Brand Roadworthy™ legal info

What you will find on this page:

• Terms of Service
• Refund Policy
• Artificial Intelligence (AI) Policy

Terms of Service

Parties
Supplier: Taylor and Grace Pty Ltd, ABN 73 119 085 979 of Suite 8A, Level 1, 346 Belmore Road Balwyn East VIC 3103
Client: You

Background

1. The Client wishes for the Supplier to provide the Services.
2. The parties have agreed that the Supplier will provide the Services to the Client on the terms of this document.

Agreed terms

Services
1.1 Engagement
A. The Client engages the Supplier to provide the Services to the Client, and the Supplier hereby accepts that engagement and agrees to provide the Services to the Client as described in the Schedule, in accordance with the terms of this agreement.

1.2 Manner and conduct of Services
A. The Client may, from time to time, make reasonable requests to the Supplier in connection with the Services, in which case the Supplier will, in good faith, use reasonable endeavours to follow to such requests.
B. The Client acknowledges and agrees that the Supplier (or its agents or sub-contractors) may deliver the Services using the assistance of artificial intelligence (AI) or ‘large language models’.

1.3 File management
A. The Client authorises the Supplier to archive digital files of any Deliverables.
B. If required, the Client may request copies of the files from the Supplier.
C. The Client acknowledges that the searching, retrieving, and distributing physical and electronic files from archives is time consuming for the Supplier, so will attract a minimum fee of $175 (excluding GST) at the election of the Supplier.
D. Despite clause 1.3(a)-(c), the Client acknowledges that some historical files may not be accessible due to incompatibility with computer software, storage media deterioration, software corruption, or some other reason. For the avoidance of doubt, the Supplier makes no guarantees to the Client that the files will be capable of being reproduced and will not be held responsible or liable for reproducing any digital file of any previous Deliverable if the associated files cannot be recovered.

1.4 Service Warranties and acknowledgement
A. The Supplier warrants that it will hold all current and valid applicable licences, permits, registrations and insurances as are required under any legislation or regulation to carry out any work under this document.
B. The Supplier warrants that the Services will be carried out with due care and skill, by appropriately qualified personnel, and in accordance with industry standards.
C. The Supplier acknowledges and agrees that the Client is entering into this document and is relying on the warranties made under this document.

1.5 Client requirements
A. The Client represents and warrants, and it is a condition of this document, that:
i. to the best of its knowledge, all information provided by the Client or on the Client’s behalf to the Supplier is accurate and is not misleading;
ii. to the best of its knowledge, the Client has not withheld from the Supplier any document, information, or other fact material to the decision of the Supplier to enter into this document; and
iii. the Client will cooperate with the Supplier and act reasonably in connection with this agreement and receipt of the Services.
B. The Client acknowledges and agrees that:
i. if the Client does not comply with clause 1.5(a), then the Supplier is not obliged to supply the Services to the Client; and
ii. any timeframes provided by the Supplier are indicative only, and not intended to be binding on the Supplier.

1.6 Nature of relationship
For the avoidance of doubt, the Supplier acknowledges and agrees that it is an independent contractor and, apart from the Charges, the Supplier (including any Key Personnel or other employees of the Supplier) is not entitled to any remuneration from the Client in the form of salary, annual leave, long service leave, superannuation or any entitlement which may be owed or payable under any award, industrial agreement or other instrument, or employment contract.

2. Payment
2.1 Pricing
The client must pay the Supplier the fees and charges specified in the Schedule (the Fees).

2.2 Reimbursement of Expenses
The Client will pay all reasonable Expenses properly and necessarily incurred by the Supplier in the course of providing the Services, provided that the Supplier:
A. obtains the Client’s written consent before incurring the expenses;
B. provides the Client with acceptable documentation for the expenses incurred; and
C. complies with any applicable expenses policy of the Client in force from time to time, provided that a copy of the policy has been provided to the Supplier by the Client prior to the relevant expense being incurred.

3. Key Personnel
If one or more people are listed in the Schedule as Key Personnel, then the Supplier must ensure that at least one of the Key Personnel nominated in the Schedule is assigned to perform or oversee the Services.

4. Term and Termination
4.1 Term
This agreement commences on the Commencement Date and continues until the Supplier notifies the Client that the Services have been completed, unless terminated earlier in accordance with this clause 4.

4.2 Waiver and acknowledgement
A. Each party expressly waives any rights it may have to terminate this agreement other than as contemplated by this clause 4.
B. Each party acknowledges that the other party may terminate this agreement under clause 4, without consideration of the impact of the termination on the other party.

