Master Terms & Conditions

Please read the following Master Terms and Conditions (the “Agreement”) which govern your use of the website located at oneredcow.com and establish the foundational legal relationship between ONE RED COW (the "Agency", "we", "us") and all enterprise clients, individuals, and corporate entities associated with our services. If you do not agree to this Agreement, do not use our platforms or engage our services. We reserve the right to amend this Agreement at any time to reflect changes in regulatory compliance, Artificial Intelligence legislation, or Australian Consumer Law.

1. Definitions and Interpretation

"Agency" means One Red Cow, a specialized brand strategy and AI optimization firm based in Victoria, Australia.

"Client" means the entity, corporation, or individual engaging the Agency for Services.

"Deliverables" means the final, approved materials, strategies, reports, code, or visual assets produced by the Agency specifically for the Client under a Statement of Work.

"Background IP" means any intellectual property, methodologies, code libraries, AI prompts, strategic frameworks, or proprietary assets owned by the Agency prior to the commencement of the engagement, or developed independently of the Client's specific project.

"Foreground IP" means the new, original intellectual property created specifically and exclusively for the Client as part of the Deliverables.

2. Scope of Engagement & Statement of Work (SOW)

The Agency operates on a project or retainer basis. All Services provided by the Agency will be governed by a formally executed Statement of Work (SOW) or written proposal. The SOW will detail the specific Deliverables, timelines, and commercial parameters.

Any requests by the Client that fall outside the parameters of the executed SOW ("Out of Scope") will be subject to a formal Change Request process. The Agency reserves the right to halt production until Out of Scope fees are agreed upon and authorized in writing by the Client's authorized representative.

3. Financial Terms & Remuneration

Unless otherwise negotiated in a customized MSA, standard Agency practice requires a fifty percent (50%) non-refundable mobilization deposit prior to the commencement of any strategic, creative, or developmental work. The remaining fifty percent (50%) is strictly due upon delivery of the final project files, or upon the project launch date, whichever occurs first.

All invoices are strictly payable within fourteen (14) days of the issue date. The Agency reserves the right to charge interest on overdue accounts at a rate of 2% per month, compounding daily. Furthermore, the Agency reserves the right to suspend all active campaigns, hosting, or strategic services, and withhold all Deliverables, until outstanding accounts are settled in full.

Media spend, third-party licensing (including premium stock, proprietary software, or voice-agent API costs) are the strict responsibility of the Client and are not included in the Agency's professional service fees unless explicitly itemized in the SOW.

4. Intellectual Property & Copyright Transference

4.1 Background Intellectual Property

The Agency retains absolute and exclusive ownership of all Background IP. The Client is granted a non-exclusive, worldwide, royalty-free license to use the Background IP only to the extent necessary to utilize the final Deliverables. This license does not permit the Client to extract, reverse-engineer, or commercially resell the Agency's Background IP.

4.2 Foreground Intellectual Property

Upon receipt of full and final payment of all associated invoices, the Agency assigns to the Client all rights, title, and interest in the Foreground IP created specifically for the Client. Prior to full payment, all Foreground IP remains the exclusive property of the Agency.

4.3 Working Files and Rejects

Working files (including but not limited to raw PSDs, uncompiled code, AI training models, and After Effects project files), draft concepts, and unused revisions remain the exclusive property of the Agency and are not transferred to the Client under any circumstances, unless a specific "Source File Buyout" fee is negotiated.

4.4 Moral Rights

The Agency procures all necessary moral rights consents from its employees and contractors, permitting the Client to modify, adapt, or alter the final Deliverables without infringing upon the original creator's moral rights under the Copyright Act 1968 (Cth).

5. Artificial Intelligence & Answer Engine Optimization (AEO)

As a leading AI-first strategy firm, the Agency extensively utilizes proprietary and third-party Artificial Intelligence tools, Large Language Models (LLMs), and algorithmic methodologies to deliver AEO, GEO (Generative Engine Optimization), and creative services.

• Algorithmic Unpredictability: The Client acknowledges that generative AI models and Answer Engines (such as Google Gemini, OpenAI ChatGPT, Perplexity) are black-box systems owned by independent third-party tech corporations. These systems update their retrieval algorithms, weighting protocols, and output generation unpredictably. Therefore, the Agency makes no representations or warranties, and expressly disclaims any guarantee, regarding specific ranking, citation frequency, or permanent brand placement within any AI-generated response or generative search interface.
• AI in Creative Production: The Agency reserves the right to employ Generative AI tools (including image, video, and code generation models) during ideation, prototyping, and final production. The Agency ensures that human oversight is applied to all Deliverables to meet enterprise quality standards; however, the Agency is not liable for evolving international copyright interpretations regarding AI-generated outputs.
• Data Ingestion Restrictions: The Agency explicitly agrees *not* to input the Client’s highly confidential, proprietary, or unreleased trade secrets into public, open-training instances of LLMs without explicit authorization.

6. Client Responsibilities & Indemnification

The Client is solely responsible for ensuring that all materials, data, logos, trademarks, and copy provided to the Agency for use in the Deliverables do not infringe on the intellectual property rights, privacy rights, or legal rights of any third party.

The Client agrees to fully indemnify, defend, and hold harmless ONE RED COW, its directors, employees, and affiliates from any and all claims, liabilities, damages, legal actions, or costs (including full indemnity legal fees) arising from:

• The Client's breach of these Terms and Conditions;
• The Client's use or misuse of the final Deliverables or AI tools provided;
• Any claim that the materials provided by the Client infringe upon a third party's trademark or copyright.

7. Warranties and Limitation of Liability

The Agency warrants that it will perform the Services with the standard of care, skill, and diligence normally provided by a top-tier professional advertising and digital strategy agency.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY THE AUSTRALIAN CONSUMER LAW (ACL), THE AGENCY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE AGENCY SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR REPUTATIONAL DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE DELIVERABLES.

In the event that the Agency is found liable for a breach of a statutory guarantee under the Competition and Consumer Act 2010 (Cth) that cannot be legally excluded, the Agency's total aggregate liability shall be strictly limited, at the Agency's sole discretion, to either: (a) the re-supply of the Services; or (b) the payment of the cost of having the Services re-supplied. In all other circumstances, the maximum liability of the Agency to the Client shall not exceed the total fees paid by the Client for the specific Statement of Work under which the claim arose.

8. General Website Use Conduct

While accessing oneredcow.com, users are strictly prohibited from:

• Reverse-engineering, scraping, or utilizing automated bots to extract proprietary Background IP, code, or strategic methodologies.
• Uploading or transmitting any viruses, trojans, or malicious code designed to interrupt or destroy the functionality of our digital infrastructure.
• Attempting to gain unauthorized access to our CMS, client portals, or internal AI deployment networks.

We reserve the right to monitor website traffic and to disclose any information necessary to satisfy law enforcement requests, or to protect the digital security of our enterprise network.

9. Governing Law and Dispute Resolution

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of Victoria, Australia.

In the event of a dispute, both parties agree to first attempt to resolve the matter in good faith through executive-level mediation. If the dispute remains unresolved after thirty (30) days, the parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia.