Agreement means the entire content of this Basic Terms and Conditions document, the proposal document(s), scope of works, together with any other supplements designated below, together with any exhibits, schedules, or attachments hereto.
Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings, and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian Copyright Law.
Deliverables means the services and work product specified in the proposal document to be delivered by Agency to Client, in the form and media specified in the proposal.
Agency Tools means all design tools developed and/or utilised by Agency in performing the
Services, including without limitation pre-existing and newly developed software including
source code, web authoring tools, type fonts, design elements, brand management
platforms, project management systems, marketing management platforms, design tools,
ERPs, CRMs and application tools, together with any other software, or other inventions
whether or not patentable, and general non-copyrightable concepts such as brand drafts,
mock ups, marketing concepts, website design, architecture, layout, navigational and
functional elements.
Final Works means all creative content developed by Agency, or commissioned by Agency, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and Agency’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
Final Deliverables means the final versions of Deliverables provided by Agency and accepted by Client.
Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Agency and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.
Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
Services means all services and the work product to be provided to Client by Agency as described and otherwise further defined in the Proposal.
Third Party Materials means proprietary third-party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
Working Files means all underlying work product and digital files utilized by Agency to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.
Proposal means any document which is mutually executed by Agency and Client and contains all requisite information relating to a Project, including but not limited to, the Services, Deliverables, fees, payment terms, and any timelines related thereto. All such documents shall be incorporated herein and treated hereto as Schedule A, and shall not replace any such prior document unless expressly agreed upon therein.
The terms of the Proposal shall be effective for thirty (30) days after presentation to Client. In the event an Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may expire or may be subject to amendment, change or substitution.
Terms. In consideration of the Services to be performed by Agency, Client shall pay to Agency fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
Proposal Pricing. The Project pricing includes Agency’s fee only. Any and all outside costs, which Client has agreed, in writing, to incur including, but not limited to, google AdWords budget, digital advertising costs, promotion of posts on social media, industry memberships required for networking access, equipment rental, photographer’s costs and fees, photography, typography, font and/or artwork licenses, prototype production costs, talent fees, music licenses, website plugins or advanced functionality and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.
Invoice Payment. All invoices are payable within seven (7) days of receipt, unless otherwise specified in the Proposal.
Service Charge. A monthly service charge of 1.5% (or the greatest amount allowed by Australian law) is payable on all overdue balances.
Late Payments. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment.
Ownership & IP Transfer. Agency reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes, in accordance with the terms herein.
Marketing Retainer Subscription & Payments
Pinch Payments. Pinch Payments is a secure, user-friendly payment processing platform that allows Agency to manage and automate payments through a range of methods. The platform supports transactions using credit cards (Visa, MasterCard, American Express) and BECS Direct Debit, providing customers with flexible and reliable payment options, where offered. Pinch Payments is utilised to minimise the administration for both Agency and Client in relation to payment schedules, processing invoices, and managing recurring payments, and is Agency payment processing platform for subscription-based services, including marketing and branding retainers.
Payment Security. Pinch Payments is compliant to PCI DSS (Payment Card Industry Data Security Standard), maintains robust encryption protocols (SSL/TSS) and requires authentication mechanisms
like two-factor authentication (2FA). By managing payments through Pinch Payments all confidential and sensitive client financial data remains within the Pinch Payments system, and is not accessible by the Soto Group team.
Subscription Plans. By subscribing to our marketing retainer service, Client agrees to make payments through the Pinch Payments system. Payments are typically set as regular retainer payments, which will be specified in the payment schedule. Payment plans are only accepted through Pinch Payments and are subject to the payment schedule provided at the time of subscription.
Minimum retainer agreements are 3 months, and are usually set in 3, 6, 9 or 12 month commitments.
Invoice or Project Payment Plans. There may be instances where Agency offers Client the ability to pay off larger project invoices or stage project invoice payments outside of Agency standard terms. If this has been offered and Client accepts, you agree to make payments through the Pinch Payments system. Payment options offered may either a larger one-time payment, with set invoices in trailing months or an agreed fee payment plan, which will be specified in the payment schedule. Payment plans are only accepted through Pinch Payments and are subject to the payment schedule provided at the time of agreement.
