- OBLIGATION FREE QUOTE
Updated February 2026
These Terms and Conditions apply when First Draft Communications (FDC, we, us or our) provides Services to a Client (you or your). They form part of each Proposal, quotation, estimate, statement of work, retainer, accepted email instruction or other written engagement between FDC and the Client.
1. Engagement and acceptance
1.1 You may engage FDC by signing or accepting a Proposal, approving a quotation or estimate, issuing an authorised purchase order, paying a requested deposit or invoice, or otherwise giving written instructions for FDC to commence Services.
1.2 The engagement consists of these Terms together with the applicable Proposal or other written scope. If there is an inconsistency, the Proposal prevails to the extent of the inconsistency unless it expressly states otherwise.
1.3 A person accepting an engagement on behalf of a company or organisation warrants that they have authority to do so.
1.4 Updated versions of these Terms apply to new engagements and renewals after the date they are published or supplied. FDC will not retrospectively change the terms of an existing fixed engagement without agreement, except where a change is required by law.
2. Services and scope
2.1 FDC will provide the Services described in the Proposal or otherwise agreed in writing. Services may include website design and development, eCommerce, integrations, hosting and security, maintenance and support, digital marketing, advertising, analytics and reporting, email marketing, copywriting and content, graphic design, animation and explainer content, presentation support, marketing technology, strategy and related digital services.
2.2 Only items expressly included in the agreed scope are included in the Fees. Anything outside scope may be treated as a Variation or Additional Work.
2.3 FDC may use employees, contractors and specialist subcontractors to perform parts of the Services. FDC remains responsible for managing the Services it has agreed to provide.
2.4 Unless expressly agreed as a deliverable, FDC is not providing legal, accounting, financial, cybersecurity certification, accessibility certification or other regulated professional advice.
3. Proposals, pricing and GST
3.1 A Proposal or quotation is valid for 60 days unless it states another period.
3.2 Fees are as stated in the Proposal. Unless expressly stated otherwise, Fees and Additional Costs are exclusive of GST and GST will be added where applicable.
3.3 Where no fixed Fee has been agreed, work will be charged at FDC’s then-current Professional Hourly Rate. FDC may change its hourly rate from time to time for future work and will give reasonable notice where the change affects an ongoing arrangement.
3.4 Third-party charges, licences, media spend, stock assets, travel and other disbursements are additional unless expressly included.
4. Deposits, invoices and payment
4.1 FDC may require a deposit or initial instalment before reserving production time or commencing work. Any payment schedule will be stated in the Proposal.
4.2 Invoices are payable by the due date shown on the invoice. If no due date is stated, payment is due within 14 days of the invoice date.
4.3 FDC may issue progress invoices, milestone invoices, recurring invoices and invoices for approved Additional Work.
4.4 If an amount is overdue, FDC may give written notice and suspend work or Services until the account is brought up to date. FDC is not responsible for resulting delays caused by a reasonable suspension for non-payment.
4.5 The Client must reimburse reasonable third-party debt recovery costs actually incurred by FDC in recovering overdue amounts, to the extent permitted by law.
4.6 FDC is not required to launch, transfer, release or hand over final websites, source files, credentials or other final deliverables until all amounts due for the relevant project have been paid in full, subject always to any rights the Client has under applicable law.
4.7 Advertising media spend and third-party platform charges may be payable directly by the Client to the platform or in advance to FDC, as stated in the Proposal.
5. Client responsibilities
5.1 The Client must provide information, decisions, approvals, access credentials and Client Content reasonably required for the Services, accurately and within agreed timeframes.
5.2 Unless FDC has expressly agreed to create or verify it, the Client is responsible for the accuracy, completeness and legality of Client Content and for obtaining any required legal or professional review.
5.3 The Client warrants that it has the right to provide and authorise FDC to use Client Content, including text, images, logos, trademarks, data, video, audio and other materials.
5.4 The Client must not provide material that infringes third-party rights, is unlawful, contains malicious code or creates an unreasonable security risk.
5.5 The Client is responsible for maintaining secure control of its own passwords and accounts and for promptly removing access no longer required.
