Graphic Design Terms and Condtions
1. This document defines the terms and conditions of our working relationship including all projects or services that Webkom a service of Sales Advantage Pty Ltd may be contracted to produce or provide. All Clients will be subject to the following agreement. By proceeding with the order, the Client authorizes and directs Sales Advantage Pty Ltd Pty Ltd to provide the services listed, relevant to their order number.
2. Payments Terms - The Client agrees to the following pricing structure and payment terms: The client will be required to pay a 50% deposit before work can begin, in accordance with the terms specified in each proposal/estimate provided by Sales Advantage Pty Ltd. The remainder will be due 30 days after the commencement of the specified project. Of the cost for the hours of design time, the full sum will be due no later than 30 days after the agreed start date of the specified project. Note: Should the Client not pay the full sum due to Sales Advantage Pty Ltd within 90 days of billing, Sales Advantage Pty Ltd will void their contract with the Client and the matter will be turned over to a bank and/or collection agency. Sales Advantage Pty Ltd reserves the right to refuse completion or delivery of work until past due balances are paid. The down payment (initial quotation fee) is considered to be a deposit and is non-refundable as it covers time Sales Advantage Pty Ltd puts into the design of the project for the Client agreeing to the contract. Note: Should the Client not provide any copy (text and photos) within 90 days of signing this contract, Sales Advantage Pty Ltd will retain the option to void the contract and will result in the forfeiture of the initial deposit by the Client.
3. Price Estimates - Concept revisions, extensive alterations, or a switch in objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating, and billing in advance permits Sales Advantage Pty Ltd or the Client to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed according to the Payment Terms described in this document. For each project, the Client will receive a proposal/estimate outlining the project specifications and our proposed scope of services. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses. We will begin work upon the clients payment of the initial deposit for the relevant order and confirmation of the agreed start date.
4. Out-Of-Pocket Expenses - Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, stock photos, color printouts, laminating, illustrations, separations, shipping and handling or courier services required for the completion of the Client's requested projects and services. Expenses are itemized on each invoice.
5. Revisions and Alterations - The Client is allowed two rounds of revisions and alterations on all requested projects and services. Changes requested by the Client and performed by Sales Advantage Pty Ltd after an initial design or artwork has been submitted to a client for their approval, is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, Sales Advantage Pty Ltd will submit a contract revision memo to the Client, and an additional fee must be paid by the Client before further work proceeds. Any alterations and other copy changes requested after layouts are initially completed are billed at standard hourly rates.
6. Errors and Omissions - It is the Client's responsibility to check all works carefully for accuracy in all respects, ranging from spelling to technical illustrations. Sales Advantage Pty Ltd is not liable for errors or omissions. Your signature or that of your authorized representative is required on all work performed prior to release for publishing, printing or other implementation.
7. Content Responsibilities - The Client agrees to provide all electronic files and graphics that are necessary to complete the requested service, which shall meet with Client’s approval. Sales Advantage Pty Ltd assumes any materials provided by the Client, to be the property of that client. The Client agrees to exercise due diligence in their direction to Sales Advantage Pty Ltd regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademarks, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials Sales Advantage Pty Ltd prepares.
8. Copyrights and Rights of Ownership - Once a project has been delivered by us and is fully paid for by the Client, Sales Advantage Pty Ltd will assign the reproduction rights of the design for the use(s) described in the proposal. Until such a time, all materials remain under the sole ownership of Sales Advantage Pty Ltd and cannot be reproduced without Sales Advantage Pty Ltd’s expressed written permission.
9. Sales Advantage Pty Ltd agrees to store mechanical boards and computer disks for a period of 1 year beyond the delivery of a job. Thereupon, we reserve the right to discard them.
Other Website Services Terms and conditions
The following terms of business apply to any or all of the domain name registration, Web site hosting, email, spam and virus protection, Search Engine Optimisation and Secure Web Page services to be provided by Webkom a service of Sales Advantage Pty Ltd to the customer. Server means the computer server equipment operated by us in connection with the provision of the Services. Web Site means the area on the Server allocated by Sales Advantage Pty Ltd to you for use by you as a site on the Internet. Secure Web Page means the Web page operated and located on the Server which allows you to collect credit card details in a means that is difficult for other people to view the page when it is loaded, because the page is encrypted, Search Engine Optimisation means any service which is designed to assist your Web Site gain a higher listing in the Search Engine results.