Cancellation Policy. You may cancel your subscription / payment plan at any time. This is managed directly through the Pinch Payments client portal which is provided to you upon activation. However, if you choose to cancel before all agreed payments have been made, all work will cease immediately until further communication is received. Upon cancellation, a discussion will take place to determine the next steps and to finalise any outstanding payments or adjust the payment method.
Anti-Money Laundering & Verification. To comply with anti-money laundering regulations and any other legal requirements, Agency has been verified and passed compliance checks in order to be approved to collect payments through the Pinch Payments platform. When setting up your subscription or payment plan with Pinch Payments, you may be asked to provide confidential or sensitive information, such as credit card information, personal or business identification information or completing additional checks if required. It is important you only provide this information directly in the Pinch Payments platform and you do not share this information directly with Agency staff.
Payment Terms. Payments that are processed through the Pinch Payments system and must be made according to the agreed schedule. In the event of any missed payments or issues with the payment method, work will be suspended until the payment issue is resolved. If Client foresees potential cashflow disruption please contact accounts@sotogroup.co in advance to discuss your options.
Subscription Invoices. For clients on a set retainer plan, you will receive an invoice each time a payment is debited from your account. This invoice will detail the payment made and retainer details.
Payment Methods. The Pinch Payments system supports the collection of payments through Visa, MasterCard, American Express, or via BECS Direct Debit. By subscribing, you agree to use one of these payment methods for processing your payments.
Pinch Payments Portal Access. Customers using the Pinch Payments portal will have access to their invoices, receipts, payment history, and upcoming payment schedule through their dedicated portal. Additionally, customers can update their payment details or personal information at any time through the portal.
Pinch Payment Fees. Payment processing fees vary by selected method and are disclosed at time of payment selection:
• Bank Transfer/Direct Debit: Minimal flat processing fee applies for electronic bank transfers and direct debit payments, providing the most cost effective payment option.
• Credit Card Payments: Higher processing fees apply to credit card transactions due to merchant processing costs. Exact fees are displayed before payment confirmation, allowing Client to make informed payment method decisions.
Fee Transparency and Selection. All applicable processing fees are clearly disclosed within the payment portal before Client confirms their selected payment method. Clients may choose their preferred payment method based on convenience and fee structure preferences.
Fee Responsibility. Payment processing fees are Client’s responsibility and are additional to quoted service amounts. Fees are automatically calculated and displayed during the payment process based on selected payment method.
Payment Confirmation and Records. Payment confirmations and receipts are automatically generated through the payment portal, providing transaction records for both parties. Agency recommends bank transfer options for regular payments to minimise processing costs.
General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Agency’s current standard hourly rate of $175.00 per hour for Creative Services and $200 per hour for Strategic Services. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Agency may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
Change Order. Agency will notify Client in advance of any expected additional charges due to general changes requested. Agency will submit a written Change Order which will contain an estimate of the additional charges for written approval. Work shall not proceed on the requested changes until written authorisation is received by Agency.
Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, Agency shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Agency.
Timing of Services. Agency will prioritise performance of the Services as may be necessary or as identified in the Proposal and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal.
Client Commitment to Prompt Reviews. Client agrees to review Deliverables within the time identified for such reviews and to promptly either:
• approve the Deliverables in writing; or,
• provide written comments and/or corrections sufficient to identify the Client’s concerns, objections, or corrections to Agency.
Client shall timely respond to any request by Agency for written clarification of any concern, objection, or correction.
Client Delays. Client acknowledges and agrees that Agency’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
Coordination. Coordination of any decision-making with parties other than the Agency;
Suitable Content Provision. Provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables, as specified by Agency, without further preparation, unless otherwise expressly provided in the Proposal;
Proofreading. Final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors, or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors; and any rates for corrections will be discussed as required, as they will be subject to the nature and scale of the corrections.
Accuracy. Ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.
Client Content. Unless otherwise specified, Client agrees to provide all copywriting, written materials and photography relating to and required to produce the deliverables. Agency shall provide reasonable advanced notice to Client to provide any copywriting, written materials and photography.
Brand Development Process. Brand creation involves strategic research, conceptual development, and iterative design phases. Client acknowledges that effective branding requires thorough discovery, market analysis, and multiple design explorations before finalising brand identity elements.
