These Terms and Conditions apply to all proposals, quotes, projects, retained programs and services provided by Zadro Pty Ltd, trading as Zadro.

By approving a quote, proposal, scope of work or written instruction to proceed, the client agrees to these Terms and Conditions.

Quote validity

This quote is valid for three months from the date of issue.

All rates quoted are final unless otherwise agreed in writing.

For any enquiries, please contact your Account Manager or email accounts@zadroagency.com.au.

Payment terms

Zadro’s standard payment terms are 14 days from the date of invoice, unless otherwise agreed in writing.

All invoices must be paid in full by the due date.

Scope of work

Each proposal reflects Zadro’s current understanding of the project, brief, deliverables, timing and required resources at the time of issue.

Any changes to the brief, scope, direction, timing, deliverables, approval process or required level of support may result in additional costs. These may include, but are not limited to, additional time, travel, third-party costs, supplier costs or production costs.

Where additional work is required, Zadro will advise the client and, where appropriate, provide an updated scope of work, quote or estimate.

Credit limit

Zadro applies a client credit limit of AU$8,000.

If the amount owing by the client exceeds this limit, Zadro reserves the right to pause or cease work until the outstanding amount above the credit limit has been paid.

Zadro is not responsible for any delay, missed deadline or project impact caused by work being paused due to non-payment or exceeded credit limits.

Expenses and third-party costs

Expenses incurred while carrying out the project will be invoiced to the client. These may include, but are not limited to, travel, taxis, rideshare services, international telephone costs, international payment fees, postage, couriers, parking, image purchases, web developers, media monitoring, printers, fonts, production suppliers and other associated project costs.

A 15% administration fee is charged for managing external supplier invoices and third-party costs.

A project sundries allowance may be included in quotes. Zadro recommends allowing approximately 5% of the project fee for incidental project costs. Sundries will only be invoiced where actual costs are incurred.

Where Zadro incurs costs for receiving funds from companies or entities based outside Australia, these costs will be passed on to the client in the same or next invoice.

Confidentiality

Zadro will treat all confidential information shared by the client as confidential and will use it only for the purpose of delivering the agreed services.

Confidential information includes, but is not limited to, business plans, strategies, financial information, stakeholder information, unpublished materials, sensitive issues, campaign plans, internal documents and any information marked or reasonably understood to be confidential.

This confidentiality obligation does not apply to information that is publicly available, already known to Zadro, independently developed by Zadro, or required to be disclosed by law.

Intellectual property and materials

All client-owned materials, intellectual property, trademarks, brand assets, confidential information, data, documents and source materials provided to Zadro remain the property of the client.

Unless otherwise agreed in writing, all final approved materials created by Zadro for the client as part of the agreed scope of work will become the property of the client once all related invoices have been paid in full.

Zadro retains ownership of its pre-existing intellectual property, including but not limited to methodologies, templates, processes, tools, frameworks, know-how, concepts and strategic approaches developed independently of the client project.

Draft concepts, unused creative ideas, working files, internal notes and materials not selected or approved as final deliverables remain the property of Zadro unless otherwise agreed in writing.

Third-party materials, including stock imagery, fonts, software, media monitoring tools, platforms and supplier materials, remain subject to the licence terms of those third-party providers.

Client approvals and sign-off

The client is responsible for reviewing and approving all communications, marketing materials, creative assets, advertising, media materials, website content, social media content, campaign materials and other deliverables before they are published, printed, distributed or otherwise released.

Once final approval has been provided, any further changes requested by the client may be treated as additional work and charged accordingly.

Where sign-off has been granted and assets have been created, produced, booked, published or supplied to third parties, changes requested after this point may incur additional costs.

Zadro is not responsible for errors, omissions or issues in materials that have been approved by the client.

Client responsibilities

The client agrees to provide timely access to information, approvals, feedback, people, platforms, brand assets and materials required for Zadro to deliver the agreed services.

The client is responsible for ensuring that information supplied to Zadro is accurate, complete and approved for use.

Where delays occur because information, feedback, approvals or access are not provided by the client, Zadro may need to revise the project timeline, scope or budget.

Non-payment

If an invoice remains unpaid after 60 days, Zadro reserves the right to refer the matter to a debt-collection agency.

The client will be responsible for any reasonable costs incurred by Zadro in recovering overdue amounts, including debt-collection costs, legal costs and associated administration costs, to the extent permitted by law.

Zadro reserves the right to pause or cease work on any current project or retained program while invoices remain overdue.

One-off projects

For one-off projects, a 50% deposit is required before work commences.

The remaining 50% is payable upon delivery of the project, unless a different payment arrangement has been agreed in writing by both parties.

Work will not commence until the deposit has been received, unless otherwise agreed in writing.

Retained programs

All retained programs are billed at the beginning of each month, unless otherwise agreed in writing.

If hours worked exceed the monthly contracted amount by more than 10 hours, the additional time will be billed in the relevant month.

Any additional hours worked beyond the monthly retained hours, including any additional hours worked before cessation of the contract, will be invoiced to the client.

