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Launch Agency – Services Terms and Conditions

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Our standard hourly rate range is $150-$180 per hour, plus GST, or as provided in your Proposal.

Other rates may apply by mutual agreement. These Terms and Conditions are subject to change without notice and may be superseded as described in clause 48.4.

We may modify these Terms and Conditions, notifying through a general page of our website, by email or by any other method of communication.

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Payment Terms

a. Retainers and Fixed-Fee Projects

• All retainers and fixed-fee projects are billed monthly in advance on the 1st of each month.
  
  
• If a retainer commences partway through a calendar month, the first month’s fee will be pro-rated based on the remaining days in that month, with the full monthly retainer applying from the 1st of the following month.
  
  

b. Project-Based Work

• For projects under $5,000: payment terms as agreed in writing.
  
  
• For projects over $5,000: a 50% deposit upfront, with the remaining 50% invoiced on a monthly basis in arrears, calculated as a percentage of the remaining project value based on time and materials expended, until completion of the work.
  
  

c. Invoices
All invoices are due within 20 days of issue unless otherwise agreed in writing.

d. Late Payments

• Overdue invoices will incur a 2% monthly interest fee on the overdue amount.
  
  
• Where payment is more than 14 days overdue, Launch Agency reserves the right to pause all work, remove access to deliverables, and/or suspend ad accounts until payment is resolved.
  
  

e. Repeated Late Payment – “Pay to Play” Enforcement
If the Client fails to pay their invoice by the 20th of the month for two consecutive months, Launch Agency reserves the right to place the account on a “Pay to Play” basis.

Under this arrangement:

• All work will pause, including paid media campaigns, content creation, and meetings, until payment for the current month is received in full and payment plan is agreed upon.
  
  
• Ad accounts may be paused, and media budgets withheld, without further notice.
  
  
• The Client will be notified in writing upon entering this status.
  
  
• Resumption of services is at the sole discretion of Launch Agency and subject to full payment of outstanding invoices.
  
  

f. Collection Costs
You are liable for all costs of collecting overdue amounts, including legal costs and debt collection charges.

g. GST
All fees are quoted excluding GST unless otherwise specified.

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1. Engagement

1.1 You may engage us to carry out a Project for you by:

• Signing and returning a Proposal to us; or
  
  
• Providing an authorised Purchase Order; or
  
  
• In the case of smaller engagements – through written verification; or
  
  
• By verbal notification and acceptance of such by way of your payment to us.
  
  

1.2 Unless we notify you otherwise, we will accept that engagement, subject to these Terms and Conditions. The Project will commence in line with the project schedule or when we accept the engagement.

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2. Proposals

2.1 If we provide you with a Proposal for the Project, then that Proposal:

• Is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
  
  
• Includes GST; and
  
  
• Is valid for a period of 30 days from the date we issue the Proposal, unless otherwise agreed by Launch Agency.
  
  

3. Staged Approach

For most Projects, we prefer to adopt a staged approach for planning and implementation purposes.

1. Discovery Stage
At this stage, the requested features are just high-level ideas and need to be fleshed out in detail. In a workshop with key stakeholders, we’ll define the keys to success, functionality, branding, look and feel, and the more complex technical aspects that will drive the Project.

Deliverables may include:

• Functional specifications (sitemap and wireframes);
  
  
• Design and/or marketing specifications;
  
  
• Fixed price proposal for the design and/or marketing;
  
  
• Estimate for development/technology.
  
  

Our normal practice is to charge you for our time spent on the Discovery Stage at our hourly rate whether or not you proceed to further stages in the Project, unless otherwise specified.

2. Creative Stage
Following on from the Discovery Stage, the creative team will work through our process. Meanwhile, the development team will collaborate to create and develop the technical specifications and database schema/architecture.

Deliverables may include:

• Completed design, content and/or brand;
  
  
• Technical specifications;
  
  
• Database schema/architecture;
  
  
• Fixed price proposal for development/technology.
  
  

3. Development/Technology Stage
This is usually the largest and most involved stage. We work as closely as possible with you directly or via your Project Manager.

Deliverables may include:

• Completed development;
  
  
• Testing;
  
  
• Quality assurance;
  
  
• User acceptance testing;
  
  
• Training sessions;
  
  
• Deployment;
  
  
• Installation of devices.
  