Intellectual Property and Ownership. Upon full payment, Client receives ownership of the final approved brand identity including logos, colour palettes, typography selections, and brand guidelines. All preliminary concepts, rejected designs, and working files remain Agency’s intellectual property. Agency retains the right to showcase completed work in portfolios and case studies.
Brand Guidelines and Consistency. Agency will provide brand guidelines outlining proper logo usage, colour specifications, typography rules, and application standards. Client is responsible for maintaining brand consistency across all future applications and communications not managed by Agency.
Revision Process and Limitations. Brand development includes defined revision rounds at each project phase (concept, design development, refinement). Additional revisions beyond agreed parameters are charged separately. Client must provide consolidated feedback from all stakeholders within specified timeframes to maintain project momentum.
File Delivery and Formats. Final brand deliverables include multiple file formats suitable for print, digital, and web applications. Specialised file formats or additional variations requested post-completion may incur additional charges.
Brand Registration and Legal Protection. Agency does not conduct trademark searches or provide legal advice regarding brand registration. Client is solely responsible for ensuring brand availability, trademark registration, and legal protection of brand assets. Agency is not liable for trademark conflicts or intellectual property disputes arising from approved brand designs.
Usage Rights and Restrictions. Client may not resell, redistribute, or license brand elements to third parties without written Agency consent. Brand elements may not be significantly modified without Agency approval during any ongoing service relationship.
Resource Allocation. Once project scope and timeline are agreed, we allocate team resources accordingly. Payment milestones remain fixed regardless of project delays caused by client-side factors including delayed approvals, feedback, content provision, or decision-making. Late client responses do not adjust our invoicing schedule.
Client Materials. Client must supply all text and image content required before project commencement in order for us to complete the work in accordance with any agreed delivery dates.
Such materials may include, but are not limited to, written copy, images, photographs, logos and other printed material. Materials must be delivered electronically via agency provided client portal or upload link.
Provision Prior to Commencement. Unless otherwise agreed, the materials should be supplied in full prior to the commencement of work. Receiving partial information is acceptable but commencement of work can only start once ALL applicable has been delivered to Agency.
Content Delay. Should there be a delay in supplying information to us this may lead to a delay in the completion of work and the launch timeframe provided. Agency reserves the right to extend any previously agreed deadlines. If your data is not supplied within one (1) month of project commencement, Agency reserves the right to place your project on hold.
Project Cancellation. If data is not supplied within two (2) months of commencement, the project will be cancelled and will be subject to cancellation fees.
Prevention of Progress. Where you fail to supply information which in turn prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.
Scope Changes. Changes beyond the scope of the Quotation, Proposal and/or any System Requirements documentation as signed off by the client will be charged for additionally.
Revision Process. Each revision round requires: ·
Previously Accepted Changes. Changes to content, design, images and/or functionality that have previously been accepted as correct by the Client may also incur additional charges.
Project Commencement. Once a project has commenced, we work within the scope and assumptions. Any deviation away from the agreed scope will need to be assessed on a case by case basis for any impact on the project scope and deadlines, and if required will be deemed as a variation and billed on a time and materials basis.
Design Approval. Once a design concept has been approved for development we allow for 2 – 3 change requests. We will be unable to absorb more significant changes and variations. This will be communicated to you once we become aware.
Revision Limitations. Clients who provide rushed reviews, incomplete feedback, or sign-off without proper internal consultation forfeit entitlement to complimentary revisions for subsequent change requests or error corrections that could have been identified during the designated review period.
Change Requests. Agency has the right to limit the number of design change requests to a reasonable amount and may charge for additional designs if changes are requested to an already approved design.
Acceptance. During the development process and production review you must provide complete feedback within 7 calendar days of being requested. If no feedback is provided within this time, the Agency reserves the right to move forward with the project, assuming no changes have been requested and that the work delivered to date is accepted in its current form. This will ensure the project meets any agreed upon timelines. Any changes requested past this time are subject to the Agency’s current prices and/or hourly rates for the corresponding work.
Feedback and Approval. Requirements Client must provide complete, consolidated feedback within 7 calendar days of each review request. Failure to respond within this timeframe constitutes acceptance of work in its current form, and Agency reserves the right to proceed to the next project phase to maintain agreed timelines. Change requests submitted after the 7-day review period are treated as additional scope and charged at Agency’s current rates.
