to vary their Hourly Rate during the Term on providing the Client with 14 days’ written notice, this will not affect any Fee already agreed and as set out in the Proposal, however it may impact any future Services and any out-of-scope work.

5.10 Additional work Fees

If the Client engages the Service Provider to complete additional work (outside of the scope of the original Proposal) the Service Provider will issue the Client with an estimate of additional work fees, charged at the Service Provider Hourly Rate. Once agreed by the Client, the Service Provider will issue the Client with a tax invoice for the additional work, payable within seven (7) days. The Service Provider will not be able to commence the additional work until the tax invoice has been paid in full.

5.11 Late Payment and Recovery Costs

1. Any amount not paid by the due date constitutes a debt immediately due and payable and, without prejudice to any other right or remedy, accrues interest at the Interest Rate (or, if lower, the maximum rate permitted by Applicable Law), calculated daily from the due date until paid in full.
2. The Client must indemnify the Service Provider for, and promptly reimburse, all reasonable costs and expenses incurred by the Service Provider in recovering any overdue amount or enforcing this Agreement, including, without limitation:
   1. commission or fees payable to debt-collection agencies;
   2. legal costs and disbursements on a full indemnity (solicitor-client / attorney-client) basis; and
   3. court, arbitration, mediation, filing and enforcement fees, sheriff’s or bailiff’s costs, and related out-of-pocket expenses, to the extent permitted by Applicable Law. If Applicable Law instead requires such costs to be reasonable in amount, the parties agree that the costs described above are a genuine pre-estimate of the Service Provider’s likely loss.

c) Where Applicable Law that cannot be waived requires legal fees or recovery-cost provisions to be reciprocal, the indemnity in clause (b) above applies equally in favour of the party that substantially prevails in any action or proceeding arising out of this Agreement.

1. The Service Provider may suspend the Services and/or cancel any future deliverables or appointments until all overdue amounts (including interest and recovery costs) have been paid in full.
2. The Service Provider may set off any overdue amount against any sum due to the Client under this Agreement or otherwise.

5.12 Recovery of Unpaid Fees

1. If the Client do not pay the Service Provider any portion of the Fees within the stipulated timeframe, the Service Provider reserves the right to cancel any upcoming services and suspend further Services until the outstanding payment is settled.
2. The Service Provider may charge the Client interest at the Interest Rate set out in the Proposal. If unpaid Fees are recovered through an external agency, the Client acknowledges that the Client will be responsible for the costs involved in the recovery.

6. NO CANCELLATION

Once this Agreement is executed and the Services have commenced, cancellation by either party is not permitted except as provided for in clause 11 or in the case of a Force Majeure Event. Both the Service Provider and the Client are committed to fulfilling their obligations under this Agreement. The Client is responsible for providing all necessary materials and instructions in a timely manner, and the Service Provider will deliver the Services in accordance with the requirements set out in the Proposal.

7. REFUNDS

7.1 Booking/Deposit Fees Subject to the payment terms set out in clause 5.5.1, the Client understands, agrees and accepts that Booking/Deposit Fees are non-refundable in all circumstances, except as required by law. The Booking/Deposit Fee is considered reasonable to cover administrative costs, pre-allocated time, and lost opportunity to accommodate other clients. The Client understands, agrees and accepts that if they nominate to terminate the Agreement at any time during the Term, the Booking/Deposit amount is understood to have been forfeited.

7.2 Cooling off Period

If the Client terminates the Agreement during the Cooling-Off Period, the Service Provider will refund Fees paid in advance, minus an Administration Fee.

7.3 Fees

1. Due to the nature of the Services and Deliverables, the Client cannot request a refund from the Service Provider where:
   1. the Client has changed their mind;
   2. the Client’s personal or financial circumstances have changed;
   3. the reason for termination is outside of the Service Provider’s control; and/or
   4. the Client insists on Services being performed in a way that is against their advice.

Refunds will be offered in accordance with all applicable consumer protection laws. Where those laws do not already require a refund or other remedy, the Service

Provider may, at its discretion, refund all or part of any fees the Client has paid. Nothing in this clause limits any statutory rights that cannot be excluded.

