Terms and privacy

Who you are contracting with, and when the agreement starts

This agreement is made with Avaray Pty Ltd as trustee for The Avaray Family Trust (ABN 30 198 597 682) of Suite 4, 350 Oxford Street, Bondi Junction NSW 2022, trading as Avaray Creative (Avaray Creative, we, us).

When it starts. This agreement takes effect, and you accept these Terms, on the earliest of the following: you commission us under an estimate, quote or Scope of Work; you pay a deposit or any invoice; you give us instructions to begin; you approve a proposal; or you accept or use any Deliverable. No signature is required. If any of these happens, the agreement is in place.

What forms the agreement. These Terms, together with the applicable Scope of Work, form the whole agreement between us. Where they conflict, the Scope of Work prevails on commercial matters (fees, deliverables, timing) and these Terms prevail on everything else.

Purchase orders and vendor terms. Any purchase order, procurement terms, supplier code of conduct, vendor onboarding portal terms, master services agreement or similar document issued by you is expressly rejected and has no effect, whether issued before or after these Terms, unless we have signed it. Our performance of work, issuing of an invoice, or acceptance of payment is not acceptance of any such document.

Variations. These Terms may only be varied by a document signed by both parties. A variation agreed that way prevails over any conflicting earlier document or correspondence.

Governing law. This agreement is governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the courts able to hear appeals from them.

Definitions

In these Terms:

Client, you means the party engaging Avaray Creative, including any entity in the same group that receives or uses the Deliverables.

Scope of Work or SOW means the written proposal, quote, estimate, email approval or project plan describing the services, deliverables, fees, timing, assumptions and exclusions.

Deliverables means the final work product identified in the SOW and supplied to you.

Avaray Material means all creative content, concepts, designs, artwork, copy, photography, code, prototypes and digital files created by or for Avaray Creative.

Working Files means native, editable or source files, including layered design files, code repositories, component libraries, project files, raw footage and unflattened artwork.

Preparation Material means concepts, sketches, routes, drafts, mood boards, wireframes, unused ideas and any work not selected as a Deliverable.

Revision Round means one consolidated set of Client feedback delivered in a single written response.

Minor Change means an amendment to text, colour, image placement or layout within the approved direction, taking no more than three hours of studio time in total.

Material Change means any change to the creative direction, structure, functionality, format or quantity of deliverables, or anything that is not a Minor Change.

Change Request means any Client request that alters scope, deliverables, timing, assumptions or effort.

Dormant Project means a project where Avaray Creative has been waiting 30 or more consecutive days for Client feedback, approval, materials, access or payment.

Solution means any software, microservice, web application, website or technical build developed by Avaray Creative.

Third Party Services means platforms, APIs, libraries, plugins, themes, fonts, stock assets, hosting and any other service or asset not created by Avaray Creative.

Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.

Fees and payment

How fees are set. Fees are set by the type, scope and complexity of the services and are stated in the SOW. All fees are quoted and invoiced exclusive of GST, which is added as required by law.

Payment schedule. The SOW sets the payment schedule. Where the SOW does not state one, the following applies:

Invoice terms. Invoices are payable within seven (7) days of the invoice date unless the SOW states otherwise. A payment plan is only effective if agreed in writing by both parties and adhered to.

No set-off. You must pay each invoice in full by its due date. You may not withhold, offset or deduct any amount, or delay payment, on account of internal approval processes, restructures, changes in business priorities, or any claim or counterclaim, except to the extent you have a right to do so that cannot lawfully be excluded.

Overdue invoices. Where an invoice is not paid by its due date:

The amounts in this clause are a genuine pre-estimate of our cost of funding the shortfall and of administering and recovering the debt, and are not a penalty.

Additional work. Work outside the SOW is charged at $180 per hour plus GST and requires written agreement on scope before it commences. See clause 4.

Third party costs. All fees exclude Third Party Services and associated costs, including image, font, stock and software licences, photography, print, hosting, domains, web services, courier and freight, unless the SOW states otherwise. You are responsible for these costs. We may provide estimates on request, but responsibility for payment rests with you.

Fees are payable regardless of use. Fees are payable whether or not you use, implement, launch or benefit from the Deliverables.

Media and advertising spend. Where we place advertising or media spend on your behalf:

Revisions and change requests

What is included. Unless the SOW states otherwise, each Deliverable includes two Revision Rounds of Minor Changes, free of charge, requested within 14 days of the Deliverable being presented.

