Standard Service Terms

• Brand in Black: Brand In Black Pty Ltd (ABN 12 688 388 990).
• Client: the person or entity acquiring the Services.
• Client Data: information, documents, content and data supplied, uploaded or made available by or for the Client or its Authorised Users.
• Quote: a quotation, proposal, order, statement of work or other written scope issued by Brand in Black.
• Services: the services described in the Quote, including design, web, print, software, application, hosting, support or digital services as applicable.
• Authorised User: a person authorised by the Client to access or use a Hosted Service.
• Hosted Service: a website, application, platform, database or other digital service hosted, operated or maintained by Brand in Black.

2.1 These Terms apply to the Services together with any accepted Quote and any applicable schedule.

2.2 The Client accepts these Terms by accepting a Quote, signing up for or accessing a platform where the Terms are presented, clicking an electronic acceptance control, approving work where the Terms are presented, expressly accepting them by email or other written communication, or otherwise agreeing to them.

2.3 For an existing ongoing service, Brand in Black may propose updated Terms by written notice. A material variation to an existing agreement will not be treated as accepted merely because it is published online. Brand in Black may request written or electronic acknowledgment of the updated Terms.

2.4 If there is an inconsistency, a specifically agreed Quote or service schedule prevails over these Terms to the extent of the inconsistency.

3.1 Brand in Black will provide the Services within the scope agreed in the Quote.

3.2 A request that changes or extends the agreed scope may be treated as a variation and may be separately quoted or charged at Brand in Black's applicable rates.

3.3 Unless otherwise stated, estimates of timing are estimates only. The Client must provide information, approvals and access reasonably required for Brand in Black to perform the Services.

4.1 Where Brand in Black provides a proof, design, artwork, website, content or other work for approval, the Client must carefully review the version presented before approval.

4.2 By approving a proof, the Client confirms that it has reviewed the relevant version and that, to the best of its knowledge, its content and design are accurate and complete for the relevant project, including where applicable spelling, grammar, names, contact details, pricing, dates, images, links, layout and other content reasonably capable of being identified before approval.

4.3 Brand in Black is entitled to rely on that approval as confirmation that the approved version may be produced, published or implemented.

4.4 Brand in Black is not responsible for correcting errors contained in an approved version that were reasonably capable of being identified before approval. Work required to correct such errors after approval may be treated as additional work and separately charged.

4.5 Approval applies only to the specific version presented at the time of approval. Any subsequent amendment or new version requires separate approval before production, publication or implementation.

4.6 This clause does not apply to a change or error introduced by Brand in Black after approval of the relevant version.

5.1 A person who approves work, accepts a Quote or accepts these Terms on behalf of a company, partnership or other organisation warrants that they are authorised to do so and to bind that organisation.

5.2 Brand in Black may require acceptance electronically. Selecting 'I agree', 'Accept', 'Approve' or an equivalent control constitutes an electronic acceptance of the version of the Terms or work presented at that time.

5.3 Brand in Black may record the user's account details, name, email address, date and time, Terms version and, where applicable, information identifying the particular proof or file approved. Those records may be relied upon as evidence of the electronic acceptance or approval.

5.4 Brand in Black will retain acceptance and approval records in accordance with its applicable record-retention practices.

6.1 Fees are as stated in the Quote or otherwise agreed in writing. Unless stated otherwise, fees are exclusive of GST.

6.2 Invoices are payable within 14 days of receipt unless otherwise stated in the Quote.

6.3 Brand in Black may suspend ongoing or Hosted Services for overdue undisputed amounts after giving reasonable notice and an opportunity to remedy the non-payment.

6.4 Third-party charges, licences, domains, advertising spend, printing, subscriptions or other external costs are payable by the Client where stated in the Quote or approved by the Client.

7.1 The Client must provide accurate and timely information, instructions, approvals and access reasonably required to provide the Services.

7.2 The Client must ensure it has all rights, permissions and lawful authority necessary for material and Client Data supplied to Brand in Black and for Brand in Black to process that material for the Services.

7.3 The Client is responsible for the accuracy, legality and integrity of Client Data and for its own compliance obligations relating to the collection and use of personal information through the Client's business or Hosted Service.

8.1 Each party retains ownership of intellectual property it owned or developed independently of the Services.

8.2 Unless a Quote expressly states otherwise, Brand in Black retains ownership of its source code, software, frameworks, libraries, systems, templates, methods, know-how, development tools, reusable components and other underlying or pre-existing materials.

8.3 To the extent a deliverable incorporates Brand in Black materials described in clause 8.2, Brand in Black grants the Client a non-exclusive, non-transferable licence to use those materials only as reasonably necessary to use the paid-for deliverable or Service.

8.4 For design and artwork work, ownership of approved final artwork transfers only after payment in full, subject to Brand in Black retaining ownership of source/editable files, unselected concepts and pre-existing materials unless otherwise agreed in writing.

