Terms of Trade

Terms of Trade¶

2025.1

These Terms and Conditions (“Terms”) apply to, and are incorporated in, any quote, proposal or scope of works (“Scope of Works”) provided to you by The Trustee for The Mussig Business Family Trust & The Trustee for The Wedemeyer Family Trust trading as Niche Studio ABN 24 177 491 674 (“We” or “us”).

If you ask us to perform work for you after receiving these Terms, you are agreeing to these Terms. If you do not agree with the Terms, please advise us before we start work to discuss and agree on any requested variations.

These Terms take effect from the date that you instruct us to proceed with the works set out in the Proposal (“Project”) and will finish on the date that the Project is complete (“Term”), unless cancelled or terminated in accordance with these Terms.

1. Scope of Works¶

The Scope of Works has been prepared following initial discussions with you and based on:
the inclusions and exclusions as listed in the Scope of Work; and
the number of hours and feedback rounds that we have estimated in the Scope of Work.
If you change your mind, vary the scope, add extra content, require further feedback rounds or the underlying assumptions used by us to form the fee estimate change, this will be treated as additional works and extra charges will apply.
Additional works are governed by these Terms and will be charged on the basis of the hourly rates set out in the Scope of Works unless otherwise agreed. All changes to the scope and the fees will be agreed in writing prior to commencement.
We will carry out the works with reasonable care and skill according to the standards customary in the industry.
Any estimate of fees provided to you in the Scope of Work is valid for 30 days unless otherwise extended by us.

2. Fees¶

If noted in the Scope of Works, a deposit may be required to confirm the timing of the commencement of our services.
All fees for services must be paid within 7 days of the date of the invoice unless otherwise agreed.
We are entitled to prompt reimbursement for all pre-approved expenses or expenses noted within the Scope of Works within 7 days of notification, including by provision of a tax invoice or receipt.
You agree that we may stop providing you with our services and withhold all files, artwork, and content if you do not pay an invoice by the due date unless otherwise agreed.
We may charge interest on all overdue amounts calculated daily from the due date for payment at the rate of 10% per annum unless otherwise agreed. We may also charge you for any costs that we incur in the event that the collection of unpaid monies is referred to a third-party collection agency or lawyer.
We may allocate payments received to any outstanding invoice at our discretion.
All fees are exclusive of GST unless otherwise agreed.

3. Your Responsibilities¶

You agree that:

You will provide any written approvals and instructions in a timely manner.
You will provide any information that we need to complete the project including draft text, content, and other information in the format that we ask for.
Where you provide us with any content or materials for inclusion in the works, that those materials are: true, accurate, complete, not misleading, can be substantiated, do not breach any third-party rights, and comply with all laws and regulations.
You are responsible for reviewing and approving work before each stage progresses. We are not liable for errors or omissions once work is approved/used.
Risk for any physical or digital goods (including print materials, digital assets, and software) transfers to you upon delivery. You are responsible for insuring these items if necessary.

4. Delays or Disruption¶

We will use our reasonable endeavours to complete the works within a reasonable timeframe or, if agreed, by a specified date.
However, from time to time delays may occur including due to factors outside of our control. To the extent allowed by law, we will have no liability for delays in the completion of any of the works.
If you delay the commencement of the work or the achievement of any agreed milestones by two weeks or more (for example by not providing instructions, information or materials), we may need to stop working on your Project or to reschedule it.

5. Cancellation and Changes¶

If our Scope of Work specifies that there is a minimum term then you cannot cancel our services within that period. If you do cancel for change of mind within the minimum term then a cancellation fee may apply as set out in the Scope of Work. Once the minimum term is complete then you must provide us with at least 30 days notice to terminate our services.
You may terminate the agreement formed by these Terms by providing us with 30 days notice. You must pay any amount owing to us, including any fees and expense incurred or committed, up to and including the date of termination.
Either party may terminate the agreement formed by these Terms by notice in writing to the other party if:
the other party commits a material breach of these Terms that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within 14 days after receiving notice from the other party to do so;
the other party commits a material breach of these terms that is not capable of remedy;
the other party becomes insolvent bankrupt or enters into liquidation; or
by mutual agreement.
If we give you a termination notice under the dot point above, all sums then outstanding will become immediately due and payable to us and we may, in addition to terminating the agreement under these Terms:
revoke any licence previously granted in respect of any works for which payment has not been made in full;
retain any monies paid by you, and charge you for work performed and expenses incurred or committed for which we have not previously rendered an invoice;
be regarded as discharged from any further obligations under these Terms; and
pursue any alternative remedies provided by law.