What counts as a Minor Change. Amendments to text, colour, image placement or layout within the approved creative direction, taking no more than three hours of studio time in total across the round.

How feedback works. Each Revision Round must be delivered as a single consolidated written response. Feedback delivered in instalments, or feedback arriving after a round has been actioned, is treated as a further round. Conflicting feedback from multiple stakeholders is returned to you for resolution before we proceed, and the time spent doing so is chargeable.

What is not included. The following are Material Changes and are charged as additional work at $180 per hour plus GST:

Approval before change. We will tell you in writing when a request is a Material Change, and provide an estimate. We are not obliged to commence the work until you approve the estimate in writing. Where you instruct us to proceed without written approval and we do so, the work is chargeable at the rate above.

Revisions do not restart the project. Requesting revisions does not pause, extend or suspend any payment obligation.

Your responsibilities

Information and materials. You must provide all information, content, brand assets, access and approvals we need, in a usable format, within the timeframes in the SOW.

Rights in what you give us. You warrant that you own or are licensed to use all materials you provide, and that you authorise us to use them for the project. You indemnify us against any claim arising from our use of those materials.

Proofing. It is the Client’s responsibility to proof read and approve all final copy, data, specifications and artwork before the production of any Deliverable, including artwork sent to print, a website or application being deployed, packaging going to plate, or any other deliverable being released or published.

Email approval is conclusive. Written approval from your nominated representative, including by email, is conclusive evidence of your approval of the relevant copy and artwork prior to its release, production, printing or deployment. We are entitled to rely on an approval given by any person who holds themselves out as authorised to give it, and you are responsible for telling us in writing who is authorised.

Errors after approval. Once you have approved a Deliverable, any cost of correction, reprint, re-manufacture, re-deployment or re-release arising from an error in the approved material is yours, regardless of who introduced the error.

Nominated contact. You must nominate one person with authority to give feedback and approvals. Where feedback comes from multiple sources, clause 4 applies.

Delays. Delays by you in providing feedback, approvals, materials, access, instructions or payment may affect timelines and costs. We are not liable for any consequence of those delays, and we may re-sequence or re-schedule the work to accommodate other commitments. Where a delay causes us to hold capacity we cannot otherwise fill, we may charge for that time at $180 per hour plus GST.

Approvals and stage sign-off

Stages. The SOW sets out the work stages and the approvals required at each. We may require written sign-off at a stage before proceeding to the next.

Approval is final for that stage. Approval of any work at any stage is acceptance of that stage as final. Any change requested after approval of a stage is a Material Change under clause 4 and is charged accordingly, including where it requires rework of a later stage.

Deemed approval. If we do not receive written feedback or approval within seven (7) Business Days of presenting a Deliverable or stage, that Deliverable or stage is deemed approved and we may proceed and invoice accordingly.

Colour. Where colour accuracy matters, a digital or hard-copy proof is available on request and at your cost. Screen rendering, substrate, print process and third party manufacturing all affect colour. We do not warrant exact colour match unless you have approved a physical proof produced by the actual production supplier.

Production and print. Where production, print or manufacture is carried out by a third party, we are not responsible for that party’s output, quality, timing or wastage, including where we assist in managing them.

Cancellations, postponements and dormant projects

Booked time. Where a date is booked for a shoot, workshop, session or production day:

In each case you also remain liable for all third party costs and expenses already committed or incurred, including crew, talent, location, equipment and travel. These amounts reflect the fact that we reserve capacity and turn away other work for a booked date, and are a genuine pre-estimate of our loss, not a penalty. Weather-related cancellation of an outdoor booking is treated as cancellation on the notice actually given.

Cancelling a project. Where you cancel a project before completion, you must pay for all work performed and all commitments made to the date of cancellation, plus any amount payable under clause 18.

Postponement. A postponement of more than 30 days is treated as a cancellation of the booking, and a new booking is subject to availability and current rates.

Dormant projects. Where a project becomes a Dormant Project, we may close the project file and release the allocated resources. To restart a closed project:

The remobilisation fee reflects the cost of re-briefing the team, re-establishing project context and re-opening files, and is a genuine pre-estimate of that cost.

Intellectual property

This clause sets out one position on ownership, with one stated default.

Default position. Unless the SOW expressly states that a Deliverable is supplied on a Buy-Out Basis, every Deliverable is supplied on a Licence Basis. Where the SOW is silent, the Licence Basis applies.

