Terms & Conditions of Service

1. About these Terms

These Terms & Conditions of Service (Terms) apply to services supplied by Genetiqe Pty Ltd trading as Smartfish Creative (Smartfish, we, us or our), ABN 55 165 721 595, ACN 165 721 595, of 127 Grand Parade, Parrearra QLD 4575.

In these Terms, Client, you and your mean the person or organisation that requests or purchases services from us.

These Terms are designed to be read with the quote, proposal, statement of work, service schedule or other written scope we provide to you (Quote). Together, those documents form the agreement between you and Smartfish (Agreement).

If there is an inconsistency, the following order of priority applies:

1. Any written variation signed or expressly approved by both parties.
2. The Quote.
3. Any service-specific schedule.
4. These Terms.

Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, including applicable rights under the Australian Consumer Law.

2. Accepting an Agreement

You accept the Agreement when you do any of the following:

• Approve or sign a Quote.
• Confirm acceptance by email or through an electronic system.
• Pay a deposit or invoice relating to the services.
• Instruct us to begin work after receiving the Quote and these Terms.

The person accepting the Agreement warrants that they are authorised to bind the Client.

A Quote remains open for the period stated in it. If no period is stated, it remains open for 30 days from its issue date. We may withdraw a Quote before acceptance by giving you notice.

The version of these Terms supplied or linked when the Quote is accepted applies to that engagement. We may update these Terms for future engagements.

For an ongoing service, we may update the applicable terms by giving at least 30 days’ written notice. If a change materially disadvantages you, you may cancel the affected ongoing service before the change takes effect, subject to paying amounts already due and unavoidable third-party costs.

3. Our Services

We may provide services including:

• Strategy and consulting.
• Branding, graphic design and creative services.
• Website design, development, maintenance and support.
• Web hosting and domain-related services.
• Search engine optimisation (SEO), local SEO, AEO and GEO services.
• Digital marketing, content and copywriting.
• AI strategy, systems, agents, automations and training.
• Printing and marketing collateral.
• Outsourced or white-label services.
• Any other services described in a Quote.

The scope, deliverables, assumptions, exclusions, fees and any estimated timetable will be set out in the Quote.

We will provide the services with due care and skill.

Unless the Agreement expressly states that a particular result is guaranteed, we do not guarantee a specific commercial result, ranking, traffic level, lead volume, revenue amount, approval by a third-party platform or other outcome outside our reasonable control.

4. Your Responsibilities

You must:

• Provide complete, accurate and timely instructions, information, content, access credentials and approvals.
• Nominate a person authorised to give instructions and approvals on your behalf.
• Review deliverables and proofs carefully before approving them.
• Ensure that material you supply, and your intended use of the deliverables, complies with the law and does not infringe another person’s rights.
• Obtain any legal, regulatory, medical, financial, industry or other specialist advice relevant to your business and content.
• Keep your own current copies of important content, data, files and credentials unless the Agreement expressly makes us responsible for backups.
• Cooperate reasonably so that we can perform the services.

We may rely on instructions and approvals given by your nominated contact.

We are not responsible for delay, rework or loss caused by incomplete, inaccurate, late or conflicting instructions from you.

5. Timelines and Delays

Any delivery date or timetable is an estimate unless the Quote expressly states that it is a fixed deadline.

Timelines depend on you supplying required information, content, access and approvals on time. If you delay, the timetable will be extended by at least the length of the delay and may be rescheduled around our other commitments.

If a project is inactive because we are waiting for you for 30 consecutive days, we may give you written notice that the project will be placed on hold.

We may then:

• Invoice work completed and approved third-party costs incurred to that date.
• Move the work to our next reasonably available production slot.
• Charge a reasonable restart fee if remobilisation is required, provided that fee is disclosed to you before work resumes.

If the project remains inactive for 60 consecutive days after our notice, either party may terminate it.

You will pay for work reasonably performed up to termination and non-cancellable third-party costs, less amounts already paid. We will refund any remaining prepaid amount for services not performed, subject to any lawful cancellation terms in the Quote.

6. Reviews, Revisions and Approval

The Quote will state the revisions included in the fee. If it does not, the fee includes two reasonable revision rounds that remain within the agreed scope.

A revision is not a new concept, a change of direction or an expansion of the original brief. Additional revisions and changes outside the scope are variations under clause 7.

