SAH Studios — Client Terms of Engagement

Last updated: 3 September 2026 · SAH Studios · Australia + 日本

Read this first: template only — have a lawyer review it before use

This document is a starting template prepared for [Legal entity name], trading as SAH Studios (Stay at Home Studios). It has not been reviewed by a lawyer and is not legal advice. Before it is published on sahstudios.com, attached to a proposal, or relied on in any way, it must be reviewed and adapted by a qualified lawyer admitted in [State/Territory], Australia. If clients based in Japan will sign it, it should also be checked by a lawyer qualified in Japan, and any Japanese translation should be prepared or verified professionally.

Items in square brackets (for example [ABN], [Contact email], [Effective date]) are placeholders to be completed. Bracketed numbers such as [7] days or [50]% are suggested defaults, not fixed positions.

Specific points for the reviewing lawyer to check: (1) the Australian Consumer Law unfair contract terms regime for standard form small business contracts, which now carries penalties — clauses on unilateral changes, automatic renewal, suspension, liability caps and indemnities need particular attention, (2) whether the entity is a company, sole trader or partnership, as that affects the signing party and personal liability, (3) GST and Japanese consumption tax treatment for cross-border clients, (4) the interest rate and late-fee mechanics for [State/Territory], and (5) whether a separate data processing schedule is needed for clients whose customer data SAH handles.

1. About these Terms

1.1 Who we are. SAH Studios (also known as Stay at Home Studios) is the trading name of [Legal entity name] (ABN [ABN]) of [Registered address], [State/Territory], Australia. In these Terms, “SAH”, “we”, “us” and “our” mean that entity. “You” and “your” mean the business or person engaging us, and include anyone acting with your authority.

1.2 What these Terms cover. These Terms apply to every quote, proposal, package, retainer, demo and piece of work we provide. The accepted quote or proposal for a particular job (the “Proposal”) and these Terms together form our agreement. If the Proposal and these Terms conflict, the Proposal wins for that job only.

1.3 How you accept. You accept these Terms when you do any of the following: sign or click to accept a Proposal, pay a deposit or invoice, or ask us to start paid work after we have given you these Terms. If you are accepting on behalf of a business, you confirm you are authorised to do so.

1.4 Australia and Japan. We work with clients in both Australia and Japan. These Terms are written under Australian law (see section 14). If you are located in Japan, any protections under Japanese law that cannot be excluded by agreement still apply to you.

1.5 These Terms take effect on [Effective date].

2. Our services and the free demo

2.1 What we do. Our services fall into four areas, each described in more detail in your Proposal: (a) website design and online presence, (b) managed marketing, including SEO, Google and Meta advertising, Google Business Profile, LINE and social media, (c) AI integrations and automation, including AI receptionists and chatbots, AI lead capture and qualification, workflow automations connecting bookings, CRM and invoicing, and AI-assisted content, and (d) ongoing account management and fractional digital team retainers.

2.2 The free demo. Before you commit to a website package, we may build you a working demo of your website. The demo is free and there is no obligation: you do not have to buy anything, and you will not be invoiced for it. The demo is a preview, not a finished product. It may use placeholder text, stock or AI-generated images, and our own design assets. It is hosted on a temporary preview address that we control, and we may take it down at any time without notice. Until you engage us and pay in full, the demo and everything in it remain our property (section 6 explains when ownership passes to you). If you decide not to proceed, we may reuse any generic, non-confidential elements of the demo in other work, but we will not reuse your logo, your business name or confidential information you gave us.

2.3 When paid work begins. Paid work starts only once you have accepted the Proposal and paid any deposit it requires. We are not obliged to begin, continue or publish any work before that.

3. Quotes, packages and retainers

3.1 Quotes. A quote or Proposal is valid for [30] days from the date on it unless it says otherwise. Prices are in Australian dollars (or Japanese yen where the Proposal says so) and exclude GST and any Japanese consumption tax unless stated. Tax is added where it applies.

