Terms & Conditions

Agreement to Terms and Scope of Services

These Terms and Conditions of Service (“Terms”) establish the contractual framework between JENCEN GROUP PTY LTD, ABN 37 702 081 132 and ACN 702 081 132, trading as Studio Orris Australia (“Studio Orris Australia”, “Studio Orris”, “we”, “our” or “us”), and each individual, business, organisation or other legal entity that accesses our website, requests information about our services, accepts a proposal or quotation, enters into a service engagement with us or otherwise receives professional services from Studio Orris Australia (“you”, “your” or the “Client”).

These Terms govern the general conditions under which Studio Orris Australia provides professional, creative, strategic, business, digital, technology and People & Culture services. Use of our website is also subject to those provisions of these Terms that relate to website access, intellectual property, acceptable use, disclaimers, privacy and other website-related matters. A professional service engagement will arise separately through the Client's acceptance of a proposal, quotation, statement of work, Client Service Agreement, engagement letter or other commercial documentation issued or approved by Studio Orris Australia.

Studio Orris Australia provides multidisciplinary services that may include brand strategy, brand identity, creative direction, graphic design, content development, communications, marketing strategy, digital marketing, campaign development, social media, public relations support, website strategy, user experience and interface design, website design and development, digital transformation, software and platform development, business strategy, commercial advisory, business solutions, operational consulting, artificial intelligence and automation solutions, People & Culture consulting, human resources support, recruitment, workforce strategy, talent solutions, organisational development, assessments and other related services made available by Studio Orris Australia from time to time.

The exact services supplied to each Client will depend upon the particular engagement and will ordinarily be defined in a proposal, quotation, scope of work, service agreement, project schedule, statement of work or similar document. That documentation may specify the project scope, deliverables, assumptions, exclusions, responsibilities, estimated or agreed timeframes, professional fees, deposits, milestone payments, third-party costs, revision allowances, acceptance procedures and other conditions specific to the relevant engagement.

These Terms are intended to operate together with the documentation governing each Client engagement.

Where there is an inconsistency between these Terms and a specifically negotiated written agreement, the specifically negotiated agreement will prevail to the extent of the inconsistency. Unless the applicable document expressly provides otherwise, an executed Client Service Agreement or statement of work will ordinarily prevail over an accepted proposal or quotation, and an accepted proposal or quotation will ordinarily prevail over these general Terms in relation to the specific commercial terms of that engagement.

An enquiry, consultation, discovery meeting, introduction, request for proposal or request for quotation does not require Studio Orris Australia to accept an engagement. Studio Orris Australia may determine whether to accept proposed work having regard to available capacity, professional capability, timing, conflicts of interest, commercial requirements, legal and regulatory considerations, risk, suitability and the nature of the requested services.

An engagement may become binding when the Client signs or electronically accepts a proposal, quotation, Client Service Agreement, statement of work or other engagement documentation, expressly confirms acceptance in writing, pays a commencement payment or deposit where the relevant documentation provides that payment constitutes acceptance, or otherwise clearly instructs Studio Orris Australia to commence agreed services on agreed commercial terms.

The Client is responsible for reviewing all relevant engagement documentation before approving commencement. Where any scope, deliverable, assumption, exclusion, timeline, responsibility or commercial term does not reflect the Client's requirements, the Client should notify Studio Orris Australia before work commences or as soon as reasonably practicable after the issue becomes apparent.

Studio Orris Australia will provide agreed services with the degree of care and skill required by applicable law and otherwise in a professional manner appropriate to the nature of the engagement. Strategy, branding, creative work, marketing, consulting, business transformation, technology, recruitment and People & Culture engagements inherently involve professional judgement, and recommendations or deliverables may evolve as new information becomes available, project requirements are clarified, market circumstances change or Client priorities develop.

The Client agrees to cooperate reasonably with Studio Orris Australia and to provide information, content, access, feedback, decisions, approvals, credentials and other materials reasonably required for the performance of the services. Studio Orris Australia may reasonably rely upon information and instructions provided by the Client or the Client's authorised representatives unless there is a clear reason why reliance would be inappropriate.

