Terms of
Business

Last updated: September 2025

1. The Agreement

1.1 These general business terms and conditions (General Terms), together with any Quote, Proposal or Scope of Work we provide you (Project Terms) constitute the agreement (Agreement) between Windsorborn Design Studio Pty Ltd (ACN 603 262 139), (Windsorborn, We, Us, Our) and the person or entity specified in the Project Terms (You, Client) for the supply of services by Us to You (Services) in connection with the project specified in the Project Terms (Project).

1.2 These General Terms commence on the date that we commence providing the Services to you and automatically apply to any revised or future Project Terms or other request for services that may be agreed by Us and You, including for any future projects.

2. The Services and Fees

2.1 In consideration of the payment of the Fees in accordance with the Payment Schedule, Windsorborn agrees to provide the Services and deliver the deliverables as specified in the Project Terms (Deliverables) in a professional manner and in accordance with the terms of this Agreement.

2.2 Windsorborn shall not be obliged to commence any Services in connection with any Project until the Project Terms have been accepted by the Client and where payable in advance, the agreed Fees have been received by Windsorborn in accordance with the relevant Project Terms.

2.3 Any additional ad hoc or out of scope services requested by You that have not been scoped as part of the Project Terms (Additional Services) or are expressly identified as ’Excluded Services’ in the Project Terms, will be charged in accordance with Windsorborn’s then-current standard Rate Card (which will be reviewed annually) (Additional Service Rates).

2.4 Windsorborn shall provide the Services as an independent contractor, not as a partner, employee or agent of the Client or in any other capacity.

2.5 The Client acknowledges that the nature of the Services may, in certain circumstances, require Windsorborn to act as an agent on behalf of the Client. Windsorborn agrees that it will not enter any material arrangements as agent on behalf of the Client without the Client’s prior consent. The Client agrees to comply with all agreements entered into by Us as agent for You in connection with any Project or this Agreement.

2.6 If Windsorborn has issued a fixed-fee quotation for a Project, subject to clause 4, the quoted amount represents the agreed value of delivering the Project in accordance with the defined Project Terms. Fixed fees are not subject to reconciliation or adjustment based on actual time expended or internal resource allocation.

2.7 From time to time, the parties may agree that You will make advance payments to Windsorborn (Pre-Billed Credits). Unless otherwise agreed by Us, Pre-Billed Credits will be applied exclusively toward Windsorborn head hours for Services and applied against Fees, and will not be used to cover third-party costs. All Pre-Billed Credits must be used within 12 months from the date of invoice. Any unused Pre-Billed Credits after this period will expire and are non-refundable, unless otherwise agreed in writing.

2.8 Windsorborn will provide the Client with a valid tax invoice and the Client will pay Windsorborn the Fees in accordance with the payment schedule set out in the Project Terms (Payment Schedule). If no Payment Schedule has been provided, the Fees will be payable within 30 days of the date of invoice.

2.9 If the Client disputes any amount on an invoice, the Client must notify Windsorborn in writing within 10 days of receipt and set out the reasons for such dispute, otherwise any such invoice will be deemed to be accepted.

2.10 Without limitation to Windsorborn’s other rights, the Client acknowledges that if the Fees or any other sums due to Windsorborn are not paid in a timely manner and in accordance with this Agreement, then, in addition to all other remedies:

(a) Windsorborn may immediately suspend the provision of the Services until all sums due to Windsorborn have been paid by the Client, and such suspension of the Services shall not be a breach of this Agreement;

(b) Windsorborn may revoke the license of the Services Material and Windsorborn Material under this Agreement;

(c) The Client will reimburse Windsorborn for any charges or costs incurred by Windsorborn because of late payment by the Client; and

(d) Interest will be payable by the Client on the unpaid amount at the rate of 5% per annum.

2.11 Windsorborn shall not be responsible or liable for any matters that arise (including any loss of opportunity) in connection with such suspension, but the obligations of the Client shall continue during such suspension period.

3. Expenses

3.1 Windsorborn may charge back to the Client any reasonable costs, expenses or disbursements incurred by Windsorborn in connection with the provision of Services, and will not pay and will not be liable for any fees or charges of third party suppliers engaged by Windsorborn on behalf of the Client in connection with the Services, unless specified otherwise in the Project Terms or agreed in writing in advance by Windsorborn. The Client agrees to promptly pay all such sums due to third parties. If Windsorborn pay any such third party costs, we may charge an administrative fee.

