General Terms & Conditions

Effective 1st of January 2023

Table of Contents

1. The Terms of Contract
2. Scope of Services
3. Client Responsibilities
4. Fees & Payment
5. Term & Termination
6. Intellectual Property & Portfolio Rights
7. Limitation of Liability & Warranties
8. Confidentiality & Data Security
9. Dispute Resolution
10. General & Legal Terms
11. Website Terms & Conditions
12. Marketing Package Terms
13. Stadium Signage Terms

Definitions

• For the purposes of these Terms, the following definitions apply:
  • Agreement / Contract / Terms: The legally binding contract formed between Loveridge and the Client, comprising these Terms & Conditions, any accepted Proposal, SOW, Invoice, Service Terms, and applicable policies.
  • Loveridge / LRD / We / Us / Our: Refers collectively to Loveridge Designs Limited (Company Registration No: 646255), Loveridge Digital (ABN 36 344 047 201), and Loveridge Digital Pty Ltd (ABN 90 661 147 717), including any subcontractors, agents, or employees acting on our behalf.
  • Client / You / Your / Customer: The individual or business entity engaging Loveridge for services under these Terms.
  • Statement of Work (SOW): A document issued by Loveridge that outlines deliverables, scope, timelines, fees, milestones, and responsibilities specific to an engagement.
  • Proposal / Quote: A commercial offer provided to the Client outlining estimated costs, inclusions, and terms. Upon acceptance, it forms part of the Contract.
  • Services: All work and deliverables provided by Loveridge, including but not limited to marketing strategy, digital advertising, graphic and web design, content creation, video production, software development, consulting, hosting, and training.
  • Deliverables: Any tangible or digital assets, outputs, or results created by Loveridge as part of the Services, including strategy documents, campaigns, designs, websites, video/photo content, and reports.
  • Fixed-Term Contract: A service agreement with a locked duration (e.g., 6 or 12 months), auto-renewed unless cancelled with appropriate notice.
  • Ongoing / Monthly Contract: A rolling, month-to-month engagement continuing until terminated in accordance with Section 5.
  • Out-of-Scope: Any request, service, or deliverable not expressly included in the most recent SOW, quote, or agreed scope.
  • Fees: The amounts payable by the Client to Loveridge for the provision of Services, as stated in invoices, quotes, or SOWs, including applicable taxes.
  • Raw Files / Working Files: Unedited or source files such as .AI, .PSD, .PRPROJ, .INDD, raw video or photo files, staging environments, and templates. Not included in Deliverables unless explicitly licensed.
  • Intellectual Property / IPR: All intellectual property rights including but not limited to copyrights, trademarks, designs, patents, trade secrets, software code, moral rights, and confidential know-how, whether registered or unregistered.
  • Login Credentials: Any usernames, passwords, or authentication data provided to Loveridge to access the Client’s systems or platforms.
  • Force Majeure: An event beyond a party’s reasonable control that prevents the fulfilment of obligations, including but not limited to natural disasters, pandemics, war, government restrictions, cyberattacks, or infrastructure failure.
  • Notice: Any written communication required under this Agreement, which may be sent by email unless otherwise specified.
  • Maintenance Program: An ongoing support arrangement covering website upkeep, security patches, content updates, and platform monitoring, as outlined in a separate agreement or SOW.
  • Indemnity: The Client’s obligation to compensate Loveridge for any loss, liability, or cost incurred as a result of a breach, act, or omission by the Client.
  • Chargeback: Any unauthorised attempt by the Client to reverse or dispute a valid payment through their bank or payment provider. Treated as a material breach.
  • Project Restart Fee: A fee charged by Loveridge when a project is paused due to Client inaction and must be reallocated into the production schedule (see Section 3).

1. The Terms Of Contract

1.1 Parties and Applicability

These General Terms & Conditions (“Terms”) apply to the provision of any services by Loveridge Designs Limited (Company Registration No: 646255), Loveridge Digital (ABN 36 344 047 201), and Loveridge Digital Pty Ltd (ABN 90 661 147 717) — collectively referred to as “Loveridge”, “LRD”, “LD”, “we”, “us”, or “our” — to any customer, client, individual, or entity (collectively referred to as “you”, “your”, “Client”, or “Customer”).

