Terms and Conditions

Last updated: 13 October 2025

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1. Who we are

Lightbox Digital Pty Ltd trading as Lightbox Agency (ABN 36 621 281 267) of 13/88 Merrindale Drive, Croydon South VIC 3136, Australia (we, us, our).

These Terms and Conditions govern how we provide our creative services to business clients. By engaging us, you agree to these Terms along with any Project Order, proposal, quote or statement of work we issue.

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2. Key definitions

• Agreement means these Terms and Conditions together with any Project Order and any schedules or attachments.
  
  
• Client Content means any materials, information, claims, imagery, copy or other content you supply to us.
  
  
• Deliverables means the services and work product described in a Project Order.
  
  
• Final Works means the creative content we produce specifically for your project that is included in the Final Deliverables.
  
  
• Final Deliverables means the final versions we deliver and you accept.
  
  
• Preliminary Works means drafts, concepts, sketches and other explorations not included in Final Deliverables.
  
  
• Agency Tools means our methods, know-how, processes, software, code, templates, typefaces, frameworks and other tools used to produce the Deliverables.
  
  
• Third Party Materials means materials owned by others that are incorporated in the Deliverables, for example stock photography, fonts or music.
  
  
• Working Files means the underlying design and production files used to create the Final Works.
  
  

3. When these terms apply

A Project Order or proposal we issue is valid for 30 days. Once you approve it in writing, a contract is formed and these Terms apply. If not accepted within 30 days, pricing and scope may change.

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4. Fees, expenses and invoices

• Fees. You agree to pay the fees set out in the Project Order plus any applicable taxes.
  
  
• Expenses. You will reimburse reasonable project expenses as set out in the Project Order. External costs such as stock licences, specialist suppliers, talent, music, hosting and printing are billed to you unless stated otherwise.
  
  
• Invoicing and payment. Invoices are payable within 14 days of issue unless your Project Order states a different term. A service charge of 5 percent per month, or the maximum permitted by Victorian law, applies to overdue balances. Payments are applied first to late fees, then to the oldest outstanding amount. You are responsible for reasonable collection and legal costs arising from late payment.
  
  
• Non-payment. We may pause work, withhold delivery, and suspend any licence or transfer of IP until all amounts due are paid in full.
  
  

5. Changes and additional work

• Out of scope. Work outside the agreed scope is charged on a time and materials basis at our standard rates. Timelines may change to accommodate extra work.
  
  
• Change orders. We will advise you of estimated costs for changes and will not proceed without written approval.
  
  
• Major changes. If requested changes increase effort by about 50 percent or more versus the original scope, we may issue a revised Project Order and request an additional deposit before continuing.
  
  

6. Timelines, reviews and acceptance

• We will use commercially reasonable efforts to meet agreed timelines.
  
  
• Your timely input is essential. Please review and either approve or provide consolidated written feedback within the period requested in your Project Order.
  
  
• You have three business days after receiving each Deliverable to notify us in writing of any non-conformity with the Project Order. If no notice is received, the Deliverable is deemed accepted.
  
  

7. Your responsibilities

You agree to:

• coordinate internal decision-making and provide one clear point of contact;
  
  
• supply Client Content in a usable format and ensure it is accurate, legal and compliant for your industry;
  
  
• complete final proofreading of materials prior to publication or production. If errors remain in approved Deliverables, you will cover correction costs.
  
  

8. Intellectual property and licences

• Ownership on payment. Upon full payment of all amounts due, and subject to Third Party Materials and Agency Tools, ownership of the Final Works included in the Final Deliverables transfers to you.
  
  
• Agency Tools. We retain all rights in Agency Tools. We grant you a non-exclusive, perpetual, worldwide licence to use Agency Tools only as embedded in the Final Deliverables for your internal business purposes.
  
  
• Working Files and preliminaries. Working Files and Preliminary Works remain our property and are not supplied unless expressly agreed in writing.
  
  
• Third Party Materials. Third party assets are subject to their own licence terms. We will procure suitable licences where asked and pass through any usage restrictions. Extended or exclusive usage may require additional fees.
  
