Characters Agency General Terms & Conditions
Effective February 2026
1. Definitions
Agency means Characters Agency Pty Ltd (ABN: 44 694 340 906).
Client means the party engaging the Agency for services.
Services means the creative, strategic, design, digital, or advisory work outlined in the approved proposal or scope of work.
Deliverables means the tangible outputs created as part of the Services.
Project means the agreed scope of work outlined in the proposal.
Agreement means the executed proposal or contract incorporating these Terms.
2. Engagement & ScopeThe Client engages the Agency to provide the Services as detailed in the approved proposal.All work performed by the Agency is based on the agreed scope, timelines, and fees. Any work requested outside of this scope will be treated as a Variation (see Clause 8).
3. Project Structure
The Agency operates on a structured process of three creative rounds, designed to ensure clarity, focus, and efficiency:
1. Concept Presentation – the Agency presents initial creative direction(s) for Client feedback and approval.
2. Round 1 – first iteration of creative based on approved concept.
3. Round 2 – refinement round based on consolidated feedback.
4. Round 3 – polish and preparation for final delivery.5. Final Handover – final files and assets supplied after approval and final payment.
Additional feedback rounds or substantial changes beyond this model will trigger a Variation (see Clause 8).
4. Client Responsibilities
The Client agrees to:
- Provide clear and consolidated feedback within agreed timeframes.
- Supply any required assets, information, or brand materials on time.
- Approve key stages (concept, rounds, and final sign-off) to maintain project schedule.
The Agency is not liable for delays caused by late approvals, incomplete information, or changes in project direction initiated by the Client.
5. Payment Structure
Unless otherwise stated in the proposal, payment terms are as follows:
- 30% deposit due prior to commencement (non-refundable).
- 40% at the agreed project milestone (typically upon concept approval and delivery of Round 1 assets).
- 30% upon completion, prior to final handover or publication.
Important:- No final files, artwork, or intellectual property will be released until all invoices are paid in full.
- Late payments may incur interest at 2% per month after the due date.
- Invoices are issued electronically and payable within 14 days unless otherwise agreed.
6. Intellectual Property
- All concepts, creative work, and materials remain the property of the Agency until full payment has been received.
- Upon full payment, ownership of final approved deliverables transfers to the Client.
- The Agency retains the right to showcase completed work in portfolios, award submissions, case studies, and promotional materials.
- Unused concepts, drafts, or rejected creative remain the property of the Agency.
7. Confidentiality
Both parties agree to maintain confidentiality regarding all proprietary information, brand materials, and project documentation shared during the engagement.
8. Variations & Additional Rounds
The Client acknowledges that all Services are based on the agreed scope and the Agency’s defined three-round creative process. A Variation applies if:
- Additional creative rounds or directions are requested beyond the agreed three
- New deliverables, formats, or outputs are introduced
- The Client changes project direction or scope after approval of prior stages.
Variation Fees:
The minimum fee for any additional round of creative feedback or revision is $500. However, where the variation involves significant changes to the agreed scope, deliverables, or overall project complexity, the cost may be substantially higher, determined in accordance with the Agency’s complexity and scope-based pricing framework. The Agency may, at its discretion, waive or adjust Variation fees if the additional work is minor.
9. Third-Party Costs
Fees do not include third-party costs such as:
• Media placement
• Printing and production
• Hosting Software subscriptions
• Stock imagery or licensing
• Specialist consultants
• Such costs require Client approval and will be invoiced separately or as detailed line items.
10. Hosting & Digital Services
For web projects:
- Annual hosting and platform management is billed separately and renewed under the Agency’s account.
- Hosting is payable in advance and non-refundable once activated.
- Hosting does not include ongoing content management or performance reporting unless separately scoped.
- Hosting is excluded from multiplier or variation adjustments.
11. Warranties & Australian Consumer Law
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law that cannot lawfully be excluded.
To the extent permitted by law, the Agency’s liability for any breach is limited to:
• Re-supply of the services, or
• Payment of the cost of having the services re-supplied at the Agency’s discretion.
12. Limitation of Liability
To the extent permitted by law, the Agency is not liable for:
• Indirect or consequential loss
• Loss of profit, revenue, opportunity, or goodwill
• Any business interruption
• Total liability is limited to the total fees paid by the Client for the relevant services.
13. Termination
Either party may terminate an engagement in writing.
If terminated by the Client:
• The deposit is non-refundable
• Work completed to date will be invoiced
• Approved variations and third-party commitments remain payable
If terminated due to Client breach, all outstanding amounts become immediately payable.
14. Force Majeure
The Agency is not liable for delay or failure to perform services due to circumstances beyond reasonable control, including but not limited to natural disasters, government restrictions, technical outages, or supplier failure.
15. Non-Solicitation
The Client agrees not to solicit, employ, or engage any employee or contractor of the Agency during the engagement and for 6 months following completion without written consent.
16. Governing Law
These Terms are governed by the laws of New South Wales, Australia
17. Acceptance
By engaging Characters Agency and approving a proposal or quotation, the Client acknowledges and agrees to these Terms & Conditions.