8.5 The Client grants Brand in Black a licence to use Client-provided material and Client Data to the extent reasonably necessary to provide the Services.

8.6 Brand in Black may reuse general skills, ideas, know-how and non-client-specific code or systems developed while providing Services, provided it does not disclose the Client's confidential information or Client Data.

9.1 The Services may rely on third-party products and providers, including hosting and cloud infrastructure, databases, payment and finance services, email and communications, storage, forms, authentication, automation, artificial intelligence, design, e-commerce, project management, website functionality, marketing and analytics.

9.2 Brand in Black may change or replace a third-party provider where reasonably necessary for the operation, security, development or improvement of the Services.

9.3 Some third-party providers may process Client Data or personal information. Brand in Black will handle that information in accordance with its Privacy Policy and applicable law.

9.4 Brand in Black does not control the continued availability, functionality, pricing or terms of third-party services. To the maximum extent permitted by law, Brand in Black is not responsible for an interruption, delay, change or failure caused by a third-party provider outside Brand in Black's reasonable control.

9.5 Where a third-party failure materially affects a Service, Brand in Black will use reasonable efforts to restore the affected Service or identify a reasonable alternative.

10.1 Brand in Black may use artificial intelligence and machine-assisted tools in connection with coding, HTML, image generation, automation, content preparation, workflow efficiency and other supporting functions.

10.2 Where reasonably necessary to provide a Service, information supplied by the Client may be processed using an AI or other technology provider. Brand in Black will manage personal information in accordance with its Privacy Policy.

10.3 Brand in Black will not knowingly provide sensitive information to an AI provider unless this is reasonably necessary for an agreed Service and appropriate privacy arrangements have been considered.

10.4 AI systems can generate inaccurate, incomplete or unexpected outputs. Brand in Black does not use AI alone to make decisions that materially affect a Client, and where AI-generated material forms part of a client deliverable Brand in Black will apply appropriate human review before it is provided or acted upon.

10.5 The Client must not knowingly submit unlawful material or personal or sensitive information to an AI-enabled feature unless the Service is designed and agreed for that purpose.

11.1 Each party must keep confidential information of the other party confidential and use it only for the purposes of the Services, except where disclosure is required by law or reasonably necessary to professional advisers or service providers subject to appropriate confidentiality obligations.

11.2 This clause does not apply to information that is public other than through breach, was already lawfully known, or is independently developed without use of the confidential information.

12.1 Brand in Black will handle personal information in accordance with its Privacy Policy.

12.2 Brand in Black will take reasonable technical and organisational steps appropriate to the nature of the information held to protect Client Data and personal information against misuse, interference, loss and unauthorised access, modification or disclosure.

12.3 The Client acknowledges that no internet-connected system, electronic transmission or data storage system can be guaranteed to be completely secure.

12.4 If Brand in Black becomes aware of a security incident materially affecting Client Data, it will take reasonable steps to investigate, contain and respond to the incident and will notify the Client where required by law or reasonably necessary for the Client to respond.

13.1 Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy that cannot lawfully be excluded, restricted or modified under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law.

13.2 Where the Australian Consumer Law permits Brand in Black to limit its liability for a breach of a statutory guarantee relating to services, Brand in Black's liability is limited, at its option, to supplying the relevant services again or paying the cost of having those services supplied again.

14.1 To the maximum extent permitted by law, and subject to liability that cannot lawfully be excluded or limited, Brand in Black's total aggregate liability arising out of or in connection with the relevant Services is limited to the total fees paid by the Client to Brand in Black for those Services during the 12 months immediately preceding the event giving rise to the claim.

14.2 To the maximum extent permitted by law, Brand in Black is not liable for indirect, consequential or special loss, including loss of profits, revenue, business opportunity, anticipated savings or goodwill.

14.3 Brand in Black does not guarantee that a website, application, platform, hosting service or other digital service will be uninterrupted, continuously available, error-free or immune from cyber security incidents.

14.4 Clauses 14.1 to 14.3 do not apply to the extent the relevant loss was caused by fraud or wilful misconduct of Brand in Black, or to any liability that cannot lawfully be excluded or limited.

15.1 The Client indemnifies Brand in Black against loss, liability, claim or reasonable cost suffered or incurred by Brand in Black to the extent arising from:

• Client Data or material supplied, uploaded or made available by the Client or its Authorised Users that infringes a third party's rights or is unlawful;
• the Client's collection, use or disclosure of personal information in breach of applicable privacy law;
• the Client's unlawful or unauthorised use of the Services; or
• an instruction given by the Client that Brand in Black follows in accordance with the agreement.
• 15.2 The indemnity does not apply to the extent the loss, liability, claim or cost was caused or contributed to by Brand in Black's breach of these Terms, negligence, fraud, wilful misconduct or unlawful conduct.