3.2 One-time packages. Our fixed-price packages (currently from A$840) include only what is listed in the Proposal — for example a set number of pages, a set number of revision rounds and a set launch process. Anything not listed is out of scope. If you ask for extra pages, features, integrations, content or a change of direction, we will treat it as a change request, quote it separately, and only proceed once you approve the additional cost in writing.

3.3 Monthly retainers. Retainers are billed monthly in advance for the scope, hours or deliverables set out in the Proposal. Unless the Proposal says otherwise: any minimum term is as stated in the Proposal, after which the retainer continues month to month, unused hours or deliverables do not roll over to the next month, and work beyond the retainer scope is quoted separately. We may review retainer pricing once every [12] months on [30] days’ written notice.

3.4 Estimates. Where we give an estimate rather than a fixed price, it is our genuine best guess. We will tell you as soon as we expect to exceed it and will not go beyond it without your approval.

4. Payment terms, instalments and late payment

4.1 Website and project packages. Unless the Proposal says otherwise, a deposit of [50]% is payable before work begins and the balance is payable before the site is published on your own domain or the final deliverable is handed over. We may keep the site on a preview address until the balance is paid.

4.2 Instalments. Where the Proposal allows you to pay in instalments, the schedule in the Proposal applies. All instalments remain payable even if you pause or slow the project. Ownership of the work (section 6) passes to you only when the final instalment is paid. If an instalment is more than [14] days overdue we may pause work and, after written notice, treat the whole remaining balance as immediately due.

4.3 Retainers. Retainer fees are invoiced monthly in advance and are due within [7] days of the invoice date, or on the agreed billing date if you pay by card or direct debit through Stripe. Work for a month may be paused until that month’s fee is paid.

4.4 How to pay. We accept card and direct debit via Stripe, and bank transfer to the account shown on the invoice. Where the law allows, we may pass on payment processing fees for card payments, if we do, the Proposal or invoice will say so.

4.5 Late payment. If an invoice is not paid by its due date we may, after reminding you in writing: (a) pause work, campaigns, automations and support until you pay, (b) charge interest on the overdue amount at [X]% per year, calculated daily from the due date, (c) recover reasonable costs we incur in collecting the debt, including debt collection and legal costs, and (d) if the overdue amount is more than [30] days late, take offline any site or automation we are hosting or paying for on your behalf, after giving you at least [7] days’ written notice of our intention to do so.

4.6 Disputed invoices. If you think an invoice is wrong, tell us within [7] days of receiving it and we will work through it with you. You must still pay any part of the invoice that is not in dispute by the due date.

5. Your responsibilities

5.1 Content and materials. You will provide the text, images, logos, product and service details, prices, opening hours and other content we need, and you confirm you have the right to use everything you give us. You are responsible for the accuracy of all business and legal information on your site and in your campaigns, including prices, claims, terms, and any required notices (such as ABN, licence numbers or professional disclaimers). Where we provide stock or AI-generated images or draft copy, you are responsible for checking it before it is published.

5.2 Access. You will give us timely access to the domains, hosting, Google, Meta, LINE, Stripe, Notion, booking, CRM, invoicing and other accounts we need to do the work. We strongly recommend that these accounts are registered in your name and that you grant us access rather than sharing a single login, so that you keep control and there is no lock-in.

5.3 Timely feedback. Projects move only as fast as feedback arrives. You agree to respond to our requests for content, access, approvals and feedback within [5] business days. If we are waiting on you for more than [14] days, we may pause the project, when it restarts, the timeline resets and a restart fee of [A$X] may apply. If we are waiting on you for more than [60] days without a written agreement to pause, we may treat the project as complete, hand over the work in its current state and invoice the balance.