The Client is responsible for ensuring that persons providing instructions, approvals or decisions on behalf of the Client have appropriate authority to do so. Studio Orris Australia may treat instructions received from nominated Client representatives as authorised instructions until notified otherwise.

Where Client feedback, approvals, information, access or materials are delayed, Studio Orris Australia may reasonably adjust the project timeline, resource allocation or sequence of work. Where a substantial Client-caused delay requires resources to be reallocated or work to be materially recommenced, the parties may agree a revised timeline and, where reasonably justified, revised fees.

Unless expressly identified in writing as a fixed contractual deadline, dates described as estimated, proposed, indicative, anticipated, scheduled or targeted are planning dates. Studio Orris Australia will use reasonable efforts to meet agreed schedules but cannot guarantee a particular date where completion depends upon Client cooperation, third parties, technical dependencies, external approvals, events beyond reasonable control or changes to the agreed scope.

Requests materially outside the accepted scope may constitute additional work. Studio Orris Australia will, where reasonably practicable, identify material out-of-scope requirements before undertaking them and may issue an additional quotation, variation, revised project schedule or updated statement of work.

Nothing in these Terms excludes, restricts or modifies any statutory guarantee, protection, right or remedy that cannot lawfully be excluded, restricted or modified under the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law or another applicable law.

Intellectual Property, Payments, and Limitations of Liability

Studio Orris Australia retains ownership of intellectual property that existed before a Client engagement or that has general application beyond the particular Client engagement. This may include proprietary methodologies, strategic frameworks, research methods, processes, systems, templates, workflows, design systems, working methods, reusable code, software components, automation frameworks, tools, models, documentation, know-how and other materials developed independently of the particular Client deliverables.

Unless expressly agreed otherwise, preliminary concepts, draft concepts, unused concepts, rejected designs, creative exploration, research material, editable working files, internal production documents, development environments, prototypes, source materials, reusable development components, internal templates and other working materials do not automatically transfer to the Client merely because they were produced or considered during an engagement.

Subject to payment of all amounts properly due in relation to the relevant work, ownership or licensing rights in agreed final Client-specific deliverables will transfer or be granted in accordance with the applicable Client Service Agreement, proposal, quotation or statement of work.

Where ownership of an identified final deliverable is expressly transferred to the Client, the transfer applies to the final Client-specific deliverable described in the relevant agreement and does not automatically transfer ownership of Studio Orris Australia's pre-existing intellectual property, methodologies, underlying tools, reusable systems, frameworks or other materials of general application.

Where Studio Orris Australia intellectual property is incorporated into a final deliverable but is not transferred to the Client, Studio Orris Australia grants the Client such licence as is reasonably necessary to use the final deliverable for its intended purpose, subject to the applicable engagement documentation and payment of amounts properly due.

Third-party materials may be incorporated into Client deliverables where appropriate. These may include fonts, software, applications, plugins, stock photography, illustrations, video, templates, code libraries, open-source software or other licensed materials. Third-party materials remain subject to the licences and terms imposed by their respective rights holders, and Studio Orris Australia cannot transfer greater rights than it lawfully possesses.

Where continued use of a third-party asset requires an ongoing subscription, licence or Client account following project completion, responsibility for maintaining that licence will pass to or remain with the Client unless otherwise agreed in writing.

The Client retains ownership of intellectual property supplied to Studio Orris Australia by the Client. The Client grants Studio Orris Australia a non-exclusive licence to access, reproduce, edit, modify, adapt and otherwise use Client-supplied materials to the extent reasonably necessary to perform the services.

The Client represents that it has the necessary rights, permissions and authority to provide materials to Studio Orris Australia and to authorise their use for the engagement. The Client must not knowingly provide or direct Studio Orris Australia to use material in a way that infringes copyright, trade marks, privacy rights, confidentiality obligations or other third-party rights.

