Terms and conditions
1. Originality
MR & Co (‘the designer’) warrants that all designs have been conceived by the designer.
2. Confidentiality
Each party agrees for themselves, their employees, contractors and agents to keep the terms and the subject matter of this agreement confidential and to not disclose any information concerning this agreement or its subject matter other than to their professional advisers or as required by law without first obtaining the written consent of the other party.
3. Copyright
All right title and interest in the copyright and/or the exclusive design rights in the works created pursuant to this contract vest in the designer until such time as the design fees have been paid in full. Upon payment of such fees the designer undertakes to transfer all right title and interest in such copyright and/or design rights to the client.
4. Publicity Rights
Subject to payment of the design fees work created pursuant to this agreement, MR & co retains the right to showcase your project on their website and design portfolio for the sole purpose of promoting our work unless notified in writing that the work cannot be published.
5. Variations
Any variation to the commission required by the client will be subject to written confirmation by the designer and may attract additional fees.
6. Expenses
In addition to the design fee the designer shall be entitled to reasonable out-of-pocket expenses, actually and properly incurred in the execution of the Commission at cost plus a handling fee for administration. Typically these may include: photographs, stock images/footage/audio and professional/trade services required to complete the Commission.
7. Original & Production Files
The designer owns the working original/production files. These will only be supplied upon negotiation.
8. Definition & terms of rates
When working to a day rate, this equals eight (8) hours of labour. Additional work is charged per hour. Saturday work is at x1.5 rate and Sundays and public holidays are charged at x2 rate.
9. Liability
9.1 Except as expressly provided to the contrary in this agreement, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the work to be performed by the designer or to this agreement are excluded unless contained as an express term of this agreement. Without limiting the generality of the proceeding sentence, the designer shall not be under any liability to the client in respect of any loss or damage (including consequential loss or damage) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the work performed by the designer or the failure or omission on the part of the designer to comply with its obligations under this agreement.
9.2 Where any Act of Parliament implies in this agreement any term, condition or warranty, and that Act avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such term, condition or warranty shall be deemed to be included in this agreement. However, the liability of the designer for any breach of such term, condition or warranty shall be limited to no more than the design fee.
10. Force Majeure
10.1 The designer shall not be liable for any delay or failure to perform its obligations if such failure or delay is due to force majeure being any act, omission or circumstances over which the designer could not reasonably have exercised control.
10.2 The designer shall notify the client as soon as practicable of any anticipated delay due to force majeure. The performance of the designers obligations under this agreement shall be suspended for the period of the delay due to force majeure.
11. Termination
11.1 This agreement may be terminated by the client at any time.
11.2 Without limiting the generality of any other clause in this agreement, the designer may terminate this agreement immediately by notice in writing if:
11.2.1 any payment due from the client to the designer pursuant to this agreement remains unpaid for a period of 30 days; or
11.2.2 the client becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration; or
11.2.3 the client, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving; or
11.2.4 the client ceases or threatens to cease conducting its business in the normal manner.
11.3 Upon termination of this agreement for any reason the designer may:
11.3.1 retain any moneys paid;
11.3.2 charge a reasonable sum for work performed in respect of which work no sum has been previously charged covering work already undertaken and expenses; and
11.3.4 pursue any additional or alternative remedies provided by law.
12. Payment
Payment terms 50% upon commencement of each stage of work and final 50% upon completion of each stage of work. Payment due within 15 days of invoice.
13. Dispute Resolution
In the event of any dispute arising in connection with this agreement which cannot be settled by negotiation between the parties or their representatives the parties agree to endeavour to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (ACDC) before having recourse to litigation. The mediator shall be a person agreed by the parties on failing agreement nominated by the ACDC.
14. Non-Assignability
Neither party shall assign the benefit of this agreement without the consent of the other party but this shall not prevent the designer from engaging the services of contractors or other professional or trade services required for satisfactory execution of the commission.
15. Notices
Notices under this agreement may be delivered by hand, by mail or by email to the usual place of business of the party being served.
16. Approval
To indicate your approval of this fee proposal, please email the confirmation of your agreement of these fees, terms and conditions to matt@matthewroberts.co
17. Law
This agreement shall be construed in accordance with the law of New South Wales