6. Background Content¶

You guarantee to us that any text, graphics, photos, designs, trademarks or other artwork (Content) that you provide us as part of the Project are either owned by you or that you have permission to use them. You remain the owner or licensee of your Content. You grant to us a non-exclusive, fee free, limited licence to use the Content for the purposes of providing the services under these Terms.
Nothing in these Terms affects the ownership of any Content which is owned by us or which we have permission to use. We remain the owner or authorised user of our Content.

7. Intellectual Property¶

Upon payment in full of all amounts owing to us under this Agreement, we grant you a non-exclusive license to use, reproduce, and display the final works created under this Agreement in accordance with any limitations on usage as outlined in the Scope of Works.
Any additional uses will require separate pricing. All other rights, including copyright, are reserved by us.
You may alter, adapt, change, edit, cut, take from, add to, or carry out any other activity in relation to the final works, where such activities would otherwise infringe the moral rights of the author of the works, but only to the extent necessary to give effect to the licence.
We reserve the right to withhold access to work or files until all outstanding invoices are paid.

8. Sub-Contractors¶

You acknowledge and agree that we may engage sub-contractors to perform work.

9. Security and Data Protection¶

Our Security Measures:

We maintain comprehensive security policies and procedures
All data is encrypted in transit and at rest where technically feasible
We use secure hosting providers with Australian data sovereignty where required
Regular security updates and monitoring are implemented
Access controls and authentication are enforced

Your Security Responsibilities:

You are responsible for maintaining the security of any login credentials we provide
You must notify us immediately of any suspected security breaches
You must comply with any security requirements we specify for your project
You are responsible for the security of any third-party integrations you request

Data Breach Notification:

In the event of a data breach, we will notify you as soon as practicable
We will comply with Australian Notifiable Data Breaches (NDB) scheme requirements
We will take immediate steps to contain and remediate any security incidents

10. Complaints¶

If our work does not meet your expectations, you should tell us in writing within 14 days of the issue arising. We will respond to any complaint promptly to attempt to resolve the complaint.

If we cannot agree on a resolution, we agree to attend a mediation conducted by an independent mediator we each agree to appoint, or, if we can’t agree on a mediator, you will select one from a list of three mediators proposed by us.

You agree to first try to resolve any complaints through this process, and to give us time to respond to your complaint before taking any other steps, except in cases of genuine urgency.

11. Liability¶

Certain laws such as the Australian Consumer Law contain warranties that protect the purchasers of goods and services in certain circumstances (“non excludable consumer warranties”). Nothing in these terms alters any protection available to you under the Australian Consumer Law.

Our liability to you under or in connection with these Terms, or a breach of any non-excludable consumer warranties is limited, at our option, to resupplying the goods or re-performing the services or the cost of resupplying the goods or performing the affected part of the services again. Where the Australian Consumer Law applies and there is a major failure in the goods or services, we will provide you with another remedy as required by the Australian Consumer Law. To the extent permitted by law, we will not be responsible for any consequential or indirect loss suffered by you in connection with the receipt of the goods or services.

12. Confidentiality¶

We each must take all reasonable steps to ensure that we do not, disclose or use the confidential information of the other party, other than for the purpose for which it was disclosed. This does not apply if one of us is required to comply with any law or regulation or with the other party’s prior written consent.

13. Force Majeure¶

A party will not be liable for any failure of or delay in the performance of its obligations under these Terms (other than the obligation to make payments for services performed) for the period that such failure or delay is: beyond the reasonable control of a party; materially affects the performance of any of its obligations under these Terms; and could not reasonably have been foreseen or provided against.

14. Other¶

This Agreement is intended as a contract for the provision of services. Nothing in this Agreement creates a partnership, joint venture, relationship of employment, agency, or similar relationship between us. This Agreement is the entire agreement between us and supersedes any other agreements, whether or not in writing. This Agreement can’t be varied except when we both agree in writing to do so.

These Terms are governed by the laws of Queensland and any dispute will be heard in the courts of that place.

Contact Information¶

Niche Studio
Address: 258 Tingal Rd, Wynnum, Qld, 4178, Australia
Phone: (07) 3123 0214
Email: niche@team.nichestud.io

For more information about our security practices, please visit our Security Policy.