4. Change to Services

4.1 If the Client requests a change or a cancellation to any of the Services, Deliverables, Delivery Dates or any other matter agreed in the Project Terms, including requesting Additional Services or Deliverables, or any information learned by Windsorborn at any time materially changes the scope of the Services to be provided by Windsorborn pursuant to any Project Terms, such change is subject to the agreement of Windsorborn in writing, and the permissibility of such change within the terms of any contracts between Windsorborn and any relevant third party. Windsorborn will use best endeavours to notify the Client of any additional fees and expenses likely to be incurred as a result of implementing any such request or change of scope.

4.2 If Windsorborn has incurred (or contractually committed to) any costs as of the date of the receipt of any change request which would affect the payment of such cost, then the Client shall remain responsible for such cost and must pay or reimburse (at the direction of Windsorborn) such costs within seven (7) days of a receiving a valid tax invoice specifying such costs.

4.3 The change or cancellation rights in this clause do not entitle the Client to reduce the amount of any committed periodic retainer fees (if applicable) as specified in the Project Terms.

4.4 Windsorborn reserves the right to formally revise the relevant Fees (including any expenses) (but will do so in consultation with the Client) or the scope of Services and/or Deliverables to be provided pursuant to any Project Terms.

5. Delivery

5.1 Unless otherwise specified in the Project Terms, the Client may request up to two rounds of amendments for any Deliverable delivered to the Client for approval. Any such amendments performed by Windsorborn are capped at the number hours which are equivalent to 5% of the relevant budget for the particular Project requiring the amendments (and the cap will not be reapplied to the second round of amendments). If the cap is reached any further amendments will be charged at Additional Services Rates.

5.2 Provided the Client continues to comply with the terms of this Agreement, Windsorborn agrees to use best endeavours to deliver the Deliverables to the Client in accordance with the relevant Delivery Dates in the Project Terms and/or as otherwise agreed in writing by the parties. It is acknowledged that any Delivery Dates set out in the Project Terms are for guidance only, unless otherwise expressly stated within such agreed Project Terms.

5.3 Where there has been a delay in the Client making payment or giving approvals (in a manner required to meet the Payment Schedule or any Delivery Dates), the Delivery Date(s) for any applicable Deliverables will automatically extend for the length of such delay.

6. Client Assistance and Acceptance

6.1 The Client will provide to Windsorborn in a timely manner (and in no more than 5 days from any request from Windsorborn) all information, instructions, information, approvals and material that Windsorborn may reasonably request from time to time to enable Windsorborn’s timely performance of the Services.

6.2 If Windsorborn provides the Services in accordance with this Agreement and the Deliverables have been delivered in accordance with any technical standards reasonably notified by the Client to Windsorborn in the Project Terms, then the Deliverables shall be deemed to be accepted by the Client within 5 Business Days after any milestone date specified in the Project Terms.

6.3 The Client agrees to keep Windsorborn informed of all material matters relating to each Project and the Services and shall not make any statement or engage in any conduct that may frustrate the provision of the Services or directly or indirectly cause damage to the relevant Project or Windsorborn.

7. Intellectual Property

7.1 All right, title and interest in all intellectual property rights (including copyright) in material provided to Windsorborn by the Client for the purposes of this Agreement (including without limitation the Client’s logos, trade marks, documents, information, and data) (Client Material) will remain or be vested in the Client. The Client will grant to Windsorborn a non-exclusive licence to use the Client Material to the extent necessary to provide the Services.

7.2 All right, title and interest in any intellectual property rights in any and all material that is owned by Windsorborn and is developed prior to or independently of the Services, including any Windsorborn proprietary technologies, software, information, data, systems and know how (Windsorborn Material) will remain or be vested in Windsorborn. Windsorborn will grant to the Client a non-exclusive licence to use the Windsorborn Material to the extent required for the Client to obtain the benefit of the Services.

7.3 In order to provide the Services, Windsorborn may be required to source and licence material that is owned by a third party, including third party software, music, photography and content (Third Party Material). In such circumstances the intellectual property rights and use rights in such Third Party Material are retained by the originator and released for use by the Client on the basis of a licence that will often limit use in terms of time, territory and media. Windsorborn will notify the Client of any usage limitations in connection with such Third Party Material and obtain the Client’s approval in respect of the use and costs of such Third Party Material.

