Terms of Engagement

These terms, together with the quotation or proposal we have issued and you have approved, form the whole of the agreement between Pomerium Pty Ltd (ABN 15 672 100 962) and you. Where a quotation and these terms disagree on a point, the quotation prevails on scope, fees and dates; these terms prevail on everything else.

The agreement begins on the date you approve a quotation in writing, or the date we begin work at your request, whichever comes first. It continues until the work described is delivered and paid for, or until either of us ends it under clause 19.

Project Work is work with a defined scope and endpoint, described in a quotation. Retained Work is an agreed allocation of studio hours each month, described in a retainer schedule. Additional Work is anything you ask for that falls outside either.

We will perform the services with the care and skill reasonably expected of an experienced creative studio, act in good faith, and tell you promptly if anything arises that may affect scope, cost or timing.

Nothing here prevents us from working with other clients, including clients in your sector. Our independence is part of what you are buying.

Creative work moves at the speed of its approvals. To keep to the dates in the quotation, please give us the materials, information, access and decisions we ask for within the agreed timeframes, and nominate one person with authority to approve work on your behalf.

Where a delay in receiving materials or approvals pushes the schedule, we will reschedule in good faith around our other commitments. Delivery dates are estimates made in reliance on your input, not guarantees independent of it.

If a project is paused at your request for more than thirty days, or requires rescheduling of booked studio time at short notice, we may charge a rescheduling fee to cover the reserved capacity.

Each deliverable in a quotation includes two rounds of refinement unless stated otherwise. A round means one consolidated set of feedback from you and one revised version from us. Further rounds, or changes of direction after a round has been approved, are Additional Work.

Written approval of a version means that version is signed off. We are not responsible for errors, omissions or typographic mistakes in material you have approved, though we will of course help put them right.

Additional Work is quoted before it begins. We will not proceed on it, or invoice for it, without your written agreement.

Fees are as set out in the quotation. Unless the quotation says otherwise, they are quoted exclusive of GST and of third-party costs under clause 6.

Where a quotation offers a prepayment courtesy, it applies only to payment received in full before work commences. Where a deposit structure applies, work begins on receipt of the deposit and final files are released on receipt of the balance.

Quotations are valid for thirty days from issue. Beyond that we may need to requote, particularly where third-party costs or exchange rates have moved.

Some work requires things we buy on your behalf: typeface licences, stock photography or footage, music, printing, fabrication, couriers, talent, or specialist contractors. These are charged at cost plus a fifteen per cent administration fee covering sourcing, licensing and management.

We will seek your written approval before committing to any single third-party cost above two hundred dollars. Ordinary studio overheads such as software, telephone and postage are included in our fees and are never charged on.

Third-party licences are issued on the terms of their owners. We will tell you the scope of any licence we buy for you, but we cannot extend it beyond what its owner permits, and it is your responsibility to stay within it once the work is in your hands.

Project Work is invoiced as set out in the quotation. Retained Work is invoiced monthly in advance. Additional Work and third-party costs are invoiced as incurred.

Invoices are payable within fourteen days unless the quotation states otherwise. Interest may be charged on overdue amounts at two per cent per month, calculated daily.

Where an invoice remains unpaid beyond fourteen days after its due date, we may suspend work and withhold delivery of files until the account is settled. We will always tell you before we do this. Suspension does not relieve you of amounts already owing.

If we have to recover an unpaid debt, reasonable costs of doing so are payable by you.

Where GST applies, it is payable in addition to the fees and shown separately on the tax invoice.

Services supplied to clients outside Australia are generally GST-free as an export of services. Where that treatment applies we will invoice accordingly. You remain responsible for any tax, duty or withholding imposed in your own jurisdiction, and amounts payable to us are net of any such deduction.

Fees may be quoted for reference in one currency and invoiced in another, as stated in the quotation. Bank charges and conversion costs on payments to us are yours.

What you give us. You confirm that you own, or have the right to use and to let us use, everything you supply: copy, imagery, logos, data, trade marks and anything else. We rely on that confirmation and cannot verify it independently.

What we already own. Everything we bring to the work that existed before it, or that we develop as general studio capability, remains ours. That includes our design systems, templates, grids, component libraries, scripts, build tools, methodologies and know-how. Nothing in this agreement transfers any of it to you.

What you will own. Copyright and all other intellectual property in the final deliverables created specifically for you passes to you on our receipt of payment in full, and not before. We will do whatever is reasonably necessary to give effect to that transfer once payment is received.

Before payment. Until payment is received in full, we retain ownership of the deliverables and you have no licence to use, publish, reproduce or modify them. Any use before payment is unlicensed use of our copyright.

Working files. The materials by which the work is made are distinct from the work itself. Layered artwork, source and project files, unflattened designs, editable timelines, raw footage and photography, 3D scenes, code repositories, working drafts, research and unused concepts are our property and remain with us. They are not deliverables and are not included in the fee.