Where a third-party claim arises directly from material supplied by the Client or from an instruction given specifically by the Client, the Client and Studio Orris Australia will cooperate reasonably in responding to that claim. To the extent permitted by law, the Client will be responsible for loss reasonably arising from a material breach of its obligations concerning Client-supplied materials, except to the extent that loss was caused or contributed to by Studio Orris Australia's own breach, negligence, wilful misconduct or unlawful conduct.

Fees for Studio Orris Australia services are payable in accordance with the applicable proposal, quotation, service agreement, payment schedule or invoice. Unless otherwise stated, fees are quoted in Australian dollars. Goods and Services Tax will be applied where required by law.

Studio Orris Australia may require an initial deposit, commencement payment, retainer or milestone payment before allocating resources or beginning work. The applicable amount and payment schedule will be identified in the relevant engagement documentation.

A deposit or commencement payment may be applied toward onboarding, preliminary work, research, administration, professional capacity reserved for the Client, committed resources and other reasonable costs associated with accepting and commencing the engagement.

Deposits are not automatically characterised as non-refundable in every circumstance. Where a Client cancels or terminates an engagement after commencement, Studio Orris Australia may retain or recover amounts properly attributable to work undertaken and reasonable costs or commitments properly incurred, subject to the terms of the relevant agreement and applicable law. Any amount that Studio Orris Australia is required by law or contract to refund will be refunded.

Invoices are payable by the due date shown on the applicable invoice or specified under the Client's engagement terms.

Where an undisputed invoice remains materially overdue, Studio Orris Australia may issue reminders and may, after reasonable notice where appropriate, suspend further work until payment has been received.

Where a Client disputes an invoice in good faith, the Client should notify Studio Orris Australia promptly, identify the disputed amount and provide reasonable information regarding the basis of the dispute. The parties will seek to resolve the disputed amount reasonably and in good faith. Any undisputed portion of the invoice remains payable in accordance with the applicable payment terms.

Late-payment interest or administration charges will apply only where disclosed in the applicable commercial documentation and permitted by law. Studio Orris Australia may seek reasonable external debt-recovery expenses where properly incurred and legally recoverable.

Studio Orris Australia may withhold the release or transfer of final deliverables where amounts properly attributable to those deliverables remain overdue, where permitted under the applicable agreement and applicable law. This does not permit Studio Orris Australia to withhold Client-owned information or property where it would be unlawful to do so.

Third-party expenditure is separate from Studio Orris Australia professional fees unless expressly stated as included. Third-party costs may include advertising expenditure, media spend, domains, hosting, software subscriptions, licences, photography, videography, printing, production, stock assets, applications, specialist contractors, infrastructure, travel and other external goods or services.

Studio Orris Australia may require Client approval or advance funding before incurring material third-party expenditure on the Client's behalf.

Studio Orris Australia does not guarantee that any professional service will produce a particular commercial result unless a specific result is expressly guaranteed in a written agreement authorised by Studio Orris Australia. Outcomes may depend upon Client implementation, budget, market conditions, competition, timing, consumer behaviour, internal business capabilities, technology and circumstances beyond Studio Orris Australia's control.

Nothing in these Terms excludes the statutory guarantees that apply to services where the Australian Consumer Law applies. The ACCC states that applicable service guarantees include that services will be supplied with due care and skill and, in relevant circumstances, will be fit for an agreed purpose and supplied within a reasonable time where no time has been fixed.

To the maximum extent permitted by applicable law, Studio Orris Australia will not be liable for indirect or consequential losses that are not reasonably foreseeable as a result of Studio Orris Australia's breach.

Where liability can lawfully be limited, Studio Orris Australia's aggregate contractual liability arising directly from a specific engagement may be limited to the liability amount agreed in the applicable Client Service Agreement or, where no specific amount has been agreed, the fees paid or payable to Studio Orris Australia for the particular services giving rise to the claim.

Any limitation of liability is subject to rights and remedies that cannot lawfully be excluded or restricted. Nothing in these Terms excludes or limits liability to the extent that exclusion or limitation is prohibited by law, including liability arising from fraud, wilful misconduct or another category of liability that cannot legally be excluded.