Unless otherwise agreed in writing, retained hours do not roll over from month to month.

Delayed, changed or paused projects

Where a project is delayed due to client issues, additional costs may apply.

If a client delays the rollout, approval or completion of a project, payments already made will not necessarily be refunded.

Paid projects must be used within the same financial year unless otherwise agreed in writing with Zadro.

If deliverables associated with events, campaigns, public relations activities or communications programs are delayed due to a change in client priorities, event timing, global events, illness, public health requirements, travel disruption, supplier delays or other circumstances outside Zadro’s control, Zadro may require an amended scope of work, revised timeline and revised budget before additional work is undertaken.

Zadro is not liable for additional work required to market, promote, reposition, update or relaunch events, campaigns or public relations activities where dates are changed, postponed or cancelled by the client or event organiser.

If an event organiser or client changes event dates, the client is responsible for any additional work required to promote or support the event.

For projects already underway, Zadro reserves the right to cease work after a three-month delay if arrangements for a new scope of work, timeline or budget have not been agreed.

Zadro reserves the right to refuse the movement of a project beyond the end of a financial year without prior written agreement.

Event attendance and travel disruption

If a Zadro representative attends an event as part of an agreed scope of work, the client is responsible for approved travel, accommodation and associated expenses.

If travel plans to or from the event are impacted due to isolation requirements, quarantine requirements, cancellation, illness, travel disruption, border restrictions, weather events, public health requirements or other circumstances outside Zadro’s control, the client will be responsible for the associated costs.

These costs may include, but are not limited to, flights, accommodation, meals, transfers, telephone, internet and other reasonable associated expenses.

Where a Zadro representative cannot work due to impacted travel, isolation, restricted movement or disruption outside Zadro’s control, the client will be charged AU$850 per day per Zadro representative.

Out of business hours work

Zadro’s standard business hours are Monday to Friday, excluding public holidays.

For crisis communications, urgent work, unplanned work or work required outside standard business hours, Zadro may charge an additional 25% fee on top of the client’s current hourly rate or agreed project rate.

Meeting recording and AI note-taking

Zadro meetings may be recorded and/or transcribed using an AI-powered tool, such as Otter.ai, Fyxer.ai or another approved platform, in line with Zadro’s Meeting Recording and AI Note-Taking Policy.

Recordings and transcripts are used to support accurate note-taking, collaboration, project management and follow-up.

Recordings and transcripts are used for internal business purposes only, unless otherwise agreed with the client.

Zadro will take reasonable steps to store recordings and transcripts securely and to limit access to relevant team members.

Zadro will only use AI tools that are selected with regard to Australian privacy obligations and appropriate data protection standards.

By joining a Zadro meeting, participants consent to the meeting being recorded and/or transcribed. If a participant does not consent, they must notify Zadro before or at the start of the meeting.

Where sensitive or confidential information is being discussed, the client may request that recording or AI transcription is not used for that meeting.

Privacy

Zadro will handle personal information in accordance with applicable Australian privacy laws and Zadro’s privacy obligations.

The client is responsible for ensuring that any personal information supplied to Zadro has been collected and shared lawfully and may be used for the purpose of delivering the agreed services.

Limitation of liability

To the extent permitted by law, Zadro is not liable for indirect, consequential or special loss, including loss of profit, loss of revenue, loss of opportunity, reputational damage, business interruption or loss arising from delays, third-party suppliers, platform changes, media decisions, client approvals, event changes or circumstances outside Zadro’s control.

Nothing in these Terms and Conditions excludes, restricts or modifies any rights, guarantees or remedies that cannot be excluded under Australian law.

Third-party suppliers and platforms

Zadro may engage third-party suppliers or use third-party platforms to deliver services, including but not limited to designers, developers, printers, media monitoring services, software providers, digital platforms, AI tools and production suppliers.

Zadro is not responsible for changes, outages, errors, delays, policy changes or technical issues caused by third-party suppliers or platforms.

Where third-party supplier costs are required, these will be passed on to the client in accordance with these Terms and Conditions.

Media relations and campaign outcomes

Zadro will use its professional skill, experience and judgement to deliver the agreed services.

However, Zadro cannot guarantee media coverage, publication, journalist attendance, stakeholder response, campaign results, sales outcomes, event attendance, social media performance, website traffic, lead generation or other third-party actions unless expressly agreed in writing.

Termination

Either party may terminate a project or retained program in accordance with the agreed proposal, scope of work or written agreement.

For retainers whereby the terms are six months or more, a written 30-day notice is required to terminate.

Where no specific termination period has been agreed, either party may terminate a retained program by providing 20 days’ written notice.

The client remains responsible for all work completed, costs incurred, third-party supplier commitments and approved expenses up to the date of termination.

Deposits, prepaid fees and supplier costs may not be refundable where work has commenced or costs have been incurred.

Governing law

These Terms and Conditions are governed by the laws of New South Wales, Australia.

The parties agree to submit to the jurisdiction of the courts of New South Wales.