TERMS & CONDITIONS
1. The Agreement
1.1 The Agreement applies to every Order placed by the Agency, whether it is a one-off order or part of an ongoing subscription.
1.2 For a one-off order, the Agency accepts the Agreement when it submits an Order through the Provider’s website in accordance with clause 3.1.
1.3 For a subscription arrangement, the Agency accepts the Agreement when it enters into a subscription in accordance with clause 3.2.
1.4 If there is any inconsistency between documents, the following order of priority applies:
(a) the Schedule (or any signed proposal);
(b) any specific Order details agreed by both parties in writing;
(c) these Terms and Conditions; then
(d) the Welcome Pack,
except that the Welcome Pack will prevail where it sets out requirements for how Deliverables must be disclosed, labelled or presented in a campaign.
2. Services
2.1 The Provider will use reasonable care and skill to create the Deliverables described in the relevant Order.
2.2 The Provider may use AI tools, software platforms, contractors and human editors to produce the Deliverables. The Provider remains responsible for the quality of the Services it supplies under the Agreement.
2.3 The Agency acknowledges that turnaround times are estimates only and depend on the quality, completeness and timing of the Content and instructions supplied by the Agency.
2.4 The Provider may refuse or pause an Order, or request replacement Content, if the supplied images or instructions are incomplete, poor quality, unlawful, misleading, offensive or otherwise unsuitable for the Services.
2.5 Unless agreed otherwise, Deliverables will be supplied electronically only.
3. How to Order
3.1 One-off orders: The Agency makes a one-off order by uploading up to 5 images through the Provider’s website and making payment. By submitting an Order through the website, the Agency accepts these Terms and Conditions. Each one-off Order is limited to the specific property and images submitted.
3.2 Subscription orders: The Agency enters into a subscription arrangement with the Provider by completing the subscription process through the Provider’s website (including agreeing to these Terms and Conditions) and providing payment details for direct debit or monthly invoicing. Once the subscription is in place, the Agency submits images to the Provider by email (or through another channel as agreed between the Provider and Agency). The subscription does not guarantee any minimum number of Deliverables unless stated in the Schedule.
3.3 The Agency must ensure that only authorised personnel use its account or submit Orders. The Agency is responsible for all Orders submitted through its account or using the nominated contact details.
3.4 The Provider may update or change its ordering processes, file requirements and operational procedures on reasonable notice, provided the change does not materially reduce the agreed Services.
4. Agency’s Obligations and Warranties
4.1 The Agency warrants that it has full power and authority to enter into the Agreement and to place each Order.
4.2 The Agency must provide clear, accurate and lawful instructions and all Content reasonably needed for the Provider to perform the Services.
4.3 The Agency warrants that it has all necessary rights, licences, permissions and consented needed to upload, email, submits and use the Content for the Services, including any rights held by photographers, marketing providers or any other relevant third parties.
4.4 Before using any Deliverable in a property campaign, the Agency must:
(a) obtain the vendor’s written approval to use AI-generated or AI-enhanced imagery in connections with that property; and
(b) keep a written record of that approval.
4.5 The Agency is solely responsible for ensuring that its use of the Deliverables complies with all applicable laws, regulations, industry codes and Platform Rules, including:
(a) the Australian Consumer Law (including obligations relating to misleading or deceptive conduct);
(b) the Estate Agents Act 1980 (Vic) and equivalent legislation and regulations in other States and Territories;
(c) the listing rules, acceptable use policies and image requirements of any platform on which the Agency publishes the Deliverables (including realestate.com.au or Domain), including any rules relating to watermarks, text overlays, image collages and misleading content; and
(d) any emerging legislation requiring mandatory disclosure of AI-generated or digitally altered imagery in property advertisements (such as the NSW Residential Tenancies Amendment (Digitally Altered Images) Bill 2025, if enacted, or similar reforms in other jurisdictions).
4.6 The Agency must review every Deliverable before publishing it and must not use any Deliverable that it knows, or ought reasonably to know, could mislead a purchaser, renter or other person.
4.7 The Agency must comply with the Welcome Pack and ensure, where applicable, that appropriate disclaimers, acknowledgements, image sequencing, watermarking and explanatory wording are used in each campaign.
4.8 The Agency must not remove, crop out or cover any watermark, label or disclosure applied by the Provider, unless the Provider has given written approval to do so.
5. Deliverables
5.1 The Agency acknowledges and accepts that the Deliverables are conceptual and illustrative only. They are intended to show styling ideas, design possibilities or renovation concepts and do not depict the actual present condition of the property unless expressly stated otherwise.
5.2 The Deliverables may include furniture, fixtures, finishes, layouts, landscaping, structural elements or other features that do not currently exist at the property.
5.3 The Deliverables are not architectural drawings, building advice, valuation advice, town planning advice, legal advice, or a promise that any depicted works are feasible, approved, lawful or suitable for construction.
5.4 The Provider does not warrant or guarantee that any Deliverable will be accepted by a listing platform (including realestate.com.au or Domain), a regulator, a buyer, a vendor or third party. The Agency remains responsible for deciding whether and how to use each Deliverable.
5.5 Provider shall use all reasonable endeavours to complete the Services within forty-eight (48) hours. For the purposes of this clause, the specified timeframe shall be calculated in Business Days only and shall exclude weekends, public holidays, and any period of delay arising from events, circumstances, or causes beyond the Service Provider’s reasonable control.
The Client acknowledges and agrees that the stated turnaround time is an estimate only and does not constitute a binding obligation or guarantee. The Service Provider shall not be liable for any failure to meet the estimated timeframe where such failure results from the excluded periods or circumstances described above.
6. Fees and Payment
6.1 Fees are payable in the amounts and at the times set out in the Schedule, the relevant Order, or the Provider’s current website pricing applicable to the Order.
6.2 One-off orders: Payment must be made upfront at the time the Order is placed, unless otherwise agreed in writing.
6.3 Subscription orders: Fees are payable monthly in advance by direct debit, monthly invoice or by another payment method approved by the Provider. Where direct debit applies, the Agency must sign any required direct debit authority and ensure sufficient funds are available on each debit date.
6.4 All Fees are exclusive of GST unless expressly stated otherwise. The Agency must pay any applicable GST on top of the Fees.
6.5 If the Agency disputes an invoice, it must notify the Provider within 7 days, stating the disputed amount and the reason. The Agency must still pay any undisputed portion by the due date.
6.6 The Provider may pause or suspend the Services if any amount remains unpaid after the due date, without prejudice to any other rights.
6.7 The Agency must reimburse the Provider for reasonable costs incurred in recovering overdue amounts that are not genuinely disputed.
7. Revisions
7.1 The number of included revisions are limited to the number (if any) stated in the Schedule or the relevant Order. If no number is stated, no revisions are included unless otherwise agreed in writing.
7.2 A revision means a reasonable adjustment to an existing Deliverable based on the original brief. A new brief, major design change, new property concept or additional output is treated as a new Order and may attract additional Fees.
7.3 The Provider is not responsible for delays caused by late or changing instructions from the Agency or the vendor.
8. Intellectual Property
8.1 The Agency (or its agents and licensors) retains ownership of the original Content supplied to the Provider.
8.2 The Agency grants the Provider a non-exclusive, royalty-free licence for the Term of the Agreement to use, copy, adapt, process and store the Content for as long as reasonably required to perform the Services, maintain records and enforce its rights under the Agreement.
8.3 Subject to the payment of all applicable Fees, the Provider grants the Agency a non-exclusive, non-transferable licence to use the Deliverables for the marketing of the specific property for which they were created, and for reasonable archival and record-keeping purposes.
8.4 The Agency must not resell, sublicense, repurpose or use a Deliverable for a different property or business without the Provider’s prior written consent.
8.5 The Provider retains ownership of its platform, processes, prompts, templates, know-how, branding and all pre-existing Intellectual Property used in providing the Services
8.6 The Provider may only use the Agency’s Content or Deliverables for portfolio or promotional purposes (including for advertising campaigns, on websites and social media platforms) to the extent expressly permitted in the Schedule or approved in writing by the Agency.
9. Confidentiality and Privacy
9.1 Each party must keep the other party’s Confidential Information confidential and must not disclose it except as required by law, to its professional advisers, or to personnel and contractors who need access and are bound by confidentiality obligations.
9.2 The Provider may store and process information using reputable third-party software and service providers (including online storage platforms and AI platforms), provided the Provider takes reasonable steps to ensure appropriate confidentiality and security measures are in place.
9.3 To the extent either party handles Personal Information under the Agreement, it must comply with the applicable privacy laws including the Privacy Act 1988 (Cth).
9.4 Each party must take reasonable steps to protect Personal Information from misuse, interference, loss, unauthorised access, modification or disclosure.
