Terms and Conditions of Agency Services

These Terms and Conditions (“Agreement”) govern the provision of services by Pi r2 (“Agency,” “we,” “us,” or “our”) to the client (“Client,” “you,” or “your”). By engaging our services, you agree to these Terms and Conditions.

1. Services

The Agency provides the following services:

1.1 Website Development
1.1.1 The Agency will design, develop, and deploy websites based on the agreed project scope.
1.1.2 The Client must provide all necessary content, branding, and functional requirements before development begins.
1.1.3 Website timelines will be outlined in the project scope. Delays in Client approvals or content submissions may affect delivery schedules.
1.1.4 Any requested changes outside the agreed scope may incur additional costs.
1.1.5 The Agency is not responsible for website performance issues caused by third-party hosting providers or plugins.

1.2 SEO (Search Engine Optimisation)
1.2.1 The Agency will implement on-page and off-page SEO strategies to improve website rankings.
1.2.2 SEO results vary based on market conditions, competition, and algorithm changes, and the Agency does not guarantee specific ranking positions.
1.2.3 The Client must provide necessary access to the website and relevant platforms for SEO implementation.
1.2.4 The Client acknowledges that changes made to the website without Agency consultation may impact SEO performance.

1.3 PPC (Pay-Per-Click) Campaigns
1.3.1 The Agency will set up, manage, and optimise PPC campaigns on agreed advertising platforms.
1.3.2 The Client must provide an approved budget for ad spend, which will be paid directly to the advertising platform.
1.3.3 The Agency does not guarantee specific ad performance results, including conversions or return on investment (ROI).
1.3.4 Any changes to the campaign scope must be agreed upon in writing and may incur additional fees.

1.4 Organic Social Media Management
1.4.1 The Agency will create, schedule, and manage social media content for agreed platforms.
1.4.2 The Client must provide branding guidelines, content approvals, and access to social media accounts.
1.4.3 Engagement and follower growth depend on multiple factors, and the Agency does not guarantee specific results.
1.4.4 The Client is responsible for responding to inquiries or messages received via social media unless otherwise agreed.

1.5 Technical and Business Consulting
1.5.1 The Agency provides consulting on digital strategy, system architecture, process automation, and other technical and business aspects.
1.5.2 Consulting services are advisory in nature, and implementation of recommendations is the Client’s responsibility unless otherwise agreed.
1.5.3 The Agency is not liable for business decisions made based on consulting advice.

1.6 Email Marketing
1.6.1 The Agency will design, write, and schedule email marketing campaigns using agreed platforms.
1.6.2 The Client must provide access to subscriber lists, branding assets, and any necessary approvals.
1.6.3 The Client is responsible for ensuring their subscriber data is legally obtained and compliant with email marketing laws (e.g., CAN-SPAM, GDPR, Spam Act 2003).
1.6.4 The Agency does not guarantee open rates, click-through rates, or conversions.

1.7 Design Work and Brand Strategy
1.7.1 The Agency provides comprehensive design services, including graphic design, branding, user interface design for websites and apps, and marketing materials.
1.7.2 The Client must provide clear and comprehensive requirements, including branding guidelines, content, and feedback, to ensure the design meets expectations.
1.7.3 The Agency will present design concepts, and the Client is entitled to [number] revisions as part of the agreed service. Additional revisions beyond the agreed number may incur extra charges.
1.7.4 The Agency will ensure that designs align with best practices in usability, accessibility, and current design trends.
1.7.5 The Agency also offers brand strategy services, including market research, brand positioning, and the development of brand values, voice, and visual identity.
1.7.6 The Client must provide clear goals, target audience information, and any existing brand guidelines or assets to ensure the strategy aligns with the vision.
1.7.7 The Agency will work closely with the Client to develop a cohesive brand identity that resonates with the target market and differentiates the business from competitors.
1.7.8 Deliverables may include logos, colour schemes, typography, brand messaging, brand style guides, and visual identity materials.
1.7.9 The Client is responsible for reviewing all design and brand materials and providing timely feedback to avoid delays in the project timeline.
1.7.10 Any revisions may incur extra fees unless otherwise explicitly stated in writing.
1.7.11 The Agency reserves the right to use designs and brand strategy work in its portfolio and marketing materials unless otherwise agreed in writing.
1.7.12 All design and brand assets created by the Agency remain the property of the Agency until full payment is received. Upon full payment, the Client will receive a non-exclusive, non-transferable license to use the assets for the agreed purpose.

