TERMS & CONDITIONS
Blushing Pixel Media – Terms & Conditions
Last updated:28th November 2025
1. Definitions
“BPM” means Blushing Pixel Media, ABN 44181153952
“Client” means the person, business, or entity engaging BPM for services.
“Services” means any project, retainer, deliverable, or consultation provided by BPM.
“Agreement” means these Terms and any written Proposal or Scope of Work issued by BPM.
“Direct Debit” means automated payments via a nominated payment method.
“Deliverables” means the output of any Service, including designs, strategy, campaigns, reports, or assets.
2. Scope of Engagement
2.1 All engagements with BPM are governed by these Terms unless otherwise agreed in writing.
2.2 A Proposal or Scope of Work may define deliverables, timelines, costs, and payment structure. Once accepted, this forms part of the Agreement.
2.3 BPM operates as both a strategic and operational marketing partner. Our services may include strategy, digital execution, campaign management, design, consulting, or technical development.
2.4 Entire Agreement
The Proposal and these Terms together form the entire agreement between the parties. No verbal or informal agreements will override these Terms unless confirmed in writing by BPM.
3. Payment Terms
3.1 All clients must be on direct debit unless otherwise agreed. BPM may, at its discretion, offer 7-day payment terms in writing.
3.2 For ongoing retainers and performance services, invoices are issued in advance and must be paid prior to the start of the service period.
3.3 For project-based work, a minimum 50% deposit is required to commence. Further staged payments may apply depending on the size and complexity of the project. No final files will be released until the account is paid in full.
3.4 In many cases (e.g. organic social, performance marketing), BPM may work in advance of payment being received. This includes activities such as building landing pages or preparing content. The Client agrees that payment for such work is still required under the agreed terms, even if the benefit or output is delivered prior to payment.
3.5 In the event of failed or missed payment:
· Work will immediately cease without further notice.
· BPM reserves the right to revoke access to accounts, campaigns, and assets until payments are resolved.
· After 14 days overdue, outstanding debts may be handed to a collection agency. The Client will be liable for all recovery and legal costs.
· Any bank fees or charges arising from failed direct debits will be on-charged to the Client, along with a $25 + GST administrative fee per failed transaction.
· Interest may be charged on overdue amounts at 10% p.a. calculated daily.
· Directors and company officers may be held jointly and severally liable for unpaid debts
3.6 Ad Platform Spend
Ad platform spend (such as Meta, Google, or other third-party platforms) is billed directly by those platforms. BPM is not responsible for platform billing issues, payment failures, overspend, account flags, or account suspension arising from the Client’s payment method, platform settings, or account status.
3.7 Project cancellation and change of mind
For project-based work, the initial deposit is non-refundable once work has commenced. This covers time spent on discovery, research, planning, design or technical setup, as well as any tools or assets purchased for the project. If the Client cancels a project after work has started, BPM may invoice for work completed to date on a pro-rata basis, in addition to retaining the deposit. Change of mind by the Client does not remove the obligation to pay for work already completed.
4. Termination
4.1 Either party may terminate the Agreement with 60 days’ written notice. Notice will begin from the 1st of the following month after notice is received.
4.1A Minimum Terms
Where a minimum engagement period is specified in the Proposal, the full minimum term applies and is payable regardless of early termination.
4.1B Six-Month Commitment
For all performance marketing retainers, strategy retainers, or ongoing management services, the Client agrees to a minimum six (6) month commitment. This commitment ensures stability, consistent data, and the ability for BPM to deliver meaningful performance outcomes. It also allows BPM to reserve and hold internal capacity for the Client’s work, ensuring priority access to resources, planning, and ongoing strategic support. Early termination within the initial six-month period requires all remaining monthly fees to be paid in full.
4.2 During the notice period, all agreed payments remain due and payable, and BPM will continue delivering services as scheduled.
