These Terms and Conditions apply to the supply of all Services and/or Goods by Studio Pixel.

 

Definitions in these Terms and Conditions:

 

“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

“Completion” means completion of the Project, but does not include the provision of Client content unless otherwise specifically stated in the Quotation and/or Proposal.

“Client” means any person, corporation or other legal entity who orders and is supplied Services and/or Goods by SP.

“Services and/or Goods” includes all Services and/or Goods supplied by SP to the Client including: design of logo, business card, letter head, invoice, receipt, envelope, brochure, flyer, sticker, catalogue, sign, poster, menu, package, website, digital advertising, social media set up, search engine optimisation (“SEO”) including SEO manual (to be undertaken by the Client); any other design and branding services; provision of website, copywriting, design and development, shopping carts, search engine optimisation (provided by SP), epublications, one to one marketing services; all relevant materials provided by SP in conjunction with the Services and/or Goods; and any other service or good offered to and supplied from time to time to the Client by SP.

“Invoice” means an invoice, or tax invoice as the case may be, for Services and/or Goods, supplied by SP to the Client.

“Project” means the Services and/or Goods to be supplied by SP as detailed in a Quotation and/or Proposal issued by SP to the Client (and including any agreed variation to such Quotation and/or Proposal).

“Proposal” means a written proposal for the supply of Services and/or Goods and completion of Project issued by SP to the Client and which includes a Quotation.

“Quotation” means a written quotation for the costs of supplying the Services and/or Goods(including material, labour and other applicable or reasonable costs) issued by SP to the Client.

“SP” means Studio Pixel, Australian Business Number 30 618 602 560 which undertakes the Project and supplies the Services and/or Goods.

“Terms and Conditions” means these terms and conditions which are applicable to the supply of the Services and/or Goods by SP to the Client.

 

1 Quotations and Proposals and creation of contract

 

1.1 No contract shall arise between SP and the Client unless and until the following occurs:

SP has provided a Quotation and/or Proposal to the Client based on the brief and or instructions provided by the Client; and

The Client accepts the Quotation prior to its expiration date and/or Proposal by placing an order, instructing SP to proceed and/or executing and returning the Proposal to SP and paying to SP any   upfront fees prior to the expiration date specified in the Proposal;

 

1.2  Quotes are valid for a period of 14 days from their date of issue. Quotes will be deemed accepted upon the Client placing an order and/or accepting the design contract. Intern requesting SP to proceed with the Project.

 

1.3  Proposals are valid and may be accepted within 14 days from their date of issue. After such 14 day period has expired, SP reserves the right to reconsider any term or condition of the Proposal (including the re-pricing of the Proposal).

 

1.4  Prices included in Quotations and Proposals are based on SP’s current cost of production, (materials, labour, machine time etc). If between the date of the Quotation and/or Proposal and the date of Completion of the Project, the price of any component such as printing or materials increases, SP reserves the right to vary the costs payable for the Project to reasonably reflect such increased costs. SP will advise the Client of any such proposed increase and the Client will have the right to terminate (by notice in writing to SP) the Project, subject to payment of all costs for work performed by SP up to the date of such termination.

 

2 Client as Agent for another

 

2.1  If SP is contracted to work on a Proposal for a Client of the Client, SP will have no duty or    responsibility to  such Client and will not be contractually bound to such Client.

 

3 Process for Client instructions and brief

 

3.1 SP shall only be required to fulfil the instructions specified in the Quotation and/or Proposal. SP shall   not be responsible for errors or omissions in the Client’s instructions or verbal instructions.

 

3.2  On the valid acceptance of a Proposal, SP will, where applicable, confirm the proposed process,    Quote, Creative Brief, timeline and Payment terms for the performance of the Project.

 

4 Costs and Fees

 

4.1  All prices are based on work specified in the Quotations and/or Proposals and/or further instructions given by the Client. The labour costs specified in SP’s Quotations and/or Proposals are based either on an hourly rate or on a Project basis. On occasion, where requested by a Client, SP may consider a retainer arrangement.