Review Process Standards. All feedback must be:
Browser Compatibility. Agency develops websites using current web standards optimised for modern browsers and devices. While comprehensive testing is conducted, Agency does not guarantee identical display across legacy browsers (Internet Explorer versions prior to 11, or browsers more than two versions behind current release). Support for legacy browsers requires separate specification and additional costs.
Single Point of Contact. Client must designate one authorised representative for all project communications, approvals, and decisions to ensure efficient project progression and avoid conflicting instructions.
Project Completion and Handover. During development, Client will have opportunity to review completed work on Agency’s staging server. Website approval occurs either through written Client acceptance or automatically after 5 business days of non-response to Agency’s review request. Final handover occurs upon payment of final invoice and formal project sign-off.
Post-Launch Warranty Period. Agency will rectify code-based errors, functionality issues, or technical defects arising from Agency’s development work at no charge, provided issues are reported within 30 days of project handover.
This warranty covers technical implementation only and excludes:
Ongoing Maintenance Requirements. Client acknowledges that CMS platforms (including WordPress) require ongoing maintenance, security updates, and monitoring for optimal performance and security. Failure to maintain regular updates may compromise website security, functionality, and warranty coverage.
Third-Party Components and Licensing. Agency provides initial plugin licences required for website launch. Ongoing subscription-based licences are included within SEO service packages or available separately upon request. Agency does not warrant third party plugins, themes, or external integrations against errors or browser specific issues, though reasonable efforts are made to ensure compatibility with modern browsers
Performance Disclaimers and Expectations. Agency cannot guarantee specific search engine rankings, traffic volumes, or conversion rates. SEO results depend on numerous factors beyond Agency’s control, including search engine algorithm changes, competitor activities, market conditions, and Client’s ongoing content and website maintenance.
Timeline and Results. SEO is a long-term strategy requiring minimum 6-12 months to show meaningful results. Rankings and traffic improvements are gradual and may fluctuate during optimisation periods. Client acknowledges that SEO benefits compound over time and immediate results are not typical.
Client Responsibilities and Cooperation. Effective SEO requires Client to:
Content and Strategy Ownership. SEO strategies, keyword research, and technical recommendations remain Agency’s intellectual property. Content created specifically for Client becomes Client property upon full payment, while underlying SEO methodologies and processes remain with Agency.
Third-Party Dependencies. SEO services rely on external platforms (Google Analytics, Search Console, third-party tools). Agency is not liable for service interruptions, data loss, or functionality changes by these providers. Ongoing tool subscriptions may be required and are Client’s responsibility unless otherwise specified.
Reporting and Communication. Regular reporting schedule and KPIs to be defined in project scope. Agency provides transparent reporting on agreed metrics but cannot control external factors affecting performance.
Service Termination. SEO benefits may diminish after service termination. Minimum contract periods may apply to achieve meaningful results.
Service Delivery Models. Agency offers two marketing retainer structures to accommodate different client needs and objectives:
Deliverable Retainer Limitations. Set deliverable retainers provide cost certainty but limit strategic flexibility. Services are restricted to pre-defined activities regardless of market opportunities, performance insights, or evolving business needs. Additional work requests outside agreed deliverables incur separate charges at standard rates.
Hourly Rate Retainer Advantages. Hourly retainers enable responsive, performance-driven marketing through:
Hour Management and Flexibility. For hourly retainers:
Performance Expectations. Marketing success depends on multiple factors including market conditions, audience engagement, content quality, and strategic responsiveness. Hourly retainers typically yield superior results due to adaptive capability, while deliverable retainers provide predictable activity completion within fixed parameters.
Scope Changes and Additions. Retainer modifications require written agreement. Rush requests or out-of-scope work may incur premium rates or extend standard delivery timeframes.
Required Access and Information. Client must provide Agency with reasonable access to systems, data, and materials necessary to deliver Services, including:
Technical Access
Content and Asset Usage. Client grants Agency non-exclusive licence to use Client’s existing materials for service delivery purposes, including:
Modification Authority. Client authorises Agency to make necessary changes to website structure, content, and technical elements for optimisation purposes, including but not limited to meta tags, page structure, site navigation, and content formatting. Major structural changes will be communicated in advance where practical.
