Standard Terms and Conditions
This document sets out the terms on which we, Woof Creative Solutions Pty Ltd (ABN 89 120 975 706) (we/us/ our), will agree to provide you design and related services in return for payment.
2. Scope of Works
Prior to commencing work, we will provide you a Scope of Works. Upon receiving your approval in relation to the Scope of Works, a binding contract is formed between us and you incorporating these terms and the terms in the Scope of Works (Agreement). In the event any inconsistency between these terms and the terms in the Scope of Works, these terms prevail.
The Scope of Works will include details of the services you have engaged us to provide and the associate fees for those services. The fees specified in a Scope of Works are accurate up to an error margin of 10%. In the event there are any changes to the Scope of Works that are likely to result in fees being more than 10% above the fees specified in the Scope of Works, we will provide an updated Scope of Works with new fees for your approval. If you approve any updated Scope of Works, it will be incorporated into the Agreement.
We will on-charge any disbursements we incur on your behalf in relation to a Scope of Works. Disbursements may include printing, colour proofs, couriers, freight, image scanning, stock photography, hard drives and licence fees for stock photographs, music or videos.
We warrant that all work and materials we provide you in relation to a Scope of Works will not infringe the intellectual property rights of any third party.
Subject to receiving full payment of all amounts due to us under the Agreement, we grant you a non-exclusive, worldwide, perpetual, irrevocable and royalty-free licence to use the final approved designs we provide to you. Unless we otherwise agree in writing, this licence does not give you any rights in relation to design proposals, working files and/ or raw code. If you fail to pay any amounts due to us under the Agreement, we may:
a) suspend or cease providing you services;
b) take any action necessary to recover the amounts owing; and
c) take any action to prevent unauthorised use of materials we provide you.
The parties agree to keep confidential, and not to disclose or use for its own benefit or for the benefit of any third party (except as may be required for the performance of the Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding the other party’s products, business, customers, clients, suppliers, or methods of operation. The parties shall take reasonable precautions to safeguard the confidential information of the other party, but in the absence of any negligence or wilful disregard, neither party will be responsible for any loss or damage.
8. Terms of Agreement
The Agreement commences upon you approving the relevant Scope of Works and continues unless terminated as follows:
a) Either party may terminate the Agreement by giving written notice to the other party if the other party breaches its obligations under the Agreement and fails to remedy the breach within 14 days of receiving notice requiring it to remedy the breach.
b) Either party may terminate the Agreement for convenience by giving not less than 90 days’ written notice to the other party.
9. Payment terms
You shall pay each invoice we issue within 14 days from the date of the invoice. You shall pay us all amounts due under the Agreement in full without set-off or counterclaim, and without any deductions in respect of any taxes or like liabilities that you are responsible for under the Agreement. Initial invoices must be paid in full prior to commencement of work. All fees paid in advance are transferrable between jobs for up to 6 months from date of payment, but are otherwise non-refundable. We may charge interest on overdue amounts at 5% per annum or the maximum rate allowed by law, whichever is lesser, compounding monthly and accruing from the due date for payment until full payment is made.
Woof Creative Soutions Pty Ltd 18 Montague St, Collingwood VIC 3066 ABN. 89 120 975 706