7.4 Processing

1. Where it is determined that a refund is due, the Service provider will organise prompt payment via:
   1. the original payment method;
   2. third party payment provider Xero; or
   3. as otherwise agreed between the parties.
2. Where a third-party processor is required for the transaction, the Client acknowledges and agrees that transaction/processing fees may be deducted from the refund amount.

7.5 Post-Refund Obligations

1. Where the Client receives a refund either directly from the Service Provider or via a Chargeback the Client acknowledges, agrees and accepts that they will:
   1. destroy all electronic copies of any Intellectual Property issued to the Client by the Service Provider during the Term of the Agreement and provide written confirmation to kat@upstartlane.com once completed; and
   2. not use any Intellectual Property of the Service Provider for any purpose.
2. Where the Client does not comply with clause 7.7.5a) the Service Provider is entitled to recover the fees refunded through a formal debt recovery process including any interest on the outstanding amount and seek further legal remedies, where appropriate.
3. For the purposes of these Terms, "Chargeback" means the reversal of a payment in response to a request that a customer files directly with their issuing bank or payment network provider.

8. CLIENT INFORMATION AND FEEDBACK

8.1 The Client acknowledges that

1. they will be required to provide the Service Provider with clear and comprehensive Client Information, instructions, and specifications for the Services as set out in the Proposal;

1. the Service Provider will rely upon information the Client provides as being accurate to the extent of the Client’s knowledge and the Client is responsible for providing the Service Provider with updated information throughout the Term of the Agreement;
2. the Service Providers ability to meet the Key Dates is partially dependent on how promptly the Clients feedback or approval is provided.
3. they will be required to provide written feedback or approval within seven (7) days of the Service Provider sending materials to the Client at any stage during the Term of the Service Provider Agreement; and
4. if feedback is not provided within the timeframes specified in the Proposal, the draft deliverables will be deemed to be accepted, and the incorporation of any additional feedback will be subject to the Service Provider Hourly Rate.

8.2 If the Service Provider has any questions or requires clarification regarding the Client Information, they will promptly seek clarification from the Client to ensure there is a clear understanding of the requirements.

8.3 In the event that the Service Provider believes any aspects of the Client Information are contradictory, unclear or impractical, the Service Provider will notify the Client for further

discussion and resolution and the Client agrees to provide timely feedback in accordance with the Key Dates specified in the Proposal.

8.4 The Service Provider will not be liable for any errors or defects in the Final Content after they have been accepted by the Client, and the correction of any errors or defects after completion of the Final Content will be subject to the Service Provider Hourly Rate.

9. DELAY AND NON-COMPLETION

9.1 The Service Provider will not be liable for any failure to perform the Services or meet the Key Dates to the extent that it is caused by the Clients noncompliance with their obligations under the Agreement.

9.2 If the Service Provider is delayed or prevented from performing the Services or meeting the Key Dates, either due to their noncompliance with their obligations or a Force Majeure Event, the Service Provider reserves their right to reschedule the Key Dates.

9.3 If the Service Provider is unable to reschedule the Key Dates due to a Force Majeure Event, this shall not be deemed a breach of the Agreement.

9.4 If the Service Provider is unable to perform the Services for any reason and is unable to reschedule the Key Dates, the Client is entitled to terminate the Agreement and receive a full refund of Fees paid, less deductions for Services already performed.

10. INTELLECTUAL PROPERTY

10.1 Licence Grant

1. To the extent that a party is required to use any of the other party’s Intellectual Property (IP) for the purpose of performing their obligations under this Agreement, each party grants to the other a revocable, non-transferable, non-exclusive, royalty-free licence to use the other party’s IP for that sole purpose.
2. The licence granted by each party to the other to use IP for the purpose set out in the Agreement is conditional on the recipient not sub-licensing, publishing, selling, or otherwise allowing it to be used by third parties, and not modifying it in any way except as otherwise agreed.

10.2 Client provided Intellectual Property

For any intellectual property that the Client issues to the Service Provider during the Term of the Agreement, the Client warrants that they are the owner of this intellectual property and indemnifies the Service Provider against any claim made by a third party arising out of any breach of intellectual property rights.

10.3 Usage and Distribution of Final Content

1. The Client shall have the right to use the Final Content for the Agreed Purpose, as specified in the Proposal.
2. Client agrees to credit the Service Provider with performance of the Services wherever reference to them may appear and ensure that any third party to whom the Client grant access to any Deliverables and Final Content.
3. The Client must not upload, input, or otherwise use any part of the Final Content, Deliverables, or underlying creative work in AI platforms or machine-learning tools for the purpose of generating derivative works, unless expressly agreed in writing by the Service Provider. Any unauthorised use of the Deliverables in AI tools will be deemed a breach of this Agreement and an infringement of the Service Provider’s intellectual property rights.

10.4 Assignment of Intellectual Property

1. The Service Provider agrees to grant the Client full ownership and exclusive rights to the Final Content created under this Agreement upon receipt of full payment of all Fees owed by the Client.

b) Until full payment is received, the Service Provider retains ownership of the Intellectual Property rights and any other content created as part of the Services and grants the Client a non-exclusive, revocable license to use the Intellectual Property and any other content solely for the purpose of evaluating the Services provided.

1. Upon receipt of full payment, ownership of the Assigned IP will automatically transfer to the Client, and the Service Provider shall promptly provide (if necessary) any documentation or transfer of rights to evidence such transfer at the Client’s expense.
2. The Client agrees not to sublicence, publish, sell the Final Content or otherwise provide the Final Content to third parties except in accordance with the Agreed Purpose.

1. The Service Provider retains ownership of all Intellectual Property Rights in the Retained IP outlined in the Proposal and grant’s the Client a limited licence to use them for the Agreed Purpose on full payment of the Fees.

10.5 Ownership of Preliminary Work and Raw files

The Service Provider retains full ownership of all preliminary works, raw files, concepts, sketches, and any other materials created in the process of developing the final design, regardless of whether they are included in the final delivered product or not. These preliminary works are considered proprietary and confidential. The Service Provider agrees not to use these works as part of their portfolio. The Client acknowledges that these preliminary works are the sole property of the Service Provider and may not be used for any purpose without the express written consent of the Service Provider.

10.6 Intellectual Property in AI Output

1. AI Output forms part of the Assigned IP and transfers to the Client on full payment of all Fees, in accordance with clause 12.4 (Assignment of Intellectual Property).
2. The Client acquires no rights in the Service Provider’s underlying AI Tools, prompts, workflows, methodologies or other Retained IP.
3. If any element of the AI Output cannot attract intellectual-property protection, the Service Provider grants the Client a perpetual, worldwide, royalty-free licence to use, reproduce and adapt that element for the Agreed Purpose.

10.7 Moral Rights and Third-Party Rights

1. Each party must obtain written consent from individuals who hold Moral Rights for any materials they contribute under this Agreement. This ensures that the materials can be used in accordance with this Agreement and that the use of the materials by either party, its licensees, successors, or authorised individuals will not infringe anyone's Moral Rights.
2. The Client and the Service Provider acknowledge that all Third-Party Materials are the exclusive property of their respective owners and where Third-Party Materials are required to perform the Services or otherwise required to be integrated into the Final Content then:

10.8 This clause survives termination or expiry of this Agreement.

11. TERMINATION

11.1 Termination for convenience

a) Either party may terminate this Agreement by providing written notice to the other party by providing at least 14 days’ notice (Notice Period). The termination notice must be sent via email or certified mail to the contact listed within the Proposal.

1. Work and Fees During Notice Period

Upon notice of termination, the following options are available:

11.2 Termination by Service Provider

1. The Service Provider may terminate the Agreement with immediate effect if:
   1. the Client do not pay the Fees by the Payment Dates or within the timeframe specified in the Proposal or applicable tax invoice;
   2. the Client fails to provide the Client Information or other information within a reasonable time of the Service Provider request;
   3. the Client otherwise breaches any obligation under the Agreement;
   4. the Service Provider considers that mutual trust or confidence no longer exists;
   5. the Service Provider determines that they are no longer able to perform the Services for any reason.