16.1 Brand in Black is not responsible for delay or failure to perform an obligation where caused by circumstances beyond its reasonable control.

16.2 Such circumstances may include internet or telecommunications outages, hosting or cloud service interruptions, software or platform failures, cyber security incidents, supplier or contractor delays, domain name or DNS issues, third-party service interruptions, natural disasters, pandemics, government action or industrial disputes.

16.3 Brand in Black will use reasonable efforts to minimise the impact and resume the affected Services as soon as reasonably practicable.

17.1 Either party may terminate a Service in accordance with the Quote or applicable schedule.

17.2 Either party may terminate for a material breach that is not remedied within a reasonable period after written notice, or immediately if the breach is incapable of remedy.

17.3 Brand in Black may suspend access where reasonably necessary to address non-payment, a material security risk, unlawful use or conduct that threatens the integrity of the Service, provided Brand in Black acts reasonably in the circumstances.

17.4 On termination, accrued fees remain payable. Client Data will be handled in accordance with the applicable Hosting Schedule and Privacy Policy.

18.1 Brand in Black may update these Terms where reasonably necessary to reflect changes to Services, technology, third-party providers, security requirements, applicable law or business operations.

18.2 Brand in Black will give reasonable prior written notice of a material change affecting an ongoing Service.

18.3 If a material change is reasonably likely to have a material detrimental effect on the Client and the Client does not agree to it, the Client may terminate the affected ongoing Service by giving notice before the change takes effect, without an additional termination charge.

18.4 Changes that do not materially affect an existing Service may take effect from the date stated in the updated Terms.

19.1 These Terms, together with any accepted Quote and applicable schedule, constitute the entire agreement concerning the relevant Services and supersede prior discussions and representations concerning those Services, except for any matter expressly agreed in writing.

19.2 A failure or delay to exercise a right is not a waiver of that right.

19.3 If a provision is invalid or unenforceable, it is to be read down or severed to the minimum extent necessary without affecting the remaining provisions.

19.4 These Terms are governed by the laws of Tasmania, Australia. The parties submit to the courts of Tasmania and courts entitled to hear appeals from them.

19.5 Notices may be sent by email to the contact details ordinarily used between the parties. Brand in Black's contact details are jesse@brandinblack.au or 0447 689 766.

This Schedule applies where Brand in Black hosts, operates or maintains a website, application, platform, database or other digital service for the Client.

1.1 The Hosted Service, included features, support and fees are as described in the Quote or other written scope.

1.2 Unless expressly agreed otherwise, Brand in Black does not promise a particular service level or percentage uptime.

1.3 Brand in Black may perform maintenance, updates, patches and security work reasonably required to operate the Hosted Service.

2.1 The Client is responsible for controlling its Authorised Users and for keeping credentials and access methods secure.

2.2 The Client must promptly notify Brand in Black if it becomes aware of unauthorised access or compromised credentials.

3.1 The Client retains ownership of Client Data.

3.2 The Client authorises Brand in Black and its relevant service providers to host, store, access, copy, transmit, process and otherwise use Client Data only to the extent reasonably necessary to provide, secure, maintain and support the Hosted Service or as otherwise authorised by the Client.

3.3 The Client is responsible for ensuring it is legally entitled to collect, use and provide Client Data through the Hosted Service, including personal information entered by the Client's staff, agents or customers.

3.4 Brand in Black does not acquire ownership of Client Data by hosting or processing it.

4.1 Brand in Black will take reasonable security measures appropriate to the Hosted Service and nature of Client Data.

4.2 The Client acknowledges that no hosting or internet service can be guaranteed to be completely secure or continuously available.

4.3 Brand in Black may take urgent steps, including temporary suspension, where reasonably necessary to address a security incident or material vulnerability.

5.1 The Hosted Service may depend on third-party infrastructure and services. Current providers that may be used across Brand in Black's business are identified in the Privacy Policy and Sub-Processor Register.

5.2 Brand in Black may replace a provider where reasonably necessary, subject to its privacy obligations and without materially reducing the overall functionality of the Hosted Service unless otherwise agreed.

6.1 Any backup or recovery arrangements specifically included in the Hosted Service will be described in the Quote or service documentation.

6.2 Unless expressly agreed, the Client should not treat the Hosted Service as its sole archival copy of information it is independently required to retain.

7.1 On termination of the Hosted Service, Brand in Black will cease providing access on the termination date or as otherwise agreed.

7.2 Subject to legal, security and legitimate record-keeping requirements, Brand in Black will delete Client Data from active systems within a reasonable period after termination. If the Client requires an export or handover of Client Data, the Client must request this before termination or within any period specified in the Quote.

7.3 Brand in Black may charge reasonable fees for substantial migration, export or transition assistance not included in the agreed scope.