 

4.2  The Client will be liable for any goods and services tax payable on the supply of Services and/or Goods by SP to the Client. Where Goods and services tax is charged as required by law it will be charged in addition to costs and fees and will be itemised in the Invoices.

 

4.3  SP’s initial consultation is provided free of charge.

 

4.4  Emergency turnaround requirements of less than 48 hours, and out of business hour requirements will attract a premium, which will be negotiated and agreed with the Client. Prices will be increased to cover overtime work or other additional costs incurred as a result of any requirement for urgent completion of a Project.

 

5 Payment Terms

 

5.1  All Invoices will be payable in 7 days of the date of invoice unless prior credit arrangements have been agreed
with Studio Pixel.

 

5.2 Any deposit specified in the Proposal, must be paid by the Client on the date of acceptance of the Proposal and in any event before commencement of the Project. The amount of deposit will vary with the Services and/or Goods to be provided.

 

5.3  The amount of a deposit will reflect SP’s reasonable estimate of costs incurred to the date prior to the due date of payment of the deposit and is non-refundable.

 

5.4  SP will issue Invoices at Completion of the Project for the price specified in the Quotation and/or Proposal plus any additional charges referred to in these Terms and Conditions or as agreed, or if the Project is lengthy, SP may at its discretion issue interim Invoices on either a weekly or monthly basis or such lesser period by reference to the work performed to that date in accordance with the fee schedule included in the Proposal, or if no fee schedule is specified, as reasonably calculated by SP by reference to the amount of work performed.

 

5.5  SP may issue an Invoice for the amount specified in the Quotation and/or Proposal before commencing the Project where SP has not previously carried out work for the Client or where SP considers it prudent to do so. SP may, in the event that SP is of the view that completing the Project will take more than a month, at any time before the Project is completed, issue one or more Invoices for a proportion of the amount specified in the Quotation and/or Proposal (the proportion to be at SP’s discretion) and require that proportion to be paid in advance of any further work being done.

 

6 Late or Non-Payment

 

6.1  If an Invoice is not paid when due, SP may cease any further work on the Project until all outstanding Invoices
have been paid.

 

6.2  SP may at its option charge interest on amounts not paid when due. Such interest is to be calculated on a daily basis from the date any such amount should have been paid until the date of payment.

 

6.3  The Client must pay to SP any costs, expenses or losses incurred by SP as a result of the Client’s failure to pay SP all sums outstanding from the Client to SP (including without limitation all debt collection and legal costs (on an indemnity basis)) which are incurred by SP in recovering monies due by the Client to SP.

 

7 Delivery

 

7.1  SP shall notify the Client when the Services and/or Goods are ready for delivery or collection.

 

7.2  The Client must collect the Services and/or Goods from SP’s premises upon being notified by SP that the Services and/or Goods are ready for collection. If SP agrees to deliver the Services and/or Goods, the Client shall bear all freight and charges of such delivery.

 

7.3  [alternative methods of electronic delivery?]

 

8 Claims

 

8.1  The Client must inspect Services and/or Goods supplied by SP within seven (7) days from delivery or otherwise, within seven (7) days of notification that the Services and/or Goods are ready for collection. Any claims against SP must be in writing within such seven (7) days.

 

9 Liability

 

9.1  To the fullest extent permitted by law, except as provided herein or under the Australian Consumer Law, SP shall not be liable to the Client in contract or tort for any loss or damage or for consequential loss or damage of any kind (including but not limited to increased costs or expenses, any loss of profit, revenue, business, contracts or anticipated savings, any loss or expenses resulting from a claim by a third party or any other special, indirect or consequential loss or damage of any nature whatsoever) arising out of the supply of the Services and/or Goods, or arising out of SP’s negligence, or caused by SP’s failure to complete or delay in completing the Project or to deliver Services and/or Goods or in any way whatsoever.

 

10 Expedited Completion of Project

 

10.1  The Client acknowledges that a requirement for urgent completion of a Project increases the    likelihood of defects. SP will use reasonable efforts to avoid defects but will not be liable for defects arising because of urgent completion of a Project.