7.4 Subject to the Client paying all Fees and Expenses in the manner set out in this Agreement, Windsorborn will assign to the Client, subject to any Windsorborn Material, Working Material and/or Third Party Material, all right, title and interest in all intellectual property rights (including copyright) in any final Deliverables supplied by Windsorborn for the Client as a direct result of the provision of the Services (Service Deliverables). Until such time as Client pays in full all Fees for the Project, Windsorborn grants to the Client a limited, revocable, non-transferable licence to use the Service Deliverables to the extent required for the Client to obtain the benefit of the Services for the Project. The Client acknowledges that such licence is revocable in Windsorborn’s sole discretion and the Client unconditionally agrees to indemnify Windsorborn with respect to any loss or damage whatsoever that the Client may incur as a result of the revocation of such licence by Windsorborn or any non-payment of Fees by the Client.

7.5 Windsorborn will own all intellectual property rights in working materials developed or used by Windsorborn in providing the Services, including art files; creative assets; working files; original designs; and AI-generated prompts, configurations and workflows (Working Material). Working Material does not form part of the Service Deliverables unless agreed otherwise by Us in any Project Terms.

7.6 Windsorborn will own all intellectual property rights in pitch materials presented or provided to the Client and all associated ideas, concepts, approaches and formats (Pitch Material). The Pitch Material is confidential and communicated to the Client on a strict commercial in confidence basis and solely for the purposes of this Agreement.

8. Use of AI

8.1 Windsorborn may use Artificial Intelligence (AI) tools, platforms and technologies in the course of providing the Services. These tools may assist with, but are not limited to, tasks such as content generation, data analysis, automation, design iteration, or project management. We will ensure that AI tools comply with applicable laws and contractual requirements, and meet our ethical standards and policies. All outputs produced with the assistance of AI will be reviewed for quality, accuracy, and alignment with client objectives. The Client consents to the use of such tools. Windsorborn will remain responsible for the quality and integrity of the Services delivered.

9. Promotion

9.1 The Client grants Windsorborn the right (but not the obligation) to use and publish the Client’s name, images and material created pursuant to this Agreement in connection with the reasonable marketing and promotion of Windsorborn’s services, including (without limitation) online and in a portfolio to present to clients (and prospective clients) for the purpose of demonstrating Windsorborn’s skill, talent, services and ability.

10. Confidentiality and Privacy

10.1 Both parties agree to keep confidential the terms of this Agreement and all matters which by their nature are confidential or which the recipient of such information should reasonably know to be confidential or which has otherwise been indicated as being confidential (including all financial, business and creative matters relating to Windsorborn, the Client and any Project) and all trade secrets and proprietary information, discoveries, concepts, data, documentation, research, development, processes, procedures, “know how”, marketing and development plans and financial information owned by or relating to Windsorborn or the Client (whichever is the disclosing party).

10.2 For the avoidance of doubt, this clause survives termination, but the obligations of confidence do not apply in connection with information disclosed to a party’s professional advisors (to the extent necessary, where such advisors are obliged to keep such information confidential) or information required to be disclosed by law or information readily available to the public (except because of a breach of the obligations of confidentiality under this Agreement) or information necessarily required to be disclosed for the purpose of completing the Services (where the person to whom the information is being disclosed to is bound by confidence).

10.3 Each party must comply with the Privacy Act 1988 (Cth) and must follow the other party’s reasonable directions in relation to the collection and use of personal information and reasonable privacy protocols provided to it by the other party.

11. Warranties

11.1 The Client promises and warrants that the Client:

(a) has (and will retain) full power and authority to enter and comply with this Agreement;

(b) will keep Windsorborn fully informed of all of all matters which relate to or could affect the provision of the Services;

(d) will perform and comply with all obligations and restrictions imposed by this Agreement and imposed by any and all agreements entered by the Client (including those entered on the Client’s behalf by Windsorborn) with third parties;

(e) will only delivery materials to Windsorborn, in particular those for inclusion in the Deliverables, which comply with any technical specifications required and reasonably requested by Windsorborn and that the Client has the necessary rights to authorise Windsorborn to use such materials in the manner requested by the Client;

(f) will only provide to Windsorborn true and correct information, materials and documents and the Client warrants that all such information, materials and documents will not infringe the rights of any third party or any law.