These Terms apply regardless of whether the engagement is based on:

• A formal Statement of Work (SOW),
• A signed proposal or quote,
• An invoice,
• An email confirmation, or
• Commencement of work following verbal or written instruction.

These Terms form a legally binding agreement between Loveridge and the Client.

1.2 Contract Composition

Unless expressly varied in writing by Loveridge, your contract with us (the “Contract”) is composed of:

1.2.1 These General Terms & Conditions;
1.2.2 Any applicable Service Terms or Appendices (e.g., for Websites, Marketing, Signage);
1.2.3 Any specific SOW, Proposal, Quote, or Invoice issued by Loveridge;
1.2.4 Loveridge’s Acceptable Use Policy;
1.2.5 Loveridge’s Privacy Policy.

Where no formal SOW is provided, any written or verbal communication confirming deliverables, scope, timeline, or pricing will be deemed to constitute an agreement to these Terms.

1.3 Acceptance of Terms

You accept these Terms by doing any of the following:

• Signing an SOW, quote, or proposal;
• Sending written or verbal acceptance via email, phone, or message;
• Paying a deposit or invoice issued by Loveridge;
• Allowing Loveridge to commence any work at your instruction;
• Accessing or using any deliverables provided by Loveridge.

1.4 Precedence and Conflicts

If there is a conflict between these Terms and any SOW or Quote:

• The SOW will take precedence to the extent of the inconsistency;
• All other provisions in these Terms remain in full effect.

If a term is ambiguous, it will not be interpreted against Loveridge merely because we drafted it.

1.5 Updates and Amendments

Loveridge reserves the right to amend these Terms at any time. Updated Terms will be published on our website at:

📍 https://loveridgedigital.com/general-terms-service/

Notice periods will vary based on the type of change:

• Immediate for changes that benefit you or protect system security/integrity;
• Reasonable notice for changes required by law;
• Minimum 30 days’ written notice for material changes such as fee increases.

It is your responsibility to check our website periodically for changes. Continued use of our services after the notice period constitutes acceptance of the updated Terms.

1.6 Superseding Effect

These Terms override any previous oral or written agreement, correspondence, or understanding between you and Loveridge unless explicitly varied in writing and signed by an authorised officer of Loveridge.

1.7 Authority to Bind

If you are entering into this agreement on behalf of a company or other legal entity, you warrant that you have the authority to bind that entity to these Terms. You indemnify Loveridge against any loss arising from a breach of this warranty.

2. Scope of Services

2.1 General Scope

Loveridge provides creative, digital, and technical services which may include (but are not limited to):

• Marketing strategy and campaign management
• Paid advertising (e.g. Meta, Google, TikTok)
• Design (graphic, motion, branding)
• Content creation (photo, video, copywriting)
• Website design, development, and hosting
• Social media and email marketing
• Consulting, training, or ongoing support

These services are delivered in accordance with either:

• A formal Statement of Work (SOW),
• A written or verbal quote, invoice, or proposal accepted by the Client, or
• A time-based or deliverables-based agreement governed by these Terms.

2.2 Engagement Types

Services may be structured as:

• Retainer Services: Time-based monthly allocations (e.g. 10 hours/month);
• Fixed-Scope Projects: Based on specific milestones, outcomes, or deliverables;
• One-Off Services: Standalone outputs without ongoing commitment;
• Ongoing Month-to-Month: Auto-renewed services that may be terminated with notice per Section 5.

Unless otherwise agreed in writing, unused time in retainers is forfeited, and scope is locked to the inclusions defined in your most recent quote, invoice, or SOW.

2.3 Time Tracking and Billing

• All billable time is tracked in 6-minute increments (0.1 hrs) and rounded up.
• Work outside standard business hours (Monday–Friday, 9 am–5 pm AEST), on weekends, or public holidays may be billed at Double Time (2x).
• Loveridge will determine which staff are required and allocate them at its discretion.

2.4 Scope Changes and Out-of-Scope Work

• Any service, task, or request not explicitly listed in your agreed scope will be treated as out-of-scope and billed at our current hourly rates without further approval.
• Loveridge may issue a scope clarification notice to confirm changes, but failure to receive written rejection will be deemed acceptance.
• Any “urgent”, “priority”, or “rush” requests (under 48 hrs turnaround) may incur a surcharge.

