Last updated: 12th May 2026
These are the standard terms on which AX Content (Alice Elizabeth Xerri, ABN 62 684 183 009) supplies services to clients on a project-by-project basis. They apply alongside the scope and fees agreed in each individual proposal or quote.
If you've engaged AX Content for a piece of work, these terms apply unless we've signed something different that says otherwise.
1. Scope of services
1.1 These terms cover the provision of content writing and related marketing communications services by AX Content to the Client.
1.2 Services may include, but are not limited to:
2. Engagement and quoting process
2.1 The Client provides AX Content with a brief for each piece of work.
2.2 AX Content issues a written quote based on the brief, including scope, fee, and any relevant timing or deliverable details.
2.3 Work commences once the Client has accepted the quote in writing. Acceptance by email is sufficient.
2.4 Any changes to scope after a quote has been accepted will be discussed and may be subject to revised pricing or timing.
3. Fees and invoicing
3.1 Fees are quoted on a per-project basis. AX Content's pricing is reviewed periodically and may change over time; quoted fees apply only to the specific piece of work to which they relate.
3.2 All fees are exclusive of GST. GST is added where applicable and shown on the invoice.
3.3 Invoicing schedules vary by project type. Standard arrangements are:
3.4 Payment is due within 7 days of the invoice date, unless otherwise specified on the invoice.
3.5 Invoices include AX Content's ABN, a description of the services provided, and any applicable GST.
4. Late payment
4.1 If an invoice remains unpaid after the due date, AX Content may charge interest on the outstanding amount at 10% per annum, calculated daily from the due date until payment is received in full.
4.2 If an invoice remains unpaid for more than 14 days after the due date, AX Content may suspend further work and withhold delivery of any work in progress until all outstanding amounts are paid in full.
4.3 The Client is responsible for any reasonable costs incurred by AX Content in recovering overdue amounts, including legal and collection costs.
5. Acceptance and amends
5.1 Quoted fees include up to two rounds of amends per piece of work, unless otherwise specified in the quote.
5.2 Additional rounds of amends beyond those included in the quote may be charged separately at AX Content's standard rates.
5.3 Work is deemed accepted by the Client when the Client confirms acceptance in writing, or when 14 days have passed since delivery without the Client raising any issue, whichever occurs first.
5.4 Substantial revisions requested after acceptance will be treated as new work and quoted separately.
6. Cancellation
6.1 If the Client cancels a project after the quote has been accepted but before AX Content has commenced work, no fee is payable.
6.2 If the Client cancels a project after AX Content has commenced work, the Client pays 50% of the quoted fee, or the proportion of the fee reflecting work completed to date, whichever is greater.
6.3 Any work completed up to the point of cancellation will be delivered to the Client upon payment in accordance with clause 6.2.
7. Term and termination
7.1 The engagement commences on acceptance of a quote and continues until completion of the work, or in the case of a retainer, until terminated in accordance with this clause.
7.2 For retainer engagements, either party may terminate by providing 30 days' written notice to the other party.
7.3 Either party may terminate immediately if the other party commits a material breach that remains unremedied 14 days after written notice of the breach.
7.4 On termination, the Client pays for all work completed and accepted up to the termination date, and any work in progress that the Client has commissioned in writing.
8. AX Content's warranties
8.1 AX Content warrants that:
9. Client obligations
9.1 The Client agrees to:
9.2 The Client warrants that it has the right and authority to enter into this agreement.
9.3 Where delays in the Client providing briefs, materials, or feedback affect project timelines, AX Content is not responsible for the resulting delay and reserves the right to revise delivery dates accordingly.
10. Intellectual property
10.1 Upon full payment of the relevant invoice, intellectual property in the final deliverables transfers to the Client.
10.2 Until full payment is received, all intellectual property in the deliverables remains the property of AX Content.
10.3 AX Content retains the right to use general skills, knowledge, techniques, and ideas gained during the engagement.
10.4 AX Content may reference the Client and the general nature of work performed in portfolios, case studies, and marketing materials, unless the Client provides written objection.
10.5 Any pre-existing materials, tools, or methodologies owned by AX Content and used in the course of the services remain the property of AX Content. The Client is granted a non-exclusive licence to use those materials to the extent reasonably necessary to use the deliverables.
11. Confidentiality
11.1 Confidential information means any non-public information disclosed by one party to the other in connection with this agreement, including business plans, client information, financial information, strategies, and any information marked or reasonably understood to be confidential.
11.2 Each party agrees to keep the other party's confidential information confidential and not to disclose it to any third party without prior written consent, except as required by law.
11.3 Confidential information does not include information that:
11.4 The obligations in this clause survive termination of this agreement.
12. Freedom to do other work
12.1 AX Content may engage in other work and consulting arrangements during the term of any engagement, including with clients in similar industries.