6. Timing, delays and inactive projects
6.1 Any delivery dates are estimates unless FDC expressly agrees in writing that a date is fixed. FDC will use reasonable endeavours to meet agreed schedules.
6.2 Client delays in supplying content, feedback, access or approvals may move the project schedule and may affect FDC’s availability.
6.3 If a project is delayed by the Client for more than 30 days, FDC may reschedule the remaining work according to current availability and invoice work completed and committed third-party costs to date.
6.4 If a project remains inactive because of the Client for 90 days or more, FDC may give written notice that the project will be closed. Restarting a closed project may require a revised scope, Fee and schedule. FDC will not impose a restart charge unless it is reasonable and disclosed before recommencement.
6.5 FDC is not liable for delay caused by events outside its reasonable control, including third-party outages, platform changes, illness, natural disasters, telecommunications failures or delays by the Client or its suppliers.
7. Variations and Additional Work
7.1 A Variation includes a requested change to the scope, deliverables, assumptions, functionality, quantity, strategy, schedule or approved work.
7.2 Where a Variation is material, FDC will explain the change and any additional Fees or timing implications and obtain written approval before proceeding.
7.3 Minor incidental work reasonably necessary to complete the agreed scope may be undertaken without a formal Variation Notice where the additional charge will not exceed one hour at the current Professional Hourly Rate. FDC will advise the Client as soon as reasonably practicable. The Client may request in writing that no unapproved incidental work be undertaken.
7.4 Additional Work may include extra meetings, additional design concepts, repeated revisions beyond the agreed allowance, reformatting unsuitable Client Content, extra content entry, work caused by changed instructions, urgent work created by Client delay, or remediation of third-party changes or failures.
7.5 FDC may pause affected work while a material Variation is being agreed.
8. Approvals and sign-off
8.1 FDC may request approval of briefs, designs, copy, functionality, targeting, creative, development stages, budgets, variations and final deliverables.
8.2 Approvals must be given by an authorised Client representative in writing, including by email or an agreed project management system.
8.3 If FDC requests approval and receives no response within 5 Business Days, FDC may treat the item as delayed and reschedule dependent work. Silence will not by itself constitute final approval of a material deliverable.
8.4 Once an item has been approved, later changes may be treated as a Variation.
8.5 The Client must review final content, links, prices, contact details, legal notices and other factual material before launch or publication.
9. Website design and development
9.1 FDC will build a website to the agreed Specifications using the platform, theme, plugins and integrations identified in the Proposal or reasonably selected for the project.
9.2 Unless otherwise agreed, FDC tests websites on current versions of major modern browsers and common responsive screen sizes. FDC does not guarantee identical presentation on every device, browser, operating system or legacy technology.
9.3 Third-party themes, plugins, APIs, payment gateways, booking systems, fonts and other components remain subject to their own licences and technical limitations.
9.4 Changes made after handover by the Client, another developer, a hosting provider, a plugin vendor or another third party are outside FDC’s control. Work required to investigate or repair resulting issues is Additional Work unless covered by an ongoing support agreement.
9.5 Unless expressly included, the Client is responsible for legal compliance of its website and business, including privacy notices, cookie consent, industry disclosures, terms of sale and accessibility requirements. FDC may assist with implementation but does not provide legal certification.
9.6 Launch is subject to final approval, payment of amounts due, availability of required credentials and third-party systems, and any other dependencies identified in the Proposal.
10. Hosting, maintenance, security and backups
10.1 Hosting, maintenance, security monitoring and backups are only included where expressly stated in the Proposal or a separate hosting or maintenance arrangement.
10.2 FDC will use reasonable care in providing managed hosting and maintenance but does not warrant that any website, server, network or security system will be uninterrupted, invulnerable or error-free.
10.3 FDC may install updates, patches and security measures reasonably required to maintain supported websites. Material changes outside the agreed maintenance scope may be quoted separately.
10.4 Unless FDC provides an active backup service, the Client is responsible for maintaining appropriate backups after handover.
10.5 FDC may temporarily suspend hosting or access where reasonably necessary to address a security incident, legal requirement, misuse or serious risk to systems or other customers, and will notify the Client where reasonably practicable.
