Terms and Conditions

This agreement covers everything you need to know about how we estimate and price our services, as well as our payment terms, cancellation policy and more.

Definitions and interpretation
This section explains how to interpret some important terms, and how we’ll refer to ourselves (and you) throughout this agreement.

In this agreement:

• Unless the context otherwise requires, “Principals” means Principals Pty Limited, or Principals Pty Limited, trading as XXVI
• When you see the words “we”, “we’ll”, “we’re”, “us”, “our” or “ours”, it also means Principals and therefore Principals Pty Limited or Principals Pty Limited, trading as XXVI
• The “Client” means that person, firm, company or body that has ordered goods or services from us
• When you see the words “you”, “you’re”, your”, “yours” or “you’ll”, it also means the “Client”
• We’ve used headings and subheadings to make things easier to follow – it won’t impact the interpretation of this agreement.

Estimating and Pricing
We’ll provide you with an estimate that details the project scope, deliverables and cost. We reserve the right to adjust our estimate if the scope or nature of the project changes, or if third-party suppliers make reasonable changes to their charges.

We create estimates for any job or project, including third-party costs. All third-party costs (except for couriers and travel related costs) will incur a 10% administration charge. Third-party costs include, but aren’t 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. We 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.

 When we start work
Usually, we won’t start work until we get a written approval for a cost estimate from you. However, we may start work if you give us a verbal approval of a cost estimate and will confirm this by email within two working days. If the estimate itself was verbal, we’ll ensure a written estimate is provided.

For all jobs, we reserve the right to make allowances on the estimate for disbursements (minimum $100). 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.

We may also include an allowance for high resolution images for use in concept development.

You’ll be invoiced for all travel costs, including reasonable food, beverage and accommodation. If our travel involves flights that are longer than three hours, we will book and invoice you for travelling in Business Class or its equivalent. We won’t supply copies of invoices for taxis or rideshare services.

Making alterations and additions
If you make or request alterations and additions after the initial brief or proof is signed off, there may be additional charges. We need a minimum of 24 hours for alterations to be made.

For copywriting jobs only, we’ll provide a maximum of two rounds of corrections, unless otherwise noted. For alterations beyond this, there will be additional charges. You’ll have final responsibility for checking and approving the copy.

Unless otherwise noted, proofreading is not included in our standard services.

Rates
Rate card available upon request.

We reserve the right to increase rates at 90 days’ written notice.

Projects involving name generation
For name generation projects, our proposal will outline all stages and deliverables, including presentations.

In the absence of a specific proposal, our standard naming process allows for:

1. Briefing and development of naming territories
2. Initial round of name generation (up to 30 names)
3. Subsequent round of name generation (up to 20 names)
4. Concluding round of name generation (up to 10 names).
5. Any further name generation beyond this, will include an additional cost per phase.
6. Alongside the last phase, we’ll have recently performed an informal check of the names against domain name, trademarking and ASIC business names registers within Australia. All formal legal checking and approval is the client’s responsibility. We provide no assurances regarding the informal checks we conduct.

It’s important to note that name generation is a process, and this process is not a guarantee of an outcome.

Our payment terms
Subject to the following, our payment terms are:

1. 7 days after the date on the first invoice we send you, unless otherwise agreed
2. Strictly 30 days after the date on subsequent invoices

Some specific invoices, relating to particular third-party suppliers, may need to be paid immediately, either all or in part. We’ll make sure to identify this in the estimate stage.

If you have a query on an invoice, you must raise this within 14 days of the invoice date. We don’t consider credits 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, we may, at our discretion, invoice part or all of the second 50% before completion.

We don’t consider payment to be made until the funds are cleared by our bank. Interest will be charged on any arrears due but unpaid at the rate of 4% per annum above the Reserve Bank of Australia’s base rate. Such interest is to be calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment.

Our cancellation policy
You can cancel your project subject to giving us 30 days’ written notice and payment of the full amount on all projects (or defined project stages) you’ve previously committed to in writing (at the date of your termination notice).

You’ll also need to pay any third-party costs you’ve previously committed to in writing (at the date of your termination notice). We’ll make reasonable efforts with third-party suppliers to keep these to a minimum.

Intellectual property

1. The Client will retain all rights, title, and interest in the Client’s pre-existing IP supplied to Principals by the Client for use in the Project.
2. Principals will retain all rights, title, and interest in Principals pre-existing IP.
3. 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.
4. 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.
5. 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 pre-existing IP which is incorporated in the deliverables.
6. The Client acknowledges that all rights, title, and interest in the processes, tools or development techniques used by Principals or a related company in providing the Services shall remain the absolute property of Principals or that related company respectively. This IP includes, but is not limited to, VoiceMap.
7. 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
You agree to indemnify us and related companies from any claims arising from any information or material you supply, or from using your products or services, or from any act or thing done on your specific instructions. This indemnity shall survive the termination or expiration of the relationship between us.

Non solicitation
You must not solicit either directly or indirectly, employ or otherwise engage any employee of Principals.

Promoting materials
We reserve the right to use any materials we create, or are created as a direct result of our work, in promoting Principals. This applies once you’re using these materials.

Making amendments
Unless in writing and signed by each of the parties, no variation, modification or alteration of any of the terms of this agreement shall have any effect.

Previous agreements
These terms don’t end any existing agreements between the parties regarding confidentiality (unless the context otherwise provides).

April 2024