  
• Trademarks. You are responsible for trademark clearance and registration unless we are expressly engaged to coordinate these services.
  
  

9. Portfolio, credits and promotions

We may display the Deliverables and your logo or brand name in our portfolio, website, social channels, award entries and industry media for our own promotion. We will respect reasonable confidentiality requests notified in writing in advance.

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10. Confidentiality

Each party must keep the other party’s Confidential Information strictly confidential and use it only for performing the project, except where disclosure is required by law or the information is public through no fault of the receiving party.

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11. Relationship and subcontractors

We are an independent contractor. We may engage trusted third party specialists to assist with the Services and remain responsible for their compliance with this Agreement.

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12. Non-solicitation

You agree not to employ or directly contract any LBX employee or engaged contractor who worked on your project for six months after the project ends. If this occurs, a placement fee equal to 25 percent of the person’s first year salary or fees is payable.

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13. Warranties

• Your warranties. You warrant that you have the rights to supply Client Content, that it is accurate and lawful, and that your use of Third Party Materials will comply with their licences.
  
  
• Our warranties. We warrant that we will perform the Services with reasonable care and skill and that, except for Client Content and Third Party Materials, the Final Works will be original to LBX or properly licensed.
  
  
• Disclaimer. Except as stated above, all services and deliverables are provided as is, without any other warranties including merchantability or fitness for a particular purpose.
  
  

14. Indemnities

• By you. You indemnify us from claims, losses and costs arising from Client Content, your use of the Deliverables contrary to this Agreement, and your breach of law or third party rights.
  
  
• By us. We indemnify you from claims that the Final Works, as supplied by us and used according to this Agreement, infringe a third party’s intellectual property right. This does not apply to Client Content, Third Party Materials, or modifications made by you or on your instructions.
  
  

15. Liability cap

To the extent permitted by law, our total aggregate liability arising out of or in connection with the Services or Deliverables is limited to our net profit on the relevant Project Order. We are not liable for indirect or consequential loss, lost profits, lost data, business interruption or punitive damages.

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16. Term and termination

• Term. These Terms apply from acceptance of a Project Order until completion, unless ended earlier under this clause.
  
  
• Termination for convenience. Either party may terminate a project at any time by written notice. If you terminate for convenience, you will pay for all Services and expenses up to the date of termination, plus an early termination fee equal to 10 percent of the total project fee.
  
  
• Termination for cause. Either party may terminate if the other materially breaches this Agreement and fails to remedy within 10 days of written notice, or becomes insolvent.
  
  
• Effects of termination. On termination you must cease using any non-paid Deliverables. On full payment for accepted Deliverables, the IP transfer in section 8 applies. Each party must return or destroy the other’s Confidential Information on request.
  
  

17. Force majeure

We are not responsible for delays or failure to perform due to events beyond our reasonable control, including severe weather, fire, strike, war, terrorism, government action, illness or failure of suppliers. We will notify you and adjust the schedule where needed.

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18. Notices

Notices under this Agreement must be sent by email and followed by delivery to the registered or principal business address stated in the Project Order or otherwise notified in writing.

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19. Assignment

Neither party may assign or transfer its rights or obligations without the other’s prior written consent, except that either party may assign in connection with a sale of its business.

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20. Governing law and disputes

This Agreement is governed by the laws of Victoria, Australia. The parties will first attempt to resolve disputes by negotiation, then mediation. If unresolved, either party may commence arbitration or litigation in Victoria. The prevailing party in arbitration or litigation is entitled to recover reasonable legal costs.

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21. General

• Amendments. Any variation must be in writing and agreed by both parties. We may include time-sensitive expense approvals confirmed by email.
  
  
• Severability. If any clause is invalid, the remainder continues in force.
  
  
• Headings. Headings are for convenience and do not affect interpretation.
  
  
• Entire agreement. This Agreement is the entire agreement between the parties about the subject matter and supersedes all prior discussions.