2.5 Deliverables and Acceptance

Deliverables include final files, documents, assets, campaigns, strategies, code, websites or configurations that meet the specifications in the agreed scope.

Deliverables are:

• Delivered digitally via Google Drive, shared folders, email, or cloud platforms;
• Deemed accepted unless the Client raises a material issue within five (5) business days of delivery;
• Not subject to revision or refund unless agreed in writing by Loveridge.

2.6 Third Parties and Subcontractors

Loveridge may, at its discretion, use third-party tools, platforms, or subcontractors to assist in service delivery. This includes but is not limited to web hosting providers, freelance creatives, and advertising platforms.

The Client:

• Agrees to third-party usage as part of the service delivery model;
• Remains responsible for all third-party accounts or billing not directly controlled by Loveridge;
• Accepts that changes made by third parties (e.g. Facebook account bans, API changes) may impact service delivery.

2.7 Work Pausing and Rescheduling

If the Client:

• Fails to respond within two (2) business days, or
• Does not provide required access, feedback, or assets,

…Loveridge may:

• Move the project to an inactive queue,
• Delay timelines by up to 4 weeks or longer depending on availability, and
• Charge a project restart/admin fee of $120 + GST to bring it back into active production.

3. Client Responsibilities

3.1 General Cooperation

The Client agrees to:

• Respond to all Loveridge communications (email, Slack, calls) within two (2) business days;
• Provide all required materials, feedback, approvals, logins, access credentials, or licenses within the agreed timeframe or as reasonably requested;
• Ensure all instructions provided to Loveridge are accurate, timely, and authorised.

3.2 Delays, Non-Responsiveness, and Pausing

If the Client:

• Fails to respond to three (3) communication attempts (email, phone, or project platform), or
• Causes a delay exceeding five (5) business days for any task or feedback,

Then Loveridge may, at its sole discretion:

• Mark the related service, campaign, or project as complete;
• Place the project into the inactive queue, where it will lose priority status;
• Charge a Project Restart Fee of $120 + GST and additional admin time at $120/hr to reinstate scheduling and task flow;
• Invoice for all accrued time regardless of delivery status.

3.3 Access, Accounts & Licences

The Client must:

• Maintain valid administrative access to any platform required for the delivery of services (e.g., Meta Business Manager, Google Ads, CMS, Hosting);
• Keep login credentials up to date and securely accessible by Loveridge;
• Provide third-party licenses or permissions (e.g., stock, music, fonts) if required.

Failure to do so may result in:

• Delayed delivery,
• Platform errors or ad account restrictions, and
• Additional charges for troubleshooting, rework, or compliance.

3.4 Final Review & Acceptance

Unless otherwise agreed in writing:

• The Client has five (5) business days from delivery of any draft, file, campaign, or material to request changes;
• After that time, the work is deemed accepted and any changes will be considered out-of-scope and billable;
• For media-based work (e.g. photography, video), Client feedback is required within 48 hours of delivery or final files will be assumed complete.

3.5 Backups & Responsibility for Assets

Unless specifically included in a written agreement or SOW:

• The Client is solely responsible for backing up all content, files, and data delivered;
• Loveridge takes no responsibility for loss of files after delivery;
• A file retrieval fee may apply for archived materials beyond 90 days post-project closeout.

3.6 Indemnity

The Client agrees to indemnify Loveridge against any claim, cost, loss, or damage resulting from:

• The use of materials, content, or instructions provided by the Client;
• Any unauthorised use of third-party intellectual property;
• Any breach of this Agreement or the law caused by the Client’s actions or omissions

4. Fees & Payment

4.1 Agreement to Fees

By engaging Loveridge, the Client agrees to pay:

• All fees outlined in any signed Statement of Work (SOW), invoice, quote, or proposal;
• Any charges incurred for out-of-scope work, urgent turnarounds, or late-stage changes;
• GST where applicable under Australian taxation law.

All payments are due in advance unless agreed otherwise in writing.

4.2 Payment Methods & Scheduling

• Loveridge prefers Direct Debit or Credit Card for recurring services.
• Retainers are billed on a monthly cycle, due on the same day each month as the project start date.
• For fixed-fee or milestone-based projects, invoices will be issued based on progress stages or agreed delivery checkpoints.
• Media spend and third-party tools are not included unless explicitly stated.

