Terms & Conditions

1.5 Scope: The totality of services, deliverables, inclusions, exclusions, and limitations agreed between the parties, formed jointly by:

• These Terms & Conditions; and
• The written proposal or service description prepared by Officium Digital for the Client’s agreed service or product (as amended and approved).

2.3 Scope Formation Process

• Officium Digital will prepare a written proposal or service description based on the Client’s stated requirements.
• The proposal defines the initial Scope.
• Where required, the proposal may be amended by Officium Digital prior to or immediately following purchase to reflect the final agreed service or product.
• Once payment is made, the Scope is deemed accepted and locked.

3.2 Absolute Scope Control (Non‑Negotiable)

• Only services expressly listed in the Scope are included.
• Any request not explicitly included is deemed Out of Scope.
• Verbal instructions, assumptions, prior conduct, convenience, or implied expectations do not alter the Scope.

3.3 Out of Scope Requests Officium Digital may, at its sole discretion:

• Decline the request;
• Provide a revised quote;
• Require an upgrade, add‑on, or new service agreement.

4.1 The Client agrees to:

• Provide accurate, complete, and timely information, assets, access, and approvals;
• Respond to communications and requests within two (2) Business Days, unless otherwise stated;
• Ensure all materials supplied are legally owned or properly licensed.

4.2 Client‑Induced Delays Officium Digital shall not be liable for delays, reduced output, missed timelines, or service degradation caused by:

• Late, incomplete, or incorrect inputs;
• Failure to meet submission deadlines;
• Changes to instructions after work has commenced.

4.3 Where client delays occur:

• Timelines are automatically extended;
• Deliverables may be reused, templated, or progressed using previous inputs;
• No refunds, credits, or service extensions will be provided.

5.4 Excessive, unclear, last‑minute, or repetitive requests may be:

• Deferred to a later delivery cycle;
• Treated as Out of Scope; or
• Rejected at Officium Digital’s discretion.

6.3 Where required inputs are missing or late:

• Previous inputs may be reused; or
• Generic or template‑based outputs may be produced.

8.1 Officium Digital does not offer refunds for:

• Dissatisfaction with creative, operational, or strategic outcomes;
• Client‑caused delays;
• Unused time or capacity;
• Learning curves, testing phases, or iterative improvement cycles.

9.2 Officium Digital retains ownership of all:

• Frameworks, templates, processes, and methodologies;
• Know‑how, systems, and internal tooling;
• Pre‑existing intellectual property.

12.1 Officium Digital may suspend or terminate Services immediately where:

• Payment is overdue;
• The Client breaches these Terms;
• The Client repeatedly attempts to expand Scope without agreement;
• The Client engages in abusive, unreasonable, or obstructive conduct.

E1. Definition of Engines
“Engines” means Officium Digital’s structured, systemised, automation-led service models delivered as products and/or services, including but not limited to marketing, content, advertising, SEO, web, CRM, automation, or operational delivery systems. Engines are not bespoke agency services and do not constitute consultancy, advisory, or strategic services unless expressly stated. Engines are productised, factory-model delivery systems governed by automation, workflows, templates, and standard operating procedures.

E2. Nature of Engine Services
All Engines operate as standardised production systems, not custom service engagements; are delivered through fixed workflows, automation, and task sequences; use predefined templates, structures, limits, and constraints; are non-bespoke by design; and are not client-directed production environments. Clients acknowledge that Engines function as repeatable systems and not personalised services.

E3. Input-Based Delivery Model
Engines operate on an input-driven model. Client inputs trigger production. Outputs are generated strictly from submitted inputs. No interpretation, strategy, or advisory layer is implied. Incomplete or late inputs may result in templated, default, or reused outputs. Failure to submit required inputs does not pause billing or obligations.

E4. Automation & System Control
Engines are governed by automation systems, workflows, and platform integrations. Automation triggers control task creation, sequencing, and delivery. Manual intervention is limited to defined checkpoints. Clients accept that system logic determines workflow progression. Human discretion is intentionally restricted. Clients waive any expectation of manual custom routing, prioritisation, or exception handling.

E5. Capacity, Queuing & Throughput
Engines operate on capacity-controlled models. Work is processed in production queues. Priority is determined by system rules, not client urgency. No fast-tracking unless contractually defined. Volume is capped by engine design. Delivery is throughput-based, not time-on-demand.

E6. Non-Bespoke Limitation
Engines expressly exclude custom workflows, unique delivery structures, client-specific process design, one-off operational exceptions, and tailored production logic. All requests for bespoke handling are deemed Out of Scope.

E7. Output Constraints
Each Engine has fixed production limits, defined output caps, bounded actions per cycle, and enforces quantity and frequency limits. No Engine permits unlimited production, actions, revisions, or outputs.

E8. No Agency Relationship
Engines do not constitute agency representation, marketing management services, retained consultancy, strategic partnership, or outsourced department relationships. The relationship is product-service provision, not agency engagement.

E9. No Performance Dependency
Engines are operational systems, not performance guarantees. Outputs do not guarantee outcomes. Results depend on external platforms, markets, and inputs. No commercial, revenue, or growth outcomes are implied.

E10. Modification & Evolution of Engines
Officium Digital reserves the right to modify Engine workflows, update automation logic, change platforms and tools, replace internal systems, and improve production models, provided that output categories and commercial scope remain materially equivalent.

E11. Engine Compliance
Clients agree to comply with Engine workflows, input rules, submission deadlines, format requirements, and system processes. Non-compliance may result in delayed delivery, templated outputs, or service limitation.

E12. No Deviation Principle
No Engine is subject to ad hoc changes, informal requests, verbal modifications, side agreements, or undocumented variations. All changes require formal Scope amendment.

E13. Commercial Classification
Engines are classified as productised services, operational systems, automated delivery frameworks, and scalable production models. They are not classified as professional advisory services.

E14. Legal Positioning
Engines are provided on a systems-service basis. No fiduciary duty is created. No duty of care beyond contractual delivery. No reliance relationship is formed. No professional advisory liability is implied.

E15. Conflict Hierarchy
In the event of conflict between Engine workflows, SOPs, marketing materials, or communications: These Terms & Conditions prevail, followed by this Engine Appendix, then Approved Scope / Engine Description, SOPs / internal workflows, and finally marketing materials.

E16. Integration Clause
This Appendix forms part of the Terms & Conditions and is fully binding upon purchase, subscription, or use of any Engine-based product or service. Acceptance of any Engine constitutes acceptance of this Appendix in full.