Data and Reporting Access. Client provides unlimited access to website traffic statistics, conversion data, customer insights, and performance metrics required for analysis, reporting, and strategy development.
Third-Party Coordination. Client authorises Agency to liaise directly with relevant third parties (hosting providers, software vendors, advertising platforms) to facilitate service delivery, troubleshoot issues, and implement optimisations.
Access Limitations and Security. Agency will use provided access solely for agreed service delivery and will implement reasonable security measures to protect Client credentials and sensitive information.
Sales System Setup. Agency provides HubSpot CRM implementation, configuration, and ongoing optimisation including:
Sales Support and Operations. Sales operations services encompass strategic and tactical support including:
Sales Outreach and Lead Generation. Direct sales activities include prospecting, relationship development, and conversion support:
Sales Success and Performance Management. Comprehensive sales success services covering strategy through execution:
No Guarantee. Agency cannot guarantee specific sales outcomes, revenue targets, lead volumes, or conversion rates. Sales success depends on numerous factors beyond Agency’s control including market conditions, economic climate, competitive landscape, product-market fit, pricing strategies, and Client’s sales team capability and follow-through.
Variable Results and Market Dependencies. Sales performance varies significantly across industries, geographic markets, seasonal periods, and economic cycles. Client acknowledges that past performance for other clients or industries does not predict future results for Client’s specific circumstances.
Client Cooperation Requirements. Effective sales support requires active Client participation including:
External Factors Beyond Agency Control. Sales results may be affected by factors outside Agency’s influence including:
Timeline Expectations and Ramp-Up Periods. Sales improvements typically require 3-6 months minimum to show meaningful results. Initial periods may show temporary performance decline as new processes are implemented and teams adapt to new methodologies.
Client acknowledges that sales transformation is a gradual process requiring sustained commitment.
Realistic Benchmarking. Success metrics will be established based on Client’s historical performance, industry benchmarks, and realistic improvement targets. Agency will provide transparent reporting on activities and leading indicators while managing expectations around outcome variability.
Limitation of Liability. Agency’s liability is limited to refund of fees paid and does not extend to lost revenue, opportunity costs, or consequential damages from sales performance shortfalls.
Reducer Retainer and Commission Model. Agency offers discounted monthly retainer fees for initial 3-month period (extendable to 6 months at Agency discretion) in exchange for performance-based commission structure. Reduced retainer reflects Agency’s investment in strategy development, keyword optimisation, and tactical deployment during initial performance period.
Commission Rates and Qualifying Sales
Commission Scope and Attribution. Commission applies to all new business generated during service period regardless of lead source, including:
Commission Validity Period. Commission entitlement extends 6 months from date of first order placement. Subsequent sales to the same client during this period qualify for applicable commission rates.
CRM Implementation Requirements. Client must utilise Agency-recommended CRM system (HubSpot or Salesforce, typically $70-$200 per user per month licensing).
Agency provides setup and configuration at no additional cost, to agency desired standards. All client-facing staff must integrate CRM with existing email systems.
Service Modifications. Agency may require Client to implement strategic changes including service packaging, loss-leader offerings, or additional marketing system investments (subject to prior discussion and approval).
Lead Management. Agency functions primarily as lead generation and appointment setting service. Client retains responsibility for sales conversion.
Phone enquiries and inbound calls contribute to commission calculation but are not directly managed by Agency unless independent phone service is implemented at Agency discretion.
Conversion Bonus and Contract Terms. $500 bonus applies per sale when Agency directly facilitates conversion.
Minimum 6-month service commitment required, with retainer increases and commission adjustments from month 4 based on performance outcomes.
Recommendation Expertise. Agency recommendations are based on extensive industry knowledge, proven methodologies, and strategic analysis specific to Client’s circumstances.
All recommendations are provided to optimise project outcomes and achieve agreed objectives.
Impact of Non-Compliance. Failure to implement Agency recommendations, or allow agency to implement recommendations, may significantly impact project results, timeline adherence, and overall success. Client acknowledges that:
Cumulative Effect. Agency strategies involve interconnected recommendations where each element supports overall success. Client understands that:
Client Responsibility for Decision Consequences. When Client chooses not to follow specific recommendations, Client accepts full responsibility for:
Documentation and Communication. Agency will document all recommendations and Client decisions regarding implementation. Non-compliance will be noted in project records and may affect future strategic recommendations and service delivery approaches.
