Term Of Service

K4 CREATIVE – TERMS OF SERVICE

These Terms of Service are divided into two parts:

Part A: Service Terms, which outlines the terms specific to each service provided.
Part B: General Terms & Conditions, which apply to all services.

PART A: SERVICE TERMS

1. Video Production Services

1.1. Service Description. K4 Creative agrees to provide the Client with video production services (“Video Production Services”) as detailed in the relevant Contract or Scope of Work document. These services may be divided into three phases:

(a) Pre-Production: Includes but is not limited to scriptwriting, storyboarding, location scouting, casting, and production planning.

(b) Production: The principal filming and recording of video and audio content on scheduled production day(s).

(c) Post-Production: Includes but is not limited to video editing, colour grading, sound design and mixing, motion graphics, and encoding of the final video file(s).

1.2. Revisions and Approvals.

(a) The Post-Production phase includes up to two (1) rounds of client revisions on the video draft unless otherwise specified in the Contract.

(b) A revision round consists of a single consolidated list of requested changes submitted by the Client.

(c) Additional revision rounds beyond the agreed number will be considered out of scope and will be billed at our standard hourly rate of $200 per hour (+ GST).

(d) “Final Approval” of the video must be given by the Client in writing (e.g., via email). Upon Final Approval, any further requested changes will be billed as additional work.

1.3. Client Responsibilities. The Client is solely responsible for:

(a) Obtaining all necessary talent releases, location permits, and permissions required for the Production phase, unless K4 Creative has expressly agreed in the Contract to manage this.

(b) Ensuring any materials provided to K4 Creative (such as logos, brand assets, product samples, or scripts) are either owned by the Client or that the Client has secured the appropriate licenses for their use in the video.

(c) Providing timely feedback and approvals in accordance with the project schedule. Delays on the Client’s part may result in project rescheduling and additional costs.

1.4. Third-Party Assets. Unless otherwise agreed in writing, the costs of licensing third-party assets, such as stock footage, music, fonts, or voice-over talent, are not included in the production fee and will be quoted separately. Licenses for such assets are specific to their use in the final video delivered to the Client and may not be transferrable.

1.5. Intellectual Property Rights.

(a) Raw Footage. K4 Creative shall retain all right, title, and interest, including all intellectual property rights, in and to all original video and audio recordings, project files, and unused concepts created during the project (collectively, the “Raw Footage”). The Client shall not be entitled to a copy of the Raw Footage unless a separate licensing agreement is negotiated.

(b) Final Product. Upon receipt of full and final payment, K4 Creative grants the Client a perpetual, worldwide, non-exclusive license to use, display, and distribute the final edited video(s) as delivered (the “Final Product”) for the purposes specified in the Contract (e.g., for use on web, social media, and internal communications). This license does not include the right to re-edit, re-purpose, or create derivative works from the Final Product without the express written consent of K4 Creative.

1.6. Cancellation Fees. Should the Client cancel the Video Production Services, the following fees will apply:

(a) After Pre-Production has commenced: 50% of the Total Contract Value.

(b) Within seven (7) business days of a scheduled production/shoot day: 75% of the Total Contract Value.

2. Search Engine Optimisation (SEO) Services

2.1. Service Description. SEO Services are supplied for the purpose of improving the ranking of your website (“Your Web Site”) in search engines for agreed-upon key phrases.

2.2. Service Provisions.

(a) You and K4 Creative shall agree on the key phrases for the SEO Services (“Agreed Keyphrases”).

(b) You agree to provide any information or material reasonably requested by us to assist with the SEO Services.

(d) We agree not to use spam methods such as cloaking or hidden text to improve rankings.

(e) If you provide us with FTP access, we will not make any Optimisation Changes without your prior written consent.

(f) We will provide you with monthly written ranking reports.

2.3. Acknowledgements. You acknowledge and agree that:

(a) Search engines may take several months to index changes, and any effect on ranking may not be immediate.

(b) Search engine algorithms can change at any time, which is beyond our control.

(d) We do not have control over search engines and are not responsible for delays or changes in their conduct.

2.4. Cancellation Fees. The early cancellation clause in the General Terms does not apply. Instead, the following termination fees apply:

(a) Before you receive the brief: 50% of the Total Contract Value.

(b) After you receive the brief: 80% of the Total Contract Value.

2.5. Post-Termination. After termination of this agreement, K4 Creative may cancel all off-page activities used to provide the Services. K4 Creative is not liable for any loss or damages arising from this.

2.6. Your Warranties. You warrant that:

(a) You have the right to provide us with your website information and FTP access.

(b) You will not alter the website’s content or source code without our prior written consent during the service period.

(d) The content on your website is complete, true, and not misleading.