12.2 Nothing in these terms requires AX Content to work exclusively for the Client or restricts AX Content from accepting other engagements, provided AX Content continues to meet its obligations under the engagement and complies with the confidentiality obligations in clause 11.
13. Conflicts of interest
13.1 AX Content will disclose to the Client any actual or potential conflict of interest that may reasonably affect AX Content's ability to perform the services impartially.
13.2 A conflict of interest does not arise solely because AX Content works with other clients, including clients in similar industries, provided AX Content complies with the confidentiality obligations in clause 11.
13.3 If a conflict of interest is identified, the parties will discuss in good faith how to manage or resolve it. If it cannot be resolved to both parties' satisfaction, either party may terminate the engagement under clause 7.
14. Non-solicitation
14.1 During the term of an engagement and for 6 months after termination, neither party will directly solicit for employment or engagement any employee, contractor, or supplier of the other party with whom they have had material contact through the engagement, without the other party's prior written consent.
14.2 This clause does not prevent either party from making general public recruitment advertisements or hiring individuals who respond to such advertisements without being directly solicited.
15. Subcontracting
15.1 AX Content may engage subcontractors to assist in providing the services, with the Client's prior approval (not to be unreasonably withheld).
15.2 AX Content remains responsible for the performance of any subcontractor and for ensuring that subcontractors comply with the relevant terms of this agreement, including confidentiality.
16. Insurance
16.1 AX Content holds, and will maintain for the duration of any engagement, the following insurances:
16.2 AX Content will provide evidence of these insurances on reasonable request.
17. Limitation of liability
17.1 AX Content's total liability under any engagement, whether in contract, tort (including negligence), or otherwise, is limited to the fees paid by the Client to AX Content in the 12 months preceding the event giving rise to the claim.
17.2 Neither party is liable to the other for any indirect, consequential, special, or incidental loss or damage, including loss of profit, loss of revenue, or loss of business opportunity.
17.3 Nothing in this clause limits any liability that cannot be excluded or limited by law.
18. Relationship of parties
18.1 AX Content is an independent contractor. Nothing in these terms creates an employment, partnership, or agency relationship between the parties.
18.2 AX Content is responsible for their own tax obligations, superannuation, and insurance.
18.3 Neither party has authority to bind the other or to enter into any obligation on the other's behalf.
19. Communication and availability
19.1 AX Content is generally available during standard business hours (Monday, Wednesday, and Thursday, Australian Eastern Time).
19.2 Response times are typically within one business day.
19.3 AX Content will communicate any periods of planned unavailability with reasonable advance notice.
20. Force majeure
20.1 Neither party is liable for any failure or delay in performing its obligations under these terms to the extent caused by an event beyond its reasonable control, including natural disaster, serious illness, pandemic, government action, or failure of essential infrastructure.
20.2 The affected party will notify the other party as soon as reasonably practicable and use reasonable efforts to resume performance.
20.3 If a force majeure event continues for more than 30 days, either party may terminate the engagement by written notice without further liability.
21. Notices
21.1 Any formal notice under these terms must be in writing and sent by email to the other party's nominated email address. For AX Content, that address is alice@axcontent.com.au.
21.2 A notice is taken to be received on the next business day after sending, unless the sender receives an automated non-delivery message.
22. Dispute resolution
22.1 The parties agree to attempt to resolve any dispute arising from these terms through good-faith discussion before pursuing any formal remedy.
22.2 If a dispute cannot be resolved through discussion within 30 days, either party may pursue any remedy available at law.
23. Survival
23.1 The following clauses survive termination of any engagement: clause 10 (Intellectual property), clause 11 (Confidentiality), clause 14 (Non-solicitation), clause 16 (Insurance, in respect of any period during which services were provided), clause 17 (Limitation of liability), and any other clause that by its nature is intended to survive termination.
24. Governing law
24.1 These terms are governed by the laws of Victoria, Australia.
24.2 Each party submits to the non-exclusive jurisdiction of the courts of Victoria.
25. General
25.1 These terms, together with the accepted quote or proposal for a specific engagement, constitute the entire understanding between the parties in relation to that engagement and supersede all prior agreements, representations, and understandings.
25.2 Amendments to an active engagement must be made in writing and agreed by both parties.
25.3 Neither party may assign an engagement without the prior written consent of the other party.
25.4 If any provision of these terms is found to be unenforceable, the remaining provisions continue in full force and effect.
25.5 A failure or delay by either party in exercising a right under these terms is not a waiver of that right.
26. Updates to these terms
26.1 AX Content may update these terms from time to time. The "Last updated" date at the top of this page reflects the most recent version.
26.2 Updates apply to new engagements from the date they are published. Engagements already in progress continue under the terms that were in force when the relevant quote was accepted, unless the parties agree otherwise in writing.
Questions about these terms? Email alice@axcontent.com.au.