4.3 After termination or expiry
Upon termination or the expiry of this agreement:
A. the Client will remain liable to pay all Charges accrued up to and including the date of termination, whether or not invoiced prior to the date of termination (for the avoidance of doubt, in the event of any termination of this agreement by the Client, including Charges incurred by the Supplier for the purchase of materials for those Services prior to such termination); and
B. the Supplier will send to the Client a final invoice for the balance of any unbilled Charges accrued up to and including the date of termination and clause 2 will apply in respect thereof.

4.4 Survival
Termination or expiry of this agreement will not affect clauses 1.3, 4.5, 5, 7, 8, 11, 13, 14, 15, and 16 or any provision of this agreement which is expressly or by implication intended to come into force or continue on or after the termination or expiry.

5. Intellectual Property Rights
5.1 Creation and assignment
A. The IP Rights created by the Supplier while performing the Services or producing the Deliverables vest upon their creation in the Supplier.
B. Subject to full payment of all Charges as required under this agreement, the
C. Supplier assigns to the Client the IP Rights in the Deliverables which are capable of being assigned.
D. Despite Clause 5.2(b), the parties acknowledge and agree that any IP Rights in any Deliverables comprising photographic images supplied by the Supplier to the Client will remain the property of the relevant photographer and the IP Rights will not be assigned to the Client, but the Client will receive a non-exclusive, perpetual, royalty-free, worldwide licence to use such photographs for the purposes of receiving the Services and Deliverables.

5.2 Licence of Client Material
The Client grants to the Supplier an irrevocable, non-exclusive, perpetual, sub-licensable, worldwide licence to use the IP Rights in any Client Material for the purpose of the Supplier providing the Services to the Client.
5.3 IP warranty and indemnity
A. The Supplier warrants that, to the best of the Supplier’s knowledge, use of the Deliverables and receipt of the Services will not infringe the IP Rights or other rights of any third party.
B. The Client is liable for, and indemnifies the Supplier, its officers, employees, and subcontractors from and against, all loss or damage (including legal costs) incurred or suffered by the Supplier however caused in connection with any breach of this document by the Client or any alleged or actual infringement of a third party’s IP Rights or other rights in connection with the Client Material or the Services.
C. Each indemnity in this document is a continuing obligation notwithstanding any settlement of account or the occurrence of any other thing, and it is not necessary for the Supplier to incur expense or make payment before enforcing or making a claim under an indemnity.

5.4 No use of the other party’s marks
Each party must not, and must ensure that its officers, employees, agents, and subcontractors do not, use the trademark or logos of the other party except with the prior written consent of that party, except as expressly provided in this agreement.

6. Limitation of liability
A. Subject to clause 6(b) and 6(c), any liability of the Supplier for any loss or damage, however caused (including by, or relating to, the negligence of a party), suffered by the Client in connection with this agreement is limited, at the election of the Supplier to:
i. re-performance of the relevant Services (if applicable); or
ii. the Fees paid by the Client to the Supplier under this agreement in the previous 12 months.
B. The limitation set out in clause 6(a) is an aggregate limit for all claims, whenever made.
C. For the avoidance of doubt, neither party is liable for any Consequential Loss however caused (including by, or relating to, the negligence of a party) suffered or incurred by the other party in connection with this agreement.

7. Confidentiality and public announcements
7.1 Confidential Information
The parties must not disclose the Confidential Information of the other party except in the following circumstances:
A. with the prior written consent of the party to whom the Confidential Information belongs;
B. where the disclosure is required by court order or under an applicable law, regulation or formal legal arrangement with a government agency, department, or other body, or by the rules of an applicable stock exchange, as long as the disclosing party discloses the minimum amount required to satisfy the law, rules or similar obligation;
C. where the disclosure is to its employees or professional advisers for the purposes of negotiating any formal agreements contemplated by, or in connection with, this agreement on the basis that the person to whom the confidential information has been disclosed keeps the information confidential;
D. where the disclosure is by the Supplier to its sub-contractor or agent for the purposes of this agreement; or
E. where the disclosure relates to information, which is already in the public domain, except as a result of a breach of this agreement.

7.2 Public announcements
The Supplier may not issue a public statement or announcement about this agreement, or a matter referred in it, without the prior approval of the Client.