4.3 Failed Payments, Dishonours & Admin Fees

• A $9.90 (incl. GST) fee will be charged for any failed direct debit or dishonoured payment.
• Clients will be notified once. If not resolved within 3 business days, Loveridge may pause work or withhold deliverables.

4.4 Late Payment Penalties

If payment is not made by the due date:

• Interest accrues at 12% per annum, calculated daily;
• All unpaid amounts become immediately due and payable;
• Loveridge may suspend services, revoke access, or terminate the agreement;
• All legal, collection, administrative, or enforcement costs become payable by the Client in addition to the overdue amount.

This includes costs for:

• Debt recovery agents;
• External legal counsel;
• Court filing fees;
• Staff admin time for chasing debt ($120/hr, minimum 30 mins).

4.5 Fee Increases

• Loveridge may review and adjust rates annually, aligned with the Consumer Price Index (CPI) or to reflect market conditions.
• A minimum of 14 days’ notice will be provided for any rate changes affecting active engagements.

4.6 Refunds and Credit

• All fees are non-refundable unless otherwise stated in a signed agreement.
• Prepaid or unused time does not roll over unless explicitly stated in writing.
• Where Loveridge, at its sole discretion, grants credit or goodwill time, this must be used within the timeframe specified.

4.7 Chargebacks & Disputes

• The Client agrees not to initiate chargebacks through banks or card providers.
• Disputed fees must be raised in writing and resolved under Section 9 (Dispute Resolution).
• Any unauthorised chargeback may result in immediate suspension of all services and legal recovery action.

4.8 Cost Recovery & Legal Recourse

Where the Client breaches any payment obligation:

• Loveridge may engage third-party recovery services without further notice;
• The Client agrees to be liable for the full value of unpaid fees, including recovery charges and legal fees on an indemnity basis;
• Loveridge reserves the right to pursue court orders, asset seizure, or director enforcement if the Client is a company.

5. Term & Termination

5.1 Contract Duration

Unless otherwise stated in writing, all engagements begin on the “Support Start Date” listed in the invoice, SOW, or onboarding email, and fall into one of the following categories:

• Fixed-Term Contract: Typically 6 or 12 months in duration, auto-renewed for the same term unless cancelled in accordance with this section;
• Ongoing Monthly Services: Month-to-month, billed on the same date each month until terminated by notice;
• One-Off or Project-Based: Ends upon delivery of agreed deliverables and final payment.

5.2 Termination by Client

Termination requests must be made in writing to accounts@loveridgedigital.com and will be actioned according to the following terms:

• Fixed-Term Contracts: Require at least 30 days’ written notice prior to the end of the current term to prevent auto-renewal.
• Ongoing Services (retainers/month-to-month): Require 60 days’ written notice.
• One-Off Projects: Cannot be cancelled after commencement. All approved work to date is payable in full.

If you cancel mid-contract or fail to provide proper notice:

• Loveridge reserves the right to invoice the full remaining balance of the fixed term or 60 days’ worth of service fees, whichever is applicable;
• No refunds or credits will be provided for partially used periods or unused scope.

5.3 Termination by Loveridge

Loveridge may terminate this Agreement immediately, without prior notice, if:

• You breach these Terms or fail to pay any amount due;
• You fail to provide required materials, approvals, or access after 3 documented follow-ups;
• You become insolvent, bankrupt, or enter liquidation;
• Loveridge reasonably believes continuation would damage its reputation, operations, or safety.

If termination occurs under this clause:

• All work completed up to that date becomes immediately payable;
• All retainer balances, fixed-fee commitments, and out-of-scope work incurred are due in full;
• Access to all platforms, assets, or deliverables will be revoked.

5.4 Consequences of Termination

Upon termination (regardless of cause):

• All outstanding invoices become immediately due and payable;
• Deliverables not yet paid for will not be released or licensed;
• No refund or credit will be issued for any unused time, services, or partial work;
• Loveridge may charge fees for offboarding, account access removal, and post-project data handling at standard hourly rates.