11. Third-party platforms, software and licences
11.1 Many Services depend on third-party products and platforms. FDC does not control their availability, pricing, terms, features, algorithms, APIs, security, compatibility or continued operation.
11.2 FDC is not responsible for a third party discontinuing or materially changing a product or service. Reasonable work required to adapt a project to a third-party change is Additional Work unless expressly included in an ongoing support arrangement.
11.3 The Client is responsible for complying with third-party terms applicable to accounts, software and services used for its business.
11.4 Where practical, accounts that are intended to belong to the Client will be established in or transferred to the Client’s name. Some licences may remain held by FDC where the applicable licence requires or permits this.
11.5 Stock assets, fonts, plugins and other licensed materials may only be used in accordance with the applicable licence. A licence does not transfer ownership of the underlying third-party intellectual property.
12. Digital marketing, advertising and analytics
12.1 Digital marketing Services may include SEO, paid search, social advertising, content, email marketing, analytics, reporting, campaign strategy and related work as stated in the Proposal.
12.2 FDC does not guarantee rankings, impressions, traffic, enquiries, sales, revenue, return on advertising spend, lead quality or any other particular commercial result.
12.3 Search engines, advertising networks and social platforms may change algorithms, policies, interfaces, attribution methods and account rules without notice. Such changes are outside FDC’s control.
12.4 Unless otherwise agreed, the Client is responsible for media spend and platform charges. FDC may recommend reallocating approved budgets but will not materially increase the total approved budget without Client approval.
12.5 Analytics and attribution data may be incomplete or affected by privacy settings, cookie restrictions, tracking prevention, platform modelling and third-party technical limitations.
12.6 FDC may pause or decline a campaign that cannot lawfully or practically operate because required approvals, landing pages, privacy disclosures, platform access or other dependencies have not been provided.
13. Content, design and creative services
13.1 Creative work is developed in accordance with the agreed brief. The number of concepts and revision rounds included will be stated in the Proposal or, if not stated, will be reasonable for the scope.
13.2 Requests for additional concepts, substantial redirection after approval or repeated revisions outside scope may be charged as Additional Work.
13.3 The Client is responsible for factual and regulatory accuracy of claims about its products, services, qualifications, prices and business unless FDC has expressly agreed to verify particular information.
13.4 FDC may correct obvious typographical or production errors discovered before publication, but final Client approval remains required.
14. Artificial intelligence and automated tools
14.1 FDC may use appropriate software, automation and AI-assisted tools as part of research, ideation, drafting, design, coding, analysis or production workflows where reasonably suitable for the Services.
14.2 FDC will exercise reasonable professional oversight of material outputs used in final deliverables and will not knowingly upload Client Confidential Information to a public AI service in a manner inconsistent with FDC’s confidentiality obligations.
14.3 AI-assisted outputs can contain errors or similarities to existing material. Final deliverables remain subject to Client review and the other intellectual property and liability provisions of these Terms.
14.4 If the Client supplies AI-generated material, the Client remains responsible for its accuracy, legality and right to use it.
15. Intellectual property
15.1 Client Content and intellectual property owned by the Client before the engagement remain the Client’s property.
15.2 Subject to full payment, the Client receives the ownership or usage rights in final bespoke deliverables expressly stated in the Proposal. If the Proposal is silent, FDC grants the Client a perpetual, worldwide licence to use the final bespoke deliverables for the Client’s business purposes.
15.3 FDC retains ownership of its pre-existing and reusable materials, methodologies, know-how, systems, templates, code libraries, development techniques, processes and other background intellectual property (FDC Background IP). To the extent FDC Background IP is embedded in a final deliverable, FDC grants the Client a licence sufficient to use that deliverable for its intended purpose.
15.4 Third-party intellectual property remains owned by the relevant third party and is subject to its licence terms.
15.5 Unless expressly included, raw, layered, editable or working files are not deliverables. FDC may agree to supply them for an additional Fee, subject to third-party licensing restrictions.