7.3 Non-disparagement
A. Subject to clause 7.3(b), on and from the date of this agreement, each party must not:
i. make, express, transmit, speak, write, verbalise or otherwise communicate in any way (directly or indirectly, in any capacity or manner) any remark, comment, message, information, declaration, communication or other statement of any kind (whether verbal, in writing, electronically transferred or otherwise) that might reasonably be construed to be critical of, or derogatory or negative towards, any other party or any Representative of any other party; or
ii. cause, further, assist, solicit, encourage, or knowingly permit any other person to do so, or support or participate in any other person doing so,
and must take all reasonable steps to prevent its Representatives from doing so.
B. Clause 7.3(a) shall not prohibit any party from making any statement or disclosure as required by law or court order, provided that such party must:
i. promptly notify the other party in writing in advance of any such statement or disclosure, if reasonably practicable; and
ii. reasonably assist the other party in obtaining confidential treatment for, or avoiding or minimising the dissemination of, such statement or disclosure to the extent reasonably requested by any party.

8. Personal Information
A. Each party will ensure that any Personal Information disclosed to it by the other party is appropriately protected against loss and against unauthorised access, use, modification, or disclosure and against other misuse.
B. Each party must not use Personal Information other than for the purposes of this agreement, unless required by law or where consent is otherwise granted by the relevant individual.

 
9. Insurance
The Supplier party must affect and maintain from a reputable insurance company all insurance set out below or that is otherwise required by law, or such other insurance as reasonably required by the Client from time to time in respect of any liability of the Supplier that may arise from the performance or exercise of its obligations or rights under this document.

 
10. GST
A. Consideration under this agreement excludes GST, unless expressly specified otherwise.
B. Where GST is payable by an entity in relation to a supply that it makes under or in connection with this agreement, and the consideration for that supply excludes GST, the party providing the consideration will pay an additional amount equal to the GST when any part of the consideration is first payable.

11. Resolution of disputes
A. Any genuine dispute arising between the parties must be referred to the relevant representatives set out in the Schedule in the first instance.
B. The parties must, in good faith, attempt to resolve any material dispute or difference which arises in connection with this agreement.
C. The parties will, amongst themselves, agree on a reasonable process to resolve any dispute arising in connection with this agreement and will be responsible for its own expenses.

12. Force majeure
A. The Supplier will not be in breach of this agreement as a result of, or liable for, any failure or delay in the performance of its obligations under this agreement to the extent that such failure or delay is wholly or partly caused, directly or indirectly, by a Force Majeure Event or any act of omission of the Client.
B. Clause 12(a) does not apply to any obligations of the Client to pay money under this agreement.

13. Notice and notifications
13.1 Where notice is given
A party’s address and email address are those details which are set out in the Schedule of this agreement or as subsequently notified to the other party in writing from time to time.

13.2 How notice is given
Any formal notice, consent, approval, request, instruction, or demand to be provided under this agreement to the other party must be in writing and may be:
A. delivered by hand to the person’s address;
B. sent to the person’s address by prepaid mail; or
C. sent by email to that person’s email address.

14. Representatives
A. The Supplier Representative represents the Supplier for the day-to-day purposes of this agreement.
B. The Client Representative represents the Client for the day-to-day purposes of this agreement.

15. General
A. The laws of the Governing Location govern this agreement.
B. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the Governing Location and courts competent to hear appeals from those courts.
C. Each party agrees to pay its own costs (including legal costs) arising out of and incidental to the preparation, negotiation, consideration, and execution of this agreement.
D. Neither party may assign, in whole or in part, or novate its rights and obligations under this agreement without the prior written consent of the other party, provided that the Supplier may sub-contract the whole or part of the Services without the consent of the Client.
E. This agreement must not be varied except by written agreement by all of the parties.
F. The relationship between the parties is that of principal and independent contractor and nothing contained in this agreement will be taken as giving rise to any employment, agency, partnership, or joint venture relationship between the parties.
G. A clause or part of a clause of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining clauses or parts of the clause contained in the document continue in force.
H. This document supersedes all previous agreements about its subject matter. This agreement embodies the entire agreement between the parties.
I. To the extent permitted by law, any statement, representation or promise made in any negotiation or promise made in any negotiation or discussion, is withdrawn and has no effect except to the extent expressly set out or incorporated by reference in this agreement.
J. Each party acknowledges and agrees that it does not rely on any prior conduct or representation by the other party in entering into this agreement.
K. A right under this agreement may only be waived in writing signed by the party granting the waiver and is effective only to the extent specifically set out in that waiver.
L. This agreement may be executed in any number of counterparts each of which will be an original, but such counterparts together will constitute one and the same instrument and the date of the agreement will be the date on which it is executed by the last party.
M. If a party delivers an executed counterpart of this agreement or any other document executed in connection with it by facsimile or other electronic means the delivery will be deemed to be an effective delivery of an originally executed counterparty.
N. For the avoidance of doubt, the parties may, from time to time during the Term, agree in writing on any amendments to the Services and Deliverables, and the corresponding reduced or increased Fees.

