Halcyon Agency Pty Ltd - Updated 18th September 2025
These Terms and Conditions (“Agreement”) form a contract between you (“Client”) and Halcyon Agency Pty Ltd (“Agency”) for the provision of services. This Agreement, together with any Proposals or Estimates, outlines the terms under which the Agency will perform its services.
1.1. The Services - The Agency provides services on a monthly retainer basis as agreed with the Client. The scope of work will be outlined in the Client’s plan or proposal. Any changes to the scope may result in revised fees or timelines.
1.2 Author's Corrections - Unless otherwise stated in the plan or proposal, one round of changes are included for all post-production after the presentation of an initial concept. Additional revisions will be charged according to the Agency's standard hourly rate of $150/hr.
1.3 Information - The Agency relies on timely collaboration with the Client to maximise its effectiveness. The Client's prompt provision of information is crucial for the Agency's work. Unless specified otherwise, the Agency will assume that all information provided by the Client is complete and accurate.
1.4 Incidentals - If required, any out-of-pocket expenses or third-party costs incurred in the delivery of services (e.g., external contractors, specialised tools, software licenses, or delivery costs) will be charged to the Client.
1.5 Termination - Either party may terminate this Agreement by providing 30 days written notice, unless otherwise agreed on in writing. Upon termination, the Client will be invoiced for all work completed and any expenses incurred up to the termination date.
The Agency may suspend or permanently terminate services if the Client breaches this Agreement, consistently fails to make payments on time, following written notice or engages in conduct that makes it unreasonable for the Agency to continue providing services.
In cases where a fixed-term or retainer agreement has been agreed in writing, early termination fees equal to 50% of the total remaining contract value will apply.
1.6 Transition of Services - Upon termination, the parties shall work together to facilitate a smooth transition of services. This includes the handover of relevant information, materials, and access credentials. The Agency will cooperate with the Client or any appointed successor in the transfer of responsibilities to ensure minimal disruption.
1.7 Return of Property - Upon termination, both parties shall promptly return any property, equipment, or confidential information that belongs to the other party.
1.8 Force Majeure - The Agency shall not be held liable for any delay or failure to perform its obligations if the delay or failure arises from circumstances beyond the Agency's reasonable control, including but not limited to acts of God, natural disasters, pandemics, government restrictions, civil unrest, or other unforeseen events.
1.9 Work Outside of Retainer Scope - If the Client requests services outside the agreed monthly retainer scope, the Agency will determine feasibility and prepare a separate proposal and fee estimate. Work on these additional services will only commence once the proposal has been approved and full payment has been received.
2.1 Invoice and Payment - All services are provided on a month-to-month retainer. Payment is required upfront before any work commences. Invoices are issued on a monthly basis and must be paid before the start of the service period. All fees are non-refundable, including if services are terminated before the end of a paid month.
2.2 Ownership - The Agency retains ownership of all work and deliverables until full payment has been received from the Client.
2.3 Video Editing Requests - Additional edits beyond the included scope must be submitted via a Video Editing Request Form. Upfront payment is required at the time of submission, based on the number of edits requested. No work will begin until payment has been processed.
2.4 Late Payments - If payment is not received by the due date, the Agency may suspend services until payment is received. Repeated late payments may result in permanent termination of the Agreement without notice.
2.5 Payment for Additional Work - Any services outside the monthly retainer will be invoiced separately. Payment for such services is required in full upfront, and no additional work will begin until payment has been processed.
2.6 Meta Ads Services - A fixed monthly fee will be charged for ongoing campaign management services. Recurring invoices will be issued monthly, prior to the delivery of services for the upcoming month. Ad spend is not included in this invoice as will be paid for by the Client through Meta’s platform.
2.7 Late Payment Fees - In the event of non-payment or late payment for any services, including both one-time projects, services outside retainers and general retainer fees, the Agency reserves the right to take appropriate action to recover outstanding payments. Late payment fees will be applied to any unpaid balances.
Late payment fees will be calculated as a percentage of the outstanding balance and will increase over time:
• 5 days late: 5 % of the outstanding balance.
• 10 days late: An additional 3 % (total 8 %) of the outstanding balance.