Each party is expected to take reasonable steps to mitigate loss that it claims to have suffered as a result of the other party's conduct.

Termination, Indemnity, and Governing Law

Either Studio Orris Australia or the Client may terminate an engagement in accordance with the termination provisions contained in the applicable Client Service Agreement, proposal, statement of work or other engagement documentation.

Where an ongoing engagement does not specify a termination period, either party may terminate by providing reasonable written notice having regard to the nature of the services, resources committed, work already undertaken and any external obligations entered into for the project.

Studio Orris Australia may suspend or terminate services where the Client materially breaches the applicable agreement and, where the breach is capable of remedy, fails to remedy the breach within a reasonable period following notice.

Studio Orris Australia may also suspend performance where an undisputed payment remains materially overdue after reasonable notice, where the Client's conduct creates a material security or legal risk, where continuation of the services would be unlawful, or where serious misconduct would make continued performance unreasonable.

Where urgent circumstances make continued access to Studio Orris Australia systems, personnel or confidential material unsafe or unlawful, Studio Orris Australia may take proportionate immediate protective action while the relevant circumstances are investigated.

The Client may terminate an engagement where Studio Orris Australia materially breaches its contractual obligations and, where the breach can reasonably be remedied, fails to remedy the breach within a reasonable period following written notice.

Termination does not extinguish rights or obligations that accrued before the effective termination date.

Upon termination, the Client remains responsible for fees properly incurred for work performed to the effective termination date together with approved or unavoidable third-party expenses and other amounts properly payable under the applicable engagement.

Studio Orris Australia will deal with prepaid amounts according to the applicable engagement documentation and applicable law. Any prepaid amount exceeding what Studio Orris Australia is lawfully entitled to retain will be refunded or otherwise appropriately accounted for.

Following termination and subject to properly outstanding amounts and applicable intellectual property rights, Studio Orris Australia will provide completed Client deliverables and reasonable handover assistance to the extent included within the relevant engagement or otherwise agreed.

To the extent permitted by law, the Client indemnifies Studio Orris Australia, its officers, employees and contractors against third-party claims and reasonably incurred loss arising directly from the Client's unlawful conduct, material breach of its contractual obligations, knowing infringement through Client-supplied materials or unauthorised use of Studio Orris Australia intellectual property.

Any indemnity is reduced to the extent that the relevant claim or loss was caused or contributed to by Studio Orris Australia's breach, negligence, wilful misconduct or unlawful conduct.

An indemnity under these Terms is intended to operate only to the extent reasonably necessary to protect legitimate interests and will not be interpreted or enforced in a manner prohibited by the Australian Consumer Law or applicable unfair contract terms legislation. The current unfair contract terms regime prohibits proposing, using or relying on unfair terms in covered standard-form consumer and small-business contracts.

Neither party will ordinarily be liable for a delay or failure to perform an obligation to the extent that the delay or failure is caused by events outside that party's reasonable control. Such circumstances may include natural disasters, severe weather, fire, flood, war, civil unrest, government action, widespread telecommunications or infrastructure failure, significant third-party technology outages, major supply-chain disruption, industrial action, epidemics or comparable circumstances beyond reasonable control.

A party affected by such circumstances should take reasonable steps to minimise disruption and resume performance when reasonably practicable. An event beyond reasonable control does not automatically remove an obligation to pay for services properly supplied before that event occurred.

Where a dispute arises in connection with an engagement, the parties should first seek to resolve the matter through good-faith discussions between appropriately authorised representatives.

A party raising a dispute should, where reasonably practicable, provide written information describing the issue, the relevant circumstances and the outcome sought. The other party should be given a reasonable opportunity to respond.

Where a dispute cannot be resolved directly, the parties may agree to participate in mediation or another appropriate alternative dispute-resolution process before commencing substantive court proceedings.

Nothing in these Terms prevents either party from seeking urgent injunctive relief, pursuing legitimate debt recovery, protecting confidential information or intellectual property, or exercising a statutory right to approach a regulator, tribunal, ombudsman or court where that right cannot lawfully be restricted.