  

4. Marketing Stage
Once the Project is completed, we will ensure that it is optimised for marketing purposes.

Deliverables may include:

• Meta information;
  
  
• 301 redirects;
  
  
• Image alt tags;
  
  
• Sitemap creation and submission to Google;
  
  
• Google Analytics installed.
  
  

4. Services

The Services that we provide to you, and any specific terms, may include some or all of the following:

• Clause 12 – Consultation;
  
  
• Clause 13 – Workshops;
  
  
• Clause 14 – Design;
  
  
• Clause 15 – Copywriting;
  
  
• Clause 16 – Development/Technology;
  
  
• Clause 17 – Maintenance;
  
  
• Clause 18 – Third Party Software;
  
  
• Clause 19 – Training;
  
  
• Clause 20 – Warranty;
  
  
• Clause 21 – Support & Maintenance Packages;
  
  
• Clause 22 – Hosting;
  
  
• Clause 23 – Domain Name Services;
  
  
• Clause 24 – Beacon and other Devices;
  
  
• Clause 25 – Email/SMS Marketing;
  
  
• Clause 26 – Social Media Management (SMM);
  
  
• Clause 27 – Search Engine Optimisation (SEO);
  
  
• Clause 28 – Online Advertising;
  
  
• Clause 29 – Strategy and Analytics.
  
  

You acknowledge that electronic services are subject to interruption and breakdown, and all non-electronic services are subject to disruption. Therefore:

• The Services will not be error-free or uninterrupted; and
  
  
• Your access to the Project and the operation of the Project will not be error-free or uninterrupted.
  
  

5. Hours of Service

All Services will be carried out between 8:30am and 5:00pm (local office time), Monday to Friday excluding public holidays and the Christmas/New Year closure periods.

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6. Content and Materials Supplied by You

6.1 You must supply to us all required materials you want us to use in the Project, and all other content and materials we reasonably request (Client Content) in a timely manner.

6.2 Client Content must be supplied in the following digital formats:

• Text/copy: Microsoft Word or Rich Text (clearly labelled and in correct order);
  
  
• Tables: Microsoft Excel (clearly labelled and in correct order);
  
  
• Images: high resolution JPEG or PNG;
  
  
• Logos: vector format (Illustrator EPS/AI);
  
  
• Diagrams/maps: vector format (AI) or JPEG;
  
  
• If required, access to your current website and database via SSH, ftp and/or CMS/hosting login;
  
  
• Brand style guidelines (if applicable).
  
  

6.3 We may charge Additional Costs if Client Content is not provided in the appropriate format or within the requested timeframe.

6.4 You warrant that Client Content will not:

• Breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or
  
  
• Compromise the security or operation of our systems through a virus or otherwise.
  
  

6.5 You indemnify Launch Agency, its directors, officers and employees against all Loss arising out of breach of rights in connection with Client Content supplied by you.

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7. Variations and Additional Costs

7.1 If during the course of our engagement there are changes in the Specifications of the Project or unplanned delays beyond our reasonable control, these will be treated as a Variation.

7.2 Where a Variation occurs, we reserve the right to halt work and review Fees. A Variation Notice will be issued with details and any increase in Fees. Work will not continue until you provide written approval. If no approval is given within 7 days, the agreement and Project may be terminated.

Examples of Variations include:

• Introduction of additional requirements not discussed during discovery (e.g. branding deliverables, video requirements, data entry);
  
  
• Changes in the Specifications during the design stage (e.g. extra pages or features);
  
  
• Additional pages, features, or functionality required during development;
  
  
• CMS customisation or extensions not originally specified;
  
  
• Additional project management time;
  
  
• Unplanned delays due to Client Content or approvals;
  
  
• Overtime required to meet deadlines due to client delays.
  
  

7.3 We include project management time in quotes, but if we are required to also manage your team this may constitute a Variation.

7.4 Minor changes (not exceeding 10% of original Fees) will be estimated and charged as Additional Costs.

7.5 Examples of Additional Costs include:

• Commercial fonts, photography, audio, video;
  
  
• Content not in the required format;
  
  
• Extra or extended workshops;
  
  
• Additional design alterations after final approval;
  
  
• Uploading/styling of additional Client Content;
  
  
• Additional training sessions or attendees;
  
  
• Extra meetings and travel time.

8. Purchase of Stock Images, Fonts, Photography, Audio or Video

8.1 Unless specified in the Proposal, Fees do not include searches or purchases of stock images, commercial fonts, photography, audio or video.

8.2 You may provide such materials or we can purchase them on your behalf. In such cases, Launch Agency will hold the licence and usage is limited to licence terms.

