1. Application of Terms
These Terms & Conditions apply to all proposals, projects, and services provided by Ethos Digital Agency (“Ethos”, “we”, “us”) to the client (“Client”). Acceptance of a proposal, quote, or scope of work constitutes acceptance of these Terms.
These Terms may only be varied by written agreement signed by both parties.
2. Definitions
- Client: the individual or entity engaging Ethos
- Services: the work and deliverables outlined in the agreed proposal or scope
- Fees: the total amount payable for the Services
- Expenses: approved third-party costs incurred on the Client’s behalf
- Agreement: the contract formed upon acceptance of a proposal
3. Proposals, Estimates & Acceptance
Estimates are indicative only and may change if scope, requirements, or assumptions change.
Proposals are valid for 60 days unless stated otherwise. Written acceptance (including email confirmation) forms a binding Agreement.
4. Scope of Work & Variations
Ethos will deliver the Services as outlined in the agreed scope. Any work outside this scope will be treated as a variation and may result in additional fees and timeline adjustments. Variations will be confirmed before work proceeds.
5. Client Responsibilities
The Client agrees to:
- provide timely access to information, materials, and approvals
- ensure supplied content is accurate and lawful
- respond to feedback requests within reasonable timeframes
Delays in Client feedback or content may affect delivery timelines and fees.
6. Fees, Expenses & GST
All Fees and Expenses are exclusive of GST unless stated otherwise. GST will be applied in accordance with Australian law. Approved Expenses will be invoiced at cost.
7. Payment Terms
Unless otherwise agreed in writing:
- 50% payable upon acceptance of the proposal
- 50% payable upon completion of the Services
- Invoices are payable within 7 days of issue.
8. Late Payment
Invoices unpaid after 7 days may incur a late fee, with 2.5% charge per week applied to outstanding balances. Ethos reserves the right to pause work until overdue amounts are paid.
9. Intellectual Property
All intellectual property created by Ethos remains the property of Ethos until all Fees and Expenses are paid in full. Upon full payment, ownership of final approved deliverables transfers to the Client unless otherwise agreed. Working files, source files, and design processes are not included unless explicitly stated. Ethos retains the right to display completed work for portfolio, promotional, and award purposes.
10. Ethical Alignment
Ethos works with purpose-led and values-aligned organisations. Ethos reserves the right to decline or terminate services if a Client’s conduct or activities materially conflict with Ethos’ ethical commitments, including environmental harm or misleading claims.
11. Sustainability & Performance
Where sustainability, performance, or environmental impact is discussed, Ethos provides recommendations in good faith. Final implementation, hosting choices, and ongoing site use remain the responsibility of the Client. Ethos does not guarantee specific sustainability or performance outcomes.
12. Accessibility
Ethos designs with accessibility best practices in mind. Unless explicitly agreed in writing, Ethos does not guarantee compliance with specific accessibility standards or legislation. Ongoing compliance remains the Client’s responsibility.
13. AI & Third-Party Tools
Ethos may use third-party tools, platforms, plugins, hosting services, or AI-assisted tools as part of its workflow. Ethos is not responsible for limitations, outages, pricing changes, or terms imposed by third-party providers.
14. Content, Warranties & Claims
The Client warrants that it owns, or has secured all necessary rights, licences, and permissions to use any content, materials, data, imagery, trademarks, or intellectual property supplied to Ethos or approved for use in connection with the Services.
The Client further warrants that all content and claims provided or approved are accurate, lawful, non-misleading, and do not infringe the rights of any third party, including intellectual property rights, privacy rights, or applicable laws and regulations.
The Client indemnifies and agrees to keep indemnified Ethos Digital Agency, its directors, employees, contractors, and agents against any claims, losses, damages, liabilities, costs, or expenses arising from a breach of these warranties, including claims relating to inaccurate, unlawful, defamatory, or misleading content.
Ethos does not independently verify factual claims, data, or representations unless explicitly agreed in writing.
15. Completion & Post-Launch
Once deliverables are approved and the project is completed, any further changes or additions will be treated as new work unless covered by a maintenance or support agreement.
16. Storage & Archiving
Ethos is not responsible for long-term storage of project files beyond 30 days after project completion unless otherwise agreed. Files may be archived or deleted after this period.
17. Termination
Either party may terminate the Agreement with written notice. Fees for work completed up to the termination date remain payable.
18. Limitation of Liability
Ethos’ liability is limited to the Fees paid under the Agreement. Ethos is not liable for indirect, consequential, or loss-of-profit damages.
19. Force Majeure
Ethos is not liable for delays or failure to perform due to events beyond reasonable control, including natural disasters, power outages, internet failures, or government restrictions.
20. Governing Law
This Agreement is governed by the laws of New South Wales, Australia.