5.5 Survival

Any clauses that, by their nature, should survive termination, including but not limited to payment obligations, IP ownership, liability limits, dispute resolution, and non-solicitation, will remain in full effect even after the agreement ends.

6. Intellectual Property & Portfolio Rights

6.1 Ownership

Unless otherwise agreed in writing, Loveridge retains full ownership and copyright in all materials created, produced, or delivered under this Agreement, including but not limited to:

• All design files, video footage, photography, strategy documents, websites, code, copywriting, and marketing collateral;
• All raw files, working files, source code, staging environments, templates, and editable formats;
• All digital and print assets produced by employees, contractors, or third parties engaged by Loveridge.

This includes any content created during brainstorming, pitch, or discovery stages, whether or not a final product is delivered.

6.2 Licence to Use (Upon Payment)

Once all fees have been paid in full (including late fees, admin costs, and recovery charges), Loveridge grants the Client a non-exclusive, non-transferable, perpetual licence to use the final deliverables for their intended business purpose.

This licence:

• Does not include raw files, source files, or editable versions unless explicitly included in your SOW;
• Does not permit resale, replication, sublicensing, or modification without written permission;
• Can be revoked if any part of this Agreement is breached.

Until full payment is made, all deliverables remain the sole property of Loveridge and may not be used, published, distributed, or relied upon by the Client.

6.3 Raw Files & Source Material

Raw files (e.g., .PSD, .AI, .INDD, .PRPROJ, raw video, uncompressed photography) are not included in any deliverable unless:

• Specified in the SOW;
• Separately purchased under a negotiated licence;
• Released at Loveridge’s sole discretion with a signed waiver.

Retrieval or transfer of such files will incur a licensing fee at Loveridge’s standard rate plus a minimum transfer/admin charge of $120 + GST.

6.4 Pre-Existing Materials

The Client retains ownership of any intellectual property (IP) they provide to Loveridge, including logos, brand assets, or prior creative work. The Client grants Loveridge a royalty-free licence to use those materials for the purposes of performing the agreed services.

Loveridge accepts no liability for the unauthorised use of third-party materials supplied by the Client. The Client indemnifies Loveridge from any copyright, licensing, or usage claims arising from assets they provided.

6.5 Portfolio Rights & Attribution

Loveridge reserves the right to:

• Display completed work (or derivatives thereof) in its portfolio, social media, advertising, and promotional materials;
• Refer to the Client name, industry, and general project outcomes in case studies or public discussions.

This includes published content such as:

• Logos and visual identity;
• Websites or landing pages;
• Video or photo material;
• Campaign performance results (excluding sensitive data).

If the Client requires confidentiality, this must be requested in writing before project commencement. Loveridge may charge a premium for work subject to non-disclosure.

7. Limitation of Liability & Warranties

7.1 Maximum Liability Cap

To the fullest extent permitted by law, Loveridge’s total liability — whether in contract, tort (including negligence), equity, statute, or otherwise — is strictly limited to:

The total fees paid by the Client to Loveridge in the three (3) months immediately preceding the event giving rise to the claim.

This limit applies collectively across all claims and is not per incident.

7.2 Exclusions of Liability

Loveridge shall not be liable for:

• Any indirect, special, punitive, or consequential loss;
• Loss of revenue, sales, business, clients, profits, data, goodwill, or opportunity;
• Downtime, delays, account bans, shadow-banning, or algorithm changes on platforms such as Meta, Google, TikTok, Instagram, Mailchimp, etc.;
• Errors, bugs, or issues introduced after the Client modifies or interacts with deliverables post-handover;
• Outcomes related to factors outside our control including third-party platforms, suppliers, contractors, or software.

7.3 Platform Use & Risk

The Client acknowledges that:

• All third-party platforms (e.g. Google Ads, Facebook, WordPress) carry inherent risk and change frequently;
• Performance of campaigns and technologies cannot be guaranteed;
• Any suspension, ad rejection, or algorithm-related impact is not the responsibility of Loveridge.

Loveridge will take reasonable steps to manage risk and secure accounts but does not accept liability for external platform decisions or performance volatility.