These Terms and Client engagements governed by them are governed by the laws of Queensland, Australia, subject to any applicable mandatory law or jurisdictional right that cannot lawfully be excluded.

Subject to those mandatory rights, the parties submit to the jurisdiction of courts having jurisdiction in Queensland, Australia.

If any provision of these Terms is determined by a court or other competent authority to be unlawful, invalid or unenforceable, that provision may be read down or severed to the minimum extent legally necessary and the remaining provisions will continue to apply.

A failure or delay by a party in exercising a contractual right does not automatically constitute a waiver of that right.

Nothing in an ordinary Studio Orris Australia professional-services engagement creates an employment relationship, partnership, joint venture, fiduciary relationship or general agency between Studio Orris Australia and the Client unless expressly agreed in writing.

Website Data & Statistical Disclaimer

Information, figures, statistics, case studies, performance indicators, market observations and other data appearing on the Studio Orris Australia website or in Studio Orris Australia marketing material are provided to communicate information about our work, capabilities, experience, observations or previous project outcomes.

Where Studio Orris Australia publishes a numerical claim, statistic, result or case-study outcome, the information may be derived from Client reporting, project records, analytical systems, third-party data, publicly available information, internal analysis or a combination of relevant sources, depending upon the particular statement.

Studio Orris Australia will seek to ensure that claims concerning its services and performance are presented accurately and with reasonable substantiation appropriate to the nature of the claim. Australian Consumer Law prohibits false or misleading claims and requires representations about products or services to be accurate and based on reasonable grounds.

Statistics and results should be interpreted in the context in which they are presented. A result achieved in one engagement may not be representative of a result that can be achieved for another Client.

Historical performance, case studies, testimonials, audience figures, revenue outcomes, growth metrics, marketing performance, search visibility, recruitment outcomes and similar examples do not constitute a promise, warranty or guarantee of future results.

Individual outcomes may vary materially depending upon factors including industry, starting position, Client budget, implementation, Client decision-making, operational capability, market conditions, competition, audience behaviour, economic circumstances, technology, timing and other factors beyond Studio Orris Australia's reasonable control.

Any forecasts, projections, scenarios, recommendations or anticipated outcomes provided by Studio Orris Australia are professional assessments based upon the information reasonably available at the relevant time and are not guarantees of future performance unless a specific guarantee is expressly contained in a written Client agreement.

Information on the Studio Orris Australia website is provided in good faith but may change over time as our services, business, market information and underlying data change.

Nothing contained within a statistical or performance disclaimer authorises Studio Orris Australia to make a false, misleading or deceptive representation, and no disclaimer should be interpreted as requiring a Client or website visitor to disregard rights arising under applicable law.

Portfolio & Project Showcase Disclaimer

Studio Orris Australia may present selected Client work through its website, portfolio, credentials documents, social media channels, presentations, proposals, awards submissions, case studies, publications and other business-development or promotional materials.

Client work will only be publicly identified, displayed or discussed where Studio Orris Australia has an appropriate basis to do so, which may include permission contained within the applicable Client agreement, separate Client approval or another lawful basis agreed with the Client.

Studio Orris Australia recognises that some engagements are confidential or commercially sensitive. Where a Client Service Agreement, confidentiality undertaking, non-disclosure agreement or other arrangement restricts public disclosure, Studio Orris Australia will seek to comply with those restrictions.

Studio Orris Australia may therefore undertake work that is not displayed publicly. The Client projects appearing in our public portfolio do not represent the entirety of Studio Orris Australia's professional work, Client relationships, experience or capabilities.

The absence of a Client or project from our public portfolio does not indicate that the engagement did not occur and does not reflect the quality, significance, value or scope of work undertaken.

Where a Client has authorised a project to be displayed but later raises a legitimate confidentiality, intellectual property, privacy or commercial concern, Studio Orris Australia will consider the request reasonably and in accordance with the applicable agreement.

Third-party materials contained within a Client project remain subject to their applicable intellectual property rights and licences. Display by Studio Orris Australia does not represent ownership of third-party intellectual property.