(g) will ensure the Client’s staff and representatives will act in good faith and in a professional manner towards Windsorborn and its staff at all times;

(h) will maintain any and all insurances, permits and licences required by law to operate its business or as otherwise reasonably required by Windsorborn in connection with the provision of the Services;

(i) will not engage in any activities that the Client knows or should reasonably know would cause damage, loss or injury to Windsorborn; and

(j) will not mislead Windsorborn or deliberately or knowingly frustrate or hinder the provision of the Services by Windsorborn and will act in good faith towards Windsorborn.

12. Indemnity and Limitation of Liability

12.1 The Client agrees to indemnify, and hold harmless from liability, Windsorborn (including its officers, employees, agents or related companies, together “the indemnified”) against any and all liability, loss, claims, demands and/or expenses (including indirect and consequential losses) (“Claims”) which any of the indemnified may incur as a result of any breach or alleged breach by the Client or the Client’s officers, employees or agents of this Agreement (including, without limitation, a breach of the Client’s warranties) or any negligent act or omission by the Client.

12.2 The indemnity granted under clause 12.1, shall be reduced proportionately to the extent that such claim is caused, or contributed to, by the negligence of Windsorborn.

12.3 In no event will either party (or its representatives, employees or contractors), be liable to the other party for any consequential, indirect, incidental, or special loss even if such loss was in the contemplation of the parties at the date of this Agreement as a probable result of a breach of this Agreement, including any loss of profits, loss or revenue, loss of production, loss of media, business interruption, loss of contract, loss of opportunity, loss of reputation, loss of goodwill, loss of data and similar loss.

12.4 The Client acknowledges that Windsorborn does not warrant that the Services or Deliverables will cause the Client to achieve any business results or commercial performance, including in respect of any advertising or marketing communication, promotion, campaign or other project.

12.5 To the extent permitted by law, and subject to the terms of this Agreement, all express or implied terms, conditions, warranties, statements, assurances and representations in relation to the Services provided by Windsorborn are expressly excluded. If any of the exclusions or limitations set out in this clause are declared illegal or void or if there has been a breach of a term, condition, warranty, statement or assurance which cannot be excluded by this Agreement, to the extent permitted by law, Windsorborn’ entire liability and Client’s exclusive remedy is limited, at Windsorborn’ discretion, to: (a) with respect to the supply of goods: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; (b) with respect to the supply of services: the re-supply of the services; or the payment of the cost of having the services re-supplied.

12.6 Any liability of Windsorborn in connection with this Agreement that is not excluded under clause 12.5 shall in each case be reduced (and if applicable extinguished) to the extent that the Client caused or contributed to the claims or loss, costs, expenses, damages or liability in question.

12.7 In no event will Windsorborn, or its contractors, employees or agents, be liable to the Client for any amount in excess of the total dollar amount actually received by Windsorborn from the Client in the 12 months preceding the date of breach.

13. Termination

13.1 Windsorborn may immediately terminate this Agreement by giving notice in writing to the Client if the Client:

(a) materially breaches this Agreement in a manner that cannot be rectified;

(b) materially breaches this Agreement in a manner that can be rectified but the Client fails to rectify that breach within 14 days of receiving written notice specifying the details of the breach;

(d) ceases operations or threatens to do so.

13.2 Subject to clause 13.3, the Client may terminate a Project by giving Windsorborn 90 days written notice and the Client will be required to immediately (and no later than 7 days from termination or expiration of this Agreement) pay to Windsorborn all Fees applicable to the Services and Deliverables provided up to the date of termination (including a pro-rata payment of Fees for work partially completed prior to any payment or milestone date specified in the Project Terms), together with any Expenses and any applicable cancellation costs; and

13.3 The Client may terminate any Project for Retainer Services:

(a) at the end of the relevant minimum term for the Retainer Services (Minimum Term) or any Extension Period as set out in the Project Terms provided it has given Windsorborn at least 90 days written notice and has paid all Fees and Expenses due to be repaid to Windsorborn in accordance with this Agreement; or

(b) immediately during the Minimum Term by giving notice of termination in writing and paying Windsorborn the remainder of the monthly retainer payable for the Minimum Term.