1. If the Service Provider terminates the Agreement in accordance with clause 11.11.2a)iv or 11.11.2a)v the Service Provider will, at the Service Provider sole discretion:
   1. complete all work for which the Client have paid the associated Fees; or
   2. refund Fees paid for work not yet performed, or not able to be performed as a result of termination.
2. Upon termination for the Client's breach, the Client shall immediately cease any further use or distribution of any content, including the Final Content provided by the Service Provider.
3. The Client acknowledges that in the event of termination due to their breach, they shall remain liable for the outstanding Fees owed to the Service Provider, as well as any additional costs or damages incurred as a result of the breach.

11.3 Termination by Client (for Breach)

1. The Client may terminate this Agreement by providing written notice to the Service Provider in the event of a material breach by the Service Provider such as a failure to deliver the Services as agreed in the Proposal and has not remedied the same within 7 days of the date of written notice.
2. Upon termination for the Service Provider's breach, the Service Provider shall promptly refund any Fees paid by the Client for Services not yet provided.

11.4 Termination by either party (breach or Force Majeure)

1. Either party may terminate the Agreement if the other party:
   1. is unable to meet their obligations due to a Force Majeure Event for a period exceeding 30 days;
   2. commits a material breach of the Agreement which is not capable of remedy; and/or
   3. becomes insolvent or bankrupt.

12. POST TERMINATION OBLIGATIONS

12.1 Outstanding Fees

The Client shall pay all outstanding Fees and expenses incurred up to and including the termination date within 7 days of receiving the final invoice.

12.2 Revocation of Access

Upon termination, the Client’s access to any exclusive services, websites and resources provided by the Service Provider will cease.

12.3 Return of Property

1. the Service Provider will promptly return any property provided by the Client for the purpose of performing the Services; and
2. where the Client has any property belonging to the Service Provider, they must promptly return such property to the Service Provider.

12.4 Maintain Confidentiality

1. each party must continue to maintain the confidentiality of any confidential information disclosed during the term of the Agreement and return or destroy (at the other party’s request) all Confidential Information of the other party; and
2. the Service provider may be required to retain Client’s records for a period consistent with legal and ethical record keeping requirements as stipulated by applicable law and will hold such records in compliance with privacy legislation.

13. WARRANTIES AND INDEMNITIES

13.1 Capacity

The parties warrant that they have full power, capacity and authority to enter into and perform their obligations under this Agreement.

13.2 AI Warranties

1. The Service Provider warrants that it will take reasonable steps to avoid infringing any third-party IP when using an AI Tool.
2. Because AI Tools may generate content similar to material available elsewhere, the Service Provider does not guarantee that AI Output will be unique, error-free or incapable of attracting a third-party claim.
3. Except for non-excludable consumer guarantees under Applicable Law, the Service Provider’s liability for any loss arising from the AI Output is limited as set out in clause 16 (Limitation of Liability).

13.3 No guaranteed result

Given the nature of the Services, the Service Provider cannot guarantee any specific results. Examples provided for other clients are representations of potential outcomes only.

13.4 Client supplied information

The Client acknowledges that the Service Provider cannot be responsible for any negative impact on the Services caused by inaccuracies in information supplied by the Client, nor the cost of rectifying such inaccuracies.

13.5 Approved content

The Service Provider is not liable for any errors or omissions in Final Content once it has been approved by the Client.

13.6 Technological Change

The Service Provider is not responsible for unforeseen advances in technology that may negatively affect the Services.

13.7 Disclaimer of warranties

The parties agree that except as set out in this Agreement:

1. the Services are provided on an “as is” basis without representation, warranty or condition of any kind (either express or implied);
2. all express or implied warranties, representations, statements, terms and conditions relating to the Agreement or its subject matter which are not contained in the Agreement, are excluded to the maximum extent permitted by law;
3. nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied by or imposed by any law (including statute or regulation) which cannot be lawfully excluded, restricted or modified;
4. if any condition or warranty is implied into the Agreement and cannot be excluded and the Service Provider is able to limit the Client’s remedy for breach of such a condition or warranty, then the Service Provider’s liability is limited:
   1. in the case of goods, to the replacing of the goods or of acquiring equivalent goods or payment of the cost of having the goods repaired;
   2. in the case of services, to supplying the services again or the payment of the cost of having the services supplied again.

