TERMS AND CONDITIONS
TMG Studios
ABN: 72 852 332 806
Last Updated: May 2026
DEFINITIONS
For the purposes of these Terms:
- “Services” means the digital services provided by TMG Studios as described in the applicable quote, proposal, or Scope of Work.
- “Scope of Work” means the written description of deliverables, timelines, requirements, and inclusions agreed between the parties.
- “Deliverables” means the final work product expressly identified in the Scope of Work.
- “Project Completion” has the meaning set out in Section 8.
- “Third-Party Services” means any external software, platforms, hosting providers, plugins, APIs, tools, or services not owned or controlled by TMG Studios.
1. AGREEMENT TO TERMS
These Terms and Conditions (“Terms”) govern the provision of digital services including web design, development, and systems implementation (“Services”) by TMG Studios (“we”, “us”, “our”) to clients (“you”, “your”, “Client”).
By accepting a quote, making payment, or engaging our Services, you agree to be bound by these Terms.
2. SERVICES AND SCOPE
2.1. Services will be provided as outlined in the project proposal or quote (“Scope of Work”).
2.2. The Scope of Work defines the specific deliverables, timelines, and project requirements agreed upon between both parties.
2.3. Any work outside the agreed Scope of Work will be considered additional work and may be subject to separate quotation and agreement.
3. PRICING AND PAYMENT TERMS
3.1. Project Pricing:
- Projects are priced on a fixed-fee basis as outlined in the quote.
- Unless otherwise stated, all prices and fees are expressed in Australian Dollars and are exclusive of GST.
3.2. Payment Structure:
- 50% deposit is required before work commences
- 50% final payment is due upon project completion and before final delivery
3.3. Final invoices are due within 7 calendar days of issue, prior to final deployment, transfer, or release of deliverables, unless otherwise agreed in writing.
3.4. Unless expressly included in the Scope of Work, third-party costs including hosting, domain registration, software licences, plugins, APIs, stock assets, subscription services, advertising costs, and platform fees are the responsibility of the Client.
Ongoing third-party subscription or licensing costs may continue after project completion and remain the responsibility of the Client.
3.5. We accept payment via bank transfer, credit card, or other methods as specified on the invoice.
3.6. Late payments may incur interest charges at a rate of 2% per month on outstanding amounts.
3.7. We reserve the right to suspend work, restrict access to deliverables or systems, delay deployment, or withhold further Services where invoices remain unpaid beyond their due date.
3.8. Where we provide temporary hosting, staging environments, or managed access during the project, we reserve the right to suspend or remove such access following project completion, cancellation, prolonged inactivity, or non-payment.
3.9. The Client is responsible for any reasonable costs incurred by us in recovering overdue amounts, including debt collection fees, legal costs, and administrative expenses.
3.10. Any project delays arising from suspension due to non-payment may result in revised timelines or additional rescheduling costs.
3.11. Final deliverables, files, and intellectual property will not be transferred until final payment is received in full.
4. PROJECT TIMELINE
4.1. Estimated project timelines will be provided in the quote or proposal.
4.2. Unless expressly stated otherwise, all project timelines and delivery dates are estimates only and may be subject to change due to project requirements, Client delays, third-party dependencies, or unforeseen circumstances.
4.3. Timelines are dependent on timely provision of materials, content, feedback, and approvals from the Client.
4.4. Delays caused by the Client (including but not limited to late content provision, delayed feedback, or unavailability) may result in adjusted delivery timelines and may incur additional costs if they require significant rescheduling of work.
4.5. Delays caused by the Client will not constitute a breach of these Terms by TMG Studios.
4.6. We will make reasonable efforts to notify the Client of any anticipated delays on our part.
4.7. The Client agrees to review deliverables and provide feedback, approval, or requested revisions within 10 business days of delivery unless otherwise agreed. If no feedback or objections are received within that period, the deliverables will be deemed accepted and the project may be considered complete for invoicing and delivery purposes.
5. CLIENT RESPONSIBILITIES
5.1. The Client agrees to:
- Provide all necessary materials, content, brand assets, and access to existing systems in a timely manner
- Be solely responsible for reviewing and approving all content, copy, imagery, legal disclaimers, and other materials prior to publication or deployment.
- Respond to requests for feedback and approval within agreed timeframes
- Ensure all content provided is accurate, legally compliant, and appropriately licensed
- Provide constructive and consolidated feedback during review stages
- Designate a primary point of contact for project communications
5.2. Failure to meet these responsibilities may impact project timelines and costs as outlined in Section 4.4.
5.3. If the Client fails to provide required materials, approvals, or communication for more than 28 days, the project may be considered paused, placed on hold, or deemed inactive.