• 15 days late: An additional 5 % (total 13 %) of the outstanding balance.
• 20 days late: An additional 7 % (total 20 %) of the outstanding balance.
2.8 Consequences of Non-Payment - Failure to make timely payments for retainer fees or any others outside the retainer scope may result in the suspension or termination of access to the services provided. The Agency may also take legal action to recover the unpaid amounts, which may include legal fees and costs. The Client agrees to reimburse the Agency for any costs of recovery, including legal fees, collection agency fees, and court costs.
2.9 Non-Refundable Fees - Monthly retainer fees are non-refundable once payment is made. For services outside the scope of monthly retainers, 50% of the fees plus any services delivered are non-refundable, even in the event of early termination of the Agreement.
3.1 Proposal Process - The Agency will provide a comprehensive proposal for retainer and non-retainer projects including the scope of work for each project, detailing the specific requirements and functionalities of the work to be performed. This includes but is not limited to photography services, videography services, and social media graphics.
3.2 Changes to Scope - If the Client wishes to make any changes to the agreed scope after the project has commenced, the Agency will assess the feasibility, impact on timeline and resources, and provide the Client with a revised estimate and invoice for the proposed changes.
3.3 Scope Clarity - It is essential for the Client to provide clear and detailed instructions regarding their expectations for all services, including but not limited to photography, videography, and social media. This includes specifications on desired styles, themes, target audience, specific shots or scenes, and any other relevant details.
3.4 Interruptions to Delivery - In the event that the Agency identifies any unforeseen technical limitations or challenges during the project's execution, the Agency will promptly inform the Client and work together to find suitable solutions and potential adjustments to the scope, timeline, or cost.
3.5 Aligned Expectations - The Agency will strive to ensure that the final deliverables align with the agreed-upon scope and meet the Client's expectations. Regular communication and collaboration between the Client and the Agency throughout the project duration are essential to achieving successful outcomes.
3.6 Communication - The Agency and the Client agree to maintain open and transparent communication regarding project scope, changes, and any associated costs to ensure mutual understanding and a successful project outcome.
4.1 Content and Images - The Client is responsible for providing the necessary information about their business and marketing objectives. The Agency is not liable for errors in content supplied by the Client. Any changes required may be chargeable at the Agency's standard rates.
4.2 Assets - Unless specified otherwise, the Client must provide all necessary text and graphic materials for the work in a suitable digital format. Images should be supplied as jpeg, gif, tif, png, or psd format, while text should be provided as a Microsoft Word document.
4.3 Failure to supply - Additional costs may be incurred if material needs to be retyped due to the Client's failure to supply it in an easily accessible format. Significant copywriting requirements may incur further charges. Information for charts, graphs, and infographics should be supplied in Excel. Retyping large amounts of content may result in additional costs.
4.4 Client Supplied Images - Client-supplied images should be high-resolution images at 300 DPI for print purposes. Lower resolution images are acceptable if they are solely for web use. The Agency assumes that all images supplied by the Client are owned by the Client or have been properly licensed for use.
4.5 Use of Images of Children - If the Client provides images of children, it is assumed that the Client has obtained permission to use these images.
4.6 Client Grant of Permission - The Client grants the Agency permission to utilise logos and other company identities for the purpose of creating the project. The Client agrees to indemnify the Agency against any claims arising from the Client's negligence or failure to obtain proper copyright permissions for all content supplied.
The Agency will keep all documents and affairs of the Client confidential, except where disclosure is required by law, permitted by the Client, or already in the public domain. The Agency may disclose documents and affairs to other service providers involved in the assignment, the Agency's affiliates or related parties, or any other properly delegated service provider to provide comprehensive services to the Client.
The Agency will take reasonable measures to protect any personal or business data supplied by the Client and handle it in accordance with applicable privacy laws.
6.1 Use of Ideas and Concepts: The Agency reserves the right to use similar or identical generalised concepts, techniques, or ideas developed during the project for other clients, provided that no confidential information or proprietary materials of the Client are used in the process.
