Thinkroom Terms and Conditions

The services of Thinkroom Australia Pty Limited, ABN 24 635 528 773 (“Thinkroom”), are offered to you conditioned on your acceptance of these terms and conditions. Your acceptance of services from Thinkroom, or your agreement to a quote, proposal, or statement of work that incorporates these terms and conditions by reference, constitutes your agreement to these terms and conditions. These terms also apply to your use of the Thinkroom website at https://www.thinkroom.com/ (the “Website”). In these terms and conditions, “we”, “us”, and “our” refers to Thinkroom, and “you”, “your”, and “Client” refers to you, our client. A “party” refers to either you or us, or both, depending on the context.

Thinkroom provides growth strategy, marketing, business, design, and web design consultancy services (the “Services”). We will provide the Deliverables, Products, and Services using reasonable care and skill and within reasonable timeframes, except where delay is caused by circumstances beyond our reasonable control, including your delay in providing requested materials, approvals, or information.
We will not be liable for Products, Deliverables, or performance of Services that are not mutually agreed in writing and included in our quote, proposal, or statement of work. For example, we do not provide ongoing website maintenance or email hosting services unless agreed separately in writing.
Where we work with third parties (including web developers, software platforms, advertising platforms, or stock photography providers) to provide goods or services to you, and you have engaged with those third parties directly under their own terms and conditions, we are not liable for, and provide no warranty in respect of, those third party goods or services, and we are not a party to those third party terms.
We are entitled to engage subcontractors, freelancers, or other third parties to assist in delivering the Services. We remain responsible for the performance of the Services to the same extent as if performed by us directly.
Except for the express warranties stated in these terms and conditions, and to the maximum extent permitted by law, we make no warranties whatsoever and disclaim any other warranties, whether express or implied, including warranties of merchantability or fitness for a particular purpose. Nothing in this clause limits or excludes any rights or guarantees you have under the Australian Consumer Law that cannot be lawfully excluded.

You indemnify Thinkroom and its representatives from any financial and professional liability in respect of your offering, your compliance with applicable law, and your use of our Deliverables, Products, or Services, except to the extent the liability arises from our negligence, wilful default, or fraud.
You acknowledge that Thinkroom representatives are not chartered accountants or legal professionals, and that you should obtain independent professional advice on any financial, tax, or legal matter discussed.
Thinkroom is not liable for any losses arising from late production, non-material errors, or any indirect or consequential losses, including loss of profit, loss of business, loss of opportunity, or loss of data. Thinkroom does not guarantee or forecast any minimum sales, revenue, or return on investment from the Deliverables, Products, or Services, as outcomes depend on matters outside our control, including your business proposition, your own actions, the actions of your competitors, and economic conditions.
Any strategic, developmental, or advisory input provided by Thinkroom is provided on a non-executive, non-fiduciary, and recommendatory basis only. You retain sole responsibility for all decisions, actions, and implementation undertaken in reliance on that input.
Subject to the provisions below, and to the maximum extent permitted by law, Thinkroom’s aggregate liability for all causes, whether in contract, tort (including negligence), or otherwise, is limited to the total fees paid by you to Thinkroom in respect of the relevant monthly services or project giving rise to the claim in the twelve (12) months immediately preceding the event (or first event in a series of connected events) giving rise to the claim. No claim may be brought against Thinkroom more than twelve (12) months after the event giving rise to the claim.
If your use of our Deliverables, Products, or Services may expose you to professional liability that requires insurance cover, you must provide a detailed brief in writing to Thinkroom before commencement of the relevant project.
Nothing in these terms and conditions limits or excludes any liability that cannot lawfully be limited or excluded, including liability under the Australian Consumer Law for guarantees that cannot be excluded.

By agreeing to a quote, proposal, or statement of work, whether by email, signature, or commencement of Services, you agree to pay for the specified Deliverables, Products, and Services in accordance with these terms.

You must also pay any expenses we have incurred on your behalf in providing the Services (including, for example, stock photography licences, software subscriptions, or third party platform fees), provided we obtained your authorisation to incur those expenses in advance.

Unless otherwise agreed in writing, our invoices are payable within seven (7) days of the date of issue. All fees are exclusive of GST, which will be added where applicable.

Interest accrues on any amount not paid by its due date at the rate of two per cent (2%) per calendar month, calculated daily from the due date until the date of payment in full. This rate represents a genuine pre-estimate of our loss arising from late payment, including the cost of capital, administrative cost of pursuing payment, and disruption to cash flow.

You are liable for all reasonable costs we incur in recovering any overdue amount, including:

• collections agency fees and commissions;
• legal costs on an indemnity basis;
• court filing fees and enforcement costs; and
• reasonable internal administrative costs of pursuing the debt.

