Effective date: 18 May 2026
This Client Services Agreement (“Agreement”) is between:
Freckle Rodeo (37 652 392 670) (“Agency”, “we”, “us”) and The Client (“Client”, “you”).
Together, the “Parties”.
1. Structure of This Agreement (How It Works)
1.1 This Agreement sets the legal terms that apply to services we provide.
1.2 Each engagement is governed by a Proposal / Statement of Work (“SOW”) that defines deliverables, scope, timelines, assumptions, fees, billing schedule, payment terms, and any subscription/retainer details.
1.3 If there is a conflict: the SOW prevails for scope/pricing/timelines; this Agreement prevails for legal terms unless the SOW expressly overrides a clause.
2. Services (What We Provide)
The Agency provides creative, strategic, digital, and technology services including (as applicable to the SOW):
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- Consultancy + Strategy
- Branding + Design
- Content Creation
- Marketing Strategy + PR
- Digital Marketing
- Web + Product
- AI + Automation
- eCommerce + Growth
- Partnerships + Global
- Investor + Capital
- Events + Activations
- Tech + Data + Compliance
Unless explicitly stated in writing, the Agency does not guarantee outcomes (e.g., revenue, rankings, PR placements, ROAS). Outcomes depend on variables outside our control.
3. Client Intake Data (Typeform / Forms) — Sole Purpose Use
Information you provide via Typeform or intake forms is used solely to assist you as a prospective or active client (discovery, scoping, quoting, onboarding, service delivery, support, and account management), consistent with our Privacy Policy.
4. Fees, Billing & Payment Policies
4.1 Fee Models
Fee models may include:
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- One-off upfront (recommended for consultancy/discovery/sprints/audits)
- Project-based (deposit + milestones)
- Retainer/subscription (recurring monthly)
The model is set in the SOW.
4.2 Default Payment Terms
Invoices are due within 7 days unless the SOW states otherwise.
4.3 Enterprise / 30-Day Terms
Where agreed in writing in the SOW, the Client may pay on 30-day terms. If not agreed in the SOW, the default 7-day term applies.
4.4 Deposits & Upfront Requirements
Deposits may be required to secure scheduling and commence work. Upfront payment may be required for one-off consultancy, audits, discovery sprints, and strategy intensives. This will be stated in the SOW.
4.5 Late Payments
If payment is overdue, the Agency may pause services and withhold deliverables until accounts are current, and may recover reasonable collection costs and apply late fees/interest where permitted by law.
4.6 Third-Party Costs & Ad Spend
Unless included in the SOW, the Client is responsible for third-party costs (ad spend, hosting, domains, plugins, licences, stock assets, PR tools/distribution). Third-party services are subject to their own terms.
4.7 Chargebacks
The Client must provide a reasonable opportunity to resolve disputes in writing before initiating a chargeback. Unresolved chargebacks may result in immediate suspension of services and recovery action.
4.8 Taxes
Fees are exclusive of GST unless stated otherwise; GST will be added where applicable.
5. Retainers / Subscriptions
5.1 Retainers/subscriptions may auto-renew as set out in the SOW until cancelled in writing per the SOW.
5.2 Scope control: a retainer covers only tasks agreed in the SOW; additional requests are change requests.
5.3 Rollover enabled: unused retainer hours roll over and may be used within 60 days of accruing.
5.4 Bank cap: rollover hours are capped so the total bank does not exceed 2x monthly retainer hours unless the SOW states otherwise.
6. Client Responsibilities
The Client will provide timely inputs, approvals and access, ensure they have rights to supplied materials, appoint a decision-maker, and ensure claims in ads/content comply with applicable laws and platform policies. Delays caused by the Client may extend timelines and incur additional fees.
7. Approvals & Acceptance
Deliverables are deemed accepted when approved in writing, published/used by the Client, or 5 business days pass after delivery without written notice of material issues.
8. Change Requests
Anything outside the SOW is a Change Request. The Agency will quote and/or issue a revised SOW. Work proceeds only after written approval.
9. Intellectual Property (IP)
9.1 Pre-existing IP remains with its owner.
9.2 Project IP: upon full payment, the Client receives ownership of final deliverables created specifically under the SOW, excluding third-party components and the Agency’s pre-existing/reusable systems.
9.3 Portfolio rights: unless confidentiality is agreed in writing, the Client permits the Agency to display work for portfolio/marketing with a reasonable embargo period available on request.
10. Confidentiality
Each party must keep the other party’s confidential information secure and only use it to perform this Agreement.
11. Warranties
The Agency will perform services with reasonable care and skill. Except as required by law, no other warranties apply.
12. Limitation of Liability
12.1 No consequential loss: to the maximum extent permitted by law, the Agency is not liable for indirect or consequential losses.
12.2 Liability cap (projects): for claims relating to a particular SOW/project, total liability is capped at fees actually paid under that SOW.
12.3 Liability cap (retainers/subscriptions): for ongoing retainers/subscriptions, total liability is capped at fees paid in the previous 3 months.
12.4 Australian Consumer Law: nothing excludes rights that cannot be excluded.
13. Refunds, Credits, and Cancellations (Contract-Controlled)
Refunds/credits/cancellations are governed by the SOW.
If the SOW is silent: deposits are generally non-refundable once scheduling/discovery commences; retainers/subscriptions are generally non-refundable once a billing period begins; where the Agency cannot deliver for reasons solely within the Agency’s control, the preferred remedy is a pro-rata credit.
14. Suspension
The Agency may suspend work for non-payment, breach of confidentiality or IP, or unlawful conduct connected to the services.
15. Termination
Either party may terminate for material breach not remedied within 14 days of written notice. Retainer/subscription notice periods are as stated in the SOW. On termination, the Client pays for work completed and non-cancellable costs; the Agency delivers paid-for work to date.
16. Automation & Future Systems (AI + Workflow Enablement)
The Agency may use automation tools (including AI-assisted systems) for administrative operations (scheduling, documentation, reporting, invoicing workflows, task routing, QA). Where these tools process personal or confidential information, we use reputable providers, apply reasonable security measures, and do not use confidential client data to train public AI models without permission.
17. Governing Law
This Agreement is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.
18. Signatures
Client Name: __________________________
Client Company: ________________________
Client Signature: ______________________
Date: _________________________________
Freckle Rodeo Signature: _______________
Date: _________________________________