Limitation of Agency Responsibility. Agency cannot be held responsible for poor results or project failure when Client has not implemented recommended actions, regardless of the number or perceived significance of ignored recommendations.
Accessibility Through Tiered Pricing. Agency offers multiple service tiers to accommodate varying budget requirements while maintaining strategic design quality. Lower-cost package options provide businesses with smaller budgets access to Agency’s strategic design services through efficient delivery methods and resource allocation.
Brand Development Investment Range ($7,500 – $100,000). Brand project investment varies based on strategic requirements and creative complexity. Factors influencing investment levels include:
Website Development Investment Range ($7,500 – $50,000). Website project costs reflect functionality needs and design customisation levels. Investment considerations include:
Marketing Services Investment Range ($2,500 – $12,500 per month). Monthly marketing investment scales with growth objectives and market competitiveness. Pricing factors include:
Package Selection and Value Alignment. Client acknowledges that package selection directly impacts service depth, team seniority, timeline, and strategic involvement. Lower-tier packages provide essential services through streamlined processes, while higher-tier packages include comprehensive strategic development and senior team engagement.
Reproduction Rights. Agency retains the right to reproduce, publish and display the Deliverables in Agency’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
Dual Promotion Rights. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
Definition of Confidential Information. Confidential Information includes all non-public information disclosed by either party, including but not limited to business strategies, financial data, customer lists, pricing structures, marketing plans, technical specifications, proprietary processes, trade secrets, and any information marked as confidential or that would reasonably be considered confidential in nature.
Mutual Confidentiality Obligations. Both parties agree to:
Permitted Disclosures. Confidential Information may be disclosed only:
Data Security and Protection. Both parties will implement reasonable administrative, technical, and physical safeguards to protect Confidential Information, including secure storage, encrypted transmission, and controlled access protocols.
Return of Information. Upon Agreement termination or request, each party will promptly return or destroy all Confidential Information and confirm such action in writing.
Agency Discretion. Agency shall provide the Services under the general direction of Client, but Agency shall determine, in Agency’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
Agency Agents. Agency shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Agency shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement. Agency shall also require, in writing, that Design Agents assign any and all intellectual property rights in the work product created for Agency to Agency.
No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Agency employee, Agency Contractor, or Design Agent of Agency, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Agency shall be entitled to an agency commission to be the greater of, either:
No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Agency, and Agency shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by Agency.
By Client. Client represents, warrants, and covenants to Agency that:
By Agency. Agency hereby represents, warrants, and covenants to Client that:
By Client. Client agrees to indemnify, save, and hold harmless Agency from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations, or warranties under this Agreement, except in the event any such claims, damages, liabilities, costs, losses, or expenses arise directly as a result of gross negligence or wilful misconduct of Agency. Under such circumstances Agency shall promptly notify Client in writing of any claim or suit and;
By Agency. Subject to the terms, conditions, express representations, and warranties provided in this Agreement, Agency agrees to indemnify, save, and hold harmless Client from any and all damages, liabilities, costs, losses, or expenses arising out any breach of Agency’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses, or expenses arise directly as a result of gross negligence or wilful misconduct of Client provided that:
Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent, such consent not to be unreasonably withheld.
Limitation of Liability. In all circumstances, the maximum liability of Agency, its directors, officers, employees, design agents and affiliates (“designer parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the total amount payable to of Agency pursuant to this Agreement, including any Proposals which are incorporated hereto. In no event shall Agency be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the materials or the services provided by Agency, even if Agency has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy, except in the event of fraud, gross negligence, or wilful misconduct by Agency.
The services and the work product of Agency are sold “as is.” Except for those warranties set forth in Section 9, Agency makes no warranty, written, oral, express, or implied, including the implied warranties of merchantability, fitness for a particular purpose, with respect to the Services, to the extent permitted by applicable law.
Term. This Agreement shall commence upon the Effective Date and shall remain effective until terminated in accordance with this Agreement.
Termination. This Agreement may be terminated for convenience at any time by either party effective immediately upon receipt of notice, or the mutual agreement of the parties, or for cause if any party:
Termination Pro Rata. In the event of termination for any reason where advanced payment was provided to Agency by Client, and the prorated portion of the fees due to Agency for Services already performed is less than the advance payment, Agency shall promptly refund to Client the difference.