8.3 You indemnify Launch Agency against all Loss from breach of these licences.

8.4 Standard stock images are charged at Stock Image Rates.

8.5 Costs for any fonts, photography, audio or video will be provided separately for approval via a Variation Notice.

8.6 Ownership of finished photography, audio or video transfers to you upon full payment. Working files remain ours.

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9. Your Approval

9.1 Your approval is required for certain Approval Items (project brief, specifications, design concepts, completed deliverables, Variation Notices, etc).

9.2 When provided with an Approval Item, you must notify us in writing whether you accept it.

9.3 If no response is received within 5 business days, the Approval Item is deemed accepted.

9.4 Acceptance means the Approval Item is complete. We will not proceed to the next stage until approval is received.

9.5 Delays in approval may result in Additional Costs (rescheduling, restart fees, etc).

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10. Scheduling, Production and Project Management

10.1 We may develop a production schedule for Services.

10.2 We will use reasonable commercial endeavours to deliver Services according to that schedule.

10.3 Delays in providing approvals, Client Content, or feedback may result in:

• A change in delivery deadlines; or
  
  
• Overtime costs via a Variation Notice if deadlines cannot be moved.
  
  

11. Digital Marketing Services

11.1 You acknowledge that the Digital Marketing Services provided by Launch Agency are not an exact science and that search engines, media services, platforms and providers are constantly changing and evolving. Launch Agency has no control over these changes.

11.2 Launch Agency will perform Digital Marketing Services utilising best practice strategies and up-to-date techniques, and will make recommendations to best achieve your goals, but cannot guarantee results.

11.3 Launch Agency will endeavour to seek your approval for material prior to publication, but this may not always be possible due to time constraints, deadlines and access to the appropriate authority.

11.4 Unless agreed otherwise, Digital Marketing Services and media spend will be invoiced on the 1st of each month in advance, with payment due by the 20th of that month, in accordance with the Payment Terms.

11.5 Digital Marketing Services are supplied under the terms of this Agreement as a 12-month rolling contract. Either party may terminate such services by giving no less than 60 days’ written notice, in accordance with clause 41.

11.6 Digital Marketing Services are ongoing under this Agreement and subject to the termination provisions in clause 41.

11.7 You indemnify Launch Agency, its directors, officers and employees against all Loss arising from actions taken while performing Digital Marketing Services.

11.8 Launch Agency cannot be held liable for inability to perform services due to lack of client resources, access, or cooperation.

11.9 Where Launch Agency is required to work alongside another agency or third-party provider, Launch Agency cannot be held liable for faults or defects in services provided by third parties.

11.10 Launch Agency reserves the right to charge Additional Costs, in accordance with clause 7, caused by your instructions, lack of instructions, interruptions, mistakes, or changes to requirements, expectations or hardware/software environment, as well as extra work required due to third-party faults.

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12. Consultation and Other Services

12.1 Our consultancy services may include researching and developing tailored strategies, campaign planning and implementation, current system review and analysis, audits, workshops, public speaking and installation.

12.2 Our consultancy may also extend to project management of a third party or internal implementation.

12.3 Other services we offer may include digital asset valuations, app development (native or web-based), video and photography, and service level agreements (SLAs).

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13. Workshops

13.1 Our workshop services vary in length, cost and deliverables based on the brief and requirements.

13.2 Unless otherwise specified in the Proposal, workshops will be held online or at Launch Agency offices.

13.3 Extra workshops or extended hours will incur Additional Costs.

13.4 Deliverables from a workshop may include:

• In-depth brief;
  
  
• Stakeholder review and analysis;
  
  
• Customer feedback and insights;
  
  
• Recommendations and documentation;
  
  
• Functional specifications (sitemap and wireframes);
  
  
• Design specifications;
  
  
• Marketing specifications;
  
  
• Fixed price proposal for design;
  
  
• Estimate for development/technology.

14. Designs

14.1 Our design services will include delivery of one design concept (or as specified in the Proposal) and one round of alterations.

14.2 Upon completion of the alteration, Launch Agency will supply an updated version of the design concept to you.

14.3 If you request additional concepts or alterations, or request changes after final approval, these will be treated as Additional Costs.

14.4 The deliverables from the Creative Stage may include:

• Completed design;
  
  
• Technical specifications;
  
  
• Database schema/architecture;
  
  
• Fixed price proposal for development/technology.