4.3 Immediate termination is permitted if a material breach occurs and is not resolved within 14 days of notice.
4.4 BPM may retain any work, designs, access, or platforms until outstanding balances are paid.
4.5 If the Client terminates one service within a multi-service retainer, the 60-day notice still applies. Partial service cancellations are treated as full contract terminations unless otherwise agreed.
4.6 Pausing of Services
Pausing campaigns, retainers, or project work does not pause retainer fees unless expressly agreed in writing. Resources are allocated in advance and cannot be held without payment.
5. Intellectual Property & Ownership
5.1 All background IP, frameworks, templates, and strategic processes remain the property of BPM.
5.2 Deliverables created specifically for the Client (e.g. designed assets, reports, ad campaigns) become the Client’s property once the account is paid in full.
5.3 BPM retains the right to showcase non-confidential client work for promotional purposes unless otherwise agreed.
5.4 Working and source files
Unless otherwise agreed in writing, BPM will supply final deliverables in standard formats suitable for use (for example: PDF, PNG, JPG, MP4, or similar). Working or source files, including editable design files, project files, templates, or underlying frameworks, remain the property of BPM and are not included in the Deliverables by default. Where release of working files is requested, this may be quoted and billed separately.
6. Client Responsibilities
6.1 Clients must provide timely access to all necessary accounts, assets, logins, content, and approvals.
6.2 Where feedback or content is required, the Client must respond within reasonable timeframes. If a project stalls due to Client inaction for 14+ days, BPM may:
Pause the work and invoice for work completed to date;
Extend any agreed timelines without penalty; and/or
Apply an additional delay fee of $220 + GST per week for projects held up by Client delays.
6.3 BPM is not responsible for delays caused by third-party contractors, suppliers, or delays in approvals or deliverables outside of our control.
6.4 If Client delays result in additional costs (e.g. rebooking resources, ad platform reinstatement fees, third-party penalties), these costs will be on-charged to the Client in full.
6.5 Communication & Urgent Requests
Communication must remain within reasonable business hours unless otherwise agreed. Excessive, urgent, or unplanned requests outside the agreed Scope of Work may incur additional fees.
7. Strategic & Performance Marketing Disclaimer
7.1 While BPM uses industry best practices, experience, and due diligence, results from SEO, paid media, social media, EDMs, websites, or any other marketing activity, including strategic advice, are not guaranteed.
7.2 Outcomes depend on various external factors outside BPM’s control, including (but not limited to) market demand, algorithms, budget, competition, conversion pathways, the Client’s sales processes, and the quality and performance of the Client’s website, creative assets, and artwork.
7.3 Marketing strategy and recommendations are designed to work when implemented as intended. If the Client does not implement advice in the recommended way, fails to provide necessary information or approvals, or does not meet agreed responsibilities — including maintaining a functional website, providing suitable creative assets, or allowing BPM to update them. BPM will not be liable for any reduced results or missed opportunities.
7.4 Marketing inherently involves testing and adaptation. Even with complete information, high-quality creative, and a well-executed strategy, some initiatives may deliver above expectations and others may underperform. BPM will act with intent, care, and professional judgment, but the Client acknowledges that variability is a normal part of marketing activity.
7.5 Performance retainers are not tracked by hours. Fees reflect value, planning, delivery, creative, optimisation, strategic direction, and any necessary up-front work such as the creation of multiple ad sets, landing pages, EDM campaigns, or other campaign materials, which may require significant time and expense in advance.
7.6 Ad Platform Payment Failures
If advertising campaigns pause, under-deliver, lose traction, or incur higher costs due to failed or delayed payment of ad spend by the Client, BPM is not responsible for any disruption, reduced performance, or lost opportunities arising from those payment issues.
8. Revisions & Content
8.1 Projects include up to two rounds of revisions unless otherwise specified. Additional revisions will incur extra charges.
8.2 Spelling or grammatical errors caused by BPM will be corrected at no cost. Content or direction changes outside of original scope may be quoted separately.