Licence Basis. We retain ownership of all intellectual property in the Avaray Material. On receipt of payment in full, we grant you a perpetual, worldwide, exclusive, non-transferable licence to use, reproduce and display the Deliverables for the purposes described in the SOW. The licence does not permit you to resell, sublicense or license the Deliverables to a third party, or to use them for a purpose materially different from the one described in the SOW, without our written consent.

Buy-Out Basis. Where the SOW expressly states a Buy-Out Basis, we assign to you all intellectual property in the identified Deliverables on receipt of payment in full, subject to third party rights and to the carve-outs below.

What never transfers. Under either basis, the following remain our exclusive property and are not assigned, licensed or supplied to you:

Working Files may be purchased separately where we agree in writing. The fee is quoted at the time and reflects the value of the asset, not the time to send it.

Payment is a condition. All intellectual property in every Deliverable, and every licence granted, remains with us until we have received payment in full. Until then you have no right to use, reproduce, publish, deploy or exploit any Deliverable, in whole or in part, including any version supplied for review. Use before payment is an infringement of our copyright and a breach of this agreement, and we may pursue both.

Non-payment. Where payment is not made as required, we may revoke any licence, require you to cease use and remove the Deliverables from circulation, and re-use, adapt or license the designs and concepts to any other party at our discretion.

Preparation Material and unused concepts. Preparation Material, unused concepts and routes not selected remain our exclusive property. We may develop, adapt and use them for other clients, taking reasonable care that what we produce is distinct from your Deliverables.

Moral rights. You give irrevocable consent to any act or omission that would otherwise infringe our moral rights, including any reasonable modification or adaptation we make, and any use of the Deliverables without attribution. You must not remove or alter any attribution we have included without our consent.

Your material. You retain all rights in material you supply to us. You grant us a licence to use it as needed to perform the services and, subject to clause 16, to promote our work.

Trademarks and clearance. We do not provide trademark registration, clearance or legal name search services. Registering and protecting trademarks and business names is your responsibility, and we recommend independent legal advice. We give no warranty that any name, mark or design is available for registration or free from third party rights.

Stock assets and third party licences

Our right to use them. We may use licensed stock and third party assets in the creation of the Deliverables, including stock photography, illustration, video, audio, 3D assets, fonts, icons, themes, plugins, templates and code libraries. This is normal studio practice and is not a reduction in the quality or originality of the work.

Cost. Where an asset carries a cost that is not already included in the SOW, we will tell you the cost before purchase. Where the cost of a single asset is $250 or more, we will seek your written approval first. Below that threshold we may purchase it and on-charge it at cost.

Who holds the licence. Each asset is used under the licence terms of its provider. Those terms, not this agreement, govern how the asset may be used. Where the licence is held in our name and is not transferable, the asset is licensed to you only for use within the Deliverable, and you must not extract it and use it separately. Where you need the licence in your own name, or need an extended or exclusive licence, tell us before we begin and we will quote accordingly.

Your obligations. You must comply with all licence terms, usage limits and attribution requirements attaching to any third party asset in a Deliverable. You indemnify us against any claim, loss or cost arising from your failure to do so, including use beyond the licensed territory, media, print run, duration or impression count.

No exclusivity. Unless we tell you otherwise in writing, stock assets are non-exclusive. The same asset may appear in work by other parties, including competitors, and that is not a defect.

Our warranty is limited to our own work. The originality warranty in clause 13 applies only to original material created by us. It does not extend to third party assets, which remain subject to their own licences and warranties.

Out of scope and third party services

Out of scope. Unless the SOW expressly includes them, the following are outside scope and not included in the fees:

Third Party Services. We may use Third Party Services to deliver the services and the Solution. You acknowledge that we do not control them and that their availability, functionality, performance, pricing and terms are set by their providers. You must comply with all applicable terms, licences and usage restrictions of any Third Party Service, and you indemnify us against any claim, loss or cost arising from your failure to do so.

No liability for third parties. We are not liable for any downtime, outage, error, failure, data loss, security incident, delay, cost, fee, price increase, deprecation or penalty arising from a Third Party Service, or from any change a provider makes to it. Where a Third Party Service changes or is withdrawn and work is required as a result, that work is chargeable as additional work.

Integration and operation. You acknowledge that the performance of the Solution depends on the correct integration, configuration, hosting and ongoing operation of Third Party Services, and that those are your responsibility unless the SOW says otherwise.

