TERMS OF SERVICE AGREEMENT
Current Version: 1.1.2
Effective Date: April 2026
Business ABN: 71 530 144 744
BINDING DECLERATION
This Master terms of service agreement (“Agreement”) Governs the commercial relationship, operational workflows, and intellectual property rights between Nat Gatt Brand Studios (The “Studios”) and the engaged client (the “Client”)
By Digitally Accepting a Studio Proposal and/or remitting the required initial project by deposit, the Client Formally acknowledges that they have read, understood, and agree to be legally bound by the terms set forth within this document in their entirety.
1.0 DEFINITIONS & INTERPRETATION
1.1 The Parties
This Agreement is entered into between Nat Gatt Brand Studio (hereinafter referred to as the "Studio") and the individual or entity named in the accepted Proposal (hereinafter referred to as the "Client").
1.2 Defined Terms
In this Agreement, the following terms shall have the respective meanings assigned to them:
"Agreement" refers to these Standard Terms of Service, read in conjunction with the specific timelines, deliverables, and financial costs outlined in the Client's accepted Proposal.
"Proposal" refers to the specific quoting document, estimate, or project scope provided by the Studio and accepted by the Client.
"Deliverables" refers strictly to the final, completed media assets expressly listed in the Proposal to be handed over to the Client in professional design formats (including but not limited to flattened Adobe Creative Suite files or Canva exports).
"Raw Files" refers to the underlying editable project files, layered artwork, unselected concepts, and proprietary assets created by the Studio during the execution of the work.
"Change Request" refers to any request for work, revisions, or deliverables that fall outside the explicitly defined scope of the accepted Proposal inclusions list.
"Concept Revisions" refers to broad, strategic alterations to the initial creative direction, generally applicable only to comprehensive branding projects.
"Design Revisions" refers to specific, minor corrections and refinements (e.g., text changes, colour tweaks, layout adjustments) applied to an established design.
"Business Day" refers to a day that is not a Saturday, Sunday, or public holiday in New South Wales, Australia.
"Dormant Hold" refers to a suspended project state triggered by Client delays, which pauses all Studio work and incurs a mandatory reactivation fee.
1.3 Interpretation
In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa. Headings are for convenience only and do not affect the interpretation of this Agreement
2.0 SCOPE OF WORK & VARIATIONS
2.1 Engagement & Professional Standards
The Studio will provide the services identified in the Proposal in a professional manner, and in accordance with applicable professional standards. The Client agrees to pay the total amount strictly for the scope of work selected in the Proposal. Both parties agree to maintain professional and respectful communication throughout the project duration.
2.2 Revisions & Corrections
Revision allowances vary depending on the complexity of the project. Unless otherwise explicitly stated in the Proposal:
a. Standard Design Projects (e.g., reports, social media graphics, collateral) include a maximum of two (2) rounds of Design Revisions.
b. Comprehensive Brand Projects will include a dedicated Concept Revision stage as outlined in the Proposal, followed by two (2) rounds of minor Design Revisions.
c. Any revisions requested beyond these specified limits will be deemed out of scope and billed at the Studio’s standard hourly rate as specified in the Proposal, subject to Client approval.
2.3 Change Requests & Scope Creep
A “Change Request” is any request for work, revisions, or additional materials outside the scope of the Proposal inclusions list. This includes fundamental alterations to the original brief or creative strategy (e.g., a complete change in business direction mid-project). The Client acknowledges that additions, revisions, or design brief changes will alter the project timeframe.
a. Notification: If the Client informs the Studio of changes or new ideas which need to be accommodated, the Studio will notify the Client that it is a Change Request. If the request is a fundamental re-scoping of the project, the Studio will bill for all work completed to date under the original scope, and a new Proposal will be issued for the new direction.
b. Approval: The timeframe and costs for additional work will be negotiated between the Client and Studio prior to commencement. In the case of urgent changes, the Client can request and approve a quote via email in order for the Studio to start work immediately.
c. Billing: Approved Change Requests will be billed as a separate estimate or accumulated and automatically billed at the end of each month. The Studio may also extend the delivery schedule to accommodate these changes.
2.4 Print Management & Proofing
Where the Studio is officially engaged to manage print production, the Studio will review and approve printer proofs prior to the final print run. However, if the Client elects to organise their own printing, or uses third-party vendors independent of the Studio, the Studio takes no responsibility for the final printed quality, errors, or discrepancies once the Final Deliverables have been approved and handed over. It is the Client’s sole responsibility to carefully check all proofs for errors prior to final production in these instances.
2.5 Third-Party & Additional Costs
The Client shall reimburse the Studio for all additional and approved expenses arising from this project. This includes, but is not limited to, stock photography, print management, print production, web hosting, or licensing third-party fonts and software. Where the Studio licenses such material, the intellectual property rights in the licensed material remain the property of the third-party vendors.
2.6 Expedited Timelines (Rush Fees)
The costs cited in the Proposal do not cover any work that has to be rushed ahead of the project schedule. The Studio may, but is not obligated to, agree to an accelerated schedule. In the event the Studio agrees to expedite the timeline, a "Rush Fee" will be billed to the Client at a rate negotiated prior to the commencement of work.
