"Quote" means any proposal, estimate, statement of work, scope document, fee proposal or written pricing document issued by NABLA BY DESIGN.

The Client appoints NABLA BY DESIGN to provide the Services as outlined in the quote provided.

The commencement date of NABLA BY DESIGN’s Services will be based on payment of the deposit, or as confirmed in writing in the quote. Whichever is later. 

This Agreement commences on the Commencement Date and continues until completion of the Services, unless terminated earlier in accordance with these Terms and Conditions. Any ongoing services will continue on a month-to-month basis unless otherwise agreed in writing.

The Parties agree that the services to be provided by NABLA BY DESIGN to the Client are the services stated in the quote attached to this agreement and any further Quote agreed between the Parties. The Client agrees that it will at its own cost provide NABLA BY DESIGN with the materials, documents, approvals and instructions NABLA BY DESIGN reasonably requires from time to time to deliver the Services in accordance with this agreement.

The Parties will be available for regular meetings during the Term, to review NABLA BY DESIGN’s performance in respect of the Services and to assess and vary (as required) the level of resourcing in respect of Services and fees in order to ensure that they accurately reflect current Client requirements.

Any revision rounds included in the Services will be detailed in the Quote.

Additional revisions requested beyond the agreed scope will be charged at NABLA BY DESIGN's standard hourly rate ($75 per hour) or as otherwise agreed in writing.

The Client agrees to review and approve deliverables within five (5) business days of submission unless otherwise agreed.

Delays in providing feedback, content, approvals or instructions may impact delivery dates and NABLA BY DESIGN will not be liable for any resulting delay.

The Client will pay NABLA BY DESIGN fees in accordance with the attached quote, any further quotes provided and as otherwise agreed between the parties.

In the event that the Client requires services in addition to the Services, the Parties shall come together to discuss any required increase in fees and delivery timings, to be confirmed in writing. Such additional services will be charged as agreed between the parties and may be incorporated into a further Quote.

Unless GST (defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) is expressly included, the fees expressed to be payable for any supply made under or in connection with this Agreement do not include GST and GST will be payable by the Client.

Payment terms for Services performed are due 14 days from the date of invoice unless stated otherwise in the quote. In the event an invoice is not paid by the due date NABLA BY DESIGN may cancel in its sole discretion the Services under this Agreement and/or a quote. Reinstatement after cancellation may require a new Quote (including all applicable fees).

NABLA BY DESIGN reserves the right to charge interest on overdue amounts at a rate of 10% per annum calculated daily from the due date until payment is received in full.

NABLA BY DESIGN may suspend Services until overdue amounts are paid in full.

Either party may terminate this Agreement by providing fourteen (14) days written notice.

NABLA BY DESIGN may immediately suspend or terminate Services where:

• invoices remain unpaid after the due date;

• the Client breaches this Agreement;

• the Client behaves in a manner that is abusive, threatening or unlawful.

Upon termination, all outstanding fees, approved expenses and work completed up to the termination date become immediately payable.

NABLA BY DESIGN will incur third party expenses as stated in the  Quote or as otherwise approved by the Client.

The Client will pay any and all third party expenses payable by NABLA BY DESIGN to third parties for the provision of the applicable part of the Services  within seven (7) days from date of invoice unless stated otherwise in the Quote. The Client agrees that such invoices for third party expenses paid by NABLA BY DESIGN will include in addition a 10% service fee and that the Client may be required to pay such invoices in advance prior to the commencement of that part of the Services.

The Client will pay for all additional out of pocket expenses and disbursements incurred by NABLA BY DESIGN during the provision of the Services and not covered in the Quote (if any) if otherwise previously approved by the Client or if the out of pocket expense was reasonably incurred by NABLA BY DESIGN having regard to the nature of the Services.

Your material. All right, title and interest in all Intellectual Property Rights (including copyright) in material provided to NABLA BY DESIGN by you or at your direction for the purposes of this Agreement (including without

limitation your logos, trade marks or other indicia, artwork, documents, equipment, computer programs, information, data and customer lists) will remain or be vested in you or the party who owns this material.

Services Material. Subject to you paying to us in full all fees, costs and expenses in the manner and the amount set out as being payable for the provision of the Services in this Agreement and any Quote, NABLA BY DESIGN absolutely and unconditionally assigns, and must, subject to third party material and any other third party interest and/or use limitation (including rights of personality and limitations in talent releases), use reasonable commercial endeavours to procure that all subcontractors and third parties

assign all Intellectual Property Rights in any Service Material to the Client in respect of the campaign(s), territories, environments and/or media stated in the applicable Quote.

Our material: You will not own any material that is owned by NABLA BY DESIGN and developed prior to or independently of the Services, but NABLA BY DESIGN will grant you a non-exclusive licence to use this material to the extent necessary to obtain the benefit of the Services.

Third party material. In order to provide the Services, we may be required to source and licence material that is owned by a third party (usually identified in the Quote) that may include third party research or reports, images, photographs, content, talent / personality rights, third party software or public domain content. In such circumstances, the Intellectual Property Rights / use rights in such material is retained by the originator and is released for use by you on the basis of a use licence that will often limit use in terms of time, territory and media. 