1.8 Photography
1.8.1 The Agency will provide photography services for events, branding, products, or other use cases as agreed.
1.8.2 The Client must communicate requirements and provide access to locations or subjects.
1.8.3 The Agency will deliver edited photos in agreed formats; raw files will only be provided if specified in the agreement.
1.8.4 The Agency is not responsible for poor outcomes due to weather, lighting, or subject unavailability unless otherwise stated.

1.9 Cinematography
1.9.1 The Agency will plan, shoot, and edit video content for promotional, corporate, or creative purposes.
1.9.2 The Client must provide all necessary scripts, direction, and access to locations or participants.
1.9.3 Final deliverables will be outlined in the scope. Additional edits or changes outside the agreed scope may incur additional charges.
1.9.4 The Agency offers live streaming services for events, announcements, or promotional purposes, subject to technical feasibility and location requirements.
1.9.5 The Client is responsible for ensuring all necessary permissions, connectivity, and platform access are arranged for live streaming.
1.9.6 The Agency is not liable for streaming disruptions caused by internet issues, platform outages, or third-party failures.
1.9.7 The Agency is not liable for delays due to external filming conditions or third-party restrictions.

1.10 Rendering, Virtual Reality (VR), and Matterport
1.10.1 The Agency will provide 3D rendering, VR experiences, and Matterport services as agreed in the project scope.
1.10.2 The Client must provide necessary files, assets, and information required to create accurate renderings or VR experiences.
1.10.3 The Agency is not responsible for the accuracy or quality of the raw materials or data provided by the Client.
1.10.4 The Agency will use reasonable efforts to create high-quality deliverables, but does not guarantee specific results, performance, or client satisfaction.
1.10.5 The Client is responsible for ensuring any necessary platform or software compatibility for VR and Matterport deliverables.
1.10.6 Any revisions or changes outside the agreed scope may incur additional costs.

1.11 Content Creation and Copywriting
1.11.1 The Agency will provide content creation and copywriting services for various formats, including website copy, blogs, product descriptions, and marketing materials, using both AI and human-generated content.
1.11.2 The Client must provide the necessary brief, guidelines, and any required materials (such as keywords, target audience, tone, etc.) to ensure the content meets their expectations.
1.11.3 The Agency will use reasonable efforts to deliver high-quality, original content, but does not guarantee specific performance results (e.g., engagement, conversion rates, etc.).
1.11.4 The Client acknowledges that AI-generated content may not always fully align with the desired tone or style and may require adjustments from human editors.
1.11.5 The Client is responsible for reviewing and approving all content before publication and will notify the Agency of any revisions or corrections required.
1.11.6 The Agency is not responsible for any legal or copyright issues arising from the use of third-party content or materials provided by the Client.
1.11.7 Any revisions or additional content beyond the agreed scope may incur additional charges.

1.12 Website Maintenance and Hosting
1.12.1 The Agency may provide website hosting and maintenance services as part of its offerings or may recommend third-party hosting providers for the Client’s website.
1.12.2 If the Agency provides hosting services, the Client agrees to pay all associated fees as outlined in the hosting agreement, which will be billed separately from other services.
1.12.3 The Agency may provide ongoing website maintenance, including software updates, security patches, backups, and performance optimisations.
1.12.4 The Client acknowledges that maintenance may incur additional charges, which will be agreed upon in writing before commencing.
1.12.5 The Client is responsible for ensuring that any content, software, and services hosted on the website comply with all applicable laws and regulations.
1.12.6 The Agency is not liable for any issues arising from third-party hosting providers, including but not limited to downtime, performance issues, or data loss.
1.12.7 The Client acknowledges that hosting may involve ongoing costs that are separate from the Agency’s fees, and the Client is responsible for paying these fees directly to the hosting provider, unless otherwise agreed.
1.12.8 The Agency does not guarantee specific uptime, performance, or security levels for third-party hosting services.
1.12.9 The Agency may assist with troubleshooting hosting issues; however, resolution of hosting-related problems caused by third-party providers is beyond the Agency’s responsibility.
1.12.10 The Agency reserves the right to upgrade its hosting infrastructure or services without prior notice. If such upgrades incur additional costs, the Client agrees to pay the difference to ensure no service downtime or interruption.

