These are our terms of trade:
A description of how we expect to conduct our relationship with you.
A summary of the important bits
PROPOSALS AND INVOICES
1. Definitions: “Business” shall mean THORLEY CREATIVE (ABN 71 889 355 356), its employees, sub-contractors, freelance operators, associated agents, partners or third parties. “Clients” shall mean the individual, business or organisation using the services provided by Thorley Creative or instructing Thorley Creative to undertake work on his, her or its behalf under these Terms of Trade. “Services” shall mean any work or matter provided or produced by Thorley Creative on the Client’s instructions or undertaken in the course of performing any work in accordance with the Client’s instructions. “Work” shall mean any communication output using the Intellectual Property of Thorley Creative that includes but is not limited to design, artwork, drawings, graphics, images, sketches, illustrations, paintings, photographs, fonts, dummies, models, mock-ups, negatives, interactive design, navigation elements, or any other items included within a project and any associated variations. “Intellectual Property” shall mean strategies, concepts, processes, procedures, mechanics, devices, methodologies, tools, skills and skill sets, typesetting, working files, draft artwork, source code and software used or developed for the creation of any Work. “Copyright” shall mean the right to use, reproduce, publish, or sell the finished work under a lifetime license Definitions within this Terms of Trade where written in the singular form include the plural, where written in the plural form include the singular, and variations thereof.
2. Incorporation of Terms of Trade: Any or all Work performed by Thorley Creative on the Client’s instructions is performed subject to these Terms of Trade which shall be deemed to be incorporated into any contract or agreement between Thorley Creative and the Client whether in writing or verbal. These terms shall override any previous terms of trade and cannot be varied unless agreed otherwise in writing. Thorley Creative reserves the right to update these Terms of Trade without notice and advises its clients to check the latest version of these Terms of Trade on Thorley Creative’ web site. The Client acknowledges having read these terms of trade and agrees to be bound by them.
3. Estimates/Quotes: Prior to the commencement of any Work, Thorley Creative may provide an estimate, in the form of a quote, specifying the Work to be undertaken to fulfil the Client’s instructions and Thorley Creative’ charges for performing the Work. This is an indictive guide based upon the information and required service presented at the time of writing the quote. Estimates of time or work involved are not guaranteed to be accurate, however we will notify the client if we anticipate that our estimate will not be met once work has started. The quote is required to be signed, dated and returned by the Client to Thorley Creative. At which stage, the signed quote constitutes acceptance of the quote and Thorley Creative’s terms and conditions. Once a quote is given it is valid for 30 days. Thorley Creative reserves the right to amend its charges to take into account any rise or fall in the cost of performing the Work, including but not limited to any increases in GST and any additional costs incurred by Thorley Creative in having to: A. undertake additional Work as a result of the Client changing its instructions, providing incorrect or inadequate content for Thorley Creative to work with and/or requiring the Work to be done urgently. B. undertake Work that is outside the scope of the original brief. C. make changes to the Work deemed by Thorley Creative as excessive multiple changes, that being any single major change to the Work, or more than three minor changes to the Work. D. delivery, transport or courier any Work or materials associated with carrying out the Work. As far as is practical, any significant variation to the estimate will be advised by Thorley Creative as soon as it becomes apparent. The client may be presented with a revised estimate. Delivery, transport and courier costs do not form part of the estimate for performing the Work and will be charged separately where applicable.
4. Commencement of Work: Before commencement of work, a copy of Thorley Creative’ Terms of Trade is provided to the Client. Work will not commence until the estimate has been approved and a signed copy of the estimate has been received by Thorley Creative. A signed copy of the estimate shall be conclusive evidence of the Client’s acceptance of Thorley Creative’ Terms of Trade and agreement to proceed as specified on the estimate. In the case of new accounts where the Client does not have a payment history with Thorley Creative, Thorley Creative reserves the right to request credit references.
5. Creative Brief: Clear Creative briefs are required to produce effective advertising and design. Where appropriate we require the following information from our customers. A. Campaign requirement e.g. direct mail pack. B. Background, any relevant information that needs to be understood about the history of the campaign and whether any other activity will be taking place. C. Why are you advertising? D. What is advertising going to achieve? E. What are your objectives. F. What are you advertising? G. Who is your target audience? H. What do you want them to think, feel and do after seeing your communication? I. Proposition, the single most important message you want the target market to take from the communication? J. Substantiation, the features or benefits that you can use to prove the proposition. K. Support information, List in order of priority other information that should be included in the communication. L. What is the offer? M. What should the tone be, e.g. warm and funny, formal and business-like. N. Mandatory inclusions e.g. logos, legals, corporate guidelines. O. Budget. P. Timings, all critical dates should be included. Q. Sizes R. Colour details.
6. Conclusion of Work: This is considered if all services have been fulfilled and typically (though not limited by) notice from the Client and delivery of artwork as CD, hardcopy or other.
7. Fees for Service and Cancellation: The fee charged for Service shall be a prior agreed amount or an agreed hourly charge-out rate for that project. As far as is possible, Thorley Creative shall endeavour to provide estimates to complete the project. However, in the course of the project, should the costs be significantly higher than anticipated, the client may be presented with a revised estimate for its consideration and acceptance. The client may elect to cancel the project if the costs are beyond its pre-determined limit. In this case, all hours worked will be charged up to that point, including work on the original brief and any agreed variations, together with any external costs beyond our control.