NABLA BY DESIGN will work with the Client to action any required changes or cancellations to the Services (or part thereof). All changes and cancellations must be agreed by NABLA BY DESIGN in writing and are subject to the permissibility of such change or cancellation within the terms of any contracts between NABLA BY DESIGN and any relevant third party.

In the event that NABLA BY DESIGN agrees to alter or cancel any Services under this Agreement, the parties agree that NABLA BY DESIGN will require payment of its fees and expenses (including hours expended) on

a pro-rata basis up to and including the day of alteration or cancellation (as the case may be) together with all charges and costs that NABLA BY DESIGN may reasonably require in order to comply with its contractual or other obligations to any third party supplier (including but not limited to media cancellation charges and non-cancellable third party costs). 

Where possible, NABLA BY DESIGN will notify the Client of any cancellation charges and non-cancellable third party costs prior to alteration or cancellation and NABLA BY DESIGN will make all possible changes or cancellations as soon as reasonably practicable after receiving the request from the Client.

A party must not, without the prior written approval of the other party, disclose or use any information of the other party that by its nature or the circumstances of its disclosure could reasonably be expected to be

regarded as confidential (including the terms of this Agreement) otherwise than in accordance with this Agreement.

A party will not be in breach of this clause in circumstances where it is legally compelled to disclose the other party's confidential information. Each party is responsible for and must ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement or a Quote, do not make public, use or disclose the other party's confidential information. A party may however disclose the terms of this agreement to its related companies, solicitors, auditors, insurers and accountants.

These obligations of confidentiality survive termination of this Agreement or a Quote.

The Parties agree that in the event a dispute arises the following process will apply:

• The aggrieved Party will inform the other Party of the dispute in writing.

• The Parties will arrange to meet (either in person or via video call) within seven (7) days and will take all reasonable steps to attempt to resolve the dispute.

• If the dispute is not resolved, the Parties may take such action or steps as they see fit.

Neither party will be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including natural disasters, pandemics, internet outages, power failures, government actions, cyber incidents or supplier failures.

Unless otherwise agreed in writing, NABLA BY DESIGN may display completed work, project outcomes, campaign materials and the Client's name and logo in its portfolio, website, social media channels, marketing materials and award submissions.

Except where the Client has requested confidentiality in writing.

The Client warrants and represents that:

• the use by NABLA BY DESIGN of any materials or information provided by the Client in accordance with this Agreement will not infringe the rights (including Intellectual Property Rights) of any third party;

• supplied Client materials or information will not contain any information, subject matter or content that is: illegal; contrary to any applicable laws, or applicable industry codes; false, misleading or deceptive or likely to mislead or deceive; indecent, obscene, threatening, discriminatory, harassing; in breach of any confidence, defamatory, libellous, offensive or objectionable;

• supplied Client materials or information will not contain any misrepresentations or suggestion that any entity has the approval or sponsorship of any other entity which it does not have; and

• any databases or lists of customers or consumers or research participants or similar containing personal information (including but not limited to names, addresses, email addresses, mobile numbers, fixed line numbers) to whom emails, SMS, MMS or other forms of electronic messages will be sent using any part of or as a result of the Services, complies with the Do Not Call Register

Act 2006, Spam Act 2003 and the Privacy Act 1988.

NABLA BY DESIGN warrants and represents that it will perform the Services with due care and skill and that, except to the extent advised to the Client, the provision of the Services and their use by the Client will not infringe the rights (including Intellectual Property Rights) of any third party.

Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Competition and Consumer Act 2010 (Cth) or any other law that cannot legally be excluded.

In no event will NABLA BY DESIGN or its affiliates, related entities, employees, officers or agents, be liable to the Client for any form of loss or damage whatsoever including but not limited to consequential, indirect, incidental, or special loss or damage even if such loss or damage was in the contemplation of the parties at the date of this Agreement as a probable result of a breach of this Agreement, and including any loss of profits, loss or revenue, business interruption, loss of contract, loss of opportunity, loss of or unauthorised access to information, loss of reputation, loss of goodwill, loss of data, the cost of engaging an alternative service provider and similar loss or damage.

In no event will NABLA BY DESIGN or its affiliates, related entities, employees, officers or agents, be liable to the Client for an amount in excess of the total dollar amount actually received by NABLA BY DESIGN from the Client for the Services as at the date of the breach and less third party costs and out-of-pocket expenses and disbursements. The Client acknowledges that NABLA BY DESIGN has not made any warranties in respect of the success of the Services in respect of the Client’s business or commercial performance or otherwise.

The Client will indemnify and hold harmless NABLA BY DESIGN and its affiliates, related entities, servants, employees, officers and agents in respect of any loss, costs (including reasonably incurred legal fees and costs on a full indemnity basis), expense, damages or liability which NABLA BY DESIGN suffers or incurs arising directly from any breach of a warranty given by the Client under this Agreement, or any warranty given by the Client under this Agreement not being complete, true or correct.

This Agreement is governed by the laws of New South Wales, and the parties irrevocably submit to the jurisdiction of the courts of New South Wales.

Any variation of this Agreement is only valid if it is recorded in writing and signed by all the parties (and attached hereto).

This Agreement together with any Quote constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations and understandings.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.