Terms and Conditions of Trade
What you need to do
You must provide us with everything that we need to complete the project including text, images and other information as and when we need it and in the format that we ask for. You must ensure that the information given to us is complete and accurate, that we are entitled to use all the intellectual property provided to us and that it does not infringe the rights of any other person. You must review our work, provide feedback and sign-off approval in a timely manner. Deadlines work two ways and you will also be bound by any dates that we set together.
We will do our best to meet all the deadlines but we are not responsible for a missed launch date or a deadline if you are late in supplying materials or have not approved or signed off our work on-time.
Rights in created materials
We can make copies for our records of all documents and data you provide to us.
You will own the graphics and other visual elements that we create for you once our fees are paid in full. We will give you a copy of all files. You should store them safely as we may not keep them or provide any native source files that we use in making them. In the event of late or missed payments we will suspend or cancel services for which we have not been paid. Files and control of online services will be handed over when our fees are paid in full.
We own any markup, CSS and other code created and we license it to you for this engagement. All other documents we produce remain our property.
We love to show off our work and share what we have learned with other people, so we can display and link to the works we create and publish about our work.
Interest on overdue amounts
If you do not pay us on time, we may charge interest on all overdue accounts at National Australia Bank's Base Rate for business lending from time to time plus 5% per annum. Interest is payable on demand.
If you would like us to do other work, please let us know. We would like to agree further fees for this other work, but if we do not and you need us to do anything outside the scope of our work, we will charge you for that work at our standard hourly rates that then apply.
We will keep all information that you give us confidential unless it is otherwise publicly available, we need to disclose it to a consultant engaged to assist us with the work, in which case we will have the consultant agree with us to keep it confidential in the same terms, or we are ordered by a court or a governmental authority to disclose it.
We are an independent contractor, not your employee or partner.
To our knowledge, except where we are using artwork or text that you provide, work we produce under these terms will not violate any third party intellectual property rights.
Our liability limit
We are only liable to you for your direct losses for up to the amount of our fees you have paid us. Otherwise we are not liable for any loss you suffer in connection with our work or because our work is not done properly and in any event we are not liable for loss of profits, lost savings or other incidental, consequential or special damages.
You will pay on our demand any liability we incur because of your breach of these terms. Also, you will pay us all our legal costs we incur, on a full indemnity basis, in recovering any amount that you need to pay us under these terms.
Ending the engagement
If either of us materially breaches any of these terms, the non-breaching party may end this engagement by providing written notice of the breach to the breaching party. If the breaching party fails to cure the breach within 7 days of the notice, the engagement ends.
If we end this engagement, you must pay us immediately any part of our fee not then paid and cease using the work that we have created for you.