Terms & Conditions

Fees for our services are as set out in the applicable proposal or service agreement. All fees are quoted exclusive of applicable taxes (including VAT/GST) unless otherwise stated.

• Invoices are issued as per the agreed billing schedule (monthly, milestone-based, or project-based)
• Payment is due within 14 days of invoice date unless otherwise agreed in writing
• We reserve the right to charge interest on overdue invoices at a rate of 2% per month (or the maximum rate permitted by law) on any outstanding balance
• We may suspend services if payment is more than 30 days overdue

Unless included in your agreed fee, you will be responsible for reimbursing reasonable out-of-pocket expenses incurred in delivering the services (e.g. ad spend, stock imagery, software licences, travel), subject to prior approval.

We reserve the right to adjust our fees with at least 30 days' written notice. Continued use of our services after the effective date of a price change constitutes acceptance of the new fees.

Any advertising spend (e.g. Google Ads budget, Meta Ads budget) is separate from our management fees unless explicitly stated otherwise. You are responsible for funding and authorising all ad spend directly to the respective platforms.

We retain ownership of all intellectual property rights in our pre-existing materials, methodologies, tools, frameworks, templates, and know-how ("Our IP"). Nothing in these Terms transfers any of Our IP to you.

Subject to full payment of all applicable fees, we grant you a non-exclusive, perpetual, worldwide licence to use deliverables created specifically for you under a service agreement. Ownership of custom deliverables (e.g. website code, creative assets) transfers to you upon receipt of full payment, unless otherwise agreed.

You retain ownership of all intellectual property rights in materials you provide to us ("Your Materials"). You grant us a non-exclusive, royalty-free licence to use Your Materials solely to the extent necessary to provide the services.

Unless you expressly request otherwise in writing, we reserve the right to reference your company name and describe the nature of our work together (without disclosing confidential information) in our portfolio, case studies, and marketing materials.

To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, or loss of business opportunity, arising out of or in connection with these Terms or the services, even if advised of the possibility of such damages.

Our total aggregate liability to you arising out of or in connection with these Terms or the services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to us in the 3 months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited by applicable law

These Terms remain in effect for as long as you use our website or services, or as specified in your service agreement.

Unless otherwise specified in a service agreement, either party may terminate an ongoing engagement by providing 30 days' written notice. Retainer agreements may specify different notice periods.

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to remedy the breach within 14 days of notice
• Becomes insolvent, enters administration, or makes an arrangement with creditors
• Engages in fraudulent, illegal, or unethical conduct

Upon termination: (a) all outstanding fees become immediately payable; (b) each party shall return or destroy the other's Confidential Information; (c) we will provide reasonable transition assistance at our standard rates if requested; (d) provisions that by their nature survive termination shall continue to apply.

We warrant that:

• We have the right and authority to enter into these Terms
• We will perform services with reasonable skill and care
• Our deliverables will not knowingly infringe any third-party intellectual property rights

Our website is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the website will be uninterrupted, error-free, or free of viruses or other harmful components.

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of the jurisdiction in which Stremeline Digital is registered, without regard to its conflict of law provisions.

In the event of a dispute, both parties agree to first attempt to resolve the matter in good faith through informal negotiation. If the dispute cannot be resolved within 30 days of one party notifying the other, either party may refer the dispute to mediation before pursuing litigation.

Subject to the above, both parties submit to the exclusive jurisdiction of the courts of the applicable governing jurisdiction for the resolution of any disputes not resolved through negotiation or mediation.

These Terms, together with any applicable service agreement, proposal, or statement of work, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions, representations, and agreements.

We may update these Terms from time to time. Updated Terms will be posted on our website with a revised "Last updated" date. Continued use of our website or services following notification of changes constitutes acceptance of the updated Terms.

Failure or delay by either party to enforce any provision of these Terms shall not constitute a waiver of that party's rights to enforce it subsequently.

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of our assets.

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Stremeline Digital acts as an independent contractor.

All notices under these Terms shall be in writing and sent to the contact details specified in the applicable service agreement, or in the absence of a service agreement, to the email addresses listed in these Terms.