We reserve the right to:
- Reschedule the project based on availability
- Revise delivery timelines
- Charge reasonable recommencement or reprioritisation fees
- Requote remaining work where project requirements have materially changed
5.4. Extended project delays may require revised pricing where the scope, technical requirements, timelines, or market conditions have materially changed since the original quote was issued.
5.5. Any completed work and outstanding invoices up to the date the project is paused, placed on hold, or deemed inactive, remain payable by the Client.
6. SCOPE CHANGES AND ADDITIONAL WORK
6.1. Minor changes and refinements within the original project scope will be accommodated as part of the agreed deliverables.
6.2. Requests for work beyond the original Scope of Work will be assessed and, if deemed substantial, will require:
- Written change request documentation
- Separate quotation for the additional work
- Client approval before proceeding
6.3. Additional work may impact project timelines and will be communicated clearly.
7. INTELLECTUAL PROPERTY
7.1. Upon receipt of final payment in full, all intellectual property rights for custom work created specifically for the Client (including but not limited to custom code, designs, and content) will transfer to the Client.
7.2. Until all outstanding invoices are paid in full, the Client must not use, reproduce, publish, deploy, commercialise, or otherwise exploit any deliverables or work produced by us.
7.3. Unless expressly included in the Scope of Work, we are not required to provide editable working files, development environments, internal documentation, design source files, or other production assets used in creating the deliverables.
7.4. Notwithstanding any transfer of intellectual property under Section 7.1, we retain ownership of all pre-existing materials, methodologies, frameworks, tools, systems, templates, processes, know-how, and reusable code or components developed or used by us in the course of providing the Services.
7.5. To the extent any such materials are incorporated into the deliverables, we grant the Client a non-exclusive, perpetual licence to use those materials solely as part of the delivered project.
7.6. We retain the right to use third-party components, frameworks, libraries, and tools which remain subject to their respective licences.
7.7. We retain the right to showcase completed work in our portfolio and marketing materials unless otherwise agreed in writing.
7.8. The Client warrants that all materials provided to us (including content, images, and brand assets) do not infringe on third-party intellectual property rights.
8. PROJECT COMPLETION
8.1. A project will be deemed complete when:
- the Services have been completed to a stage where the Deliverables materially conform to the Scope of Work; or
- the Client has approved the deliverables; or
- the Client has not provided feedback or requested revisions within 10 business days of delivery or review request.
-
9. POST-LAUNCH SUPPORT
9.1. Included Revisions Period: Unless otherwise specified in the Scope of Work, the project includes revisions reasonably required to align the deliverables with the agreed Scope of Work. Excessive revisions, repeated changes to previously approved work, or requests outside the agreed scope may be treated as additional work under Section 6.2.
9.2. Included Support Period: We provide 90 days of complimentary support following project completion.
9.3. Scope of Included Support:
- Bug fixes related to the original scope of work
- Minor technical issues arising from the delivered solution
- Guidance on using features within the original scope
- Unless otherwise agreed in writing, support is provided during standard business hours only and response times are not guaranteed.
9.4. Excluded from Free Support:
- New features or functionality not in the original scope
- Issues caused by third-party services, hosting, or plugins
- Issues arising from software, platform, browser, operating system, or third-party service updates occurring after project delivery
- Problems arising from Client modifications to delivered work
- Training beyond initial handover
- Content updates and changes
9.5. Work requested during the 90-day period but deemed outside the original scope may be negotiated as a separate project or retainer arrangement.
9.6. Minor fixes requiring 15 minutes or less may be provided as a courtesy beyond the 90-day period at our discretion.
9.7. Fixes requiring substantial time or incurring costs to us may be charged to the Client at our standard rates.
9.8. After the 90-day period, ongoing support and maintenance can be arranged through a separate retainer agreement.
9.9. Ongoing Services: Following completion of the included support period, we are under no obligation to provide further updates, support, maintenance, optimisation, or assistance unless separately agreed in writing.
10. CANCELLATION AND REFUNDS
10.1. Either party may terminate the project agreement with written notice.
10.2. If the Client cancels:
- The initial deposit covers project commencement, scheduling, discovery, and administrative costs and is non-refundable once work has commenced, except where required under Australian Consumer Law.
- At our sole discretion, we may elect to provide a partial refund having regard to the work completed to the date of cancellation.
- Work completed will be calculated based on time invested and deliverables produced
- The Client will receive all work completed to date upon settlement of outstanding amounts
10.3. If we cancel or cannot complete the project:
- All payments received will be refunded minus the value of work completed and delivered
- All completed work will be provided to the Client
10.4. Refusal of Services: We reserve the right to refuse, suspend, or terminate Services where:
- The requested work is unlawful, misleading, defamatory, discriminatory, or otherwise inappropriate;
- The Client engages in abusive, threatening, harassing, discriminatory, or otherwise inappropriate conduct or unreasonable conduct;
- The requested work may expose us to legal, reputational, or security risks; or
- Continuing the project would require conduct inconsistent with applicable laws or professional standards.