3.0 FINANCIAL TERMS & INVOICING
3.1 Payment Schedules & Invoicing
Payment structures vary based on the specific services provided, as detailed in the Client's Proposal. Clients always have the option to pay the total project fee upfront. Unless otherwise explicitly stated in the Proposal, the following standard payment terms apply to all projects:
a. At a minimum, a 50% non-refundable deposit is required in advance to secure the project timeline and commence work. The remaining balance is due on completion of the project, strictly before the final delivery of assets or release of files to a manufacturer.
b. This initial deposit applies strictly to the initially agreed scope of work and does not cover subsequent out-of-scope additions, rush fees, third-party costs, or change requests, which will be billed separately. An invoice will be issued upon acceptance of the Proposal. All invoices are strictly payable within seven (7) days of the invoice date. Payment of the initial deposit constitutes formal acceptance of these Terms of Service, even in the absence of a physical or digital signature.
c. An invoice will be issued upon acceptance of the Proposal. All invoices are strictly payable within seven (7) days of the invoice date.
3.2 Goods and Services Tax (GST)
All fees, charges, and costs outlined in this Agreement or the Proposal are quoted exclusive of Goods and Services Tax (GST). GST will be added to invoices where applicable in accordance with Australian tax law.
3.3 Default & Non-Payment
If an invoice remains unpaid beyond the seven (7) day period, the Studio may choose to cancel the project immediately or suspend work until payment is received (including suspending ongoing work and removing unpaid material). The Client shall assume full responsibility for all cost outlays by the Studio in the collection of unpaid fees. Invoices in default will include, but are not limited to, fees for collection and legal costs necessitated by the default in payment
4.0 CLIENT RESPONSIBILITIES & PROJECT TIMELINES
4.1 Project Commencement & Timelines
After the Proposal and Terms of Service Agreement are signed, the project start date will be determined by the timeline set out in the Proposal or by mutual agreement. The Studio will use commercially reasonable efforts to perform the services within the outlined timeline.
4.2 Communication & Client Inputs
The preferred means of communication for the Studio is via email to hello@natgatt.com.au. The Studio will aim to reply to correspondence within two (2) business days. Where the Client provides the Studio with materials (such as photographs or text) in the course of the project, the Client guarantees they own them or have been given permission to use them. The Studio will not be responsible for any damage or consequences if the provided materials infringe upon third-party rights or are unlawful.
4.3 Feedback & Approval Timelines
To maintain project momentum, the Client agrees to provide feedback, approvals, or requested materials within five (5) business days of the Studio’s request, unless an alternative timeline is explicitly agreed upon in the Proposal or due to extenuating circumstances acknowledged in writing by the Studio. Failure to meet these feedback timelines may result in an automatic extension of the final delivery schedule.
4.4 Delays & Project Dormancy
The Studio’s delivery timeframe strictly depends upon the Client’s prompt response to any questions or requests for materials. If the Client fails to provide requested materials, feedback, or approvals for a period exceeding fourteen (14) consecutive days, the project will automatically be placed on 'Dormant Hold'.
4.5 Project Reactivation
To reactivate a project from Dormant Hold, a reactivation fee of $500.00 will apply, and a new timeline will be negotiated between the Client and Studio prior to the recommencement of work. Any delays in communication or delivery of information on the Client’s part could incur additional timeline delays or rush fees.
5.0 INTELLECTUAL PROPERTY & USAGE RIGHTS
5.1 Ownership & Licensing
When the Studio receives final payment, copyright is automatically assigned as follows: the Client owns the final deliverables that the Studio creates for the Client for this project. This includes only the final, deliverable art, and not any preliminary work or sketches. The rights granted to the Client are for the usage of the final design in its original form only, and the Client may not modify the final design. Software and fonts used for the project remain the property of the Studio and will not be released to the Client. The Studio retains the rights to project raw files, preliminary concepts, sketches, and works in progress, whether the project is completed or cancelled.
5.2 Generative AI Prohibition
The Client is strictly prohibited from uploading, feeding, or otherwise using any preliminary concepts, watermarked drafts, raw files, or final deliverables created by the Studio into any generative Artificial Intelligence (AI) platforms, machine learning models, or image-to-image generators (including but not limited to Midjourney, DALL-E, or Stable Diffusion). This includes using the Studio's work to create derivative works, bypass revision rounds, or train datasets without the express written consent of the Studio.
5.3 Client Guarantees & Indemnification
The Client guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to the Studio for inclusion in the designs are either owned by the Client, or that the Client has permission to use them. The Client agrees to indemnify and hold the Studio harmless against any and all claims, costs, expenses, and legal fees due to materials included at the request of the Client for which no copyright permission or privacy release was obtained.
5.4 Promotion, Portfolio Rights & Credit Lines
The Studio reserves the right to display all aspects of work created, including sketches, work-in-progress designs, and the completed project on websites, social media, magazine articles, books, galleries, exhibitions, or for other promotional purposes. A credit line suitable to the design and size of the deliverables will be used for both print and digital publications, including websites developed by the Studio. This may include words similar to ’Designed by Nat Gatt Brand Studio’ which will electronically link to the Studio’s website. The Studio credits will not be incorporated into any logo designed for the Client.