14.5 Other design services may include:

• Branding (competitor analysis, name research, URL review, logo design, style guides);
  
  
• Marketing strategy discussions and analysis;
  
  
• Other design services such as print ads, booths, banners, business cards, brochures, email templates, sub-brand logos.
  
  

14.6 Ownership of finished design transfers to you upon full payment of invoices.

14.7 Launch Agency retains ownership of all working files.

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15. Copywriting

15.1 Copywriting services may include SEO copy, website copy, blog writing, and EDM copy.

15.2 Services include presentation of one draft and one round of alterations.

15.3 Ownership of finished copy transfers to you upon full payment.

15.4 Launch Agency retains ownership of all working files.

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16. Development/Technology

16.1 Development/technology services will be derived from the Proposal, technical specifications, and deliverables from Discovery and Design stages.

16.2 Services may include uploading and styling Client Content into software. If we complete additional pages/screens beyond those specified, these will incur Additional Costs.

16.3 A Content Management System (CMS) may be provided as part of the Project. Unless otherwise specified, services do not include customisation of the CMS or its extensions. Any customisation will be treated as a Variation.

16.4 The CMS and many extensions are provided by third parties. You accept and must comply with third-party terms.

16.5 Standard Page or Screen is defined as up to 500 words, up to 3 images and one tabular data implementation.

16.6 Unless otherwise agreed, Launch Agency retains ownership of IP for custom applications.

16.7 Launch Agency may reuse code, inventions, extensions, plug-ins or components. You grant Launch Agency a perpetual licence to use, re-sell and modify.

16.8 Ownership of the finished deliverable transfers upon full payment.

16.9 Launch Agency retains ownership of all working files.

16.10 Unless otherwise agreed, Launch Agency will be listed as “developer” in app stores. Transfer to your own developer account will incur Additional Costs.

16.11 You acknowledge software developed by Launch Agency may depend on third-party platforms. Updates or discontinuations of those platforms may impact performance.

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17. Maintenance

17.1 Maintenance services consist of making modifications or updates based on the Proposal, brief, or Specifications.

17.2 Unless otherwise specified, maintenance fees do not include training, post-implementation support, or warranty.

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18. Third Party Software

18.1 We may provide Third Party Software as part of the Project. You acknowledge:

• We have limited control over the functionality or operation of the software;
  
  
• We cannot guarantee the accuracy or completeness of third-party data or information;
  
  
• You must comply with the licensing terms of third-party providers;
  
  
• Third-party providers may invoice you directly for ongoing costs.
  
  

18.2 Fees for Third Party Software may change over time.

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19. Training

19.1 The Proposal may include training sessions of varying lengths, content and outcomes.

19.2 Training will be conducted at Launch Agency offices or virtually, with no more than 3 trainees unless otherwise agreed.

19.3 Additional sessions, attendees, or on-site training at your premises will incur Additional Costs.

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20. Warranty

20.1 Launch Agency provides a 20 business-day Client Testing period. During this time, we allow 2 rounds of testing/feedback and 2 subsequent rounds of fixes.

20.2 The Warranty Period begins 20 business days after handover for testing (or 30 days if data entry required) and lasts for 20 business days.

20.3 Extended warranty periods can be negotiated and specified in the Proposal.

20.4 All bugs must be reported within the Warranty Period to be fixed at no charge.

20.5 Issues not defined as bugs will be quoted separately or covered under Support & Maintenance Packages.

20.6 Bugs reported after the Warranty Period will be quoted separately or covered under Support Packages.

20.7 When open-source software is used, we cannot guarantee it is error-free. Updates or bug fixes may be quoted separately.

20.8 Fixes required due to mobile OS updates, search engine updates, or third-party system upgrades are not included under Warranty and will be quoted separately.

20.9 Warranty applies only to the latest 2 versions of major browsers (Chrome, Firefox, Safari, Edge), the latest version of Internet Explorer, and the latest 2 operating systems/devices for Windows, Android and iOS.

20.10 Launch Agency will determine, at its sole discretion, the extent of labour required to fulfil Warranty obligations.

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21. Support & Maintenance Packages

21.1 Support and maintenance services are a paid service utilising prepaid Support & Maintenance Packages. Packages can be purchased in blocks, with terms set out in the relevant package.

21.2 Support services consist of, but are not limited to:

• Answering technical questions relating to software, its operation and the CMS;
  
  
• Resolving technical issues that arise in relation to software or its operation (except exclusions in 21.4).