In such circumstances, the Client remains responsible for payment of all work completed up to the date of suspension or termination.
11. WARRANTIES AND LIMITATIONS
11.1. We warrant that Services will be performed with reasonable care and skill in accordance with industry standards.
11.2. The Client acknowledges that digital services involve evolving technologies, third-party dependencies, and varying user environments, and that some technical issues, compatibility limitations, or unforeseen constraints may arise despite reasonable care and skill being exercised.
11.3. Unless expressly agreed otherwise in writing:
- The Client is solely responsible for ensuring that their use of any delivered website, system, or digital solution complies with applicable privacy, data protection, marketing, and regulatory laws.
- We do not provide legal or regulatory compliance advice unless specifically engaged to do so.
11.4. We do not warrant that:
- Websites or systems will be error-free or uninterrupted
- Third-party services, hosting, or integrations will remain compatible or available
- Solutions will meet future requirements not specified in the original scope
11.5. The Client is responsible for:
- Regular backups of their website and data
- Maintaining hosting, domain registration, and third-party service subscriptions
- Security of login credentials and access controls
11.6. Where we assist with setup, deployment, or configuration of third-party services, we do so as an intermediary only and make no warranty regarding the ongoing availability, uptime, performance, or security of those services. We are not liable for:
- Outages, disruptions, data loss, configuration failures, or service interruptions caused by third-party providers.
- Issues arising from future updates, changes, deprecations, or compatibility issues relating to third-party software, plugins, APIs, platforms, browsers, operating systems, or external services after project delivery.
11.7. While reasonable industry-standard security practices may be implemented during delivery of the Services, no digital system, website, or online platform can be guaranteed fully secure or free from vulnerabilities.
11.8. We are not liable for unauthorised access, hacking, malware, data breaches, credential compromise, or other cybersecurity incidents arising from:
- Third-party services or software
- Client actions or negligence
- Weak password or access management
- Hosting or infrastructure vulnerabilities
- Software updates, plugin conflicts, or external integrations
11.9. The Client remains responsible for maintaining appropriate security practices, backups, and administrative controls following delivery.
12. LIMITATION OF LIABILITY
12.1. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total fees actually paid by the Client for the specific project giving rise to the claim.
12.2. We are not liable for:
- Indirect, consequential, or incidental damages
- Loss of profits, revenue, data, or business opportunities
- Issues arising from Client modifications to delivered work
- Third-party service failures, hosting issues, or external integrations
- Events beyond our reasonable control (force majeure)
12.3. Nothing in these Terms excludes liability that cannot be excluded under Australian Consumer Law.
12.4. The Client indemnifies and holds harmless TMG Studios against any claims, losses, liabilities, damages, costs, or expenses arising from:
- Materials, content, or instructions supplied by the Client
- Breach of intellectual property rights by Client-supplied materials
- Unlawful, misleading, or defamatory content provided by the Client
- The Client’s misuse of delivered systems or services
- Breach by the Client of applicable laws or regulations
13. CONFIDENTIALITY
13.1. Both parties agree to keep confidential any proprietary or sensitive information shared during the project.
13.2. This obligation survives termination of the project agreement.
13.3. Confidential information does not include information that:
- Is publicly available
- Was known prior to disclosure
- Is independently developed
- Must be disclosed by law
14. DISPUTE RESOLUTION
14.1. In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation.
14.2. If negotiation is unsuccessful, both parties agree to participate in mediation before pursuing legal action.
14.3. Mediation costs will be shared equally between both parties.
14.4. These Terms are governed by the laws of Victoria, Australia, and both parties submit to the exclusive jurisdiction of Victorian courts.
15. GENERAL PROVISIONS
15.1. Entire Agreement: These Terms, together with the quote or proposal, constitute the entire agreement between parties.
15.2. Amendments: Any amendments to these Terms must be made in writing and agreed upon by both parties.
15.3. Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force.
15.4. Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
15.5. Assignment: The Client may not assign or transfer their rights under these Terms without our written consent.
15.6. Force Majeure: Neither party is liable for delays or failures due to circumstances beyond reasonable control.
15.7. Notices: All notices must be in writing and sent to the contact details provided in the quote or proposal.
15.8. Electronic Communications: The parties agree that approvals, instructions, change requests, and other project communications provided via email or other agreed electronic communication methods will be considered valid and binding.
15.9. No Exclusivity: Unless expressly agreed in writing, nothing in these Terms creates an exclusive relationship between the parties and we may provide similar services to other clients, including competitors of the Client.
15.10. The Client acknowledges that they have not relied upon any representation, warranty, statement, or promise not expressly set out in these Terms or the applicable Scope of Work.
15.11. Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency relationship between the parties.
16. ACCEPTANCE
By accepting a quote, making payment, or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
For questions regarding these Terms, please contact: