These Terms and Conditions (“Terms”) govern all services provided by Blueprint Marketing Agency (ABN 62 217 650 964). Blueprint Marketing Agency is the trading name of Ari Murat Ayazian, who operates as a sole trader (hereinafter referred to as “Blueprint”, “we”, “us” or “our”). By engaging Blueprint for any services or using our website, you (the client or site user) acknowledge that you have read, understood, and agree to be bound by these Terms.
Blueprint is not currently registered for GST (Goods and Services Tax). All prices and fees quoted by Blueprint are exclusive of GST, and no GST will be added to our charges at this time. If Blueprint becomes registered for GST in the future, we will inform you and adjust our pricing to include GST as required by law.
All project proposals or quotes provided by Blueprint will detail the scope of work and the associated fees. Unless otherwise specified in writing, quotes are valid for a period of 30 days from the date of issue. We reserve the right to revise a quote if the project requirements change or if the quote has expired.
Blueprint operates on a 50/50 payment structure for projects. This means you are required to pay 50% of the total project fee upfront before project commencement (deposit), and the remaining 50% upon final approval of the completed project deliverables, prior to release or handover of any final work. We will issue an invoice for each payment installment. The upfront deposit is a condition of work starting, and final deliverables will only be provided once the final payment is received.
All payments made to Blueprint are strictly non-refundable under any circumstances. This includes the upfront deposit and the final payment, as well as any other fees paid for our services. By engaging our services, you acknowledge and agree that you will not be entitled to a refund of amounts paid, even if you decide to terminate the project or no longer wish to proceed. Nothing in these Terms is intended to exclude any rights or remedies you may have under the Australian Consumer Law or other applicable laws that cannot be lawfully excluded. However, to the maximum extent permitted by law, you agree that change of mind, project cancellation by you, or any reason outside of a proven breach of these Terms by Blueprint will not entitle you to a refund.
If any invoice remains unpaid beyond the due date, Blueprint reserves the right to suspend further work on the project until payment is received. If you anticipate any delay in payment, you must contact us in advance to discuss alternative arrangements. Should you fail to pay the final invoice within a reasonable time after project completion, Blueprint may, at its discretion, refuse to deliver final project assets, and may pursue legal remedies to recover any outstanding amounts. You will be responsible for any debt collection fees, legal costs, or other expenses incurred by Blueprint in recovering overdue amounts.
You agree to cooperate with Blueprint in a timely manner to facilitate the completion of the project. This includes providing all required materials, assets, logins, and content that Blueprint requests, as well as timely feedback, approvals, or instructions at various stages of the project. Any delays on your part (such as slow provision of content or slow approval of drafts) can impact the project timeline, and Blueprint will not be responsible for any missed deadlines or delays resulting from your failure to fulfill these obligations.
Clear and prompt communication is essential for project success. You must provide accurate contact information and be reasonably available via email, phone, and/or SMS for the duration of the project. If you deliberately ignore or fail to respond to Blueprint's communications (including emails, SMS, or phone calls) for a period exceeding 14 consecutive days without prior agreement:
You must clearly communicate the project requirements at the start. Any changes in scope or additional requests during the project must be discussed and agreed in writing. Such changes may result in additional fees or timeline adjustments. Blueprint will not be obliged to perform any additional work outside the agreed scope unless both parties have signed off on the scope change and any applicable costs.
Unless otherwise agreed in writing, Blueprint retains ownership of all intellectual property rights in any materials, content, designs, code, graphics, documents, or other deliverables created or provided by us during the course of the project (“Deliverables”) until full payment of all fees has been received. This means that all Deliverables remain the property of Blueprint until you have paid all invoices related to the project in full.
Upon receiving full and final payment for the project, Blueprint will transfer ownership of the final Deliverables to you. After full payment, you will own the copyright and any applicable intellectual property rights in the final Deliverables as expressly agreed (subject to any third-party rights or open source components incorporated, which will be disclosed if applicable). Blueprint will, at your request, take reasonable steps to provide you with documentation or confirmation of the transfer of ownership. Prior to full payment, any work provided to you is provided only for review purposes and no license or ownership is granted to you until all amounts due are paid.