Domain name registration terms - We do not warrant or guarantee that the domain name applied for will be registered in your name or is capable of being registered by you. Accordingly, you should take no action in respect of your requested domain name(s) until you have been notified that your requested domain name has been registered. Both the registration of the domain name and its ongoing use are subject to the relevant naming authority's terms and conditions of use and you are responsible for ensuring that you are aware of those terms and conditions and can and do comply with them. You irrevocably waive any claims you may have against us in respect of the decision of a naming authority to refuse to register a domain name and, without limitation agree that the administration charge paid by you to us shall be non-refundable in any event. We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute. We reserve the right, on our becoming aware of such a dispute, at our sole discretion and without giving any reason, to either suspend or cancel the domain name, and/or to make appropriate representations to the relevant naming authority.
Website hosting/email/secure webpage/virus protection terms - We specifically exclude any warranty as to the accuracy or quality of information received by any person via the Server and in no event will we be liable for any loss or damage to any data stored on the Server. You are responsible for maintaining insurance cover in respect of any loss or damage to data stored on the Server. You warrant to us that you will only use your assigned Web Site for lawful purposes. In particular, you further warrant and undertake to us that: a. you will not, nor will you authorise or permit any other person to, use the Server in violation of any law or regulation; b. you will not knowingly or recklessly post, link to or transmit any material: i. that is unlawful, threatening, abusive, harmful, malicious, defamatory, violent or teaching violence, obscene, pornographic, profane or otherwise objectionable in any way; or ii. containing a virus or other hostile computer program; iii. that shall constitute or encourage a criminal offence, give rise to civil liability or that violates or infringes any trade mark, copyright, other intellectual property rights or similar rights of any person under the laws of any jurisdiction; and c. you will conform to the standards made available by us from time to time and will not yourself, and will ensure that none of your end users, make excessive or wasteful use of the Server to our detriment or that of our other customers. You are responsible for sending mail in accordance with any relevant legislation, including but not limited to the Commonwealth Spam Act (2003) and for sending the same in a secure manner. We will take all reasonable steps to ensure accurate and prompt routing of messages but we will not accept any liability for non-receipt or misrouting or any other failure of email. In the event of deliberate transmission of unsolicited commercial email (UCE), Sales Advantage Pty Ltd reserves it right to terminate services without prior notification. You warrant, undertake and agree that: (a) any transactions within your Web site which are contracts for the sale of goods or services will be between you as the merchant and your end-user customer and you agree that we may include an exclusion of our liability in respect of such purchases and transactions in such form as we deem appropriate; (b) the information contained within your Web site will comply with all applicable law, and codes of practice governing the use of Web sites and related services, including, without limitation, those laws and/or codes of practice governing distance selling and data protection from time to time in force; (c) you will keep secure any identification, password and other confidential information relating to your account and you will notify us immediately of any known or suspected unauthorised use of your account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of your password information. Notwithstanding such notification you will be liable for any and all uses of your account (and Web site) notwithstanding any fraudulent or improper use of your password or any other access to any of the facilities we offer which is not unauthorised use or access by us. Whilst we shall use reasonable endeavours to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers. We do not warrant whatsoever that our virus protection services will stop every virus from reaching your computer network. We make no warranty that the service will be error free or free from interruption of failure, and the company expressly disclaims any express or implied warranty regarding system and/or service availability, accessibility, or performance.
Search engine optimisation services - Whilst we will try to improve the position of your Web Site in the Search Engine results in response to a search request, we do not warrant that this effort is in any way guaranteed. We cannot be held responsible for any changes to the position of your Web Site in the Search Engines results in response to a search request.
General terms and conditions - The following terms and conditions apply to the provision of all Services, including the registration of .au.com sub-domains the special terms for which are set out below:
Service availability - We shall use reasonable endeavours to provide continuing availability of the Server and the Services but we shall not, in any event, be liable for Service interruptions or down time of the Server.
Indemnity - You agree to indemnify and keep indemnified and hold us harmless from and against any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Server, and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by us in consequence of your breach or non-observance of these terms.