5.4 Lawful use. You must use your website, campaigns, AI tools and automations lawfully. In particular you are responsible for: (a) complying with the Spam Act 2003 (Cth) when marketing messages are sent to your customers — consent, sender identification and a working unsubscribe — and the equivalent Japanese law (the Act on Regulation of Transmission of Specified Electronic Mail) where you market in Japan, (b) complying with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and Japan’s Act on the Protection of Personal Information (APPI), for your customers’ personal information, including having a privacy policy and any consents you need, (c) making sure your advertising claims comply with the Australian Consumer Law and any industry rules that apply to you (for example in health, finance, legal services, gambling or alcohol), and (d) not using our work for anything unlawful, deceptive, defamatory, infringing or harmful.

5.5 Your customers’ data. Where our work involves collecting or processing your customers’ data (forms, bookings, chat, lead capture, automations), we do this as your service provider on your instructions. You remain responsible for that data, for the purposes it is used for, and for the consents behind it. You authorise us to use the third-party tools listed in section 7 to process it.

6. Intellectual property and ownership

6.1 What you own on full payment. Once you have paid everything due under the Proposal, you own: (a) the finished website design, layout, copy and images we created specifically for you, (b) your domain name, which we will register in your name or transfer to you, and (c) the accounts we set up for you, such as hosting, Google Business Profile, Google Ads, Meta, LINE, Stripe, booking and CRM accounts. There is no lock-in. You can move your site, domain and accounts to another provider at any time, if you want our help to do that after the project ends, we will quote it at our standard rates.

6.2 Before full payment. Until you have paid in full, we keep ownership of all work, and you may use it only to review it. We may withhold delivery, keep the site on a preview address, or take work offline until payment is made.

6.3 Our tools stay ours. We keep ownership of everything we owned before the engagement or create for general use, including templates, design systems, code components, automation recipes, prompts, frameworks, processes and know-how (“SAH Tools”). Where SAH Tools are built into your deliverable, we grant you a perpetual, non-exclusive, royalty-free licence to use them as part of that deliverable. You may not extract and resell them separately.

6.4 Third-party licences. Fonts, stock images, icons, plugins, themes, templates, platform features and code libraries are licensed under their owners’ terms, not ours. Some are licensed to us and cannot be transferred to you, others require you to hold your own licence or subscription. Where that applies, we will say so in the Proposal or at handover, and any ongoing licence fees are yours to pay.

6.5 Your materials. You keep ownership of everything you give us. You grant us a licence to use it to do the work and, subject to 6.6, to show the finished work.

6.6 Portfolio and credit. You agree that we may show the work we did for you — including screenshots, links, a short description, your business name and logo — on our website, in our portfolio, case studies, proposals and social media, and may identify you as a client. We may include a small “Site by SAH Studios” credit in the footer of your site. If you would prefer we did not do either of these, tell us in writing at any time and we will stop within a reasonable period. We will not publish confidential details such as your results, pricing or customer data without your written approval.

7. Third-party services and fees

7.1 Tools we use. To deliver our services we use, and may set up on your behalf, third-party services including website hosting (currently Framer), domain registrars, email delivery (Resend), lead data and outreach tools (Apollo), AI providers (including Anthropic’s Claude), Google (Ads, Business Profile, Analytics, Workspace), Meta (Facebook and Instagram advertising), LINE, Stripe (payments), Notion, and booking, CRM and invoicing platforms. The list may change over time.

7.2 Their terms apply to you. Each of these services has its own terms of service, acceptable use policies and privacy policies, and by using them through us you agree to them. We do not control these providers. We are not responsible for their outages, bugs, changes to features or pricing, data handling, account reviews, or decisions they make — for example a rejected ad, a suspended Google Business Profile, a frozen payment account or a changed algorithm — although we will help you respond to these where we reasonably can.

7.3 Fees not included. Unless the Proposal expressly says otherwise, third-party costs are not included in our fees and are payable by you directly to the provider. This includes hosting and domain fees, software subscriptions, advertising spend, payment processing fees, SMS and phone costs, AI usage and API charges. Where we agree to pay a third-party cost on your behalf and pass it through, the Proposal will say so and may include a handling margin.