These costs will be added to the balance owing and form part of the debt recoverable from you.

You may not withhold, deduct, or set off any amount payable to us against any claim, dispute, counterclaim, or other amount alleged to be owed by us to you. All payments must be made in full and without deduction.

Any invoice not disputed in writing within seven (7) days of issue is deemed accepted by you as accurate and payable in full. A dispute under this clause must specify the line items disputed and the reasons for the dispute, and does not relieve you of the obligation to pay undisputed amounts on the due date.

If you provide card details or otherwise authorise card payment, you authorise us and our payment processor to charge that card for invoices issued under the relevant quote, proposal or statement of work. This authority extends to overdue invoices, agreed interest on overdue amounts, authorised expenses and recoverable costs payable under these terms, provided that we have first issued an invoice or payment notice identifying the amount to be charged.

We may charge the authorised card on or after the due date for the relevant invoice or payment notice. We will not intentionally charge an amount that is the subject of a genuine unresolved dispute notified to us in accordance with these terms, provided all undisputed amounts have been paid. Any card surcharge or payment processing fee charged to you will not exceed the cost to us of accepting that payment method, where applicable law restricts such surcharges.

We may, where permitted by law, disclose information about any overdue, undisputed amount owing to us to commercial credit reporting bodies, debt collection agencies, credit insurers, professional advisers and other third parties reasonably necessary for credit control, debt recovery or enforcement purposes. Without limiting any other right or remedy, if an amount remains overdue after we have made reasonable attempts to recover it, and the debt is not genuinely disputed, we may register or report a payment default or other relevant credit information with a commercial credit reporting body, including CreditorWatch or any equivalent provider. Where you are a company, trust, partnership or other entity, this clause applies to the entity that owes the debt. WHERE AN INDIVIDUAL HAS PERSONALLY GUARANTEED THE DEBT UNDER CLAUSE 5 BELOW, WE MAY ALSO TAKE RECOVERY ACTION AGAINST THAT GUARANTOR AND, WHERE PERMITTED BY LAW AND AFTER GIVING ANY REQUIRED NOTICES, DISCLOSE RELEVANT INFORMATION ABOUT THE GUARANTOR’S PAYMENT DEFAULT TO A CREDIT REPORTING BODY. We will not lodge a payment default in respect of an amount that is the subject of a genuine unresolved dispute notified to us in accordance with these terms, provided you pay all undisputed amounts by their due date.

IF YOU ENTER INTO AN ENGAGEMENT WITH THINKROOM ON BEHALF OF A COMPANY, TRUST, PARTNERSHIP, OR OTHER ENTITY, THE INDIVIDUAL SIGNING OR OTHERWISE ACCEPTING THESE TERMS PERSONALLY GUARANTEES THE DUE AND PUNCTUAL PAYMENT OF ALL AMOUNTS OWING TO THINKROOM BY THAT ENTITY. THIS PERSONAL GUARANTEE:
IS A CONTINUING GUARANTEE THAT SURVIVES TERMINATION OF THE ENGAGEMENT;
EXTENDS TO ANY COSTS OF RECOVERY PAYABLE UNDER CLAUSE 4; AND
MAY BE ENFORCED AGAINST THE GUARANTOR WITHOUT THINKROOM FIRST BEING REQUIRED TO PURSUE THE PRINCIPAL DEBTOR.

Without limiting any other right or remedy, we may suspend performance of the Services, in whole or in part, on written notice if:

• any invoice remains unpaid for more than fourteen (14) days after its due date;
• you commit a material breach of these terms and conditions and, where the breach is capable of remedy, fail to remedy the breach within seven (7) days of written notice; or
• we have reasonable grounds to believe you are insolvent, have committed an act of bankruptcy, have had a receiver, administrator, or liquidator appointed, or are otherwise unable to pay your debts as and when they fall due.

Suspension under this clause does not relieve you of any obligation to pay fees for Services performed up to the date of suspension, and we are not liable for any loss arising from the suspension. We will resume performance of the Services upon payment in full of all overdue amounts, or on such other terms as we agree in writing.