File delivery, archiving and retrieval

How files are delivered. Deliverables are supplied once, digitally, via a download link or shared folder, in the formats stated in the SOW. Where the SOW does not state formats, we supply production-ready output formats appropriate to the medium. Working Files are not included, per clause 8.

Download them. Download links are active for 30 days. It is your responsibility to download, check and store the files within that period, and to keep your own backup. We are not your archive.

Retention. We will make reasonable efforts to retain final Deliverables for two (2) years from the date of project completion. After that period we are under no obligation to hold them, and may delete them without notice. We give no warranty that any file will be available, and we have no liability for any file that is not.

Retrieval fee. Where you ask us to re-supply a Deliverable within the retention period, a retrieval fee of $95 plus GST per request applies. Requests requiring more than 30 minutes of work, or involving reconstruction, re-export or conversion of files, are charged at $180 per hour plus GST.

Physical media. Delivery on physical media is $95 plus GST per drive, plus courier or postage at cost.

Retrieval requires a clear account. We are not obliged to supply, re-supply or restore any file while any amount is outstanding.

Warranty and support

What we warrant. For 30 days from delivery of a Solution, we will correct, at no charge, defects or errors in the components we developed and control, where those defects arise from our work and the Solution is used as delivered and as intended.

What the warranty does not cover. The warranty does not apply to:

Integration with the systems identified in the SOW does not void the warranty. Integration with other systems takes those components outside its scope but does not void it for the remainder.

Reporting. Defects must be reported in writing within the warranty period with enough detail for us to reproduce them. We are not obliged to investigate a defect we cannot reproduce.

Testing. We may provide a testing environment for you to validate functionality and data transfer. Your confirmation that the Solution functions in that environment, or your failure to raise a defect before go-live, is acceptance of that functionality.

Deployment and live performance. Deployment to, and performance in, your live environment is your responsibility, including hosting, configuration, integration and ongoing operation, unless the SOW says otherwise.

Beyond the warranty. Post-warranty support is available via pre-purchased support packs or a structured service level agreement. We recommend an SLA for anything business-critical. SLA terms are agreed separately in writing. Without one, we give no commitment on response time, availability or uptime, and support requests are handled on a reasonable efforts basis as capacity allows.

No guarantee of outcomes. We do not guarantee any commercial outcome, including sales, revenue, leads, conversions, engagement, reach, traffic, search ranking, delivery or inbox placement, approval by any platform or regulator, or financial performance. Marketing and advertising outcomes depend on market conditions, competition, platform algorithms, pricing, product and factors outside our control.

Liability

Australian Consumer Law. Nothing in this agreement excludes, restricts or modifies any guarantee, condition, warranty, right or remedy that applies under the Australian Consumer Law or any other law and that cannot lawfully be excluded, restricted or modified. Every other clause in this agreement is read subject to this paragraph.

Where we can limit our liability, we do. Where the Australian Consumer Law permits us to limit our liability for a failure to comply with a consumer guarantee, our liability is limited, at our option, to:

Cap on liability. Subject to the two paragraphs above, our total aggregate liability for all claims arising under or in connection with this agreement, however arising, including in contract, tort, negligence, statute or otherwise, is limited to the total fees paid by you to us under the relevant Scope of Work in the 12 months preceding the first event giving rise to the claim.

Excluded loss. Subject to the Australian Consumer Law paragraph above, we are not liable for any loss of profit, revenue, anticipated savings, data, opportunity, reputation or goodwill, business interruption, or any indirect, special, punitive or consequential loss, whether or not we were advised such loss was possible.

Originality. We warrant that, to the best of our knowledge, original material we create under this agreement does not infringe the intellectual property rights of a third party. This warranty does not extend to third party assets (clause 9), to material you supply, to any name or mark (clause 8), or to any Deliverable as modified by you or a third party.

Error checking. Quality matters to us, but we do not warrant that the work is free of errors. You are responsible for reviewing factual accuracy, spelling, pricing, legal claims, nutritional or product claims, measurements and specifications, and for giving final approval before use. See clause 5.

Legal clearance. You are solely responsible for ensuring that any name, trademark, logo, claim, statement or content used in the project is legally available and compliant with all applicable laws, codes and industry standards. We are not liable for any claim, dispute, regulatory action or consequence arising from content clearance, whether before or after completion.