A case study may describe the objectives, approach, services and outcomes associated with a Client project. Unless expressly stated otherwise, a case study is illustrative of that particular engagement and should not be interpreted as a promise that another Client will achieve the same result.

Where Studio Orris Australia publishes a Client testimonial, quotation or endorsement, it will seek to do so with appropriate permission and in a manner that does not materially misrepresent the Client's communication or the context in which it was provided.

HR & People Services Disclaimer

Studio Orris Australia's People & Culture, human resources, recruitment, talent and workforce services are provided as external professional consulting and business support services.

Depending upon the engagement, these services may include recruitment strategy, candidate sourcing, talent acquisition support, workforce planning, position design, organisational structure, HR operations, policy development, process improvement, employee experience, culture development, people systems, recruitment technology, assessment support, workforce analytics and other related services.

Studio Orris Australia is not a law firm and does not provide legal representation merely by providing People & Culture or HR services.

General HR guidance, policy assistance, templates, workforce recommendations, process advice or strategic People & Culture consulting should not be treated as a substitute for specialist legal advice where legal advice is required.

Where an employment, industrial relations or workforce matter involves significant legal risk, litigation, termination disputes, award interpretation, enterprise agreements, workplace investigations, discrimination proceedings, regulatory action, complex employee entitlements or another matter requiring specialist legal advice, the Client should obtain independent advice from an appropriately qualified Australian legal practitioner.

Studio Orris Australia may recommend that a Client obtain external legal, accounting, payroll, workplace relations or other specialist advice where the matter falls outside our professional scope or where independent professional advice would be appropriate.

The Client remains responsible for employment decisions concerning its own employees, workers and candidates unless Studio Orris Australia has expressly accepted responsibility for a specific administrative function under a written agreement.

Studio Orris Australia recommendations are intended to assist Client decision-making and do not transfer the Client's statutory obligations as an employer.

Recruitment services do not guarantee that a candidate will accept an offer, remain employed for any particular period, achieve a particular level of performance or be suitable for every aspect of a role.

The Client remains responsible for its final recruitment and employment decisions unless the relevant engagement expressly provides for another decision-making arrangement.

Studio Orris Australia may rely upon information provided by candidates, referees, Clients, public professional sources, professional networks and external screening providers. Unless independent verification has expressly been included within the engagement, Studio Orris Australia does not warrant that independently supplied information is complete or error-free.

Reference checks, right-to-work checks, background checks and other verification services are limited to the scope included within the relevant engagement. No screening process can necessarily identify every fact or future circumstance potentially relevant to an employment decision.

Where assessment, analytics, artificial intelligence or automated technology assists with recruitment or workforce activities, those tools may support professional analysis but do not necessarily make the final employment decision.

Studio Orris Australia may provide recommendations, rankings, assessments or indicators to support decision-making. Clients should apply appropriate human judgement and consider the requirements of applicable employment, discrimination, privacy and workplace law when making decisions affecting individuals.

Personal information processed in connection with People & Culture, recruitment and workforce services is handled in accordance with the Studio Orris Australia Privacy & Data Protection Policy and any additional privacy, confidentiality or data-processing arrangements applicable to the engagement.

Studio Orris Australia is not responsible for a Client's failure to obtain independent specialist advice where Studio Orris Australia has reasonably recommended that such advice be obtained and the relevant matter falls outside Studio Orris Australia's agreed professional scope, except to the extent responsibility cannot lawfully be excluded.

Questions regarding these Terms & Conditions may be directed to Studio Orris Australia, operated by JENCEN GROUP PTY LTD, ABN 37 702 081 132 and ACN 702 081 132, at 1/555 Brunswick Street, New Farm QLD 4005, Australia, by email at legal@studioorris.com.au , by telephone on +61 (07) 3608 5333 , or through studioorris.com.au.

Last updated: 15 September 2026.

© 2026 Studio Orris Australia. JENCEN GROUP PTY LTD. ABN 37 702 081 132. ACN 702 081 132. All rights reserved.