21.3 Maintenance services may consist of, but are not limited to:

• General design services;
  
  
• General copywriting services;
  
  
• General development services;
  
  
• General marketing services;
  
  
• Small updates to software;
  
  
• Landing page design and development;
  
  
• Out-of-warranty bug fixes;
  
  
• Out-of-scope project work;
  
  
• Data entry and content changes;
  
  
• General project management.
  
  

21.4 Support & Maintenance services do not include resolving:

• Issues relating to your networks, email, computer systems or unrelated software;
  
  
• Other technical issues not directly arising from the software provided by Launch Agency.
  
  

21.5 You may be required to provide, at your own cost, access to systems and networks. If you do not provide access within a reasonable time, we are not obliged to provide services and are not required to refund unused package time.

21.6 Support & Maintenance reduced hourly rates apply only if prepaid in full. Work outside a package will be billed at current professional rates.

21.7 Packages are not designed for major creative, technology, development or marketing tasks exceeding 40 hours. Work requiring more time will require a Proposal.

21.8 Estimated time for support tasks may be provided upon request.

21.9 Work begins upon receipt of a written support brief/request, confirmation of time estimates (where required), and confirmation of package hours available.

21.10 Support activities are limited to Launch Agency-created software and services.

21.11 Unused packages are non-refundable.

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22. Hosting

22.1 If Launch Agency provides hosting services, these are subject to the following terms.

Payment

22.2 Launch Agency may move you to a different hosting plan if usage consistently exceeds limits.

22.3 Hosting may be terminated with 1 month’s notice by either party.

22.4 Late payment may incur an administrative fee equal to one month’s hosting fee plus GST.

22.5 Repeated non-payment may result in removal from the hosting platform.

22.6 Hosting plan fees may change with 30 days’ notice.

Illegal or Offensive Content

22.7 You must not host illegal or offensive content.

22.8 Launch Agency may remove such content if required by law or regulator.

22.9 Prohibited content includes illegal acts, harmful instructions, prohibited sexual content, spam harvesting, malicious scripts, pirated material, slanderous statements, racist remarks, or breaches of the Fair Trading Act.

Exclusion of Liability

22.10 Launch Agency is not liable for downtime, loss of data, or business interruption from hosting services.

22.11 You are responsible for maintaining adequate backups, unless otherwise agreed.

Right of Sale

22.12 If you own a non-copyright website, you may sell it to a new owner.

22.13 If the website includes copyright components, the new owner must sign a new contract with Launch Agency, or liability remains with you.

22.14 Affiliate obligations must be honoured before transfer.

Right of Update

22.15 Launch Agency may update hosting terms or plans. Where updates affect pricing, 1 month’s prior notice will be given.

Customer Support

22.16 Hosting support covers minor stylistic/content changes and upgrade enquiries.

22.17 Larger updates or maintenance will be considered a new project and invoiced separately.

23. Domain Name Services

23.1 Launch Agency does not represent or warrant availability or suitability of domain names.

23.2 Launch Agency assumes no liability in relation to use of any domain name.

23.3 You must not transfer a domain name while accounts with Launch Agency remain unpaid.

23.4 Renewal invoices will be issued at least 14 days prior to expiry. If unpaid, continuity of the domain name cannot be guaranteed.

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24. Beacons and Other Devices

24.1 Launch Agency may supply beacons or other devices as part of a Proposal.

24.2 Installation will be performed by Launch Agency or with instructions provided.

24.3 You warrant that devices will be used only for their intended purpose.

24.4 Faulty devices may be replaced under supplier warranty, but Launch Agency does not guarantee performance of third-party devices.

24.5 All intellectual property rights in devices remain with third-party providers.

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25. Email/SMS Marketing

25.1 Launch Agency may provide services using an agreed email or SMS provider.

25.2 You are responsible for provider costs.

25.3 You must comply with applicable legislation, including the Privacy Act 1988 (Cth), Privacy Act 2020 (NZ), Spam Act 2003 (Cth) and Unsolicited Electronic Messages Act 2007 (NZ).

25.4 You warrant that:

• Recipients have consented to receive communications;
• Messages contain accurate information about you as sender;
• Messages contain a functional unsubscribe option honoured within 5 business days.

26. Social Media Management (SMM)

26.1 Social Media Management may include strategy, campaigns, content creation, client engagement, and analytics.

26.2 You must provide access to accounts or authorise Launch Agency to set up accounts.

26.3 If Launch Agency is not engaged for response management, it is not responsible for consequences of negative third-party feedback.