8. Excess Work: Excess work is defined as any additional work that has to be done outside of the scope of the project briefed or after sign-off, which includes but is not limited to excessive multiple changes to finished art, graphics, architecture, user interface, interactive design, navigation elements, database structures or any other items included within the project and any associated variations. Such Work undertaken is chargeable and the client agrees to pay the appropriate fees.
9. Payment Terms: Unless otherwise agreed, our payment terms are strictly 7 days. For projects extending beyond 4 weeks duration, the client agrees to remit monthly payments based on an agreed amount or for Work done to date, unless pre-agreed otherwise in writing. Payment may be made by cheque or by electronic funds transfer direct into Thorley Creative’ account. External costs charged by third parties immediately incurred by Thorley Creative in the course of carrying out the Work are subject to a 7 day payment term.
10. Overdue Accounts: If you do not pay your invoice within a 7 day period a reminder notice will be sent out. If you do not pay your invoice a 14 day period a 10% late fee will be add to the price on the invoiced. Amounts owing after 30 days are subject to a late payment interest charge, calculated at 2% per month, compounded monthly. An additional late payment fee may apply subject to the duration of the outstanding balance. If you do not pay your invoice or default on any payment, we may submit your account to a collection agency. If we do, you agree that we may recover the outstanding amount specified in the invoice, including interest, our legal costs, bank fees and charges and other expenses incurred in attempting to recover the debt and any fees and commissions or other amount we pay to any collection agency to act on our behalf. Thorley Creative also reserves the right to reclaim any material produced for the Client, or in the case of any and all forms of electronic media, recover any materials produced, remove files hosted for use over the internet, intranet or wide area network.
11. Transmittance: A. An email is assumed to be received if no return error is received within 24hrs of sending. B. All attachments to emails are assumed to be received and opened / viewed upon 24 hrs of sending an email or at close of business on next working day. C. No responsibility for the cause of receipt of any electronic information sent by Thorley Creative is accountable, including but not limited to the accidental or unknown transmittance of virus / worms software or files.
12. Copyright & Intellectual Property: Upon full payment of all invoices issued by Thorley Creative, copyright to completed Work created expressly for a specific client by Thorley Creative will transfer in the form of a lifetime licence, notwithstanding rights reserved by Thorley Creative for its Intellectual Property. The licence for copyrighted Work purchased on our Client’s behalf will also transfer, subject to the terms and conditions of the original owner. Thorley Creative retains full and total ownership of any Intellectual Property it creates for and on behalf of any client. Thorley Creative grants access to such intellectual property as is required by the Client from time to time while they remain a Client of Thorley Creative. Such rights and access may be revoked by Thorley Creative. All material and information received by Thorley Creative is assumed to be the exclusive copyright of the sender unless clearly stated otherwise in the material. Where the customer uses artwork in any publication, credit must be provided to Thorley Creative where maters of creation of such artwork is concerned. Thorley Creative shall retain copyright ownership of all draft concepts, artwork, compositions, symbols and logos (“The Draft Artwork”) created or prepared for the pursuant to these terms and conditions but for any reason whatsoever not so utilised by the client and the client acknowledges Thorley Creative’s title in the draft Artwork. Thorley Creative may use any artwork / design for it’s own promotion and portfolio use and add an industry standard “Designed by” link to the client’s website, enhancing client Search engine optimisation, Thorley Creative’s “Designed By” link will remain for the life of the design except by negotiation.
13. Confidentiality: Thorley Creative will not disclose any confidential information to any other person other than in relation to provision of the agreed services and will not make use of any confidential information for any purpose other than in relation to the provision of the agreed services. All confidential information will be kept secure and protected from unauthorised use, reproduction, access and damage or destruction.
14. Privacy: Thorley Creative will take reasonable steps to protect the personal information it holds on behalf of our clients from misuse and loss, and from unauthorised access, modification or disclosure.
15. Liabilities regarding work and material provided: It is agreed that all work and materials created by Thorley Creative will be free and clear of all liens and encumbrances and may be lawfully used by the client without infringing, and without limiting the generality of the foregoing, any copyright, trade secret, patent or trademark rights of any third party, unless otherwise stated. The client declares that they have the right or permission to use any materials provided by them for inclusion within any work Thorley Creative conducts on their behalf. The client will not hold Thorley Creative responsible or liable for but not limited to any legal liability, consequential loss, loss of profits, loss of income, loss of monies in any way related or not related to the Work, within or outside of its control.
16. Promotion: Thorley Creative may obtain approval from its clients to use or publish any work created by Thorley Creative which is in the public domain, for its own promotional purposes. The client likewise may obtain permission to display Thorley Creative’ name but may not display or refer to Thorley Creative’ name in any media, documentation, public or private for any purpose without Thorley Creative’ written consent. Any unauthorised use of Thorley Creative’ name, trade marks or copyrighted material will be in breach of this terms of trade and will be subject to the law.
17. Project Duration and Client Response Time: The client agrees to provide timely responses to Thorley Creative after receiving status notifications, work for review or requests for information. The client shall have 30 days to respond to each draft / request for information submitted. If the client has failed to respond after 30 days, Thorley Creative will deem the project complete. At such time, Thorley Creative shall have no further oblication to the client and the client shall pay Thorley Creative all fees and expenses associated with the work performed.