1. Thinkroom retains ownership of all intellectual property developed by Thinkroom in connection with the Services, including all sales systems, ad copy, operational structures, training programs, methodologies, frameworks, and other deliverables (collectively, “Thinkroom IP” and “Deliverables”). You acknowledge that Thinkroom works with a range of businesses and that any learnings, methods, techniques, or systems developed in the course of providing the Services may be used with other clients.
2. Subject to payment in full of all invoices under clause 4, we grant you a non-exclusive, worldwide, royalty-free licence to use, reproduce, and modify the Deliverables solely for your internal business and commercial use. The licence is revocable on written notice in the event of non-payment, and any continued use of the Deliverables after revocation constitutes a breach of these terms and an infringement of our intellectual property rights.
3. Except as expressly granted in clause 7.2, no rights or licences, whether express or implied, are granted to you in respect of any Thinkroom IP or Deliverables.
4. You warrant that any images, copy, data, or other materials supplied by you, or used by you in connection with the Services, are properly licensed for the relevant use and free from third party intellectual property restrictions. You indemnify Thinkroom against any claim, loss, or liability arising from a third party allegation that materials supplied by you infringe their intellectual property rights, including copyright.
5. You grant Thinkroom a non-exclusive, royalty-free licence to use your name, logo, and a general description of the Services performed for you in our marketing materials, portfolio, case studies, and similar promotional contexts. You may opt out of this licence by giving us written notice, in which case we will cease such use within a reasonable time. Confidential Information is not disclosed under this clause.

You are deemed to have accepted any Deliverable, Product, or Service unless you raise an issue in writing within seven (7) days of receipt. Where an issue is raised, we will use reasonable skill and care to remedy the issue, unless the matter is outside our reasonable control. Any change of scope arising from your feedback may require an additional fee, to be agreed in writing.

As a client of Thinkroom, you will grant us access to relevant social media, advertising, analytics, and other digital platforms required to deliver the Services. During the approval process conducted by those platforms after submission of advertising or other content, you will have an opportunity to request edits, check accuracy, or remove content as appropriate. Failure to communicate concerns prior to or during the approval period means that you are deemed to have checked and approved the content for publication.

Approvals of physical items, including signage and printed goods, whether given verbally or in writing, are binding and will result in those items being manufactured. On approval, you accept the artwork as accurate and accept liability for the costs of production.

6. Where Thinkroom is engaged to manufacture or supply specific products on your behalf, including materials or merchandise (the “Products”), until payment in full of all amounts owing to Thinkroom in respect of the Products and any associated Services:

• title to the Products remains with Thinkroom; and
• if you sell or dispose of the Products, or any part of them, you do so as agent for Thinkroom, and you hold the proceeds of sale on trust for Thinkroom.

 

7. Risk in any Products supplied passes to you on delivery.

8. If we have reasonable cause to believe that you have not complied with these terms, or that you have committed or are about to commit an act of bankruptcy, or (being a company) have had or are about to have a receiver, administrator, or liquidator appointed, or are or are about to become insolvent, we may suspend delivery of any Products or Services, or repossess any Products supplied. You indemnify us against any claim, cost, or liability arising from the exercise of our rights under this clause.

We may amend these terms and conditions from time to time. Where you are currently receiving Services from us, the amended terms will not apply to you until you agree in writing to be bound by them, or until the commencement of any renewal term, whichever is earlier. The version of these terms in force at the time of acceptance will continue to apply until that point.

Any amendment to a specific engagement (including scope, fees, or timeframes) must be agreed in writing by both parties.

Either party may terminate the engagement by giving sixty (60) days written notice to the other party. You remain liable to pay for any Services performed, and any reasonable or authorised expenses incurred, up to the effective date of termination.

Without limiting any other right or remedy, we may terminate the engagement immediately by written notice if:

• any invoice remains unpaid for more than thirty (30) days after its due date;
• you commit a material breach of these terms and conditions that is incapable of remedy, or that you fail to remedy within fourteen (14) days of written notice;
• you become insolvent, commit an act of bankruptcy, have a receiver, administrator, or liquidator appointed, are deregistered, or are otherwise unable to pay your debts as and when they fall due; or
• continuing the engagement would, in our reasonable opinion, expose Thinkroom to legal, regulatory, or reputational risk.

Where we terminate the engagement under this clause, no refund is payable in respect of fees already paid, and any amounts owing for Services performed up to termination remain payable in accordance with clause 4.

Where the engagement is terminated for any reason, you must promptly return or destroy (at our election) any Confidential Information, Thinkroom IP, or Deliverables in your possession that you are not licensed to retain under clause 7.

Clauses 2, 3, 4, 5, 7, 9, 11, 12, 13, 14, 16, and 18 survive termination of the engagement.

Fees paid to Thinkroom are non-refundable except where:

• Thinkroom terminates the engagement without cause and has not performed the corresponding Services; or
• a refund is required to be given under the Australian Consumer Law.

Services already performed, time already spent, and authorised expenses already incurred are not refundable in any circumstances, including where you terminate the engagement before completion of a project or before the end of a minimum term.

“Confidential Information” means all information or data (including oral, visual, written, and recorded information) provided by one party (the “Disclosing Party”) to the other (the “Recipient Party”) in connection with the Services, that is marked as confidential or that should reasonably be construed as confidential having regard to its nature and the circumstances of disclosure. Confidential Information includes information relating to the Disclosing Party’s operations, processes, strategic plans, designs, intentions, customers, suppliers, product information, know-how, inventions, trade secrets, formulae, software (including source code), and business affairs.