8.3 All content must be proofed by the Client before final approval. BPM is not liable for errors after sign-off.
9. File Recovery & Offboarding
9.1 Upon request and payment of final invoices, BPM will provide final deliverables in agreed formats.
9.2 File recovery after a project is complete or contract is terminated will be charged at $220 + GST per hour with a one-hour minimum, payable in advance.
9.3 Files are retained for 12 months after termination unless otherwise agreed.
9.4 All access to BPM-managed platforms, software, or hosting environments will be revoked 5 business days after the termination date unless a transition plan is pre-agreed.
10. AI, Data & Website Projects
10.1 BPM may use artificial intelligence technologies and data-driven platforms to enhance efficiency, performance, or creative delivery. While we take care to ensure outputs meet quality standards, final review and approval of AI-generated or automated content remains the Client’s responsibility.
10.2 BPM may build or manage websites, landing pages, or digital infrastructure. Hosting, domain registration, and third-party platforms are the responsibility of the Client unless
explicitly managed by BPM. Any third-party costs or subscriptions will be passed through to the Client.
10.2A Account Ownership
All ad accounts, Business Managers, CRMs, websites, analytics accounts, hosting environments, and domain assets must remain owned by the Client. BPM will not build accounts under BPM ownership unless explicitly agreed in writing. Access may be revoked if invoices remain outstanding.
10.3 Support, fixes, and updates post-launch are not included unless specified in the scope of work. These services are billed separately.
10.4 BPM does not act as a data controller or custodian of end-customer data unless explicitly stated. The Client is responsible for compliance with privacy, legal, and regulatory obligations relating to user or customer data.
10A. Website Development, Updates & Technical Work
10A.1 Website updates, development, or technical fixes are based on the scope outlined in the Proposal. Any work outside the agreed scope, including additional pages, integrations, plugins, forms, design updates, or troubleshooting unrelated issues, will be quoted separately.
10A.2 Websites, landing pages, and related marketing platforms require ongoing maintenance. BPM is not responsible for plugin failures, hosting outages, server issues, third-party updates, DNS issues, or security breaches unless BPM is engaged under a separate maintenance agreement that explicitly covers those items. BPM is not responsible for downtime, performance issues, or data loss caused by the Client’s hosting provider, software environment, or third-party tools
10A.3 The Client must provide all required logins, assets, approvals, and content prior to work commencing. Delays in receiving required access or content may extend timelines without penalty to BPM.
10A.4 BPM will take reasonable care when making website updates, but the Client is responsible for reviewing and approving all changes. BPM is not liable for issues arising from pre-existing website errors, outdated plugins or themes, poor quality hosting environments, or conflicts between third-party tools and software.
10A.5 Emergency fixes, post-launch support, or troubleshooting outside the agreed scope are billed at BPM’s standard hourly rate unless otherwise agreed in writing.
10A.6 Post-launch Warranty
For new website builds or major rebuilds, BPM will provide a 30-day post-launch warranty period for bug fixes relating directly to the work delivered under the agreed scope. This warranty does not include new features, design changes, third-party conflicts, hosting issues, content changes, or problems arising from changes made by the Client or any third party after launch. Any work outside this warranty period or outside the original scope will be billed at BPM’s standard hourly rate.
10A.7 Urgent Website Changes
Standard website updates will usually be scheduled within a reasonable timeframe agreed with the Client. Where the Client requests urgent work with turnaround times shorter than BPM’s usual availability, and the request is not due to an error by BPM, this work may be charged at a higher hourly rate or a minimum urgent fee, which will be communicated and agreed before commencement.
10A.8 Platform & Template Limitations (Squarespace, Wix, Shopify, Webflow, etc.)
Many website platforms (including Squarespace, Shopify, Wix, and similar template-based systems) have built-in design, layout, SEO, speed, and functionality limitations that cannot be overridden by BPM. The Client acknowledges that these platforms may restrict customisations, integrations, page speed optimisation, or specific technical features. BPM is not responsible for any limitations, errors, performance issues, reduced speed, or restrictions caused by the platform’s native features, template structure, coding framework, or hosting environment. Any changes to platform features, pricing, policies, third-party apps, or system updates are outside BPM’s control and may impact functionality, design, or performance.