1.13 Use of AI Technology
1.13.1 The Agency may use artificial intelligence (AI) tools and technologies to assist in the creation, optimisation, and delivery of any of its services, including but not limited to content creation, data analysis, SEO optimisation, and digital marketing campaigns.
1.13.2 The Client acknowledges that the Agency’s use of AI may enhance efficiency and productivity but does not guarantee perfect results or the complete elimination of errors.
1.13.3 The Client understands that AI-generated content or solutions may require human review or adjustments to meet the desired quality, tone, and accuracy.
1.13.4 The Agency will always strive to ensure that AI usage complies with applicable laws and regulations, and acknowledges that AI may be used to support, not replace, human expertise and decision-making.
1.13.5 The Client agrees to provide necessary information, feedback, and approvals to ensure that AI-generated content or services align with the Client’s expectations and requirements.
1.13.6 The Agency is not liable for any issues or errors arising from the use of AI technology, and it is the Client’s responsibility to review and approve AI-generated outputs before use.

2. Fees and Payment

2.1 All fees will be outlined in a quote or invoice and must be paid as per the agreed payment schedule.
2.2 For Project Work, a non-refundable deposit of 50% of the total project fee is required upfront before work commences.
2.3 Subscription-Based Services are billed in advance and must be paid in full prior to the commencement of each billing cycle.
2.4 Invoices are due 7 days from the invoice date.
2.5 Late payments will incur a 20% annual interest fee, calculated pro-rata for the overdue period.

3. Client Responsibilities

3.1 The Client must provide all necessary materials, approvals, and feedback promptly to avoid project delays.
3.2 The Client is responsible for ensuring that all content provided to the Agency does not infringe on third-party intellectual property rights.
3.3 The Client is solely responsible for ensuring that their use of the services, content, website, marketing materials, and any other deliverables complies with all applicable laws, regulations, and industry standards, including but not limited to privacy, advertising, accessibility, and consumer protection laws.
3.4 The Agency does not provide legal or regulatory compliance advice under any circumstances.

4. Intellectual Property
4.1 All original works created by the Agency remain the property of the Agency until full payment is received.
4.2 Upon full payment, the Client will receive a non-exclusive, non-transferable license to use the deliverables as agreed.
4.3 The Agency reserves the right to use completed work for portfolio and marketing purposes unless otherwise agreed in writing.

5. Confidentiality
5.1 Both parties agree to keep confidential all proprietary or sensitive information disclosed during the engagement.
5.2 Confidentiality obligations will survive the termination of this Agreement.

6. Third-Party Contractors and Approvals
6.1 The Agency may engage third-party contractors or service providers to perform certain aspects of the services.
6.2 The Agency will remain the primary point of contact and responsible for overall service delivery, but disclaims liability for acts, omissions, or performance failures of third-party contractors beyond its reasonable control.
6.3 The Client acknowledges that third-party tools, platforms, or integrations (e.g. hosting, ad platforms, software plugins) may be necessary for service delivery and may be subject to their own terms of use.
6.4 The Client must provide timely approvals and access as required for third-party tools or services. Delays in doing so may impact timelines or incur additional fees.
6.5 The Agency will use reasonable efforts to ensure that third-party contractors meet quality and performance standards but provides no warranties beyond those offered by the third party.
6.6 The Client agrees to indemnify and hold the Agency harmless from any liability arising from the Client’s misuse or unauthorised use of third-party tools or services.

7.1 Either party may terminate the Agreement with [number] days’ written notice.
7.2 Fees for work completed up to the termination date must be paid in full.
7.3 Deposits are non-refundable, and any prepaid amounts may be forfeited depending on the project stage.

8. Liability
8.1 The Agency will exercise reasonable care and skill in delivering its services; however, it does not guarantee specific outcomes, results, or timelines.
8.2 The Agency is not liable for any delays or failures in service delivery, even if caused by the Agency, and will not be responsible for any consequential or indirect damages.
8.3 The Client agrees to indemnify and hold the Agency harmless against any claims, damages, or legal actions arising from the Client’s misuse of services or failure to comply with legal obligations.
8.4 The total liability of the Agency, whether in contract, tort, or otherwise, is limited to the amount paid by the Client for the specific service in question.

9. Force Majeure
9.1 The Agency is not responsible for delays or failures due to circumstances beyond its control, including natural disasters, strikes, or government restrictions.
9.2 If a Force Majeure event occurs, the Agency will notify the Client in writing and will resume performance as soon as reasonably possible.

10. Governing Law
10.1 This Agreement is governed by the laws of New South Wales, Australia.
10.2 Any disputes shall be resolved through negotiation or, if necessary, legal proceedings in NSW courts.

11. Miscellaneous
11.1 This Agreement constitutes the entire understanding between the parties.
11.2 Amendments to these Terms must be in writing and agreed upon by both parties.