You grant Blueprint the right to display or reference the completed project deliverables in our portfolio, website, or marketing materials, for the purpose of showcasing our work, unless you explicitly request in writing a confidential project (e.g. for non-disclosure reasons). We will not use or publish any of your confidential information in doing so. Blueprint also reserves the right to include a discreet credit (such as a website footer notice) on deliverables like websites or designs, indicating that the work was created by Blueprint, unless otherwise agreed.
If the project involves use of third-party materials (such as stock images, fonts, software, plugins, or libraries), the intellectual property rights in those materials remain with the respective owners. Blueprint will either procure the appropriate licenses on your behalf (with costs approved by you) or instruct you on necessary license purchases. All third-party licenses will be owned by you upon project completion if paid for by you, but the terms of those third-party licenses will govern your use of those materials. Blueprint is not liable for any limitations imposed by third-party licenses.
To the fullest extent permitted by Australian law, Blueprint shall not be liable for any indirect, incidental, special, or consequential damages whatsoever, whether in contract, tort (including negligence), statute or otherwise, arising out of or in connection with our services or these Terms. This includes, without limitation, any loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunities, loss of data, or damage to goodwill arising from the services provided or the outcome of any project, even if we have been advised of the possibility of such damages.
To the extent permitted by law, Blueprint's total aggregate liability for any claim arising out of or in connection with our services or these Terms (whether in contract, tort, or otherwise) shall be limited to the total amount of fees actually paid by you to Blueprint for the specific project or service that gave rise to the claim. If no fees were paid (for example, in the case of use of free information on our website), then we owe no liability. This limitation reflects a reasonable allocation of risk between the parties.
You may have rights under the Australian Consumer Law (ACL) or other statutes which imply certain warranties or conditions or give you certain guarantees. Nothing in these Terms is intended to exclude, restrict, or modify any condition, warranty, guarantee, right or remedy implied or imposed by any law (such as the ACL) which cannot be lawfully excluded. To the extent that Blueprint is able to limit the remedies available under the ACL, we expressly limit our liability to (at our option) the supply of services again or payment of the cost of having the services supplied again. However, if a guarantee under the ACL is deemed to apply to the services we provide, and we cannot legally exclude it, then to the extent permitted by law, our liability for breach of that guarantee will be limited as set out in the preceding sentence.
Any information, guidance, or suggestions provided by Blueprint in the course of performing services (including any marketing advice or strategies) are of a general nature. While we strive to provide valuable insights, such information does not constitute professional advice specific to your circumstances, and we make no guarantee of any particular outcomes. You are responsible for all decisions you make based on our deliverables or recommendations. Blueprint will not be liable for any damages resulting from decisions made by you based on our work or advice, except to the extent such damages are directly caused by a breach of our duties under these Terms.
You acknowledge that timely completion of the project requires your prompt cooperation. Any delays on your part – for example, failing to provide requested information, content, feedback or approvals by agreed deadlines – will extend the project timeline. Blueprint is not responsible for any delays or missed milestones caused by your delay or inaction, and any deadlines or delivery dates will be adjusted accordingly. We will use our best efforts to accommodate reasonable delays, but prolonged inactivity or significant delays may result in a project suspension or re-scheduling as outlined in Section 3.2.
Blueprint will not be liable for any failure or delay in performing our obligations if that failure or delay is due to circumstances beyond our reasonable control. This includes delays or outages caused by third-party providers or services that are integrated with or required for the project. Examples include:
While Blueprint will make commercially reasonable efforts to meet agreed timelines, any schedule or estimated delivery date is an estimate. We do not guarantee project completion by a specific date if delays occur due to any of the reasons above. You agree that delays arising from such external factors do not constitute a breach of these Terms by Blueprint, and you release Blueprint from any liability for losses or damages you may suffer due to such delays. If a delay becomes significant, both parties will discuss in good faith a reasonable extension of time or modification of project scope as needed.
These Terms, and any proposal or contract referencing them, constitute the agreement between Blueprint and you regarding the services. No variation or amendment of these Terms will be valid or enforceable unless it is made in writing and signed by an authorized representative of Blueprint. This means that any changes you request to the agreed Terms or project scope must be documented (for example, via a written addendum or change order) and formally accepted by Blueprint to take effect.