13.4 The Client may only otherwise terminate this Agreement (by giving notice in writing to Windsorborn) if Windsorborn breaches this Agreement and fails to rectify the breach within 28 days of receiving written notice of breach from the Client specifying the details of the breach and the manner in which it can be rectified.

13.5 Upon termination (or expiration) of this Agreement for any reason the Client will assume Windsorborn’s liability and obligations under all outstanding contracts and commitments made on the Client’s behalf under this Agreement if such contracts and commitments have been pre-approved by the Client.

13.6 Termination, completion or expiry of this Agreement for any reason will not

(a) extinguish or otherwise affect any rights of either party against the other which accrued prior to termination or out of the events causing such termination including damages or other remedies to which a party may be entitled;

(b) affect those provisions of this Agreement which by their nature are intended to survive termination

14. Non-Solicitation

14.1 The Client must not during the Term of this Agreement or within 12 months after the termination or expiry of this Agreement induce or solicit (directly or indirectly) an employee of Windsorborn who has worked directly or indirectly in relation to the Services to leave the employ or engagement of Windsorborn, or engage an employee of Windsorborn who has worked directly or indirectly in relation to the Services, without the prior written consent of Windsorborn.

15. Force Majeure

15.1 If Windsorborn is unable to perform its obligations under this Agreement due to reasons beyond its control including without limitation, illness, incapacity, floods, acts of God, death, disability, accident, strike, civil unrest, war, political disturbance, lock-out, pandemic, accident, acts of government or regulatory authorities, industrial actions or terrorism) failure of third party service provider (including Internet Service Providers), communications or equipment failure, or terrorism (“Force Majeure Events”) then this Agreement shall be suspended for the period of such Force Majeure Event and during that period Windsorborn will be relieved of its obligations to perform under the Agreement and in such circumstances the Client will not have any claim against Windsorborn, provided that Windsorborn promptly informs the Client of the relevant Force Majeure Event and uses all reasonable effort to overcome the relevant Force Majeure Event. If such suspension period continues for more than 90 days, then the Client shall have the right to immediately terminate this Agreement by giving notice in writing to Windsorborn provided that all sums payable to Windsorborn (including pro-rata Fees) prior to termination have been paid in full. If Windsorborn is unable to perform its obligations under this Agreement due to reasons beyond its control including without limitation, illness, incapacity, floods, acts of God, death, disability, accident, strike, civil unrest, war, political disturbance, lock-out, pandemic, accident, acts of government or regulatory authorities, industrial actions or terrorism) failure of third party service provider (including Internet Service Providers), communications or equipment failure, or terrorism (“Force Majeure Events”) then this Agreement shall be suspended for the period of such Force Majeure Event and during that period Windsorborn will be relieved of its obligations to perform under the Agreement and in such circumstances the Client will not have any claim against Windsorborn, provided that Windsorborn promptly informs the Client of the relevant Force Majeure Event and uses all reasonable effort to overcome the relevant Force Majeure Event. If such suspension period continues for more than 90 days, then the Client shall have the right to immediately terminate this Agreement by giving notice in writing to Windsorborn provided that all sums payable to Windsorborn (including pro-rata Fees) prior to termination have been paid in full.

16. General

16.1 Notices under this Agreement must be in writing and hand delivered, posted or emailed to the last known address of the party to whom the notice is addressed.

16.2 If there is or arises any inconsistency, ambiguity, or discrepancy between these General Terms and the Project Terms, the Project Terms will prevail to the extent of the inconsistency.

16.3 This Agreement sets out the entire agreement between the parties in relation to the subject matter of this Agreement and no modification or amendment of the terms of this Agreement will be binding unless set out in writing signed by the parties.

16.4 A reference to a party includes a reference to that party’s executors, administrators, successors, permitted assigns, licensees and agents.

16.5 If this Agreement (or any part of it) is rendered invalid by a competent court of law, then this Agreement (or the relevant part or provision) shall, to the extent necessary, be read down or deemed to be removed and the remaining parts of this Agreement shall remain in force.

16.6 Neither party may assign or otherwise dispose of its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, it is agreed that Windsorborn is entitled to engage sub-contractors for the purpose of providing the Services under this Agreement.

16.7 This Agreement is governed by the laws of New South Wales, Australia and any dispute relating to this Agreement shall be determined by the courts of NSW.

Terms of Business