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27. Search Engine Optimisation (SEO)

27.1 SEO services may include on-page optimisation, content generation, and link building.

27.2 Launch Agency requires full website access to perform SEO duties.

27.3 You acknowledge that search engine algorithms are beyond Launch Agency’s control.

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28. Online Advertising

28.1 Online advertising services may include SEM, SMM, and PPC.

28.2 Unless otherwise agreed, Launch Agency will use professional accounts to engage providers (e.g. Google, Meta, Bing).

28.3 Media spend will ordinarily be charged directly to the Client’s own credit/debit card or payment method connected to the advertising platform. Where agreed in writing, Launch Agency may invoice the Client in advance for media spend and pay the platform on the Client’s behalf.

28.4 A 10% + GST media buying fee applies when campaigns are managed through Launch Agency’s accounts.

28.5 Media costs may vary depending on campaign needs, length of month, and goals.

28.6 Launch Agency retains ownership of campaigns, ad accounts, and working files. Client access is removed upon termination.

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29. Strategy and Analytics

29.1 Services may include audits, strategy development, implementation, and reporting.

29.2 Deliverables may include videos, images, memes, infographics, whitepapers, reports, surveys, and reputation management.

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30. Archiving / Retrieval

30.1 Launch Agency will endeavour to store files used in a Project for 12 months after completion. Retrieval is not guaranteed.

30.2 If retrieval is possible, Launch Agency will provide it at an Additional Cost.

30.3 Once launched, responsibility for archiving lies with the Client unless agreed otherwise.

30.4 Launch Agency may delete or archive creative assets in cold storage after 3 months. Retrieval requests beyond this period may incur a $250 + GST fee per request.

Change: Harmonised with Update doc Content & Creative Policy (archiving after 3 months, retrieval fee).

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31. Disbursements

31.1 Disbursement charges are not included in the Fees. If Launch Agency incurs disbursements or expenses during the course of a Project, these will be charged to you as Additional Costs.

31.2 Disbursements may include, but are not limited to:

• Plugins and themes purchased as part of the Project;
  
  
• Consumable materials utilised in a campaign;
  
  
• One-off costs for social media monitoring at events.

32. Warranty Disclaimer

32.1 Nothing in this Agreement excludes, restricts or modifies any right, remedy, guarantee, warranty, term or condition implied or imposed by legislation which cannot be lawfully excluded or limited.

32.2 Subject to Launch Agency obligations under non-excludable provisions, and to the fullest extent permitted by law, Launch Agency disclaims all warranties and representations with respect to the Services, whether express, implied, statutory, or arising out of usage of trade, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, or non-infringement.

32.3 You agree that all goods and services supplied under these Terms are supplied and acquired for the purposes of a business, and the Consumer Guarantees Act 1993 (NZ) and the Australian Consumer Law (Competition and Consumer Act 2010 (Cth)) do not apply where the law permits contracting out in business-to-business transactions.

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33. Limitation of Liability

33.1 To the fullest extent permitted by law, Launch Agency is not liable (whether in contract or tort) for:

• Faults or defects in any third-party services or goods connected with this Agreement; or
  
  
• Any indirect, special, or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings, or business interruption), whether foreseeable or not.

33.2 To the fullest extent permitted by law, Launch Agency’s total liability under this Agreement, whether in contract, tort (including negligence and breach of statutory duty) or otherwise, is capped at an amount equal to the total Fees paid by the Client in the 3 months immediately preceding the event giving rise to the claim.

33.3 To the fullest extent permitted by law, Launch Agency’s liability for breach of a non-excludable condition is limited to, at its option:

• Re-supplying the services; or
  
  
• Paying the cost of having the services supplied again; or
  
  
• Replacing the goods; or
  
  
• Paying the cost of replacing the goods or acquiring equivalent goods; or
  
  
• Repairing the goods; or
  
  
• Paying the cost of having the goods repaired.
  
  

33.4 Launch Agency will not be liable for any act or omission caused by events beyond its reasonable control, including strikes, lockouts, fire, theft, vandalism, natural disasters, pandemics, cyberattacks, or system outages.

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34. Indemnity

34.1 You indemnify, defend and hold harmless Launch Agency, its directors, officers and employees against all claims, liabilities, damages, expenses and costs (including legal fees on a full indemnity basis) in connection with:

• Any breach of this Agreement;
  
  
• Your negligent acts or omissions; or
  
  
• Your use of the Services, including third-party claims arising out of your use of the Services other than in accordance with this Agreement.
  