Termination by Convenience. In the event of termination for convenience by either party, and upon payment of any compensation then due as provided herein, Agency grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.
Expiration or Termination. Upon expiration or termination of this Agreement:
Participation. From time to time, Soto Group may conduct competitions, giveaways or offer promotional benefits (“Promotional Activities”) at its sole discretion. Participation in any such Promotional Activities is subject to the following terms and conditions, unless otherwise stated in the specific campaign materials
Eligibility. Participation is generally open to Australian-based businesses only. Entrants must be authorised representatives of a registered entity holding a valid Australian Business Number (ABN), unless otherwise specified. Soto Group reserves the right to verify eligibility at any time.
Entry Requirements. Each Promotional Activity will outline its method of entry, required information, and closing date. Entries received after the published deadline will not be eligible.
Prize of Offer Details. The nature and scope of any prize or offer will be outlined in the relevant Promotional Activity materials. Unless otherwise specified, all prizes are:
Selection and Notification. For competitions involving judging or random selection, Soto Group will appoint an internal panel or use a fair draw process. Winners will be notified via the contact details provided at the time of entry. If the winner cannot be contacted within a reasonable timeframe (typically seven days), Soto Group may elect to select an alternate recipient.
Use of Entry Data. By participating, entrants consent to receive marketing communications from Soto Group. Entrants may unsubscribe from such communications at any time without affecting their eligibility for past or future Promotional Activities.
Publicity and Consent. Winners may be requested to participate in reasonable promotional activity, including (but not limited to) publication of their business name, testimonials, or outcomes relating to the prize or offer. Soto Group will obtain consent where required by law.
Suspension. Soto Group reserves the right to amend, suspend or withdraw any Promotional Activity at its discretion and without prior notice. Any abuse or breach of these terms may result in disqualification.
Modification / Waiver. This Agreement may be modified by the parties in writing. Any modification of this Agreement must be in writing, except that Agency’s invoices may include, and Client shall pay, expenses, or costs that Client authorises by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Notices. All notices to be given hereunder shall be sent via email.
Notices can be sent to info@sotogroup.co
No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned, or encumbered by operation of law or otherwise, without the prior written consent of the other party except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.
Force Majeure. Agency shall not be deemed in breach of this Agreement if Agency is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labour dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of Agency or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Agency’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Agency shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services. In the event that Agency is unable to perform due to a Force Majeure Event and cannot complete the performance of Services in a reasonable time frame, Client shall be reimbursed for the Services which were not able to be performed by Agency, pro rata.
Governing Law and Dispute Resolution. The formation, construction, performance, and enforcement of this Agreement shall be in accordance with the laws of Australia and the State of Victoria without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration using an agreed third party. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state, and federal courts located in the State of Victoria. The parties hereby waive any jurisdictional or venue defences available to them and further consent to service of process by mail. Client acknowledges that Agency will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Agency shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions.
Standard Hourly Rates. Hourly Rate ex GST
Creative, Design and Marketing Services. $175 per hour (ex GST)
Strategic Services and Investment Services. $225 per hour (ex GST)
Rush Work and Expedited Services. Rush fees apply when Client requests delivery timeframes shorter than Agency’s standard turnaround times:
Rush work availability subject to Agency capacity and resource allocation.
Ad-Hoc Work Arrangements. Work requests outside existing retainer agreements or project scopes are charged at standard hourly rates plus applicable surcharges. Ad-hoc work requires:
Request Submission and Processing. All work requests must be submitted through Agency’s designated client portal to ensure proper tracking, resource allocation, and project management. Requests submitted via alternative channels (email, phone, text) may experience delayed processing and are not guaranteed priority scheduling.
Request Timing and Turnaround. Standard turnaround times apply unless rush services are specifically requested and confirmed:
Turnaround times commence upon receipt of complete brief and any required assets through the client portal.
Rate Adjustments. Agency reserves the right to adjust rates annually with 30 days written notice. Current rates remain applicable to all work commenced prior to rate change notification.
This Master Services Agreement is authorised and incorporated fully by reference in the above-identified Agreement through the signatures. Each party agrees to be bound by these terms and conditions.