No waiver of any right or remedy by Blueprint is effective unless it is in writing and signed. Failure or delay by Blueprint to enforce any part of these Terms at any time shall not be construed as a waiver of Blueprint's rights to enforce that part or any other part in the future. Any waiver granted for a particular instance or circumstance is not a waiver for any other instance or circumstance. Blueprint's rights and remedies under these Terms are cumulative and not exclusive of any rights provided by law.
These Terms (together with any written proposal, estimate, or contract provided by Blueprint and accepted by you) form the entire agreement between the parties relating to the services and deliverables provided by Blueprint. It supersedes all prior discussions, negotiations, understandings, or agreements (whether oral or written) between you and Blueprint regarding the same subject matter. Each party acknowledges that in entering this agreement it does not rely on any representation, warranty or understanding not expressly set out in these Terms.
Blueprint reserves the right to terminate this agreement or cancel a project at any time by giving you written notice, if: (a) you are in breach of any of these Terms and do not remedy the breach within 7 days of receiving notice of the breach (if it is capable of remedy); (b) you become insolvent, bankrupt, or enter into any arrangement with creditors; or (c) we determine, in our reasonable discretion, that we cannot continue to provide the services due to ethical or legal concerns or an irreconcilable breakdown in communication. In the event of termination by Blueprint due to your breach or other fault, you remain liable for any unpaid fees for work completed up to the termination date and any other costs or expenses incurred by Blueprint in connection with the project.
You may terminate the project early by giving Blueprint written notice. However, please note that all payments made are non-refundable as per Section 2.3. If you terminate the project before completion, any unpaid work completed up to that point will immediately become due and payable. Blueprint will invoice for any portion of work completed but not yet paid (at our applicable hourly rates or as a reasonable proportion of the project fee, as appropriate). Termination of the project by you does not absolve you of the obligation to pay for services already rendered or costs incurred on your behalf.
Upon termination of a project for any reason, Blueprint will cease working on the project. Provided all fees due have been paid, we will deliver to you any work completed up to the date of termination. If full payment has not been made, Section 4.1 (Blueprint's retention of intellectual property until full payment) continues to apply, and we may withhold delivery of work product. Clauses in these Terms which by their nature are intended to survive termination (including but not limited to provisions on intellectual property, liability, confidentiality, and governing law) will remain in effect.
Both parties may receive confidential or proprietary information from the other during the course of a project. Each party agrees to treat as confidential all information received from the other party that is not publicly available. Confidential information includes, but is not limited to, trade secrets, business strategies, marketing plans, client lists, technical information, design drafts, and any documentation marked or described as “confidential”.
The receiving party of confidential information must not disclose it to any third party without the prior written consent of the disclosing party, except to the extent necessary for the performance of the project (in which case persons to whom the information is disclosed – such as subcontractors – must be bound by similar confidentiality obligations). The receiving party must also not use the confidential information for any purpose other than the project or services for which it was provided.
The obligations of confidentiality do not apply to information that: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) was rightfully received from a third party without restriction and without breach of any obligation of confidentiality; (c) was already known by or in the possession of the receiving party prior to disclosure (as evidenced by written records); or (d) is required to be disclosed by law or a court, provided the receiving party gives reasonable notice (if legally permitted) to the disclosing party to contest or limit the scope of disclosure.
These confidentiality obligations commence upon the disclosure of confidential information and will survive indefinitely beyond the termination or expiry of the project or these Terms, until such time as the information no longer qualifies as confidential or the disclosing party releases the receiving party from these obligations in writing.
These Terms, and any dispute or claim arising out of or in connection with our services or this agreement, are governed by the laws of the State of Victoria and the Commonwealth of Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and the federal courts of Australia for any legal proceedings in connection with these Terms. If you are located outside Australia, you agree that Australian law applies and you waive any objection to the jurisdiction of Australian courts on the grounds of inconvenient forum or any similar doctrine.
Nothing in these Terms is intended to contravene the requirements of the Australian Consumer Law. If you are deemed a “consumer” under Australian law, you may have certain rights and remedies that cannot be excluded or limited by contract, and provisions of these Terms will be read down to the extent necessary to comply with such laws.