7.4 Advertising spend. You set your ad budget and it is billed to you directly by the ad platform. We will not increase an agreed budget without your approval. Ad spend is never refundable by us.

7.5 Changes to services. If a third-party service is discontinued, changes materially or becomes unsuitable, we will suggest an alternative. Migration work is quoted separately unless it is covered by your retainer.

8. AI-assisted work

8.1 We use AI. We use artificial intelligence tools — including Anthropic’s Claude and other AI services — to help draft copy, generate and edit images, write and review code, analyse data, research, build automations and respond to enquiries. We also build AI features for clients, such as chatbots, AI receptionists, lead qualification flows and content generators.

8.2 Human review. Work we deliver to you is reviewed by a person before we hand it over. Even so, AI systems can produce output that is inaccurate, out of date, incomplete, biased, or unintentionally similar to existing material. We do not guarantee that AI-assisted outputs are error-free, original or suitable for every purpose. You should check anything important — legal, medical, financial, pricing, technical or promotional claims — before publishing or relying on it.

8.3 Live AI features. AI features that run on your behalf (for example a chatbot, an AI receptionist or an automated reply) generate responses in real time that no one reviews first. We will set them up with the guardrails, scope limits and disclosures agreed in the Proposal, but you are responsible for monitoring them, for telling your customers they are dealing with an AI system where the law or good practice requires it, and for any decisions made or commitments given on the basis of their output. We recommend keeping a human able to step in.

8.4 Your data and AI. We use business or API tiers of AI services where available and do not knowingly submit your confidential information to AI tools that use it to train publicly available models. Some AI processing takes place overseas (for example in the United States). By engaging us you consent to this in relation to the information you give us and, where you have us process it, your customers’ information.

8.5 Ownership of AI output. Copyright in purely AI-generated material may be limited or unclear in Australia, Japan and elsewhere. We cannot guarantee that AI-generated content is protected by copyright or that you will have exclusive rights in it.

9. No guarantee of business results

9.1 We will carry out our services with due care and skill, using our experience and current good practice. However, we do not promise any particular business outcome. In particular, we do not guarantee search rankings, website traffic, leads, enquiries, bookings, sales, revenue, follower counts, review scores, ad performance, cost per lead, or that any automation or AI feature will be right for every situation.

9.2 Search engines, advertising platforms, social networks, AI providers and messaging apps change their rules and algorithms constantly and without notice, and we do not control them.

9.3 Any figures, projections, benchmarks or examples in a proposal or conversation are illustrative only and are not a promise of results.

9.4 Nothing in this section limits any guarantee or right you have under the Australian Consumer Law (see section 13).

10. Revisions, acceptance and timelines

10.1 Revisions. Each package includes the number of revision rounds stated in the Proposal (by default, [2] rounds on design and [2] rounds on copy). A revision is a refinement of work within the agreed scope, such as adjusting layout, wording, colours or images. Adding pages, features or integrations, or changing direction after a design has been approved, is a change request under section 3.2. Extra revision rounds are charged at [A$X] per round or our hourly rate.

10.2 Acceptance. We will ask you to approve work at key stages, for example design, content and pre-launch. A deliverable is accepted when the first of these happens: (a) you approve it in writing (email or message is fine), (b) you have not given us written feedback within [7] days of us presenting it, or (c) you start using it or ask us to publish it. After acceptance, further changes are billable, except that we will fix at no charge any defect that was our fault if you tell us about it within [30] days of launch.

10.3 Go-live. We publish your site or switch on an automation once the relevant deliverable is accepted and all amounts due have been paid. You are responsible for the final proofreading of content before launch.

10.4 Timelines are estimates. Any timeline we give — including our usual “live in about a week” — is an estimate that assumes we receive all content, access and feedback promptly. Timelines are not a guarantee and time is not of the essence. We are not responsible for delays caused by you, by third-party providers, or by events outside our reasonable control, but we will keep you informed and revise the plan with you.