7.4 Client Responsibility for Outcomes

Unless specifically guaranteed in writing:

• Loveridge makes no warranty that services will result in specific business outcomes, leads, revenue targets, rankings, reach, or ROAS benchmarks;
• Forecasts and strategy documents are indicative only;
• The Client assumes responsibility for acting on advice and implementing materials correctly.

The Client indemnifies Loveridge from any claims or damages resulting from their own implementation, negligence, or reliance on deliverables without consulting Loveridge first.

7.5 Implied Warranties (ACL)

Nothing in these Terms excludes, restricts, or modifies any rights you may have under the Australian Consumer Law (ACL) or relevant consumer protection laws.

Where the ACL applies and cannot be excluded:

• Loveridge’s liability is limited to (at our discretion):
  a) Resupplying the services, or
   b) Paying the cost of having the services resupplied.

All other conditions, warranties, guarantees, or representations not expressly stated are excluded to the maximum extent permitted by law.

8. Confidentiality & Data Security

8.1 Mutual Confidentiality Obligation

Each party (“Receiving Party”) agrees to treat as strictly confidential all non-public, commercially sensitive, or proprietary information disclosed by the other party (“Disclosing Party”) in connection with the services, whether disclosed verbally, in writing, electronically, or by conduct.

Confidential Information includes but is not limited to:

• Business strategies, pricing, plans, systems, campaigns, and processes;
• Client lists, internal documents, platform configurations, or IP;
• Any SOWs, reports, design files, ad strategies, or performance metrics.

8.2 Exclusions

Confidential Information does not include information that:

• Was already known to the Receiving Party (not under obligation);
• Is publicly available through no fault of the Receiving Party;
• Is independently developed without access to the Disclosing Party’s info;
• Is required to be disclosed by law, court order, or regulator.

8.3 Duration of Obligation

Each party agrees to maintain the confidentiality of the other’s information for the term of the Agreement and for five (5) years after termination or completion of the engagement.

8.4 Use of Client Data

Loveridge will only use your data and files:

• To deliver services outlined in this Agreement;
• For training, optimisation, and quality assurance (unless requested otherwise);
• To store backups for up to 90 days after termination, unless otherwise agreed.

After 90 days, we reserve the right to delete data permanently unless a storage agreement is in place.

8.5 Privacy Compliance

Loveridge complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

We take reasonable steps to:

• Protect data from misuse, unauthorised access, modification, or loss;
• Limit employee and contractor access to a strict “need-to-know” basis;
• Secure data using encrypted drives, protected cloud storage, and multi-factor authentication.

8.6 No Responsibility for Client-Side Security

Loveridge is not responsible for:

• Client-side breaches caused by weak passwords, unsecured storage, or unauthorised internal access;
• Loss or damage caused by third-party systems where the Client has granted direct access.

You agree to take reasonable measures to protect any shared logins, files, or collaboration environments.

9. Dispute Resolution

9.1 Internal Resolution First

If a dispute arises in connection with this Agreement, both parties agree to engage in good faith discussions to resolve the matter informally before escalating it externally.

• The aggrieved party must notify the other in writing, clearly stating the issue and the desired resolution;
• Both parties must respond and participate in the resolution process within five (5) business days of receiving the notice;
• During this time, both parties will continue to fulfil any undisputed obligations.

9.2 Mediation

If a resolution is not reached within fourteen (14) business days of written notice, either party may refer the matter to mediation under the supervision of the Resolution Institute (or a similar body agreed by both parties).

• The mediation will be held in Bathurst, New South Wales, or online if travel is impractical;
• Each party will bear its own legal costs;
• Mediator fees will be split 50/50 unless otherwise agreed.

The parties agree that litigation or formal debt recovery may not be commenced until this mediation process has been attempted in good faith — unless urgent interlocutory relief is required (e.g. injunction or IP enforcement).

9.3 Chargebacks and Withholding

The Client agrees that:

• No chargebacks may be initiated through a payment processor or bank without completing the resolution steps above;
• You may not withhold payment for any undisputed amount under this Agreement;
• Any unauthorised chargeback may be considered a breach of contract and will be pursued with legal action and recovery costs added.

9.4 Escalation & Jurisdiction

If mediation fails, either party may initiate legal proceedings, provided they do so exclusively in the jurisdiction defined in Section 10.

No public commentary, social media escalation, or negative online conduct may be made about the dispute during or after this process. Breach of this clause constitutes a material breach.