15.6 The Client grants FDC a licence to use Client Content as reasonably necessary to provide the Services.
16. Portfolio, credits and promotion
16.1 Unless the parties agree otherwise in writing or confidentiality reasonably prevents it, the Client permits FDC to identify the Client and display completed, publicly released work in FDC’s portfolio, website, social media, awards entries and promotional materials.
16.2 Unless otherwise agreed, FDC may include a discreet design/development credit and link in the footer of a website created by FDC. The parties may agree to remove or omit the credit.
16.3 FDC may request feedback or a testimonial, but the Client is under no obligation to provide one.
17. Confidentiality and privacy
17.1 Each party must keep the other party’s Confidential Information confidential and use it only for the engagement, except where disclosure is authorised, reasonably required to perform the Services, or required by law.
17.2 FDC may disclose Confidential Information to employees, contractors and professional advisers who need it for the engagement and who are subject to appropriate confidentiality obligations.
17.3 Each party must take reasonable steps to protect credentials and personal information in its possession.
17.4 Where FDC processes personal information on the Client’s behalf, the parties will cooperate to meet applicable privacy obligations relevant to the Services. The Client remains responsible for determining the lawful basis, notices and consents required for its own collection and use of personal information unless otherwise agreed.
17.5 This clause survives termination.
18. Defect rectification
18.1 For 28 days after Finalisation of a website or other technical deliverable, FDC will, without additional professional Fees, rectify reproducible defects that cause the deliverable to materially fail to operate in accordance with the approved Specifications and that are attributable to FDC’s work.
18.2 This defect rectification period does not cover new requirements, preference changes, Client or third-party modifications, content changes, third-party platform changes, malware or security incidents not caused by FDC, or issues arising from unsupported environments.
18.3 Nothing in this clause limits any rights or remedies that cannot lawfully be excluded, including applicable rights under the Australian Consumer Law.
19. Australian Consumer Law
19.1 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other law, where it would be unlawful to do so.
19.2 Where the Australian Consumer Law permits liability for a failure to comply with a consumer guarantee relating to services to be limited, FDC’s liability is limited, at FDC’s option, to supplying the services again or paying the cost of having the services supplied again.
19.3 Any voluntary defect rectification period or other express warranty offered by FDC is in addition to, and does not replace, rights that apply under the Australian Consumer Law.
20. Liability
20.1 To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of opportunity, loss of anticipated savings, loss of goodwill or business interruption, except to the extent such liability cannot lawfully be excluded.
20.2 FDC is not liable for loss caused by third-party products or services, Client instructions, inaccurate Client Content, unauthorised changes by others, or events outside FDC’s reasonable control, except to the extent the loss was caused or contributed to by FDC’s breach, negligence or other liability that cannot lawfully be excluded.
20.3 To the maximum extent permitted by law, FDC’s aggregate liability arising out of an engagement is limited to the Fees paid or payable to FDC for the specific Services giving rise to the claim during the 12 months preceding the event giving rise to liability, or, for a fixed project of less than 12 months, the Fees for that project.
20.4 The limitation in clause 20.3 does not apply to liability that cannot lawfully be limited or excluded.
20.5 Each party must take reasonable steps to mitigate any loss it suffers.
21. Indemnities
21.1 The Client indemnifies FDC against third-party claims, losses and reasonable legal costs to the extent arising from Client Content infringing third-party rights, the Client’s unlawful instructions, or the Client’s material breach of these Terms.
21.2 The indemnity is reduced to the extent that FDC caused or contributed to the relevant loss.
21.3 FDC must give the Client reasonable notice of an indemnified third-party claim and reasonable opportunity to participate in its defence or settlement, provided that no settlement admitting liability on behalf of FDC may be made without FDC’s consent.
22. Suspension and termination
22.1 Either party may terminate an ongoing engagement in accordance with any notice period stated in the Proposal.
22.2 Either party may terminate for a material breach that is capable of remedy if the breach is not remedied within 14 days after written notice.
22.3 FDC may suspend or terminate an engagement on reasonable written notice if the Client repeatedly fails to provide required information or approvals, fails to pay overdue invoices after notice, requests unlawful conduct, seriously compromises security, or where the working relationship has broken down to the extent that continued performance is not reasonably practicable.