Termination - We may terminate this agreement forthwith if you fail to pay any sums due to us as they fall due. We may terminate this agreement immediately if you breach any of these terms and conditions, or if you are a company you go into insolvent liquidation, or if you are a person you are declared bankrupt. On termination of this agreement we shall be entitled immediately to block your Web Site and to remove all data located on it. We will hold such data for a period of 14 days and allow you to collect it, at your expense ($150/hr), failing which we shall be entitled to delete all such data. We shall further be entitled to post such notice in respect of the non-availability of your Web Site as we think fit. If you wish to terminate your account with Sales Advantage Pty Ltd, you must do so notifying Sales Advantage Pty Ltd, otherwise your account will be automatically renewed for the same subscription period and you will be liable for, and immediately invoiced upon the commencement of, such additional subscription period. Specifically, Sales Advantage Pty Ltd will not accept verbal instructions to terminate an account, as notification in writing is required. The ONLY exception to this cancellation process is for Search Engine Optimisation services, which must be cancelled by also contacting Sales Advantage Pty Ltd and discussing these services. On receipt of your cancellation request, Sales Advantage Pty Ltd will cancel your service at the first available opportunity. There are no refunds or credits, once an invoice is generated, unless an invoice for a service is generated after a cancellation requested is submitted.
Exclusion and limitation of liability - TO THE FULL EXTENT PERMITTED BY LAW WE HEREBY EXCLUDE ALL CONDITIONS AND WARRANTIES NOT EXPRESSLY SET OUT HEREIN. EXCEPT AS SPECIFICALLY SET FORTH IN ELSEWHERE IN THIS AGREEMENT, WE MAKE OR GIVE NO EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER OR INCIDENTAL TO THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, REPRESENTATIVES OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES HEREBY GIVEN, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim and provided that you notify us of any such claim within one year of it arising. In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
Important note: In the event that this agreement constitutes a supply of goods or services to a consumer as defined in the Trade Practices Act 1974 (Cth) or any other national, State or Territory legislation (the Acts) nothing contained in this agreement excludes, restricts or modifies any condition, warranty or other obligation in relation to this agreement and the goods and you where to do so is unlawful. To the full extent permitted by law, where the benefit of any such condition, warranty or other obligation is conferred upon you pursuant to any of the Acts, our sole liability for breach of any such condition, warranty or other obligation, including any consequential loss which you may sustain or incur, shall be limited (except as otherwise specifically set forth herein) to: (a) in relation to goods; (i.) the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods; or (ii.) the repair of the goods or payment of the cost of having the goods repaired; b. in relation to services i. the supplying of the services again; or (iii.) The payment of the cost of having the services supplied again as in each case we may elect.
Notices - Except where expressly provided otherwise, any notice to be given by either party to the other may be sent by either email, fax, post or courier to the address of the other party as appearing in this agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by post or courier shall be deemed to be served two days following the date of posting.
Severability - If any clause of these terms and conditions is held to be invalid or unenforceable in whole or in part, the invalid or unenforceable wording shall be deemed to be omitted.
Assignment - The benefit of this agreement may be assigned by us, but not our obligations to you - to do that, you agree that we may give notice to you in writing, and your failure to respond will be deemed acceptance. You may transfer this agreement provided that you give us notice in the form we require (setting out the details of the assignee) accompanied by payment of any transfer fee specified by us. No other method of transfer by you is permitted.
Change to Terms on Renewal - We may change the terms and conditions of this Agreement at any time.
Entire agreement - These terms and conditions constitute the entire agreement between Sales Advantage Pty Ltd and you, and supersede all prior agreements, understandings and representations whether oral or written. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. Except as provided above, no variation may be made to the contract unless it is in writing and signed by authorised representatives of you and Sales Advantage Pty Ltd.
Entire agreement, governing law - This agreement shall be governed by the laws in force in the state of New South Wales. Both parties hereby submit to the exclusive jurisdiction of the Courts of that State.
Notifications & communications - In addition to general Account, Billing and Service communications, Sales Advantage Pty Ltd will, from time to time, issue email notifications relating to our services, including, but not limited to Newsletters, Announcements, Promotional and Seasonal offers, and Surveys. By entering into agreement with these terms and conditions, you agree to receive email communications by inferred consent until such time as you decide to opt-out of such communications. You may opt out of our mailing list at any time by sending an email to info@salesadvantage.com.au . You will not be able to opt-out of Critical Service Notifications, Renewal, Billing and Account Notifications, Scheduled Downtime Notifications or any other communications deemed to be an essential part of our service to you.