13.8 Mutual indemnity

Each party indemnifies and holds harmless the other party, their respective affiliates, officers, directors, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or relating to any breach of this Agreement, negligent acts or omissions, wilful misconduct, of the indemnifying party.

13.9 AI related indemnity (Client)

Without limiting clause 15.8, the Client indemnifies the Service Provider against any claims, losses, or liabilities arising from the Client’s use of the Deliverables or Final Content with artificial intelligence or machine learning tools, including any derivative works created using those tools, and any resulting infringement of intellectual property rights, breach of third-party terms of service, or violation of Applicable Laws.

13.10 Fault and mitigation

The parties agree:

1. neither party will be responsible, liable or held in breach of the Agreement for any failure to perform its obligations under the Agreement, or otherwise, to the extent that the failure is directly caused by the other party failing to comply with its obligations under the Agreement or by the negligence or misconduct of the other party or its employees, agents, guests, personnel or contractors;

b) each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done by the other party under or in connection with the Agreement; and

1. in no event will either party be liable to the other party for any Consequential Loss.

13.11 Account access and Security

The Client provides the Service Provider with access to the Client’s online accounts (including passwords and permissions) at the Client’s own risk. While the Service Provider will take reasonable measures to secure those accounts, the Client remains responsible for maintaining strong security practices (e.g., updated passwords, two-factor authentication) and for any loss arising from security breaches.

13.12 Data Security

The Service Provider will use appropriate security protocols; however, given the nature of electronic communication and cloud storage, it cannot be responsible for third-party interception, virus transmission or data loss. The Service Provider strongly recommends that the Client maintain robust security practices for all accounts (e g. regularly updating passwords, enabling two-factor authentication and promptly reporting any suspicious activity).

13.13 No professional advice

The information the Service Provider provides through their services does not constitute professional business, financial or legal advice, regardless of whether they are licensed professionals of any type. The Service Provider cannot be held liable for any action taken by the Client in reliance on the information provided. The Client agrees to consult with the relevant licensed professional/s prior to taking any action.

13.14 This clause 15 survives termination or expiry of this Agreement.

14. LIMITATION OF LIABILITY

14.1 The liability of each party to the other party (including under indemnity) is mutually capped to the total amount of all Fees paid in connection with the Services provided under the Agreement in the 12 months preceding the liability event and will be reduced to the extent that the other party's acts or omissions contribute to or cause the liability. This limitation does not apply to any liability arising from a party’s infringement, misappropriation, or unauthorised use of the other party’s intellectual property rights.

14.2 This clause 16 survives expiry or termination of this Agreement.

15. CONFIDENTIALITY AND PRIVACY

15.1 Each party agrees that, unless it has the prior written consent of the other party, it will:

1. keep the Confidential Information of the other party confidential at all times;
2. ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and
3. where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a reasonable timeframe.

15.2 These obligations of confidentiality do not apply to any disclosure that:

1. is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
2. is required by Applicable Law; or

c) relates to Confidential Information that is publicly available through no fault of the receiving party or was rightfully received from a third party without restriction and without the breach of any obligation of confidence.

15.3 Any Confidential Information supplied to the Service Provider that incorporates personal information will be dealt with in accordance with the Service Provider’s Privacy Policy, which is available on their website www.upstartlane.com/privacy-policy.

15.4 This clause survives termination or expiry of this Agreement.

16. MARKETING AND PROMOTION

16.1 Recognition

The parties agree that unless otherwise expressly agreed in the Proposal, the Service Provider will retain the right to reproduce, publish and display their involvement in the Services together with reference to the Client (including Client’s name, business name, logo and any trade marks) in portfolios, on websites, and in galleries, design periodicals and other media (including social media) or exhibits for the sole purpose of recognition of Services provided.

16.2 Testimonials

The Client consents to the use of any testimonials, reviews, or feedback provided to the Service Provider for promotional and marketing purposes. The Client understands that these testimonials may be published on the Service Provider's website, social media platforms, marketing materials, and other promotional channels.