You must review each deliverable within the review period stated in the Quote or, if none is stated, within five business days.

You must either approve it or provide one consolidated list of requested changes.

We will not treat silence as approval for final publication, printing or launch where your express approval is reasonably required. However, failure to respond may delay the project and activate clause 5.

Once you approve a proof, design, website, copy, data, specifications or other deliverable, you are responsible for errors that were visible or reasonably discoverable during review.

This does not remove our responsibility for errors introduced by us after your approval or rights that cannot lawfully be excluded.

7. Variations and Additional Work

A variation includes any change to the scope, deliverables, specifications, assumptions, timetable or instructions in the accepted Quote.

Where practical, we will tell you before performing additional work and provide an estimate, fixed fee or applicable hourly rate.

You may approve a variation by email or another written electronic method.

If urgent action is reasonably necessary to protect your website, data, systems or campaign and we cannot contact you, we may perform only the minimum work reasonably necessary to limit immediate harm.

We will tell you what was done and the associated fee as soon as practicable.

Additional work is billed in 15-minute increments unless the Quote states otherwise.

8. Fees, GST and Expenses

You must pay the fees stated in the Quote.

Unless a price is expressly stated to include GST, all fees and rates are exclusive of GST. GST will be added to taxable supplies as required by law.

Unless the Quote states otherwise:

• Design and website projects require a 50% deposit before work begins.
• The remaining 50% is payable on completion, before launch or release of final files.
• Recurring services are invoiced in advance.
• Printing and other third-party production costs may require payment in full before an order is placed.
• Approved out-of-pocket and third-party expenses are payable by you.

A deposit secures production time and is applied against the project fees. It is not automatically forfeited upon cancellation. Cancellation charges are calculated under clause 20.

Our standard hourly rate is $135 per hour plus GST during standard business hours, being 8:00 am to 5:00 pm Queensland time, Monday to Friday, excluding Queensland public holidays.

Pre-arranged work outside standard business hours is charged at the standard rate plus 20%, currently $162 per hour plus GST.

Urgent, unplanned work requested outside standard business hours is charged at $185 per hour plus GST, subject to our availability.

We do not guarantee an after-hours response unless an applicable support agreement says otherwise.

We may review rates for future work. Rate changes do not alter the price of an accepted fixed-fee project unless its scope changes.

We will give at least 30 days’ notice before changing the rate for an ongoing service.

9. Invoices and Payment

Invoices are due within 14 days of the invoice date unless the Quote states otherwise.

If an amount is overdue, we may give you written notice and suspend affected services or work if payment is not received within the period stated in that notice.

Unless urgent action is required to prevent loss or security harm, we will give you a reasonable opportunity to pay or dispute the invoice before suspension.

For an account more than 30 days overdue, we may:

• Require payment in advance for further work.
• Charge a reasonable administration fee of $20 for each month the account remains overdue, to the extent permitted by law.
• Suspend an affected website, hosting, maintenance or other service after giving written warning.

If we suspend a website or service for non-payment, a reasonable reconnection fee of up to $80 may apply where manual work is required. We will tell you the applicable fee before reconnection.

For an undisputed amount more than 45 days overdue, we may, after giving you written notice, refer the debt to a collection agency or commence legal recovery.

If referral results in third-party collection or recovery costs being incurred, you must reimburse us for those reasonable costs, but only to the extent that they are lawfully recoverable and arise from your failure to pay the undisputed amount when due. Collection-agency charges may start from $220 plus GST, where applicable, and may increase according to the value of the outstanding debt and the agency’s applicable fee schedule. You will not be charged more than the third-party recovery costs actually incurred by us.

If you dispute an invoice, you must tell us promptly, identify the disputed amount and explain the reason.

You must pay any undisputed portion by its due date. Both parties will try in good faith to resolve the dispute under clause 24.

10. Payment Plans

Any payment plan must be agreed in writing.

If you expect to miss an instalment, you must contact us as early as reasonably possible.

If an instalment remains unpaid after written notice, we may suspend work or services and require the overdue amount to be paid before resuming.

A missed instalment does not automatically make every future instalment immediately payable unless the payment plan expressly says so and that provision is lawful and reasonable in the circumstances.

11. Intellectual Property

11.1 Client material

You retain ownership of content, trademarks, data and other material you supply to us (Client Material).