16. Definitions and interpretations
16. Definitions
In this agreement:
Business Days means days that are not a Saturday, Sunday or public holiday in the Governing Location.
Charges means Fees and Expenses.
Commencement Date means the date that the last party signs this document.
Confidential Information means, in respect of a party, any information:
A. pertaining to the business and affairs of that party;
B. about its customers, clients, employees, sub-contractors or other persons doing business with that party;
C. which is, by its nature, confidential; or
D. which is designated by that party as confidential.
Consequential Loss means loss of reputation, loss of profits, loss of goodwill or loss of anticipating savings that are indirect loss.
Client means the party that will receive the Services as named in the Schedule.
Client Material means any Material provided by or to which access is given by the Client to the Supplier for the purposes of this document.
Client Representative means the person as the Client Representative named in the Schedule.
Deliverable means all Material to be provided by the Supplier to the Client as specified in the Schedule.
Engagement has the meaning given in clause 1.1(a).
Expenses means certain costs incurred, or likely to be incurred, by the Supplier in performing the Services, including, but not limited to, communication charges including fixed line, mobile and conference calls, internet charges, including online subscriptions, postage, and couriers, local and interstate travel expenses, including parking, Ubers and taxis / colour, B&W photocopying, stimulus material, printing and scanning for which the Supplier is entitled to be reimbursed by the Client pursuant to clause 2.
Fees has the meaning set out in clause 2.1.
Force Majeure Event means any occurrence or omission outside a party’s reasonable control, as a direct or indirect result of which the party’s relying on the event is prevented from or delayed in performing its obligations under this agreement other than a payment obligation, and includes:
A. a physical natural disaster including fire, flood, lighting or earthquake;
B. war or other state or armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency or declaration of martial law;
C. epidemic or quarantine restriction;
D. law taking effect after the date of this agreement; and
E. strike, lock-out, stoppage, labour dispute or shortage including industrial disputes that are specific to a party or the party’s subcontractors.
Governing Location is Melbourne, Victoria.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
IP Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trademark, registered or unregistered design, registered or unregistered plant breeder’s right, trade secret, knowhow, right in relation to trade or business or company name, indication or source or other proprietary right or right of registration of those rights.
Key Personnel means the key personnel specified in the Schedule.
Material includes documents, equipment, reports, technical information, customer lists, studies, plans, charts, drawings, calculations, tables, trademarks, logos, schedules, and data stored by any means.
Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is recorded in a material form or not.
Representatives means, in respect of a person, the employees, officers, consultants, agents and professional advisers of that person.
Services means the services provided by the Supplier to the Client under this agreement in respect of each Engagement, as set out in the Schedule .
Supplier Representative means the person named as the Supplier Representative in the Schedule.
Term means the term of this agreement as contemplated under clause 4.1 of this agreement.
Work Request means a request for work comprising some or all of the Services, as made under clause 1.1 of this agreement.

16.2 Interpretation
In this agreement:
A. references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
B. words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa;
C. grammatical forms of defined words or phrases have corresponding meanings;
D. parties must perform their obligations on the dates and times fixed by reference to the Governing Location;
E. if the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;
F. references to a party are intended to bind their heirs, executors, administrators, successors and assigns;
G. obligations under this agreement affecting more than one party bind them jointly and each of them severally;
H. unless the context indicates a contrary intention:
i. if more than one person is identified as a party, then that expression refers to them, and the obligations of the party under this agreement bind them, jointly and severally;
ii. the term ‘person’ includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (where incorporated) partnership and a trust; and
I. the words “includes” and “including” or words of similar effect are not words of limitation.

Schedule

Cancellation Policy

1. This policy applies to the one‑off purchase of the Brand Roadworthy service (payment of AUD $3,750.00 + GST).
2. You may request cancellation by notifying us in writing (via email) prior to the commencement of any work.
3. If you request cancellation before we commence any deliverables, research or workshops, we will confirm cancellation within 3 calendar days of receiving your request.
4. Once we have commenced any substantive work (including planning, research, creative workshops or other deliverables), cancellation will not release you from the payment obligation.
5. Cancellation of future services does not apply because this is a one‑off payment; no renewals or automatic future charges will apply.