Where you would like the working files, we are usually happy to licence or assign them, on terms and for a fee agreed at the time. That fee reflects both the value of the underlying work and the fact that releasing them ends our ability to reuse the system they are built on.

Unused concepts. Directions presented but not selected remain ours, and we may develop or reuse them elsewhere, provided we do so in a way that carries none of your confidential information and is not identifiably yours.

Moral rights. The individuals who make the work retain their moral rights under the Copyright Act 1968 (Cth). You agree not to treat the work in a way that is derogatory to its makers, and where practical to credit Pomerium in the customary manner for the medium.

Once the work is public, we may include it in our portfolio, on our website and social channels, in credentials and proposals, and in award submissions. We may reproduce the deliverables and describe our role and the outcome.

We will not reveal confidential information or commercial results without your consent, and if timing matters to you, tell us and we will hold until you are ready.

If you would prefer we did not show the work at all, we can agree that at the outset, though it may affect the fee, since our portfolio is part of how we win future work.

Each of us may learn confidential things about the other: plans, finances, methods, client lists, unreleased work. Neither of us will use or disclose the other's confidential information except as this agreement requires, or as the law compels, and each of us will protect it with reasonable care.

Information already public, already known, or independently developed without reference to the other's material, is not confidential. This clause survives the end of the agreement.

We handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and we will tell you promptly if we become aware of a data breach affecting your information.

Where we process personal data on your behalf, for example a guest list or a subscriber file, we do so only on your instructions and only for the purposes of the work, and we will return or securely destroy it when the work concludes if you ask us to.

We use automated and machine-learning tools where they improve speed, quality or consistency. Every deliverable is directed, edited and approved by a person, and we remain fully responsible for it.

We do not put your confidential information, unreleased material or personal data into publicly-trained models. Where a project requires a stricter position than this, tell us and we will agree it in writing before we begin.

We keep project files for twenty-four months after final delivery. Within that period we will supply a further copy of your final deliverables at no charge if you lose them.

After twenty-four months we may archive or delete files without further notice. Retrieval from deep archive, where possible, is charged at our hourly rate. Keeping your own copy of the deliverables remains your responsibility.

You warrant that material you supply is accurate, lawful, and does not infringe anyone's rights, and that you hold any consents, releases and approvals the work requires.

You indemnify us against loss, claim or expense arising from material you supplied, from claims that approved work infringes a third party's rights where the infringement originates in your material, and from your use of the deliverables outside the licences we obtained for you.

Certain rights under Australian Consumer Law cannot be excluded. Nothing here attempts to exclude them. Where we are permitted to limit our liability for a failure, we limit it to resupplying the services or refunding what you paid for them, at our election.

Otherwise, and to the fullest extent the law allows, our total liability arising out of this agreement is capped at the fees you have paid us for the work in question, and we are not liable for indirect or consequential loss, including loss of profit, revenue, opportunity, goodwill or data.

We carry professional indemnity and public liability insurance appropriate to our work, and will provide certificates of currency on request.

Our team is small and carefully assembled. For the term of this agreement and twelve months after it ends, neither of us will solicit or induce the other's employees or regular contractors to leave, other than through general advertising not directed at them.

Either of us may propose a change to scope. Changes take effect once agreed in writing, together with any consequent change to fees or dates.

If you cancel a project after it has begun, you are liable for work performed and third-party costs committed up to the cancellation, plus a cancellation fee of twenty-five per cent of the remaining project fee, reflecting studio capacity reserved and turned away.

Deposits and prepayments are non-refundable to the extent of work performed and costs committed.

Either of us may end this agreement on thirty days' written notice. For Retained Work, sixty days' notice applies, and fees remain payable through the notice period whether or not the hours are used.

Either of us may end it immediately if the other becomes insolvent, or commits a material breach and fails to remedy it within fourteen days of written notice.

On termination, all amounts owing become immediately payable. Clauses on intellectual property, confidentiality, indemnity, liability and non-solicitation survive.

Neither of us is liable for failure to perform caused by events beyond reasonable control, including natural disaster, fire, flood, war, civil unrest, terrorism, epidemic, industrial action, or failure of essential infrastructure. Where such an event prevents material performance for more than sixty days, either of us may end the agreement without penalty, with amounts for work already performed remaining payable.

This agreement is governed by the law of Victoria, Australia, and we each submit to the non-exclusive jurisdiction of its courts.

Nothing here creates a partnership, joint venture, or employment relationship. Neither of us may assign this agreement without the other's written consent, which will not be unreasonably withheld.

A waiver must be in writing to be effective. If any provision is found invalid, it is severed and the rest continues. Notices may be given by email to the addresses the parties ordinarily use for the project.

This agreement, together with the quotation, is the entire agreement between us, and replaces any earlier understanding on the same subject.