9.5 The Provider’s Privacy Policy is [published on its website at [insert URL]. The Agency acknowledges that it has had the opportunity to review the Privacy Policy and agrees to its terms.
10. Warranties and Disclaimers
10.1 The Provider warrants that it will perform the Services with due care and skill.
10.2 To the maximum extent permitted by law, all other conditions, warranties, guarantees and representations (whether express or implied) are excluded.
10.3 Without limiting clause 10.2, the Provider does not warrant that the Services will be uninterrupted, error-free, perfectly accurate, suitable for a particular marketing strategy or accepted by any platform or audience.
10.4 If a non-excludable consumer guarantee under the Australian Consumer Law applies, the Provider’s liability is limited (at its option) to re-supplying the Services or paying the cost of having the Services re-supplied.
11. Liability and Indemnity
11.1 Neither party is liable to the other for any loss of profit, revenue, opportunity, goodwill, reputation, anticipated savings or any indirect or consequential loss arising out of or in connection with the Agreement.
11.2 To the maximum extent permitted by law, the Provider’s total liability arising out of or in connection with the Agreement, whether in contract, tort, under statute or otherwise, is limited to the Fees paid by the Agency to the Provider for the specific Order giving rise to the claim or for a subscription claim, the Fees paid in the 6 months preceding the event giving rise to the claim.
11.3 Clause 11.2 does not apply to liability that cannot be limited by law
11.4 The Agency indemnifies the Provider (and its officers, employees and contractors) against any claim, loss, damage, cost or expense arising from:
(a) a breach of clause 4 by the Agency;
(b) the Agency publishing or using a Deliverable in breach of law, Platform Rules or the Welcome Pack;
(c) any allegation that the Content was supplied without proper authority or infringed third-party rights; or
(d) any listing, campaign wording or representation made by the Agency or the vendor that was not created by the Provider.
11.5 The Agency’s indemnity is reduced to the extent the relevant claim or loss was caused or contributed to by the Provider’s own breach, negligence or wilful misconduct.
12. Term and Termination
12.1 One-off orders: The Agreement commences when the Agency submits an Order pursuant to clause 3.1 and ends when the Deliverables have been supplied and all Fees have been paid.
12.2 Subscriptions: The Agreement starts on the Commencement Date and runs for the Subscription Term, then continues month-to-month unless either party gives at least 30 days’ written notice to end it.
12.3 Either party may terminate the Agreement immediately by written notice if the other party commits a material breach and fails to fix it within 10 business days of being asked to do so in writing.
12.4 The Provider may suspend the Services immediately if the Agency:
(a) fails to pay an amount when due;
(b) breaches the Welcome Pack; or
(c) uses the Deliverables in a way the Provider reasonably considers unlawful, misleading or damaging to the Provider’s reputation.
12.5 Termination does not affect any rights that have already accrued. On termination, the Agency must pay for all Services supplied up to the termination date, and each party must (on request) return or destroy the other’s Confidential Information, except where retention is required by law or for ordinary record-keeping.
13. General
13.1 Notices must be given in writing to the details stated in the Schedule (or any updated details provided in writing). Email notice is sufficient and is taken to be received when the sender receives no error message indicating failed delivery
13.2 The Provider may update and amend these Terms and Conditions or the Welcome Pack on at least 14 days’ written notice for future orders and, for an existing subscription arrangement and for future Services after the notice period expires. If a change materially and adversely affects the Agency, the Agency may terminate its subscription before the change takes effect.
13.3 The Provider may subcontract any part of the Services but remains responsible for the work of its subcontractors to the extent they relate to the Services
13.4 Neither party may assign this Agreement without the other’s written consent (not to be unreasonably withheld), except that the Provider may assign the Agreement to a related body corporate or as part of a genuine business sale or restructure on written notice to the Agency.
13.5 A failure or delay in exercising a right is not a waiver. A waiver must be in writing.
13.6 If any provision of the Agreement is found to be invalid, illegal or unenforceable, it is to be read down to the extent necessary and, if that is not possible, severed without affecting the remainder of the Agreement.
13.7 The Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior discussions, proposals and understandings in relation to that subject matter, unless otherwise agreed by the Provider and Agency in writing.
13.8 The Agreement may be executed in counterparts and by electronic signature. Each counterpart, including a scanned or electronically signed copy is deemed an original and together they form one instrument.
13.9 The Agreement is governed by the law of Victoria, Australia.