6.2 Concept Ownership - The Client retains ownership of any completely unique concepts, formats, or frameworks they originate and bring to the project (e.g., branded video series, show formats). The Agency may assist in refining or executing these concepts, but does not claim ownership over the format itself.
The Agency retains ownership of general creative ideas, techniques, and frameworks developed independently or used across multiple clients (e.g., testimonial video structures, editing styles, transitions, etc.), unless explicitly agreed otherwise in writing.
Both parties acknowledge that video formats and social media content styles are often iterative and commonly used across industries. The Agency agrees not to directly replicate a client-developed concept for competitors in the same niche without permission.
6.3 Ownership of Deliverables - Upon full payment, the Client is granted a perpetual, non-exclusive license to use all final edited video and photo deliverables across their owned channels and marketing platforms. This includes usage on social media, websites, digital ads, email campaigns, internal presentations, and printed materials. This license is non-exclusive in that the Agency retains ownership rights but will not resell, redistribute, or reuse the Client's final deliverables for any other client or commercial purpose.
6.4 Reuse of Content - The Client may extract stills or clips from the final deliverables for promotional use and reuse general graphic elements for internal consistency. The Client may not sell, license, sublicense, or commercially exploit the content (in whole or in part) to third parties without written consent from the Agency.
6.5 Raw Files - Raw files, project files, and working materials are not included as part of the standard deliverables. If the Client wishes to obtain access to raw footage or working files, this must be requested in writing and will be quoted separately, with fees based on the scope and usage intent.
The Agency retains all rights to source files, templates, and proprietary editing workflows used in the creation of the content. The Agency retains raw footage and working files for a period of 90 days following final delivery. After this period, storage is not guaranteed unless otherwise arranged in writing.
6.6 Working Files and Copyright - The Agency owns the legal copyright of its working files, including design concepts, elements, infographics, fonts, and imagery. Working files are the Agency's intellectual property and are not released as part of the project.
If the Client wishes to obtain working files, a separate request and quote will be provided. The fee for the working files will be based on the scope and complexity of the work produced.
6.7 Portfolio Rights - The Agency retains the right to use finished content for promotional and portfolio purposes unless the Client requests exclusivity in writing. Requests to restrict portfolio use must be made prior to project commencement or delivery. Any takedown requests after public release will be considered on a case-by-case basis.
6.8 Exclusivity Request - Requests for exclusivity may be subject to additional terms or fees.
The Client shall indemnify and hold the Agency harmless against any claims, damages, losses, or liabilities arising from the Client's misuse, unauthorised reproduction, or infringement of any intellectual property rights associated with the photographs, videos, and graphics, or liabilities arising from the Client’s misuse of deliverables, breach of laws, or unauthorised reproduction of content.
8.1 Total Liability - The Agency's total liability to the Client, whether in contract or tort, shall not exceed the total price paid by the Client. The Agency shall not be liable for any indirect or consequential loss, including but not limited to loss of profits, business, revenue, goodwill, or anticipated savings.
8.2 Results Not Guaranteed - The Agency will use its expertise and best efforts to achieve campaign goals; however, results are subject to factors beyond the Agency's control, including market conditions, platform algorithms, client performance, and audience behaviour.
8.3 Platform Downtime: The Agency is not responsible for issues arising from downtime or technical errors on the platforms used.
These Terms and Conditions may be varied or superseded by agreement in writing between the Client and the Agency. Any such variation shall not affect any rights or obligations that may have already accrued, unless specifically agreed otherwise.
This Agreement is non-exclusive. Both the Agency and the Client are free, during and after the Term, to engage or contract with other parties for the provision of similar services.
The Client acknowledges that the Agency may also provide services to other clients, including those operating in the same industry, market, or niche as the Client, provided that the Agency does not disclose the Client’s confidential information.
All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Agency at the following addresses:
Halcyon Agency Pty Ltd – hello@halcyonagency.com.au
or to such other addresses as either Party may from time to time notify the other.
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales. In the event of a dispute, both parties agree to first attempt to resolve the matter in good faith through negotiation or mediation before commencing legal proceedings.
Any disputes arising under this Agreement that cannot be resolved in good faith shall be resolved in the courts of New South Wales, Australia.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.