In the event of any dispute between the parties in relation to a project or these Terms, both parties agree to first engage in good faith discussions and attempt to resolve the issue amicably through negotiation. If a dispute cannot be resolved through negotiation within a reasonable period, the parties may consider mediation or other alternative dispute resolution methods before resorting to litigation.
If any provision of these Terms is found to be invalid, void, or unenforceable by a court of competent jurisdiction, that provision shall be severed to the minimum extent necessary, and the remainder of the Terms shall remain in full force and effect. Any invalid or unenforceable provision will be interpreted or replaced in a manner that closely reflects the original intent and purpose of the provision, within the limits of applicable law.
You may not assign or transfer any rights or obligations under these Terms to any third party without the prior written consent of Blueprint. Blueprint may assign or subcontract its rights or obligations (in whole or part) to a qualified third party or affiliate, but will remain responsible for the performance of any subcontracted obligations.
Any formal notice or communication under these Terms shall be given in writing and delivered to the recipient's designated email address or physical address. Notices to Blueprint should be sent to the contact address listed on our website (or as otherwise provided), and notices to you will be sent to the contact information you provided. Notices sent by email will be deemed received on the day of sending if sent on a business day before 5:00pm (recipient's time), otherwise on the next business day, and notices sent by postal mail will be deemed received five business days after posting.
The content, materials, and information on the Blueprint Marketing Agency website are provided for general informational purposes only. Nothing on this site constitutes legal advice, financial advice, or any other professional advice specific to your circumstances. You should not rely on any information on this website as a substitute for proper professional advice tailored to your situation. If you require advice or assistance in a particular field (legal, financial, marketing, or otherwise), you should consult a qualified professional.
While we strive to keep the information on our website up-to-date and correct, Blueprint makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability of any content on the site. The website content is provided “as is” and as available. Any reliance you place on such information is strictly at your own risk. We may update or change content on our website at any time without notice, but we make no commitment to keep information updated.
To the fullest extent permitted by law, Blueprint Marketing Agency disclaims all liability for any loss or damage arising out of or in connection with your use of this website or reliance on its content. This includes, without limitation, any direct, indirect, incidental, special, or consequential damages; loss of profits or revenue; business interruption; or loss of data, even if we are expressly advised of the possibility of such damages. You assume full responsibility for how you use the information on this site, and you agree that Blueprint will not be responsible or liable for any claim, damage, or loss resulting from your use of or reliance on the website content. Nothing in this disclaimer is intended to exclude any liability which cannot be excluded under Australian law, and if any consumer guarantees under the Australian Consumer Law apply to your use of this website, those guarantees remain in effect.
Our website may contain links to third-party websites or resources for your convenience. Such links do not signify that we endorse or have any control over those third-party websites or their content. Blueprint is not responsible for the availability, accuracy, or content of any external sites or resources linked on our website. Following links to any external websites is done at your own risk. We encourage you to review the terms and privacy policies of any third-party sites you visit via links from our site.
Your use of our website or receipt of information from it does not create any contractual or professional relationship between you and Blueprint. For example, simply reading our blog posts or informational content does not make you a client of Blueprint Marketing Agency. A client relationship is only formed after entering into a formal agreement or engagement for our services and paying any required fees.
We do not guarantee that our website will be free from viruses, malware, or other harmful components, although we take reasonable measures to secure our site. You are responsible for ensuring that any device you use to access our website is protected by up-to-date antivirus and security software. Blueprint will not be liable for any damage to your computer system or loss of data that results from the download of any content from our site or from any technical issues or interruptions in website access.
Blueprint reserves the right to modify or update the content of this website and this Disclaimer at any time without notice. By continuing to use our website, you agree to be bound by the current version of this Disclaimer and any other legal terms posted on the site. It is your responsibility to check this page periodically for changes. If you do not agree with any part of this Disclaimer or any changes made to it, you should discontinue your use of our website.
If you have any questions about this Disclaimer or the Terms and Conditions, or if you need further information, please contact us through the contact details provided on our website. We will be happy to assist you and clarify any concerns.