These Terms & Conditions (“Terms”) apply to all services provided by Merino Studio, a digital agency based in Melbourne, Australia (“we”, “us”, “our”). By accessing our website or engaging our services, you agree to be bound by these Terms.

If you do not agree, you must not use our website or services.

1. Services

Merino Studio provides digital services including, but not limited to:

• Website design and development
• App development and process automation
• Branding and visual identity
• SEO, AEO, and online marketing services
• Online advertising and growth consulting
• Ongoing support, maintenance, and retainers
  

All services are provided strictly in accordance with the scope outlined in the approved quote, proposal, or statement of work.

2. Engagement & Scope

An engagement is deemed accepted when any of the following occurs:

• Written approval of a quote or proposal
• Payment of a deposit or first invoice
• Instruction to commence work
  

Services are limited to the agreed scope. Any work requested outside the approved scope will be billed at $150 AUD per hour, unless otherwise agreed in writing.

3. Deposits & Payment

• A 25% non-refundable deposit is required before work begins
• Remaining payments are due in line with agreed milestones or invoice terms
• All invoices must be paid in full within 28 days
  

Overdue invoices may incur:

• Interest at 2% above the Reserve Bank of Australia base rate, calculated monthly
• A $50 AUD administration fee for each overdue month
  

We reserve the right to pause work, suspend services, or withhold deliverables until outstanding amounts are paid.

4. Project Timelines & Client Responsibilities

• Project timelines are indicative only and dependent on timely client input
• You must provide required assets, feedback, and approvals promptly
• Drafts must be reviewed and feedback provided within 5 business days, unless otherwise agreed
• Silence or non-response may be treated as approval
  

You are responsible for ensuring:

• Accuracy of all information and materials supplied
• Suitability and legality of requested deliverables
  

Delays caused by missing content, approvals, or feedback may affect delivery timelines and costs.

5. Tools & Third-Party Costs

Projects may require third-party tools, platforms, hosting, plugins, fonts, analytics services, or software licenses.

• Third-party costs are the responsibility of the client
• These costs will be itemised in quotes or invoices where applicable
• Merino Studio is not responsible for pricing changes, outages, or limitations imposed by third parties

6. Intellectual Property

6.1 Client Materials

You retain ownership of all materials you provide and warrant that you have the rights to use them.

6.2 Merino Studio IP

We retain ownership of all proprietary tools, templates, components, systems, frameworks, and reusable code used to deliver services.

6.3 Project Deliverables

Final deliverables created specifically for you are licensed for your use once all invoices are paid in full.

Unless otherwise agreed in writing, underlying intellectual property remains the property of Merino Studio.

7. Revisions & Scope Changes

• Revisions are limited to those specified in the approved scope
• Additional revisions or changes may incur extra fees
• Significant changes require written approval and may impact timelines and pricing

8. Portfolio & Promotional Use

Merino Studio retains the right to display completed projects, including designs, prototypes, screenshots, and written content, for portfolio, marketing, award submissions, educational, or promotional purposes.

9. Warranties & Limitation of Liability

Services are provided “as is” and to the standard required under Australian Consumer Law.

To the extent permitted by law:

• No guarantees are made regarding rankings, conversions, traffic, revenue, or business outcomes
• We are not liable for indirect, incidental, or consequential losses
• We are not responsible for downtime, lost revenue, or failures caused by third-party services
• Total liability is limited to the fees paid for the relevant services
  

Your statutory rights under Australian Consumer Law remain unaffected.

10. Termination

Either party may terminate an engagement by written notice if a material breach is not remedied within a reasonable period.

Upon termination:

• All work completed to date must be paid for
• Access to services may be revoked
• Outstanding invoices remain payable

11. Confidentiality

Both parties agree to keep confidential information private and not disclose it to third parties unless required by law or with written consent.

12. Website Use

You agree not to:

• Use the website for unlawful purposes
• Attempt unauthorised access to systems or data
• Copy, reproduce, or distribute content without permission

13. Governing Law

These Terms are governed by the laws of Victoria, Australia, and disputes are subject to the exclusive jurisdiction of Victorian courts.

14. Changes to These Terms

We may update these Terms from time to time. Continued use of our website or services constitutes acceptance of the updated Terms.

15. Contact

Jaime Berrill
Merino Studio
Melbourne, Australia
hello@merinostudio.com