10.5 Post-launch support. A [30]-day bug-fix period is included after launch for defects in work we did. Ongoing updates, content changes and improvements are provided under a retainer or quoted separately.

11. Cancellation, termination and refunds

11.1 Cancelling a project. You can cancel a project at any time by telling us in writing. Deposits are non-refundable because they cover work already started and time we have reserved for you. If you cancel after work has begun, you pay for the work completed up to the date of cancellation (calculated pro rata against the Proposal or at our hourly rate, whichever the Proposal specifies) plus any third-party costs we have incurred on your behalf. If you have prepaid more than that, we will refund the difference within [14] days. There is no refund once a site has gone live or a deliverable has been accepted.

11.2 Cancelling a retainer. After any minimum term, either of us may end a retainer by giving [30] days’ written notice. Fees already paid for the current billing period are not refunded, but we will complete the work covered by them and hand over any work in progress and accounts.

11.3 When we may end the engagement. We may end the engagement on written notice if: (a) an invoice remains unpaid [14] days after we have reminded you, (b) you breach these Terms and do not fix the breach within [14] days of us asking, (c) you ask us to do something we reasonably consider unlawful, unethical, unsafe or abusive to our team, or (d) we are unable to continue for reasons outside our reasonable control, in which case we will refund any prepaid amounts for work not yet done.

11.4 What happens on termination. We will invoice you for work completed and costs incurred. Once that is paid, we will hand over the completed work and transfer any accounts and credentials in our control (section 6). We will remove our access to your accounts and, if you ask, delete your data in line with section 12. Sections that by their nature should continue — including payment, intellectual property, confidentiality, liability and dispute resolution — survive termination.

11.5 Refunds and the law. Nothing in this section limits your right to a remedy under the Australian Consumer Law if our services do not meet a consumer guarantee (see section 13). Beyond that, no cooling-off period applies except where the law requires one.

12. Confidentiality and privacy

12.1 Confidential information. Each of us will keep the other’s confidential information confidential. This includes business plans, pricing, customer lists, financial information, strategies, logins and anything marked or obviously confidential. Each party will use it only for the purposes of the engagement and will not disclose it, except to team members, contractors and advisers who need to know it and are bound to keep it confidential, or where disclosure is required by law. This does not apply to information that is publicly available, already known to the receiving party, or independently developed without using the other’s information.

12.2 How long. These obligations last for the engagement and for [2] years afterwards. Obligations about personal information and trade secrets continue indefinitely.

12.3 Logins and credentials. We will store any login details you give us securely, limit access to people who need it, and delete them when the engagement ends or when you ask. We recommend you change shared passwords after handover.

12.4 Privacy. We handle personal information in accordance with our Privacy Policy at [Privacy Policy URL], the Privacy Act 1988 (Cth) and the Australian Privacy Principles and, where it applies, Japan’s Act on the Protection of Personal Information. Where we process your customers’ personal information on your behalf, we act on your instructions and use it only to provide our services. If we become aware of a data breach affecting your information or your customers’ information, we will tell you promptly and cooperate with any notification or investigation that is required.

12.5 Return or deletion. At the end of the engagement, and at your written request, we will return or delete your data and your customers’ data that we hold, except for copies we must keep for legal, accounting or insurance purposes.

13. Australian Consumer Law, limitation of liability and indemnity

13.1 Your rights under the Australian Consumer Law. If you are a “consumer” under the Australian Consumer Law (which includes many businesses buying services costing up to A$100,000), our services come with guarantees that cannot be excluded, including that they will be provided with due care and skill, be fit for any purpose you have told us about, and be supplied within a reasonable time. Nothing in these Terms excludes, restricts or modifies those guarantees or any other right or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded.

13.2 Limited remedy for non-consumer-type services. Where our services are not of a kind ordinarily acquired for personal, domestic or household use, and to the extent section 64A of the Australian Consumer Law allows, our liability for failing to comply with a consumer guarantee is limited, at our option, to supplying the services again or paying the cost of having them supplied again — provided it is fair and reasonable for us to rely on this limit.