17. MISCELLANEOUS

17.1 Relationship of Parties

The Service Provider is an independent contractor and the relationship between the Client and the Service Provider does not constitute that of a partnership, joint venture, agency or employer and employee. Nothing in this Agreement gives either party the authority to bind the other in any way, nor impose any fiduciary duties on the other party. The Service Provider may use subcontractors to perform some or all the Services.

17.2 Exclusivity

The parties agree that this agreement does not establish an exclusive relationship between the Service Provider and the Client. The Service Provider is free to provide their services to other clients and engage in similar projects, including those that may be in direct competition with the Client's business. The Client acknowledges and agrees that the Service Provider may work with other clients.

17.3 Non-Disparagement

1. Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following the Term. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes. In the event that either party breaches this provision by engaging in disparagement or posting negative feedback in a public forum, the non-breaching party has two options:
   1. The non-breaching party may initiate the dispute resolution process as outlined in clause 17.17.5 of this Agreement to resolve the matter amicably.
   2. The non-breaching party may pursue legal action to seek remedies, including injunctive relief and damages, as allowed by applicable laws.
2. The choice between these options will be at the sole discretion of the non- breaching party.

17.4 Conflict of Interest

Each party warrants that they are free to enter into this Agreement and that it shall not violate the terms of any other agreement between that the party and a third party.

17.5 Disputes

1. In the event of any dispute arising under or in connection with this Agreement during the Term, the parties shall first seek to resolve the matter amicably through direct negotiation. Both parties agree to engage in good faith efforts to settle any dispute promptly. If the dispute cannot be resolved within thirty (30) days following the date of a written notice of dispute, either party may propose to enter into alternative dispute resolution (ADR).
2. ADR may include mediation or arbitration conducted by a neutral and recognised entity, pursuant to its rules and procedures. The parties shall mutually agree upon the choice of ADR method and the governing rules. Any decision or award resulting from such ADR shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
3. Each party shall bear its own costs in connection with the ADR process, and the parties shall equally share the fees and expenses of the mediator or arbitrator unless otherwise agreed by the parties or as directed by the arbitrator or mediator according to applicable rules.
4. Except where urgent interim relief is sought from a court, neither party may initiate formal legal proceedings until the ADR process has been concluded.

17.6 Notices

Where a party gives notice, it must be done in writing to the email address specified in the Proposal, or by post to the residential or business address specified in the Proposal, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received.

17.7 Entire Agreement

This Agreement constitutes the Service Provider entire agreement with the Client about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal

17.8 Governing Law

The formation, construction, performance and enforcement of the Terms will be in accordance with the laws in force where the Service Provider resides. The Client and The Service Provider submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

17.9 Execution and Counterparts

1. This Agreement may be executed in any number of counterparts. Each counterpart constitutes an original and all counterparts together constitute one and the same instrument.
2. A party may execute this Agreement by any electronic means that reliably identifies the party and indicates their intention to be bound, including but not limited to:
   1. applying a digital signature or electronic image of a handwritten signature;
   2. clicking “I accept”, “I agree”, “I consent” or a similar confirmation button; or
   3. returning a signed PDF or scanned copy by email.
3. An electronically signed or emailed counterpart is deemed to be an original and is binding on the parties when at least one executed counterpart has been exchanged between them.

17.10Amendment or Variation

The Service Provider reserve the right to amend or vary the Agreement and the Service Provider will notify the Client of the changes. The Client can choose to terminate if they do not accept the amendments and/or variations. If the Client continues to engage the services, the Client is deemed to have accepted the amendments and/or variations to these Terms.

17.11Validity

If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or replaced by a valid or enforceable provision. If applicable, any new provision will take effect immediately. All other provisions will remain in effect throughout.

17.12Assignment

The Client is not permitted to assign the Agreement or otherwise deal with any rights under it without the Service Provider prior written consent. Conversely, the Service Provider may do so without the Clients consent.

17.13Interpretation

All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit.

18. Definitions

In the Agreement, the following terms have the stated meaning unless a contrary intention appears.