You grant us a non-exclusive licence to use, reproduce, modify and provide Client Material to our personnel and service providers as reasonably necessary to perform the Agreement.

You warrant that you have the rights and permissions needed for us to use Client Material as instructed.

You indemnify us against third-party claims arising from Client Material or instructions you provide, but only to the extent the claim was caused or contributed to by your breach, unlawful conduct or infringement of another person’s rights.

11.2 Smartfish background material

We retain ownership of material, systems, processes, know-how, templates, tools, methods, software, code libraries and intellectual property developed independently of, or before, the project (Background Material).

We also retain ownership of unused concepts, rejected work, working methods and general skills and knowledge.

Where Background Material is incorporated into a final deliverable, we grant you a perpetual, non-exclusive, worldwide licence to use it as part of that deliverable for your business purposes after full payment.

You may not extract, resell or commercially exploit the Background Material separately unless we agree in writing.

11.3 Final deliverables

After we receive full payment, ownership of intellectual property created specifically for you in the final approved deliverables transfers to you, except for:

• Background Material.
• Third-party material.
• Fonts, stock assets, plugins, themes, software and other licensed material.
• Source files, editable working files and development tools not expressly included in the Quote.
• Rights that cannot legally be transferred.

If the Quote specifies a licence instead of an assignment, the licence in the Quote applies.

11.4 Third-party licences

Third-party material remains subject to its provider’s licence.

You are responsible for ongoing licence and subscription fees transferred to or maintained for your benefit.

We will identify material licence restrictions that are known to us and materially affect your intended use.

11.5 Portfolio use

Unless you notify us in writing before public launch that the work is confidential, you grant us permission to display the completed, publicly released work and identify you as a client in our portfolio, awards entries and marketing.

We will not disclose your confidential information or unpublished results.

12. Files, Archiving and Handover

The deliverable files included in your project are those specified in the Quote.

Editable working files, native source files, unused concepts, development environments and internal production files are not included unless expressly stated.

We will use reasonable care to retain an archive of final project files for active clients for 24 months after final payment, but this is not a backup service or a guarantee of permanent storage.

You should download and securely retain your own files.

We may charge a reasonable disclosed fee to locate, restore, collate, convert or transfer archived files, particularly more than six months after completion.

On termination and payment of all undisputed amounts, we will provide a reasonable handover of Client Material and deliverables included in the Agreement.

Additional migration, documentation, training or technical assistance may be charged at the applicable rate.

13. Websites, Hosting and Domains

Where we provide website, hosting or domain-related services:

• The Quote or service schedule will identify what is included.
• You must keep administrator credentials secure and notify us promptly of suspected compromise.
• You must not use the service unlawfully, maliciously or in a way that threatens systems or other users.
• Third-party platforms, registrars, hosting infrastructure, plugins and integrations remain subject to their providers’ terms and availability.
• Maintenance does not include unlimited redevelopment, content entry, third-party repairs or remediation of changes made by others unless expressly stated.
• Uptime, backups, recovery time and support response commitments apply only if expressly included in a service schedule.
• You remain responsible for business-continuity arrangements appropriate to your risk.

Where practical, a domain acquired for you will be registered in your name or business name, with Smartfish recorded only in the appropriate technical or administrative role.

You are responsible for keeping registrant details accurate and paying renewal fees.

We may take reasonable emergency action to isolate malware, suspend compromised access or protect systems.

We will notify you as soon as practicable.

14. SEO, Digital Marketing and Platform Services

Search engines, advertising networks, social platforms, directories and AI systems are controlled by third parties and change without notice.

We do not guarantee rankings, indexing, traffic, leads, sales, cost-per-acquisition, continued platform access or inclusion in AI-generated answers.

We will perform the agreed work with due care and skill and report using the measurements and data sources identified in the Quote.

Forecasts, estimates and recommendations are opinions based on available information, not guaranteed outcomes.

You are responsible for approving campaign claims, offers, budgets, targeting and published content.

Platform fees and advertising spend are separate from our fees unless the Quote states otherwise.

15. AI Services and Outputs

If the services use artificial intelligence or automation:

• AI-generated material may be inaccurate, incomplete, biased or similar to material generated for others.
• You must review and approve material before relying on or publishing it.
• We do not guarantee that every AI output is unique, registrable or free from third-party claims.
• Regulated, high-risk or consequential decisions must not be made solely from an AI output without appropriate human and professional review.
• Third-party AI systems are subject to their own availability, privacy, usage and licence terms.

We will not knowingly submit your confidential information to a public AI service for model training contrary to our Agreement.

Any specific data-handling or private-model requirements must be documented in the Quote.

16. Printing and Physical Goods

You must approve the final proof before printing or production.

Approval confirms that you have checked spelling, content, dimensions, quantities, finishes, contact details and other specifications.

Colours displayed on screens and produced by different devices, materials and print processes may vary.

Reasonable industry tolerances in colour, cutting, folding, positioning, quantity and finish are not defects.

You must inspect goods promptly after delivery and notify us within five business days of any visible shortage, damage or production defect, together with supporting photographs where practical.

This notification period does not limit any non-excludable rights.

Customised or printed goods cannot ordinarily be cancelled or refunded after production begins unless defective, required by law or agreed by the relevant supplier.

You are responsible for non-cancellable production and delivery costs authorised before cancellation.

Risk in physical goods passes to you on delivery. Ownership passes when all amounts owing for those goods are paid, subject to applicable law.

17. Outsourced and White-Label Services

If we provide outsourced or white-label services, you remain responsible for your relationship with your end client unless the Quote states otherwise.

You must not make commitments about our scope, timing, availability or outcomes without our written approval.

Discounted trade pricing applies only while agreed account conditions are met.

If an undisputed amount remains overdue after written notice, we may suspend future work or withdraw discounted pricing for new work.

We will not retrospectively increase the price of work already accepted at an agreed fixed price.

Each party must keep the other party’s client relationships, pricing and confidential business information confidential.

18. Confidentiality and Privacy

Each party must protect the other party’s confidential information and use it only to perform or receive the services.

This obligation does not apply to information that:

• Becomes public through no breach of the Agreement.
• Was already lawfully known to the receiving party.
• Is independently developed without using the other party’s confidential information.
• Must be disclosed by law.

We may provide confidential information to employees, contractors and service providers who need it to perform the Agreement and are subject to appropriate confidentiality obligations.

We handle personal information in accordance with applicable privacy law and our Privacy Policy, available at:

https://smartfish.com.au/privacy-policy/

If a project involves material personal information, sensitive information, overseas disclosure or special security requirements, the parties may agree to additional data-processing and security terms.

19. Consumer Guarantees, Warranties and Remedies

Our services come with guarantees that cannot be excluded under the Australian Consumer Law where that law applies.

For example, services must be provided with due care and skill, be reasonably fit for a disclosed purpose in applicable circumstances and be provided within a reasonable time where no time is fixed.

Nothing in the Agreement limits rights or remedies that cannot lawfully be limited.

To the extent permitted by law, and where it is fair and reasonable to do so, our liability for failure to comply with a consumer guarantee relating to services that are not ordinarily acquired for personal, domestic or household use is limited, at our option, to:

• Supplying the services again.
• Paying the cost of having the services supplied again.

Any additional satisfaction promise or money-back guarantee applies only if it is expressly set out in the Quote or a service schedule, together with its eligibility requirements and claim process.

It does not replace or limit your rights under the Australian Consumer Law.

20. Cancellation and Termination

20.1 Cancellation by you

You may cancel a project or non-fixed ongoing service by giving written notice.

On cancellation, you must pay:

• Fees for work reasonably performed up to the cancellation date.
• Approved expenses and non-cancellable third-party commitments.
• Any notice-period fees expressly stated for an ongoing service.
• Reasonable handover or wind-down work requested by you.

We will apply amounts already paid against those sums and refund any balance for services not performed.

If the amount due exceeds amounts paid, we will invoice the difference.

20.2 Termination for breach

Either party may terminate the Agreement if the other party materially breaches it and does not remedy the breach within 10 business days after receiving written notice describing the breach.

A party may terminate immediately where a breach cannot reasonably be remedied, including serious unlawful conduct, intentional misuse of systems or a serious breach of confidentiality.

20.3 Termination or suspension by us

We may suspend or terminate affected services on reasonable written notice if:

• An undisputed amount remains unpaid after notice.
• Your instructions or material are unlawful, misleading, abusive or reasonably likely to infringe third-party rights.
• Continuing would create a material security, safety, legal or reputational risk that cannot reasonably be managed.
• You repeatedly fail to provide information or cooperation required for the services.
• An essential third-party service is withdrawn and no reasonable substitute is available.