13.3 Other limits on our liability. To the maximum extent permitted by law, and subject to 13.1 and 13.2: (a) our total liability to you for all claims arising out of or in connection with the engagement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the fees you have paid us in the [12] months before the event giving rise to the claim, (b) we are not liable for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill, data, opportunity or anticipated savings, however caused, and (c) we are not liable for loss caused by third-party services (section 7), by content or instructions you provided, by your failure to keep backups or to secure your accounts, or by AI features used outside the scope or guardrails we agreed.

13.4 Your indemnity. You indemnify us and our team against any claim, loss, liability, cost or expense (including reasonable legal costs) arising from: your content and materials, your products, services and business claims, your breach of any law, including the Spam Act, the Privacy Act, the Australian Consumer Law and their Japanese equivalents, your use of the accounts, tools and automations we set up, or your breach of these Terms — except to the extent the loss was caused by our own negligence or breach.

13.5 Business purpose. Unless you tell us otherwise in writing, you confirm that you are engaging us for the purposes of a business.

13.6 Insurance. [Optional: We hold professional indemnity insurance of A$[amount] and public liability insurance of A$[amount].]

14. Dispute resolution and governing law

14.1 Talk to us first. If you have a concern about our work or an invoice, email [Contact email] describing the issue. We will acknowledge it within [5] business days, and both of us agree to meet (by call, video or in person) within [14] days to try to resolve it in good faith. We will do the same if we have a concern with you.

14.2 Mediation. If the issue is not resolved within [30] days of the first written notice, either party may refer it to mediation. In Australia, this may be through the Australian Small Business and Family Enterprise Ombudsman, the [State/Territory] Small Business Commissioner, or a mediator agreed between us. The cost of the mediator is shared equally, and each party pays its own other costs.

14.3 Court and regulators. If mediation does not resolve the dispute, or if urgent relief is needed, either party may take the matter to court or a tribunal. Nothing in this section stops either party from seeking urgent injunctive relief, or from making a complaint to a regulator such as the ACCC, the Office of the Australian Information Commissioner, [State/Territory] Fair Trading or, in Japan, the relevant consumer or data protection authority.

14.4 Governing law. These Terms are governed by the laws of [State/Territory], Australia. Each party submits to the non-exclusive jurisdiction of the courts of [State/Territory] and the courts that hear appeals from them. If you are located in Japan, any protections under Japanese law that cannot be excluded by agreement still apply to you.

14.5 Language. If these Terms are translated into Japanese or any other language, the English version prevails if there is any inconsistency, unless the Proposal says otherwise.

15. Changes to these Terms, general terms and contact

15.1 Changes to these Terms. We may update these Terms from time to time. The current version is always available at [Terms URL]. For retainer clients, we will email you at least [30] days before a material change takes effect, if you do not agree with the change, you may end the retainer under section 11.2 before the change takes effect without any cancellation charge. Changes do not apply to a fixed-price project you have already accepted unless you agree to them. Continuing to use our services after a change takes effect means you accept the updated Terms.

15.2 General. These Terms and the Proposal are the entire agreement between us and replace any earlier discussions. If any part of these Terms is unenforceable, the rest still applies. If either party does not enforce a right, it does not waive that right. We may use employees and contractors to do the work, and we remain responsible for it. Neither party may assign the agreement without the other’s consent, except that we may assign it to a successor of our business on notice to you. Neither party is liable for delays caused by events outside its reasonable control (such as natural disasters, outages, strikes or government action), except for payment obligations. We are an independent contractor, not your employee, partner or agent. Notices may be given by email to the addresses each party has provided. Each party is responsible for its own taxes.

15.3 Contact. [Legal entity name] trading as SAH Studios (Stay at Home Studios) ABN: [ABN] Address: [Registered address], [State/Territory], Australia Email: [Contact email] Website: sahstudios.com Effective date: [Effective date]