Likeness and consents. You must obtain written consent from every person whose image, voice, likeness or personal information appears in a Deliverable, and from the owner of any property depicted. You indemnify us against any claim, loss or cost arising from a failure to obtain those consents.

Your material and modifications. We are not liable for any issue arising from material you supply, from a Third Party Service, or from a modification made to a Deliverable outside our control. You accept responsibility for those risks.

Contribution. Our liability is reduced to the extent that the loss was caused or contributed to by you, your personnel, your other suppliers, or your failure to meet an obligation under this agreement.

Time limit. Any claim against us must be notified in writing within 12 months of the date you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

Indemnity

You indemnify and hold harmless Avaray Creative, its related entities, and their officers, employees, agents and subcontractors against all claims, liabilities, damages, losses, costs and expenses, including reasonable legal costs, arising out of or in connection with:

This indemnity is continuing and irrevocable, and survives termination or expiry of this agreement. It is reduced to the extent that the loss was caused by our own fraud, wilful misconduct or breach of this agreement.

You must not settle or compromise any claim covered by this indemnity in a way that admits fault on our part, or imposes an obligation on us, without our written consent.

Confidentiality, data and privacy

Confidentiality. Each party must keep the other’s confidential information confidential, use it only for the purposes of this agreement, and not disclose it without consent. These obligations continue indefinitely after this agreement ends.

Our confidential information includes our pricing, rates, margins, methodologies, processes, frameworks, systems, templates, internal documentation, the identity of our subcontractors and suppliers, and the terms of this agreement. You must not disclose our pricing or rates to a third party, including in a tender, benchmarking exercise or procurement review, without our written consent.

Permitted disclosure. A party may disclose confidential information where required by law, to a professional adviser under a duty of confidence, or to a subcontractor who needs it to perform the work and is bound by equivalent obligations.

Personal information. Where we handle personal information on your behalf, we will handle it in accordance with the Privacy Act 1988 (Cth) and use it only as needed to perform the services. You warrant that you have collected it lawfully and have the consents required for us to handle it as contemplated by the SOW, and you remain the party responsible for it.

Data security and backups. We maintain reasonable security practices appropriate to a studio of our size. We are not a data custodian: you must maintain your own backups of all content, data and files, including anything held in a system we build or administer. We are not liable for loss of data except to the extent caused by our breach of this clause.

Data breaches. We will notify you without undue delay of any actual or suspected unauthorised access to your personal information in our possession, and cooperate reasonably with your assessment and notification obligations.

Credentials. Where you give us access to your systems, you are responsible for provisioning and revoking access and for the security of your own environment. You must revoke our access on completion if you want it removed.

AI assisted tools. We may use artificial intelligence and machine learning tools in the course of producing the work, including for research, drafting, ideation, image and asset generation, code assistance and production efficiency. All output is reviewed by our team before it is presented to you. Where you require us not to use such tools, or not to input your material into them, you must tell us in writing before the project commences, and we will confirm whether we can accommodate that and at what cost. Absent that notice, your approval of a Deliverable is your acceptance of it however produced.

Portfolio and promotional use

Our right to show the work. We may display and describe the work we produce for you, including final Deliverables, concepts, process work, screenshots, summaries, behind-the-scenes content, results and case studies, in our portfolio, on our website, in social media, online galleries, award and tender submissions, printed publications, presentations and other marketing material. This right continues after this agreement ends.

Your name and logo. We may identify you as a client and use your name and logo for that purpose.

Timing. We will not publish work before you have launched it publicly, unless you agree otherwise.

Confidential projects. Where you need a project kept out of our portfolio, tell us in writing before the project commences and we will agree the restriction in the SOW or a separate confidentiality agreement. An existing non-disclosure agreement between us overrides this clause to the extent of any inconsistency.

Objections after the fact. If you object to a specific published item, email us and we will consider removing it. We will remove anything that is genuinely commercially sensitive. We are not obliged to remove work that is already public.

Alterations by you. You may alter, modify or adapt the Deliverables after delivery, subject to clause 8. Where you do, we may note that the published version is not ours, and we are not responsible for the effect of those changes on the integrity, performance or compliance of the work.

Subcontractors and non-solicitation

Subcontracting. We may subcontract any part of the services, including strategy, design, copywriting, photography, videography, CGI, modelling, development and media buying. We remain responsible to you for the services. We are not obliged to disclose the identity of our subcontractors, and their identity is our confidential information.

Our people. We decide who performs the work. Nothing in this agreement entitles you to a particular individual, and we may substitute personnel of equivalent capability.