10A.9 Templates & Licensing
BPM may use platform-native templates, themes, fonts, or design frameworks as part of a website build. Licensing for these templates or any third-party integrations, plugins, or themes remains the responsibility of the Client unless otherwise specified in writing. BPM is not responsible for template bugs, deprecated features, template updates, or any limitations inherent in the template architecture.
10B. Organic Social Media Services
10B.1 Organic social media services require clear strategic foundations before posting begins. This includes content pillars, audience personas, messaging direction, and visual guidelines. No organic social media work will be undertaken until these foundations are completed or supplied. If BPM is required to create these items, additional fees will apply.
10B.2 The number of posts per week or month will be outlined in the Proposal. Posts may be created and scheduled in advance, and scheduling is based on the agreed content calendar. Work completed in advance is billable regardless of whether the Client uses, delays, or changes the content.
10B.3 The Client must provide timely content, brand assets, photography, video, captions, or direction where required. If content is not provided, BPM may use stock or existing brand assets, replace missing content with alternative posts, or charge additional fees for content production.
10B.4 If the Client fails to provide content, approvals, or required direction within the agreed timelines, BPM may extend content delivery dates, adjust the posting schedule, or invoice for work already completed.
10B.5 Organic social performance is influenced by platform algorithms, audience behaviour, and external factors outside BPM’s control. BPM does not guarantee reach, engagement, follower growth, or sales from organic social media activity.
10B.6 Revisions to social content are limited to one round unless otherwise specified in the Scope of Work or Proposal. Additional revisions, direction changes, or brand shifts will be charged separately.
11. Confidentiality & NDA
11.1 Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement.
11.2 BPM may request a formal NDA be signed depending on the nature of the engagement. Any confidential information disclosed by either party must not be used or shared with third parties without express permission.
12. White Label Work
12.1 BPM may deliver services under a white label arrangement, either for agencies or third parties. In such cases, BPM remains the legal owner of its processes, systems, and working files unless otherwise agreed.
12.2 All third-party agreements must acknowledge BPM’s rights to fair attribution (unless expressly waived) and respect confidentiality of workflows, documentation, and creative materials.
13. General Terms & Legal Conditions
13.1 These Terms are governed by the laws of NSW.
13.2 Any disputes will be attempted to resolve through good faith negotiation before legal action is taken.
13.3 If any clause in this Agreement is deemed unenforceable, the remaining provisions remain in effect.
13.4 The Client agrees to be liable for all costs and legal expenses (on an indemnity basis) incurred by BPM in recovering unpaid amounts or enforcing these terms. Company directors or authorised signatories may also be held personally liable where applicable.
13.5 Limitation of Liability
To the fullest extent permitted by law:
· BPM will not be liable for any indirect, special, or consequential loss or damage, including loss of profit, revenue, data, or business opportunities.
· BPM’s total aggregate liability for any claim relating to this Agreement (including negligence) is limited to the total fees paid by the Client to BPM in the three (3) months immediately preceding the event giving rise to the claim.
· Nothing in this clause excludes liability for fraud, wilful misconduct, or any liability that cannot be excluded by law.
13.6 Director Guarantee
Where the Client is a company, the person signing this Agreement on behalf of the company warrants that they are authorised to do so and personally guarantees the payment of all amounts owing under this Agreement. This guarantee is ongoing and is not affected by the company being wound up, liquidated, or placed into administration
13.7 Amendments to Terms
BPM may update these Terms from time to time. The most current version will apply to all ongoing and future Services. Clients will be notified of material changes in writing. Continued engagement with BPM after notification of changes will be deemed acceptance of the updated Terms.
14. Force Majeure
14.1 Neither party shall be held liable for failure or delay in performing obligations under this Agreement if such failure is due to circumstances beyond reasonable control, including but not limited to natural disasters, labour disputes, pandemics, internet outages, acts of war, or delays by third-party suppliers or subcontractors.