10. General & Legal Terms

10.1 Governing Law & Jurisdiction

This Agreement is governed by the laws of New South Wales, Australia.
 The parties agree to submit exclusively to the jurisdiction of the courts of NSW for any disputes or proceedings arising from or related to this Agreement.

10.2 Non-Solicitation

The Client agrees not to directly or indirectly solicit, hire, or engage any Loveridge staff member, contractor, or supplier involved in the delivery of services for a period of twelve (12) months following:

• The conclusion of the project; or
• The termination of this Agreement, whichever is later.

If this clause is breached, Loveridge reserves the right to invoice the Client an amount equivalent to six (6) months of the staff member’s gross earnings, which the Client agrees is a genuine pre-estimate of the loss suffered.

10.3 Non-Disparagement

The Client agrees not to publicly or privately defame, disparage, or criticise Loveridge, its directors, employees, or brand  including through:

• Online reviews, social media, or forums;
• Industry events or third-party communications;
• Any form of written, visual, or verbal commentary.

If a breach occurs:

• Loveridge may seek injunctive relief;
• A public retraction and/or apology may be requested;
• Damages and enforcement costs may be pursued through legal channels.

10.4 Force Majeure

Loveridge will not be liable for any delay or failure to perform due to events beyond its reasonable control, including but not limited to:

• Natural disasters, pandemic restrictions, power outages, cyberattacks;
• Changes in third-party platform policies (e.g., Meta, Google, AWS);
• Civil unrest, industrial action, war, or government regulations.

If a Force Majeure event continues beyond 30 days, either party may terminate the affected service with written notice, without further liability. Fees already incurred will still be payable.

10.5 Assignment & Subcontracting

• The Client may not assign or transfer this Agreement without Loveridge’s written consent;
• Loveridge may assign, novate, or subcontract any part of the services to trusted partners or entities as needed;
• This Agreement remains binding on successors, assigns, or related bodies corporate.

10.6 Entire Agreement

These Terms, together with any Proposal, SOW, Quote, Invoice, or Addendum issued by Loveridge, represent the entire agreement between the parties and supersede all prior discussions or agreements (oral or written).

10.7 Severability

If any provision of this Agreement is held to be invalid, unenforceable, or unlawful by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.

11. Website Terms & Conditions

11.1 Maintenance Program

11.1.1 Edits classified as minor changes include text swaps, image replacements, and minor layout adjustments that take less than 30 minutes.

11.1.2 Complex edits (e.g., new pages, redesigns, form troubleshooting, or any work exceeding 30 minutes) are out-of-scope unless agreed otherwise.

11.1.3 Edits are pro-rata and capped at 4 per 3-month period.

11.1.4 Edit counts reset every 3 months, aligned with BAS periods. Clients must submit edits by July 1st each financial year to retain allocation.

11.1.5 Maintenance includes backend support only. Content updates are the Client’s responsibility unless otherwise agreed in writing.

11.1.6 Loveridge will aim to resolve maintenance issues within 48 hours, or provide a revised quote if resolution exceeds initial scope.

11.1.7 In the event of breakage, Loveridge will either:
 a) roll back the site to the last backup (included), or
 b) bill to resolve the issue at the hourly rate.

11.1.8 Hosting includes bandwidth and storage limits. Excess use will be billed automatically. Loveridge does not accept responsibility for downtime due to overuse but will reinstate service once usage is addressed.

11.2 Website Handover

11.2.1 Upon receiving admin access, the Client assumes full responsibility for the website. Loveridge is not liable for any post-handover issues, changes, requests, or misuse.

11.2.2 Handover does not include provisioning of cPanel or server-level credentials unless expressly stated in the SOW. Admin access to sub-sites or multisite environments is treated as out-of-scope.

11.3 Hosting Termination

11.3.1 Upon termination of an LRD-hosted website, Loveridge retains all proprietary backend structures and designs for reasons relating to licensing, data protection, and GDPR compliance.

11.4 Website Development

11.4.1 All website assets, designs, and code remain the property of Loveridge until all invoices are paid in full.

11.4.2 Logos included in a website package must be signed off before development begins.

11.4.3 WordPress sites are delivered as self-managed. Loveridge is not responsible for post-launch updates unless under a Maintenance Program.