  

35. Intellectual Property and Supply of Raw/Editable Files

35.1 All Intellectual Property Rights in Project Intellectual Property vest in, or upon creation will vest in, Launch Agency.

35.2 We grant you a non-transferable, non-exclusive licence to:

• Publish one copy of the Project and supporting Project Intellectual Property unless otherwise stated; and
  
  
• Use and reproduce the Project Intellectual Property, subject to the restrictions in 35.3.
  
  

35.3 You must not, without our prior written consent:

• Adapt, create derivative works from or merge the Project Intellectual Property;
  
  
• Use it for any purpose other than the specific purpose for which it was provided;
  
  
• Reverse engineer, disassemble, or decompile it;
  
  
• Distribute, resell, assign, sublicense or otherwise make it available to others;
  
  
• Remove any proprietary notices or labels.
  
  

35.4 The supply of raw/editable files is at Launch Agency’s discretion and may incur Additional Costs, calculated as a percentage of the original Proposal or via a retrieval/release fee.

35.5 Stock images and commercial fonts remain the property of Launch Agency or its licensors and are not transferable.

35.6 Launch Agency does not warrant that designs, materials or content produced for you will not infringe third-party rights, but will notify you if it becomes aware of any infringement.

35.7 You agree to carry a “Website Design and Development by Launch Agency” logo or hyperlink in or under the website footer unless otherwise agreed.

35.8 You agree that Launch Agency may use Services provided for promotional and portfolio purposes.

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36. Confidentiality

36.1 Each party must keep confidential, and not use or disclose, the other party’s Confidential Information except as permitted by these Terms.

36.2 The obligation of confidence does not apply where disclosure is required by law or stock exchange rules, provided minimum disclosure is made.

36.3 A party required to disclose must:

• Give reasonable notice to the other party;
  
  
• Consult on the form of disclosure; and
  
  
• Take steps to preserve confidentiality.
  
  

36.4 Each party must safeguard the confidentiality of the other party’s Confidential Information.

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37. Calculation of Fees if Not Specified

37.1 If Fees are not specified in a Proposal, Purchase Order or otherwise at commencement, Launch Agency will charge at its current Professional Hourly Rates.

37.2 Hourly rates may change from time to time.

37.3 Travel time is not included in quotations. Meetings outside Launch Agency’s offices may incur Additional Costs.

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38. Payment of Fees and Additional Costs

38.1 You must pay all Fees and Additional Costs within 20 days of invoice issue, in cleared funds without deduction or set-off.

38.2 We may issue invoices for:

• Fees as specified in a Proposal;
  
  
• Additional Costs on an ad hoc basis; or
  
  
• Retainer invoices at the beginning of each calendar month.
  
  

38.3 If you fail to pay by the due date, we may:

• Charge interest on the overdue amount at 2% per month, calculated daily; and/or
  
  
• Recover collection costs including legal fees and debt collection charges.
  
  

39. Suspension of Services

39.1 If your invoices are overdue and/or unpaid, your account may be suspended.

39.2 If invoices remain unpaid for 14 days past due date, accounts will be suspended until payment is received.

39.3 If payment is not made within 21 days, Launch Agency may terminate your account and refer the balance for recovery.

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40. GST

40.1 Unless expressly stated otherwise, Fees and Additional Costs are exclusive of GST.

40.2 If GST is payable on any supply, the amount will be added to the invoice at the prevailing rate.

40.3 Launch Agency reserves the right to recover from you any GST assessed on supplies made under this Agreement.

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41. Term and Termination

41.1 This Agreement commences on the date the Client first accepts a Proposal, Scope of Work, or commences payment of fees.

41.2 The Agreement continues as a 12-month rolling contract. At the end of each 12-month period, the Agreement will automatically renew for another 12 months unless terminated in accordance with this clause.

41.3 Either party may terminate the Agreement by giving no less than 60 days’ written notice to the other. Notice must be provided by email to the primary contact listed in the Proposal or Scope of Work.

41.4 Launch Agency may terminate immediately if the Client:

• Fails to pay any fees within 10 days of the due date;
  
  
• Commits a material breach of any obligation not remedied within 14 days of notice;
  
  
• Becomes insolvent or enters liquidation, receivership or administration; or
  
  
• Engages in unlawful, defamatory or damaging conduct affecting Launch Agency.
  