2.7. Disclaimer of Warranties. We do not provide any express or implied warranty or guarantee that the SEO services will:

(a) achieve any specific results or success;

(b) improve the ranking of Your Web Site; or

2.8. Indemnity. You will indemnify and defend K4 Creative and its directors, officers, and employees from any and all claims, damages, or losses arising out of or relating to your website, its content, any breach of this agreement by you, or your use of the SEO Services.

3. Pay Per Click (PPC) Services

3.1. Service Description. The PPC Service includes the creation, customisation, and ongoing management of a Google AdWords™ advertising campaign.

3.2. Service Inclusions. The service includes keyword selection, ad creation, and the establishment of a campaign budget.

3.3. Agency and Authorisation.

(a) You appoint us as your agent for the purposes of creating and managing an account with Google or other advertising channels.

(b) You acknowledge you have read and agree to Google’s advertising program terms and third-party disclosure notice.

3.4. Budget and Payments. You will pay us the monthly management Fee and the agreed Media Spend Budget. The Media Spend Budget monies will be paid directly to Google by us on your behalf. Any unused Media Spend Budget will be carried over to the next month.

3.5. Account Access. To ensure we can optimise your campaign, you will not be provided with administrative access to the Google AdWords account. “Read-only” access may be granted upon request.

3.6. Publication. We will automatically publish the campaign to Google once it has been created. You authorise us to publish in this manner and will have the opportunity to request revisions after publication.

3.7. Acknowledgements. We have no control over the advertising policies of Google. Your campaign may be rejected or excluded at any time at Google’s sole discretion.

3.8. Intellectual Property.

(a) You are solely responsible for ensuring you have all appropriate rights and licenses to the content you supply for the campaign (“PPC Content”).

(b) You grant us a worldwide, perpetual, royalty-free license to use, copy, and modify your PPC Content in connection with providing the PPC Service.

3.9. Indemnity. You agree to indemnify and hold harmless K4 Creative from any loss or damages arising from your PPC Content, your website, or any claims that your products or services violate the rights of third parties.

3.10. Cancellation. You may terminate the PPC Service at any time after the initial minimum term by providing one (1) month’s prior written notice.

4. Managed Social Media Services

4.1. General Agreement. You agree that:

(a) The Social Media Service is limited to the brands agreed upon and cannot be shared.

(b) You authorise us to set up, access, and modify social media profiles representing you.

4.2. Social Media Advertising.

(a) Where an advertising add-on is chosen, we will use reasonable endeavours to spend the full budget each month.

(b) If the amount spent is less than 80% of the nominated amount, the unused portion will be transferred to the budget for the next month.

4.3. Third-Party Sites. The service may rely on third-party websites. We are not responsible for the availability, accuracy, or legality of material on these sites.

4.4. Term & Termination.

(a) Upon completion of the minimum term, the service will continue on a monthly basis.

(b) Cancellation requests must be made no later than 10 business days before the end of the next billing month.

5. Content Services

5.1. Provision of Services. K4 Creative agrees to provide the Client with content services (“Content Services”) as outlined in the Contract.

5.2. Contract Term. Where Content Services are provided under a periodic agreement, at the end of the minimum term, your agreement will roll on a monthly basis without notice to you.

6. Website Design Services

6.1. Scope of Services. K4 Creative shall deliver web and design work (“Web Design Services”) as outlined in the Contract and the site parameters confirmed with you (“Site Parameters”).

6.2. Browser Compatibility.

(a) Where K4 Creative is developing a new website, the website will be developed and optimised for the most current browsers, including IE9, IE10, IE11, and the latest versions of Google Chrome, Firefox, and Safari for MAC.

(b) While full care is taken to test the function and style of the website in older browser versions, we cannot guarantee 100% compatibility for all browsers.

(c) Additional costs will apply for compatibility with specific non-standard browsers or versions. Not all visual elements can be reproduced identically across each browser, as some do not support the latest CSS3 / HTML5 elements.

6.3. CMS Access and Ownership.

(a) The Client will be granted access to the Content Management System (“CMS”) for the purposes of uploading content and maintaining the site.

(b) Upon receipt of full payment, the Client will inherit full rights and ownership of the website and its design.

(c) Until full payment is received, the website will be hosted on K4 Creative’s servers, the site may not be copied or replicated, and no FTP access will be granted.

6.4. Portfolio Use. K4 Creative retains the right to make portfolio use of the website or parts thereof after the website has been placed on the Client’s web server.

6.5. Title of Goods. The title of all goods produced as a result of this project does not pass to the Client until all money owed to K4 Creative has been paid in full.

6.6. Time Frames.

(a) The Client agrees to the nominal time frames confirmed in the design and development process.