 

11 Cancellation and Postponement

 

11.1  Except as set out in clause 11.2, if a Project is terminated or cancelled or suspended or postponed for a period of up to 30 days by the Client prior to Completion, SP shall be entitled to be compensated for hours worked on the said Project to the date of termination, cancellation, suspension or postponement, including the costs of any materials, incidentals and third party contractors.

 

11.2  If the Project comprises in whole or in part any website development, then once the design work for a website has been signed off by the Client and website build has commenced, such website development component of the Project cannot be cancelled and the total cost of such website development must be paid for in full.

 

11.3  Except as otherwise provided in the Australian Consumer Law, the Client agreesthat SP is not liable for any loss of income or for any indirect or consequential costs or damages suffered by the Client or by any third party as a result of any delay that has been caused to the Client’s business or to the business of any third party due to the cancellation, suspension or postponement of any Project.

 

12 Third Party Contractors

 

12.1  SP, may as agent for the Client directly or indirectly engage the services of another contractor (“Third Party Contractor”) to carry out all or part of the Project. SP shall pay the charges of Third Party Contractors on the Client’s behalf and recharge them under the Project fees.

 

12.2  SP will take all reasonable care in selecting and instructing a Third Party Contractor. While reasonable care will be taken, SP has no control over the activities of a Third Party Contractor and therefore, except as otherwise provided in the Australian Consumer Law, accepts no responsibility for the services provided to the Client by any such Third Party Contractor or for any errors or omissions in its services or products. Any claim by the Client in relation to such services must be made directly against the Third Party Contractor.

 

13 Copyright and Trademarks

 

13.1  Copyright in all work produced by SP shall remain the property of SP unless otherwise agreed in writing.

 

13.2  All Services and/or Goods provided by SP may only be used for lawful and ethical purposes. This includes, but is not limited to copyrighted material. SP is not required to perform any Services and/or Goods it considers to be unethical, objectionable, threatening, obscene or pornographic.

 

13.3  The Client warrants it has the right to use applicable trademarks which may be incorporated in any Project.

 

13.4  The Client indemnifies and agrees to keep SP indemnified against all liability, losses or expenses that incurred by SP in any way directly or indirectly connected with any breach of copyright and trademarks or any third party in relation to any materials supplied by the Client for the purpose of the Project.

 

13.5  Conditional upon receipt of payment in full for the work performed by SP, SP grants to the Client a non-exclusive license to use SP’s copyright in works created by SP for the purposes of the Project only, but for no other purposes.

 

14 Confidentiality

 

14.1  The Client must keep confidential and must not (without SP’s written consent) use any ideas, systems or processes, intellectual property communicated or made available by SP to the Client. Similarly SP agrees to maintain the confidentiality of the Client in all confidential materials supplied by the Client to SP for the purpose of the Project.

 

15 Final Proofs

 

15.1  Final proofs will be presented by SP to the Client for approval prior to Completion of work which forms part of the Project.

 

15.2  When the Client executes SP’s proof approval document, the Client is assumed by SP to have reviewed all aspects of the material presented and to be satisfied with it and to have noted any exceptions in writing.

 

15.3  If SP has submitted to the Client a proof of the work, SP will not be responsible for any error in   the work which appeared in the proof and which was not corrected by the Client before the Project was completed. SP is not liable for any costs incured for incorrect prints once the client has approved the   design for printing. The cost of additions or alterations to any proof submitted to a Client will be added to the price (unless changes to the proof are merely typographical corrections).

 

16 Timing

 

16.1  Timing of the project specified in the Proposal may vary depending on the timely correspondents between Studio Pixel and the Client.

 

17 Websites

 

17.1  The website, scripts, graphics or any other programming code created for the Client which form part of such website remain the property of SP until all outstanding Invoices are paid in full.

 

17.2  The Client agrees to make available to SP as soon as is reasonably possible, all materials required to complete the website to the agreed standard and within the timetable set out in the Proposal.

 

18 Governing law and jurisdiction

 

18.1  These Terms and Conditions are governed in law in force in New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts which may hear appeals from those courts in respect of any proceedings in connection with these Terms and Conditions.