  

41.5 On termination:

• All outstanding Fees and Additional Costs up to the date of termination become immediately payable;
  
  
• Any work in progress may be completed or withheld at Launch Agency’s discretion;
  
  
• Intellectual Property created for the Client remains subject to clause 35;
  
  
• Each party must return or destroy Confidential Information belonging to the other.
  
  

42. Non-Solicitation

42.1 During the term of this Agreement and for 12 months after termination, the Client must not directly or indirectly solicit, engage, or employ any employee, contractor or representative of Launch Agency without written consent.

42.2 Breach of this clause will incur liquidated damages equal to 3 months of that individual’s gross monthly remuneration.

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43. Force Majeure

43.1 Neither party will be liable for delay or failure to perform its obligations under this Agreement if caused by events beyond its reasonable control, including but not limited to natural disasters, government restrictions, pandemics, cyberattacks, platform outages, strikes, lockouts, fire, theft, vandalism or internet failures.

43.2 The affected party must notify the other as soon as practicable and use reasonable endeavours to mitigate the effect.

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44. Governing Law and Jurisdiction

44.1 This Agreement is governed by the laws of:

• New Zealand, if the Client is domiciled in New Zealand; or
  
  
• New South Wales, Australia, if the Client is domiciled in Australia.
  
  

44.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of the applicable region.

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45. Dispute Resolution

45.1 If a dispute arises, the parties must first negotiate in good faith to resolve it.

45.2 If unresolved within 20 business days, the parties agree to attempt mediation with a mutually agreed mediator.

45.3 If mediation fails, either party may commence court proceedings in the governing jurisdiction.

45.4 Nothing prevents a party from seeking urgent injunctive relief.

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46. Privacy and Data Protection

46.1 Each party must comply with applicable privacy and data protection laws, including:

• Privacy Act 1988 (Cth) (Australia);
  
  
• Privacy Act 2020 (NZ).
  
  

46.2 The Client warrants that any personal information provided to Launch Agency has been collected and disclosed in compliance with applicable privacy laws.

46.3 Launch Agency will take reasonable steps to protect personal information in its possession against loss, misuse, interference, unauthorised access, modification or disclosure.

46.4 The Client must comply with:

• Spam Act 2003 (Cth) (Australia);
  
  
• Unsolicited Electronic Messages Act 2007 (NZ).
  
  

47. Electronic Transactions

47.1 The Client consents to the use of electronic signatures, notices and approvals in connection with this Agreement, in accordance with:

• Electronic Transactions Act 1999 (Cth) (Australia); and
  
  
• Electronic Transactions Act 2002 (NZ).
  
  

47.2 Electronic communications will be deemed received when they enter the recipient’s information system.

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48. General

48.1 Notices must be in writing and sent to the contact details provided in the Proposal or Scope of Work.

48.2 Neither party may assign or transfer rights or obligations under this Agreement without the other’s consent, which must not be unreasonably withheld.

48.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in force.

48.4 This Agreement constitutes the entire agreement between the parties and supersedes all prior proposals, communications and representations.

48.5 A waiver of any breach of this Agreement is not a waiver of any other breach.

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49. Interpretation

49.1 In this Agreement, unless the context requires otherwise:

• Words importing the singular include the plural and vice versa;
  
  
• Headings are for convenience only and do not affect interpretation;
  
  
• “Including” means “including without limitation”;
  
  
• References to legislation include amended or replaced legislation.
  
  

50. Dictionary

50.1 In this Agreement, unless the context requires otherwise:

• Additional Costs means the charges described in clause 7.
  
  
• Approval Item means any item listed in clause 9.
  
  
• Client Content means materials supplied by you under clause 6.
  
  
• Confidential Information means information disclosed by either party that is confidential by nature.
  
  
• Fees means the fees payable to Launch Agency for the Services.
  
  
• GST means goods and services tax under A New Tax System (Goods and Services Tax) Act 1999 (Cth) or the Goods and Services Tax Act 1985 (NZ), as applicable.
  
  
• Intellectual Property Rights means all present and future rights in copyright, designs, patents, trademarks, trade secrets and other proprietary rights.
  
  
• Project means the services or deliverables specified in the Proposal or Scope of Work.
  
  
• Proposal means a written document prepared by Launch Agency setting out specifications, deliverables and pricing.
  
  
• Services means the services described in clause 4.
  
  
• Specifications means the functional, technical or design requirements specified in the Proposal or Scope of Work.
  
  

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