(b) K4 Creative will use its best endeavours to complete the work within the given project time frames; however, fluctuating workloads, available resources, and client availability may change these parameters, and the client will be notified accordingly.

6.7. Hosting. When hosting of the website is included, K4 Creative shall take all reasonable measures to maintain the uptime and integrity of the website. K4 Creative is not liable for any damages, costs, or restoration work in the event of malicious attacks, hacking, or virus and malware incursions.

6.8. Client-Implemented Changes. Where the Client has implemented any changes to the website, including but not limited to editing functional code, deleting files, or installing third-party components, K4 Creative will charge the client at a rate of $200 per hour (+ GST) to rectify and/or recover the website.

6.9. Client Warranties and Indemnification.

(a) The Client warrants that it has the right to enter into this Contract and certifies that they own or have obtained appropriate licenses for any assets supplied to K4 Creative.

(b) The Client indemnifies K4 Creative and its subcontractors against any and all claims, lawsuits, costs, and expenses, including reasonable legal costs, arising in connection with the website and its content.

6.10. Termination by K4 Creative. K4 Creative reserves the right to terminate the agreement with written notice if:

(a) The Client does not respond to requests by email or telephone within ten (10) working days;

(b) The Client deviates from the signed brief without paying additional fees for the additional work required; or (c) The Client fails to provide content or any additional information by the stated deadlines. In such an event, no refunds will be made, and K4 Creative will retain all funds received.

6.11. Cancellation Fees. The early cancellation clause in the General Terms does not apply. Instead, the following termination fees apply:

(a) Before the first draft is received: 75% of the Total Contract Value.

(b) After completion of the review process: The remaining Total Contract Value.

6.12. Third-Party Services. K4 Creative cannot be held responsible for changes made to third-party services (e.g., APIs for Google Maps, Facebook, etc.). Any work required as a result of such a change will be quoted and charged for separately. No refunds are available on Web Design Services.

6.13. Non-Solicitation. The Client may not offer any form of employment to K4 Creative staff whilst using the Web Design Services or for 12 months after ceasing those services.

6.14. Client Response Times.

(a) The Client is expected to respond to all requests and queries from K4 Creative within five (5) business days, unless a different deadline is provided.

(b) If no response is provided within this timeline, it will be assumed that the Client accepts K4 Creative’s recommendation, and work will continue accordingly.

(c) No response from the client after ten (10) business days may result in project cancellation, with the client being charged for all work completed to date.

6.15. Web Site Content Supplied by You.

(a) You must supply all required Web Site Content in the specified digital formats.

(b) If Web Site Content is not received within seven (7) working days of request, K4 Creative reserves the right to develop the site with standard template content.

(c) You warrant that all content provided will not breach any third-party rights and indemnify K4 Creative against any loss arising from such a breach.

6.16. Project Schedule and Delays. If you delay in providing content or feedback, it may result in a change to the delivery deadline or incur extra costs.

6.17. Post-Implementation Warranty (28 days).

(a) A limited warranty is provided for 28 days following the website launch (“Warranty Period”).

(b) The warranty covers issues that were part of the original scope. It does not cover bugs caused by hosting environment changes, browser updates, or third-party API updates.

(c) It is the Client’s responsibility to collate a list of bugs and provide them to K4 Creative before the end of the Warranty Period.

(d) Mission-critical, high-severity bugs (“Severity One Bugs”) will be treated as urgent and fixed as soon as possible.

PART B: GENERAL TERMS & CONDITIONS

1. The Terms of Your Contract

1.1. Parties. These General Terms & Conditions apply to the provision of services by K4 Creative [S.C ODLUM & R TADROS] (ABN 35 215 737 240) (K4 Creative, we, us, our) to you as a user and customer (you, your, or the Client).

1.2. Contract Composition. Your contract with us (“Contract”) is made up of:

(a) These General Terms & Conditions;

(b) The relevant Service Terms for your Services (Part A);

(d) Our Acceptable Use Policy; and

(e) Our Privacy Policy.

1.3. Changes to Terms. We may change the terms of your Contract by giving you notice. For most changes, we will give you at least 30 days’ notice.

2. Supply of Services

2.1. Contract Renewal. Fixed Term Contracts will automatically roll over for a further fixed term of the same length unless you advise us otherwise prior to the auto-renewal date. If not renewed for a fixed term, the contract will roll over on a monthly basis.

2.2. Intellectual Property Rights (IPR). All IPR in the materials produced by us in connection with the Services (other than your pre-existing IPR) will remain owned by us. We grant you a perpetual, non-exclusive, royalty-free license to use those materials for the purpose of using our Services.

3. Your Obligations

3.1. Cooperation. You must provide us with such cooperation and support as we may reasonably request, including responding promptly to our communications.