Non-solicitation. During the term and for twelve (12) months after it ends, you must not solicit, recruit, engage or employ, directly or indirectly, any employee or contractor of Avaray Creative who has been involved in performing the services, without our written consent.

Recruitment fee. Where you breach this clause, or where such a person begins providing services to you or to a related entity during the restricted period, you must pay us a recruitment and replacement fee equal to 15% of that person’s annualised remuneration or fees, with a minimum of $15,000 plus GST. This amount is a genuine pre-estimate of our loss, including recruitment, onboarding, training, handover, lost capacity and business disruption, and is not a penalty.

Carve-out. This clause does not apply where the person responds to a general public advertisement not directed at our personnel and is engaged without any other solicitation by you.

Termination

For convenience. Either party may terminate on 30 days written notice. A retainer may be terminated on 30 days notice effective at the end of a monthly cycle.

For breach. Either party may terminate immediately where the other fails to perform a substantial obligation and does not remedy it within 10 Business Days of written notice.

Immediate termination by us. We may terminate immediately, without notice, where you:

What you pay on termination. On termination for any reason, you must pay:

Deposits and prepayments. Deposits and upfront payments are non-refundable where we terminate for your breach or you terminate for convenience, because they cover preparation, resourcing and committed capacity. Where we terminate for convenience, or you terminate because of our material breach, we will refund the portion of any prepayment that relates to work we have not performed and costs we have not committed.

Deliverables. On termination, each party keeps the Deliverables for which payment has been made. Intellectual property in unpaid Deliverables remains ours under clause 8, and you must cease all use of them. We are not obliged to deliver, complete or hand over any work beyond what has been paid for, and we are not obliged to supply Working Files in any circumstance.

Return of materials. On request, each party must return or destroy the other’s confidential information, subject to retaining copies required by law or held in routine backups.

Survival. Clauses 3, 7, 8, 9, 11, 12, 13, 14, 15, 16, 17, 18 and 19 survive termination or expiry, together with any other clause that by its nature is intended to survive.

Disputes, force majeure and general

Disputes. Before commencing proceedings, a party must give written notice of the dispute, and the parties must meet, in person or by video, within 10 Business Days to attempt resolution in good faith. If unresolved after 20 Business Days, either party may refer the dispute to mediation. If still unresolved, either party may commence proceedings. Nothing in this clause prevents a party from seeking urgent interlocutory relief, or us from recovering an undisputed debt.

Force majeure. Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, fire, flood, pandemic, epidemic, government action, industrial action, war, civil unrest, failure of a utility or telecommunications network, and failure or outage of a Third Party Service. Payment obligations are not excused by this clause. Where the event continues for more than 60 days, either party may terminate on written notice, and clause 18 applies.

Notices. Notices must be in writing and sent to the email address last used by the parties for project correspondence, or to our registered address. A notice sent by email is taken to be received on the Business Day it is sent, unless the sender receives a delivery failure.

Entire agreement. These Terms and the applicable SOW are the entire agreement between the parties on their subject matter, and supersede all prior discussions, representations, proposals, purchase orders and correspondence. Neither party has relied on any representation not set out in this agreement.

Severability. If a provision of this agreement is void, unenforceable or illegal, it is read down to the extent necessary to make it valid, or if it cannot be read down, severed, and the remainder continues in full force.

Waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is only effective if given in writing.

Assignment. You may not assign or novate this agreement, or any right under it, without our written consent. We may assign or novate this agreement to a related entity or in connection with a sale of our business, and may subcontract under clause 17.

Relationship. The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship.

No exclusivity. Nothing in this agreement prevents us from providing services to any other party, including a competitor of yours, subject to clause 15.

Counterparts and electronic signature. This agreement may be accepted or executed electronically and in counterparts, each of which is an original.

Variation. No variation is effective unless in writing and signed by both parties. See clause 1.

Marketing communications. We may invite you to join our mailing list. You will only receive marketing emails from us if you consent, and you can unsubscribe at any time. We do not sell or share your contact details with third parties.

Insurance. We maintain professional indemnity and public liability insurance appropriate to our business. Details are available on request. Nothing in this clause extends our liability beyond clause 13, and the existence of insurance does not create or increase any liability.

Acceptance. By commissioning Avaray Creative, paying an invoice, giving instructions to proceed, or accepting or using any Deliverable, you accept these Terms.