5.5 Trademarking
The Studio will take all care to create a unique and individual strategy for the Client; however, the Studio cannot be responsible for claims or actual breaches of trademark. The Studio recommends the Client conducts a thorough search of trademarks used by competitors prior to final approval.
6.0 WARRANTIES & LIMITATION OF LIABILITY
6.1 Warranties & Standard of Work
Both the Studio and the Client warrant that they have full authority to enter into this Agreement. The Studio warrants that its services will be provided by qualified personnel in a competent manner, in accordance with applicable industry standards. The Client warrants that it has all necessary permissions, licenses, rights, and releases to lawfully execute its duties set forth in this Agreement.
6.2 No Commercial Guarantees
The Studio provides deliverables to the Client on an as-is basis, and makes no promise or guarantee that they will be fit for, or achieve, any particular commercial purpose (such as specific sales targets or engagement metrics). The Studio makes no guarantees about the specific business results the Client may obtain from working with the Studio. The Client agrees that any statements made by the Studio regarding potential outcomes are opinions and are not binding. The results the Client experiences will be dependent on many factors, including but not limited to the Client’s level of personal responsibility, market conditions, and business commitment.
6.3 Mutual Limitation of Liability
To the maximum extent permitted by Australian Consumer Law, neither party shall be liable to the other for any special, incidental, indirect, or consequential damages of any kind, including but not limited to loss of use, business interruption, lost profits, or lost data, arising out of this Agreement, even if advised of the possibility of such damages.
The maximum total liability of the Studio for any claim arising out of this Agreement—whether based in contract, tort (including negligence), or any other theory of liability—shall be strictly limited to the total fees actually invoiced and paid by the Client to the Studio under the specific Proposal giving rise to the claim.
7.0 TERMINATION & CANCELLATION
7.1 Client Cancellation
Either party may request to cancel the project at any time through a formal written request. In the event of Client cancellation, the Client shall pay the Studio a pro-rata rate for all work completed up to the exact date of cancellation (based either on hours logged or the percentage of the project phase completed), or forfeit the non-refundable deposit, whichever amount is greater. If the project has been fully completed at the time of cancellation, a 100% cancellation fee (equal to the remaining project balance) is due immediately, whether the final deliverables have been handed over to the Client or not.
7.2 Studio Termination & Project Abandonment
The Studio reserves the right to terminate this Agreement if the Client breaches any material term, including non-payment. Furthermore, if a project has been placed on 'Dormant Hold' (as per Clause 4.3) and the Client remains entirely inactive for an additional fourteen (14) days (totaling 28 days of inactivity), the Studio will issue a Final Written Notice. If the Client fails to respond and rectify the delay within seven (7) days of this notice, the Studio has the right to terminate the project and bill for all work completed to date. No refunds will be given for deposits or payments already made.
7.3 Intellectual Property Upon Cancellation
In the event of cancellation or termination of this project by either party, ownership of all copyrights, raw files, and the original artwork shall be strictly retained by the Studio. The Client is strictly prohibited from using any preliminary concepts or drafts provided prior to cancellation.
8.0 DISPUTE RESOLUTION & FORCE MAJEURE
8.1 Mandatory Dispute Resolution & Mediation
In the event of a dispute arising out of or relating to this Agreement, both parties agree to first attempt to resolve the issue in good faith through direct negotiation for a period of fourteen (14) days. If the dispute cannot be resolved through negotiation, both parties agree to enter into formal mediation in New South Wales before commencing any legal proceedings.
8.2 Force Majeure
Neither party may invoke Force Majeure to excuse the failure of its timely performance if such failure was caused by events beyond their reasonable control. This includes, but is not limited to: fire, flood, natural disasters, acts of government, pandemics, sabotage, terrorism, prolonged internet or infrastructure outages, ransomware or targeted cyber-attacks, or severe equipment failure. In such events, timelines will be reasonably extended. Failure to make a payment may only be considered a Force Majeure event if caused by an interruption in a third-party payment system that otherwise qualifies as a Force Majeure event.
9.0 GENERAL PROVISIONS
9.1 Confidentiality
“Confidential Information” means information that is marked as secret or confidential, or which ought to be treated as confidential. The receiving party agrees to keep the Confidential Information secret, ensure its agents and employees keep it secret, and not disclose it to any other entity. This does not include information that was already in the receiving party's possession, is generally known to the public , is obtained from a third party without breach, is independently developed, or is required by law to be disclosed.
9.2 Non-Disparagement
Both Parties agree to not take any actions or make any statements, whether oral or in writing, that negatively impact the other party’s business, services, products, or reputation.
9.3 Severability
If any term in this Agreement is found to be void or voidable, the remaining terms of the Agreement are unaffected, and deemed to remain in full force and effect, including those terms that are similar.
9.4 Modifications & Version Control
Modifications of the terms of this contract must be written and authorised by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval.
9.5 Governing Law & Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia. Both parties submit to the exclusive jurisdiction of the courts of New South Wales for the resolution of any disputes.