3.2. Indemnity. You indemnify us from and against any and all liabilities, claims, damages, and expenses (including reasonable legal fees) incurred by us in connection with:

(a) our use or reliance upon any data, information, specifications, or other materials provided by you, including any claim that such materials infringe the intellectual property rights of a third party;

(b) our compliance with any directions or instructions by you in relation to the provision of the Services;

(d) any damage to the reputation of K4 Creative suffered as a consequence of a breach of this Contract.

3.3. Data Backups. Except where we expressly agree to do so as part of a Service, you are responsible for conducting backups of your data.

4. Fees and Payment

4.1. Payment of Fees. You agree to pay us the Fees for the Services in advance, as stated in the Contract.

4.2. Method of Payment. Unless otherwise agreed, payment must be made by direct debit or payment in advance. No work will commence until payment is made or a direct debit is scheduled.

4.3. Late Payments. If Fees are not paid by their due date, we reserve the right to suspend the provision of Services. An administration fee of $19.90 (inc. GST) may be charged for failed debit payments, in addition to any interest on overdue amounts.

5. Termination

5.1. Termination for Convenience. Either party can terminate a Contract for convenience by providing 30 days’ written notice, to take effect at the end of the current term.

5.2. Early Termination Charge. If you terminate a Fixed Term Contract before the end of its term, you will be charged an early termination charge equal to the full fee for the remainder of the term (unless the specific Service Terms state otherwise).

5.3. Termination for Cause. Either party may terminate this Contract immediately by written notice if the other party commits a material breach of its obligations and fails to remedy it within 14 days, or if an insolvency event occurs.

6. Warranties and Liability

6.1. Service Disclaimer. We do not warrant that the Services will be uninterrupted, timely, secure, or error-free.

6.2. Australian Consumer Law. If you are a ‘consumer’ under the Australian Consumer Law, you will have the benefit of certain non-excludable rights and remedies. Where goods or services are not ordinarily acquired for personal, domestic, or household use, our liability is limited to supplying the services again or the cost of having the services supplied again.

6.3. Liability Cap. To the maximum extent permitted by law, each party’s total aggregate liability for any and all claims, losses, or damages arising out of or in connection with this Contract or the provision of the Services, which is not otherwise excluded, is limited to the total Fees paid by you for the specific Service giving rise to the claim.

7. General

7.1. Governing Law. The Contract is to be interpreted in accordance with the laws of the State of Victoria, Australia.

7.2. Notices. Any notice to be given by either party to the other may be sent by either email, fax, post or courier to the address of the other party.

7.3. Assignment. Neither party may assign its rights or obligations under this Contract without the written consent of the other party, except that we may assign this Contract to a related body corporate or a successor in connection with a merger, acquisition, or sale of our business.

7.4. Sub-contracting. We are free to sub-contract any of our obligations under the Contract, but such sub-contracting will not release us from our liabilities.

7.5. Waiver. Our failure to act with respect to a breach by you does not waive our right to act with respect to subsequent or similar breaches.

7.6. Non-Solicitation. The Client agrees not to engage any K4 Creative staff as an employee or contractor during the term of this Contract or for 12 months after its termination.

7.7. Penalty Interest. In the event that the Client fails to pay any amount due under this Contract by the due date, the Client agrees to pay K4 Creative interest on the unpaid amount at the rate referred to in Section 2 of the Penalty Interest Rates Act 1983 (Vic).

7.8. Confidentiality and Non-Disparagement.

(a) Confidentiality. Each party agrees not to disclose any non-public information related to the other party’s business, operations, or the details of the project (including pricing) to any third party, except where required by law.

(b) Non-Disparagement. The parties agree to communicate professionally and refrain from making any public statements that are knowingly false, misleading, or defamatory regarding the other party or the Services provided. This clause does not prevent the Client from providing genuine, good-faith feedback privately or posting truthful and objective reviews. The primary purpose of this clause is to prohibit the use of public forums to disseminate malicious or verifiably false information as a means of leverage or harm.

7.9. Dispute Resolution.

(a) Good Faith Negotiation. If a dispute arises out of or relating to this Contract, a party may not commence any legal proceedings unless it has first given written notice of the dispute to the other party and the parties have attempted to resolve the dispute through good faith negotiation within twenty-one (21) days of that notice.

(b) Mediation. If the dispute is not resolved through negotiation within this period, the dispute must be submitted to mediation in accordance with the Australian Disputes Centre (ADC) Mediation Guidelines.

(c) Exception. Nothing in this clause prevents a party from seeking urgent interlocutory relief from a court of competent jurisdiction.

As we plan to ensure our Terms Of Service remains current, these terms is subject to change. Please return periodically to review our Terms Of Service.