Where practical, we will give you an opportunity to remedy the issue before termination.

We will exercise suspension only to the extent reasonably necessary.

20.4 Effect of termination

Termination does not affect accrued rights.

Clauses concerning payment, intellectual property, confidentiality, liability, disputes and any provisions intended by their nature to continue will survive termination.

21. Liability

To the maximum extent permitted by law:

• Neither party is liable to the other for indirect or consequential loss that was not reasonably foreseeable when the Agreement was made.
• We are not liable to the extent loss was caused or contributed to by your act or omission, inaccurate instructions, failure to follow advice, unauthorised changes or a third party outside our reasonable control.
• Each party must take reasonable steps to mitigate its loss.
• Our aggregate liability arising from an Agreement is limited to the total fees paid or payable under the affected Quote during the 12 months preceding the event giving rise to the claim.

The liability cap does not apply to:

• Fraud.
• Wilful misconduct.
• Infringement of the other party’s intellectual property.
• Breach of confidentiality.
• Liability for death or personal injury caused by negligence.
• Any liability that cannot lawfully be limited.

The parties acknowledge that the liability allocation in this clause forms part of the commercial basis of the fees.

A higher liability cap or additional insurance requirements may be agreed in the Quote and may affect pricing.

22. Events Outside Reasonable Control

Neither party is liable for delay or failure caused by an event outside its reasonable control, including:

• Natural disasters.
• Fire or flood.
• Epidemic.
• War or civil disturbance.
• Government action.
• Utility or telecommunications failure.
• Cyberattack despite reasonable safeguards.
• Labour disruption.
• Failure of an essential third-party platform.

The affected party must notify the other party as soon as reasonably practicable and take reasonable steps to reduce the impact.

Payment remains due for services already performed.

If the event prevents a material part of the services for more than 30 days, either party may terminate the affected services by written notice without an additional termination penalty.

23. Subcontractors

We may use suitably qualified employees, contractors and specialist suppliers to provide the services.

We remain responsible for managing the services we have agreed to provide, subject to the Agreement.

We may disclose information to subcontractors only as reasonably necessary to perform the services and subject to appropriate confidentiality and data-handling requirements.

24. Complaints and Disputes

If a concern arises, either party should give the other written notice explaining the issue and the outcome sought.

A representative of each party with authority to resolve the dispute must attempt in good faith to resolve it within 10 business days.

If the dispute is not resolved, the parties will consider mediation in Queensland through a mutually agreed mediator before commencing court proceedings.

This does not prevent either party from:

• Seeking urgent interlocutory relief.
• Recovering an undisputed debt.
• Using any statutory complaint or tribunal process available to it.

25. Notices

A notice under the Agreement must be in writing and sent by email to the contact stated in the Quote or, for notices to Smartfish, to info@smartfish.com.au.

An email is taken to be received when it becomes capable of being retrieved at the recipient’s nominated email address, unless the sender receives an automated failure notice.

A notice received after 5:00 pm Queensland time is treated as received on the next business day.

26. General

The Agreement is the entire agreement about its subject matter and replaces earlier discussions and representations about that subject matter.

This does not exclude liability for misleading or deceptive conduct.

A waiver is effective only if given in writing. Failure or delay in exercising a right is not a waiver.

If any provision is invalid or unenforceable, it will be read down to the minimum extent necessary or severed, and the remaining provisions will continue.

You may not assign the Agreement without our prior written consent, which we will not unreasonably withhold.

We may assign the Agreement as part of a genuine sale or restructure of our business, provided the assignee can continue supplying the services and your rights are not materially reduced.

Nothing in the Agreement creates an employment, agency, partnership or joint-venture relationship between the parties.

The Agreement may be accepted electronically and in counterparts.

27. Governing Law

The Agreement is governed by the laws of Queensland, Australia.

Subject to clause 24 and any non-excludable right to bring a claim elsewhere, the parties submit to the courts of Queensland and courts entitled to hear appeals from them.

28. Contact Details

Genetiqe Pty Ltd trading as Smartfish Creative
ABN: 55 165 721 595
ACN: 165 721 595
127 Grand Parade
Parrearra QLD 4575
Australia

Email: info@smartfish.com.au
Phone: 1300 269 405
Website: https://smartfish.com.au/

Updated 01/07/2026