Terms and Conditions
Definitions and interpretation
In this agreement, unless the context otherwise requires, “Principals” means Principals Pty Limited. The “Client” means that person, firm, company or body that has ordered goods or services from Principals. Headings are for convenience only and shall not affect the interpretation of this agreement.
Estimating and Pricing
Principals will provide an estimate detailing the project scope, deliverables and cost. Principals reserves the right to adjust the estimate in the event that the scope or nature of the project changes, or if third-party suppliers make reasonable changes to their charges.
Estimates are created for any job or project on the basis of a fee for Principals to provide the required service plus third-party costs.
All third-party costs, with the exception of couriers and travel related costs, will incur a 10% administration charge. Third-party costs include, but are not limited to, printing, colour testing, proofing, high-resolution scans, commissioned photographic or illustrative work, image library usage and copyright costs, web programming or film production and the purchase of font licenses. Principals will provide all relevant information on the font and costs prior to finalising the selection of any proposed font. The Client and their suppliers may be required to purchase fonts and usage licenses.
Work usually will not commence until written approval for a cost estimate has been received from the Client. By exception, Principals may commence work upon verbal approval of a cost estimate from the Client, in which event Principals will, within two working days, confirm this by e-mail. If the estimate was itself verbal, Principals will provide a written estimate if required.
For all jobs, allowances will be made on the estimate for disbursements. Disbursements include, but are not limited to, printing/mounting of presentation materials, colour print outs, reference material, samples, research stimulus material and mock-ups, couriers and travel. The minimum allowances are $100.
The Client will be invoiced all travel costs including reasonable food, beverage and accommodation costs. Air travel involving flights that exceed three hours will be in business class. Copies of invoices for taxis will not be supplied.
Client’s (Author’s) alterations and additions requested by the Client after the initial brief, or proof is signed off, will incur additional charges. A minimum of 24 hours is required for Author’s alterations to be made.
For copywriting jobs only, Principals will provide a maximum of two rounds of author’s corrections. Alterations beyond this will incur additional cost. Final responsibility for checking and approving copy rests with the client.
Projects involving name generation
Estimates for name generation cover an initial presentation of name exploration plus two subsequent phases of name generation, unless otherwise stated. The last phase will comprise names on which Principals have performed a recent, simple check that indicates that they were available as .com or .com.au URLs (as requested by the Client) at that time and were not listed on ASIC as company or trading names. This is not an exhaustive legal check, which should be carried out separately by the Client’s legal advisers.
These checks do not cover geographies outside Australia.
If further name generation is required beyond the initial exploration and two subsequent phases of name generation, there will be an additional cost per phase.
Payment
Subject to the following, payment terms are:
- For the first invoice sent to a Client, 7 days after the date on the invoice
- For subsequent invoices, strictly 30 days after the date on the invoice
Some specific invoices, relating to particular third-party suppliers, may require immediate payment of all or part. This will be identified at estimate stage.
Any query on an invoice must be raised within 14 days of invoice date. Credits will not be considered under other circumstances.
Projects (or defined project stages) will normally be invoiced 50% upon approval to proceed and 50% upon completion. For projects (or defined project stages) that exceed two months, Principals may, at their discretion, invoice part or all of the second 50% before completion.
Payment will be deemed not to have been made until the funds have been cleared by Principals’ bankers. The Client shall pay interest upon any arrears due but unpaid at the rate of 4% per annum above the base rate of the Reserve Bank of Australia, such interest to be calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment.
Cancellation
Client may terminate a project at any time by giving the Principals 30 days’ notice in writing and paying the full amount on all projects (or defined project stages) where those projects (or defined project stages) have been previously committed to in writing by the Client (at the date of the Client’s termination notice). Client will also pay any third-party costs previously committed to in writing by the Client (at the date of the Client’s termination notice); Principals will make reasonable efforts with third-party suppliers to keep these to a minimum.
Intellectual property
- The Client will retain copyright in any background IP supplied to Principals for use in the Project.
- Principals will retain copyright an all pre-existing Principals background IP.
- Upon payment of all monies due, Principals assigns all copyright in work created or developed by Principals in relation to the Project to the Client.
- Principals will identify any third-party IP employed in the delivery of the Project and will assist the Client in procuring appropriate licenses to use third-party IP on terms acceptable to the Client and at the Client’s cost.
- Upon payment of all monies due, Principals grants the Client an irrevocable, non-exclusive, unrestricted, royalty-free licence as may be required in order to facilitate the use of any Principals background IP which is incorporated in the deliverables.
- The Client acknowledges that any Intellectual Property in the processes, tools or development techniques used by Principals or a related company in providing the Services shall remain the property of Principals or that related company respectively. Such intellectual property includes, but is not limited to, NameFrame, PersonalityDefinitions, VoiceMap and ToneThermometers.
- The Client acknowledges that they will not under any circumstances employ, share or copy the processes, tools and development techniques except to the extent defined by the Project Scope.
Indemnity
The Client agrees to indemnify Principals and related companies from any claims arising from any information or material supplied by the Client or from the use of the Client’s products or services or from any act or thing done on the Client’s specific instructions. This indemnity shall survive the termination or expiration of the relationship between the Client and Principals.
Non solicitation
Client must not solicit either directly or indirectly, employ or otherwise engage any employee of Principals.
Promotion
Principals reserves the right to use any materials created by Principals, or as a direct result of Principals’ work, in promoting Principals. This applies once these materials are in use by the Client.
Amendments
No variation, modification or alteration of any of the terms of this agreement shall have any effect unless in writing and signed by each of the parties.
Previous agreements
Unless the context otherwise provides, these terms do not end any existing agreements between the parties regarding confidentiality.