Refund Policy

Artificial Intelligence (AI) Policy

1. Introduction

This policy outlines our approach to the use of artificial intelligence (AI) in our brand work, both internally and in deliverables for our clients. As AI technologies continue to evolve rapidly, we are committed to responsible innovation that enhances our creative capabilities while maintaining the highest standards of quality, ethics, and transparency. We see AI not as a replacement for human insight, but as a tool to unlock new ideas, accelerate problem-solving, and enable more personalised, unique approaches to brand-building for our clients.

2. Our approach

2.1 Human-Centered Approach

We believe AI should augment human creativity rather than replace it. Our designers, strategists, and creative professionals remain the primary drivers of all client work, with AI serving as a tool to enhance efficiency and expand creative possibilities. Our fee estimates and quotes assume that our services will be delivered using relevant AI tools under the oversight of our professionals.

We commit to responsible use of AI having regard to broader societal and environmental impacts of our work. We will refrain from using AI tools that do not incorporate appropriate safety and responsible use controls or which use excessive non-renewable energy and other resources.

2.2 Transparency

We commit to being transparent with our clients about where and how AI is utilised in our processes and deliverables. When AI has been used in the development of client deliverables, this will be disclosed to the client in an appropriate manner, including where and how AI was utilised. Clients and stakeholders will be informed when AI tools are used in meetings (e.g., Fireflies). 

For clients with heightened sensitivity around AI, we can implement additional approval steps, such as pre-use disclosure, opt-in AI usage, or client-side review of AI-generated components.  

2.3 Quality Assurance

All AI-assisted work undergoes human review and quality control to ensure it meets our high standards and client expectations.

We actively monitor AI outputs for bias in language, imagery, and conceptual framing — particularly in representations of people, cultures, and communities. We incorporate diverse human perspectives in reviewing AI-generated outputs to help identify and mitigate potential blind spots or unintended messaging.

If AI tools are used to generate visual content (e.g., illustrations, mockups, imagery), we ensure outputs do not misrepresent real individuals or likenesses, reinforce harmful stereotypes, or Contravene visual accessibility standards. All visuals are reviewed for authenticity, inclusiveness, and relevance before presentation.

2.5 Intellectual property, data security and privacy

We are committed to using AI in ways that respect and do not infringe intellectual property rights.  

When using AI tools, our personnel must adhere to our data security and privacy protocols. Sensitive client information must not be uploaded to public or non-enterprise AI tools unless the relevant data processing terms are reviewed and approved by our Operations Manager.

3. Responsibility and Oversight

The Operations Manager oversees the implementation of this policy, in collaboration with our leadership team. Questions or concerns should be directed to info@taylorandgrace.com.au.

Privacy Policy

Taylor & Grace is committed to providing you with the best possible customer service experience.

Taylor & Grace is bound by the Privacy Act 1988 (Cth), which sets out a number of principles concerning the privacy of individuals.

Collection of your personal information

There are many aspects of the site which can be viewed without providing personal information, however, for access to future Taylor & Grace customer support features you are required to submit personally identifiable information. This may include but not limited to a unique username and password, or provide sensitive information in the recovery of your lost password.

Sharing of your personal information

We may occasionally hire other companies to provide services on our behalf, including but not limited to handling customer support enquiries, processing transactions or customer freight shipping. Those companies will be permitted to obtain only the personal information they need to deliver the service. Taylor & Grace takes reasonable steps to ensure that these organisations are bound by confidentiality and privacy obligations in relation to the protection of your personal information.

Use of your personal information

For each visitor to reach the site, we expressively collect the following non-personally identifiable information, including but not limited to browser type, version and language, operating system, pages viewed while browsing the Site, page access times and referring website address. This collected information is used solely internally for the purpose of gauging visitor traffic, trends and delivering personalised content to you while you are at this Site. From time to time, we may use customer information for new, unanticipated uses not previously disclosed in our privacy notice. If our information practices change at some time in the future we will use for these new purposes only, data collected from the time of the policy change forward will adhere to our updated practices.

Changes to this Privacy Policy

Taylor & Grace reserves the right to make amendments to this Privacy Policy at any time. If you have objections to the Privacy Policy, you should not access or use the Site.

Accessing Your Personal Information

You have a right to access your personal information, subject to exceptions allowed by law. If you would like to do so, please let us know. You may be required to put your request in writing for security reasons. Taylor & Grace reserves the right to charge a fee for searching for, and providing access to, your information on a per request basis.

Taylor & Grace welcomes your comments regarding this Privacy Policy. If you have any questions about this Privacy Policy and would like further information, please contact us by any of the following means during business hours Monday to Friday.

Phone:  +61 423 025 448

Postal address:  Level 7, 276 Flinders Street, Melbourne VIC, 3000

Email:  info@taylorandgrace.com.au