11.4.4 Websites are delivered with placeholder text or Client-provided content. The Client is responsible for inserting final copy, products, and images unless otherwise agreed.

11.4.5 The Client owns the website’s final content and branding after full payment, but Loveridge retains copyright over non-custom templates, frameworks, and core components.

11.4.6 A Loveridge credit footer link is standard on all sites and may not be removed unless agreed in writing.

11.4.7 Bug fixes are included for 48 hours post-launch or until written final approval, whichever occurs first.

11.4.8 Browser support is guaranteed only for major browsers released within 12 months of development start. Compatibility with older versions may incur additional fees.

11.4.9 Email client compatibility (e.g. Outlook) is not supported by default.

11.4.10 Loveridge is not responsible for email or HTML rendering issues on unsupported platforms.

11.4.11 Loveridge is not liable for bugs introduced by third-party developers or server moves unless agreed otherwise in writing.

11.5 Website Liability & Indemnity

11.5.1 Loveridge does not guarantee error-free websites. Minor bugs may still occur despite QA processes.

11.5.2 The Client must thoroughly test the site within the review window and report issues promptly.

11.5.3 The Client indemnifies Loveridge from all liability relating to:
 a) Errors, bugs, or website crashes;
 b) Loss of data, revenue, or opportunities from any technical issue;
 c) Delayed or missed reporting of bugs;
 d) Changes made by the Client or their contractors;
 e) Use of the website beyond the scope of this agreement.

11.5.4 Loveridge’s liability for any website-related issue is capped at the fees paid for the specific Website project.

12. Marketing Package Terms

12.1 All marketing and strategy packages are contracted for a minimum term of six (6) months, unless stated otherwise in writing.

12.2 Services are billed in advance on a 28-day cycle. Payment is due in full regardless of usage or campaign pause unless formally suspended by agreement.

12.3 Packages are tailored with set deliverables and/or man-hour allocations each month. Unless explicitly stated, unused hours do not roll over and are not refundable.

12.4 Loveridge operates under a Fair Use Policy:
 While unused time does not formally accumulate, Loveridge may, at its sole discretion, apply reasonable flexibility for clients in good standing, including banking hours for pre-approved carryover. This is a goodwill exception, not an entitlement.

12.5 Urgent requests (e.g. within 48 hrs), high-volume output, or support outside standard inclusions will be billed separately at standard hourly rates unless otherwise agreed.

12.6 Third-party costs (e.g. ad spend, software subscriptions, stock assets) are not included in any retainer or package price and must be paid directly by the Client or billed separately by Loveridge with approval.

13. Stadium Signage Terms

13.1 Loveridge must exclusively design all new stadium signage artwork unless a License Waiver is signed. This ensures brand consistency, print compatibility, and quality control.

13.2 If the Client supplies their own artwork:

• A QA/Admin Fee will apply for inspection and formatting;
• Loveridge accepts no liability for design issues, legibility, resolution, or brand conflicts arising from Client-supplied files.

13.3 Design Guidelines – All signage must comply with Loveridge’s stadium visual policy:

• Brick wall signage must contain a minimum 70% white background;
• Signage must avoid restricted colours (as per stadium visual guide – available on request);
• Text must be clear, legible, and sized appropriately to be read at game-day viewing distance;
• Images must be high-resolution and print-ready;
• Non-wall signs must fully utilise allocated space for maximum visual impact.

13.4 License Waiver (if applicable)
If Loveridge is not the exclusive designer:

• The Client must sign a License Waiver confirming they:
  a) Accept full responsibility for asset usage and licensing;
  b) Have obtained all third-party permissions for fonts, logos, templates, or photos used;
  c) Indemnify Loveridge from any copyright, misrepresentation, or design-related disputes.

13.5 Installation Timeline

• Loveridge is granted a minimum 45-day installation window from the date signage is received from the printer;
• This timeline is built into the package and is not credited or refunded;
• Loveridge is not liable for installation delays caused by weather, access restrictions, or third-party manufacturing timelines.

13.6 No Refunds for Delay

• The Client acknowledges that stadium installations may be subject to unforeseen events and that this does not reduce signage value, commitment, or payable fees.