Confidential Information does not include information that is already known to the Recipient Party at the time of disclosure, becomes publicly known through no fault of the Recipient Party, is received from a third party without restriction on disclosure, or is required to be disclosed by law or court order, provided that the Recipient Party gives the Disclosing Party reasonable notice of the requirement to allow the Disclosing Party to seek a protective order.

The Recipient Party must not disclose Confidential Information to any third party and may use it only to perform or obtain the benefit of the Services. The Recipient Party may disclose Confidential Information to authorised employees, contractors, professional advisors, and other third parties who have a need to know, provided that those persons are bound by confidentiality obligations no less onerous than those in these terms.

Each party will comply with its obligations under the Privacy Act 1988 (Cth) and any other applicable privacy or data protection law in respect of personal information collected, used, or disclosed in connection with the Services.

Where Thinkroom collects, accesses, or handles personal information on your behalf (including through access to your advertising accounts, customer lists, or analytics platforms), Thinkroom will:

• use that information only for the purpose of providing the Services;
• take reasonable steps to protect that information from misuse, interference, loss, and unauthorised access; and
• return or destroy that information on termination of the engagement, except where retention is required by law.

You warrant that you have obtained all consents and provided all notices required for Thinkroom to handle personal information in the manner contemplated by the Services.

You acknowledge that we may collect, use and disclose personal information, credit-related information and business credit information for the purposes of assessing credit risk, administering the engagement, invoicing, payment processing, debt collection, enforcing these terms and reporting overdue debts or payment defaults where permitted by law. This may include disclosure to commercial credit reportin

During the term of the engagement and for a period of twelve (12) months following its termination or expiration for any reason, you must not, without our prior written consent, directly or indirectly:

• solicit, recruit, attempt to recruit, or induce any employee, contractor, or consultant of Thinkroom to leave Thinkroom or provide services to you or any third party;
• solicit, contact, or attempt to engage any existing client, customer, or partner of Thinkroom for the purpose of diverting their business away from Thinkroom; or
• solicit or induce any supplier, vendor, or business partner of Thinkroom to cease or reduce their business relationship with Thinkroom.

You acknowledge that the restrictions in this clause are reasonable and necessary to protect the legitimate business interests of Thinkroom.

Neither party is liable for any delay or failure to perform its obligations under these terms (other than an obligation to pay money) where the delay or failure is caused by circumstances beyond that party’s reasonable control, including acts of God, government action, pandemic, strikes, labour disputes, internet or telecommunications disruption, or changes to third party platforms such as Google Ads or Meta. The affected party must notify the other party as soon as reasonably practicable and use reasonable endeavours to mitigate the effect of the event.

If a dispute arises between the parties in connection with these terms or the Services, the parties must:

• first, attempt to resolve the dispute by good faith negotiation between authorised representatives within twenty-one (21) days of written notice of the dispute;
• if the dispute is not resolved by negotiation, attempt to resolve the dispute by informal mediation within a further thirty (30) days; and
• only then commence legal proceedings.

Nothing in this clause prevents either party from applying to a court for urgent interlocutory or injunctive relief to preserve its rights.

These terms and conditions are governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland and the courts of appeal from them in respect of any dispute arising out of or in connection with these terms, the Services, the Deliverables, or the Products.

Any notice given under these terms must be in writing and may be given by email to the email address most recently notified by the recipient party. A notice sent by email is deemed to have been received on the day of sending, provided no delivery failure notification is received. Either party may give backup notice by post to the recipient’s registered office or principal place of business, in which case the notice is deemed received three (3) business days after posting.

1. Nothing in these terms creates a joint venture, partnership, employment, or agency relationship between the parties.
2. If any provision of these terms is held to be invalid or unenforceable, it will be deemed limited or eliminated to the minimum extent necessary, and the remainder of these terms will remain in full force and effect.
3. These terms constitute the entire agreement between the parties in respect of their subject matter and supersede all prior agreements, representations, and understandings. No amendment is effective unless made in accordance with clause 15.
4. A failure or delay by either party to enforce any right or remedy under these terms is not a waiver of that right or remedy, and does not preclude later enforcement.
5. Thinkroom may assign its rights and obligations under these terms to a third party, including in connection with the sale of its business or assets. You may not assign your rights or obligations under these terms without our prior written consent.
6. In the event of a breach or threatened breach of these terms, Thinkroom is entitled to seek injunctive relief, damages, or any other remedy available at law, without the need to post any bond or other security.

If you have any questions or concerns regarding these terms and conditions, please contact support@thinkroom.com

Last updated 28 June 2026