22.4 On termination, the Client must pay Fees for Services properly performed up to termination, approved Additional Work and non-cancellable third-party commitments. FDC will not charge for Services not performed merely because the engagement has ended, except for an agreed minimum term or cancellation amount that is expressly stated in the Proposal and lawful.
22.5 After payment of amounts due, FDC will provide any completed deliverables and Client materials that the Client is entitled to receive, subject to these Terms and third-party licensing restrictions.
22.6 Clauses intended by their nature to survive termination, including confidentiality, intellectual property, accrued payment rights, liability, indemnities and dispute resolution, continue after termination.
23. Records, files and archiving
23.1 FDC may retain working files and project records for a reasonable period but does not guarantee indefinite archival or retrieval unless an archival service is expressly agreed.
23.2 After handover, the Client is responsible for keeping copies of final deliverables and data unless FDC is engaged to provide ongoing backups or storage.
23.3 Retrieval of archived material may be charged at the current Professional Hourly Rate where substantial time is required.
24. Dispute resolution
24.1 A party claiming that a dispute has arisen must give the other party written notice describing the issue and the outcome sought.
24.2 The parties must first attempt in good faith to resolve the dispute by direct discussion between people with authority to settle it.
24.3 If the dispute is not resolved within 14 days after notice, either party may propose mediation, including through the Victorian Small Business Commission where appropriate. The parties will cooperate reasonably in arranging mediation.
24.4 Nothing in this clause prevents a party from seeking urgent interlocutory relief, taking reasonable debt recovery action for an undisputed debt, or exercising a right that cannot lawfully be restricted.
24.5 If mediation is not agreed or does not resolve the dispute, either party may commence proceedings in a court or tribunal with jurisdiction.
25. General
25.1 Notices under these Terms must be in writing and may be sent by email to the usual business contact of the receiving party.
25.2 The relationship is that of independent contracting parties. Nothing creates employment, partnership, joint venture or agency between the parties.
25.3 FDC may subcontract parts of the Services but may not assign the entire engagement in a way that materially reduces the Client’s rights without the Client’s consent, except as part of a bona fide sale or restructure of FDC’s business.
25.4 Neither party’s failure to enforce a right is a waiver of that right.
25.5 If a provision is invalid or unenforceable, it is to be read down where possible and otherwise severed without affecting the remaining provisions.
25.6 These Terms and the applicable Proposal constitute the entire agreement concerning the Services and replace prior discussions about the same scope, except for representations that cannot lawfully be excluded.
25.7 The agreement is governed by the laws of Victoria, Australia. The parties submit to the jurisdiction of courts and tribunals competent to hear disputes arising in Victoria.
26. Definitions
Additional Work / Additional Costs: work or costs outside the agreed scope that FDC is entitled to charge under these Terms or an approved Variation.
Business Day: a day other than Saturday, Sunday or a public holiday in Victoria.
Client Content: all information, data, text, images, video, audio, branding, credentials and other materials supplied by or on behalf of the Client.
Confidential Information: non-public information concerning a party’s business, customers, finances, systems, processes or affairs that is confidential by nature or is identified as confidential.
Fees: amounts payable to FDC for the Services, excluding Additional Costs and GST unless stated otherwise.
Finalisation: the point at which FDC provides a deliverable for final approval, handover or launch, as applicable to the project.
FDC Background IP: FDC’s pre-existing or reusable intellectual property, know-how, methods, systems, templates, libraries, processes and tools.
Professional Hourly Rate: FDC’s current hourly rate for professional Services as advised in a Proposal, invoice, rate card or written notice.
Proposal: a proposal, quotation, estimate, statement of work, retainer schedule or other written document describing Services and Fees.
Services: the work FDC agrees to provide under the applicable engagement.
Specifications: the agreed requirements, scope and functional or creative specifications for the Services.
Variation: an agreed change to the scope, deliverables, assumptions, functionality, quantity, strategy, schedule or approved work.
Recommended legal review points
Drafting sources checked (August 2026)
