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Terms & Conditions

Thanks for taking a look at the Copper & Zinc Design’s terms and conditions. In order to have a business relationship with trust, clear communication, and great outcomes, we both need to understand our roles, responsibilities, and obligations to each other.

PLEASE NOTE: By indicating you want to work with us via email, verbally and/or paying your deposit/first invoice, you are also stating that you’ve taken the time to read and agree to the terms and conditions of our working arrangement. Please make sure you do!

1. General Conditions of Contract
  • These Terms and Conditions cover all Contracts entered into by a Client with the Company for services relating to design, printing, copywriting, visual media, websites, brand identity, illustrations, images, and photography (Artwork).
  • These Terms and Conditions are subject to change without notification by the Company.
  • These Terms and Conditions apply to the Company and all of its contractors and subsidiaries.
2. Timeline

Initial graphic design concepts delivered within 5-7 business days of receiving full brief and associated content, including copy and images.

Graphic design revisions delivered within 2-3 business days of author’s corrections being supplied.

3. Price

The Price is calculated in accordance with the following schedule of rates:

  • An hourly rate of $100 (ex GST) billed in 15-minute increments will be charged for each design, with each design varying in hours spent.
  • An approximate quote can be provided upon request.
  • The Price is inclusive of the Deposit (if any) and is subject to adjustment in accordance with this Document.
  • Purchase of fonts and stock images is an additional charge and will be communicated with the Client at time of purchase.
4. Payment Terms

The Price must be paid as follows:

  • The Price, and all other amounts due, must be paid in accordance with the terms of the Provider’s invoice. The Provider’s invoice will be emailed to the Client at the completion of each project.
  • The Deposit (if any) must be paid within 48 hours after the Client’s acceptance of this Quotation, and as a precondition to the provision of the Goods or Services by the Provider.
  • The balance of the Price must be paid as follows:
    • Outstanding Price must be paid prior to the commencement of printing, or final artwork being delivered to the Client.

We will consider a project to be complete and accepted if no response is received from you within 30 days of providing a concept for final artwork or design. We will then invoice you for the final payment.

5. Copyright

Intellectual Property

(a) Subject to clause 5(f), as between the Parties, all Intellectual Property developed, adapted, modified or created by or on behalf of the Provider or its Personnel (including in connection with this Document or the provision of the Goods or Services), whether before or after the Effective Date, will at all times vest, or remain vested, in the Provider.

(b) For the avoidance of doubt, any mock or draft artwork, logos, illustrations or designs supplied to you, including any artwork provided that you choose not to use (Draft Options), remain our property and we reserve the right to use the Draft Options at our discretion, including on-selling the Draft Options to third parties. You agree that there is no assignment of Intellectual Property Rights in:

(1) any draft concepts, sketches or ideas discussed between us;

(2) preliminary Draft Options; and

(3) any Draft Options which are rejected by you.

(c) The Provider must, upon the Effective Date, grant a perpetual, royalty-free, world-wide, unconditional, transferable and irrevocable licence to the Client to use, develop, adapt and modify (Use) all Intellectual Property owned by, or licensed to, the Provider. The Client must ensure that any such Use does not infringe any Intellectual Property rights of any person. 

(d) If the Provider or any of its Personnel has any Moral Rights in any material provided, used or prepared in connection with this Document, the Client must (and must ensure that its Personnel) consent to the use or infringement of those Moral Rights.

(e) To the maximum extent permitted by law, the Client indemnifies, and must continue to indemnify, the Provider against all Liability it suffers or incurs arising from or as a consequence of a breach of this clause 5 by the Client.

(f) Where the Provider creates a logo for the client, we agree to assign all copyright and ownership in the logo upon full payment by the Client and in this regard.

(g) This clause 5 will survive the termination or expiry of this Document. 

6. Approval

We will provide you with a proof of the artwork/design for approval.
You are responsible for:

  • Approving all proofs;
  • Ensuring accuracy and suitability for (including but not limited to) design, spelling, grammar, illustrations, images and quantity;
  • Requesting additional or more transparent copies if the initial proof is difficult to interpret or changes are required.

Your final accepted proof is the Artwork/Design that will be submitted to print or construction. There will be no reprints or additional development at our expense.

The nature of printing and bulk-run printing systems provides there may be some colour variation from electronic visual representations of Artwork/Design and from previous orders. There will be no reprints at our expense.

7. Revisions

Any revisions or variations outside of the original brief will be charged at the rate of $100 per hour, billed in 15-minute increments.

8. Submission of Client Artwork

If you choose to submit your own Artwork/Design for printing you are solely responsible for:

  • the end result and quality of printing;
  • ensuring the correct specifications are submitted;
  • ensuring you submit print-ready work;
  • ensure you understand that when Artwork is trimmed, the bleed
    cut can vary in position up to 2-3mm. This requires a 7mm internal margin from the bleed line;
  • ensuring you submit work that does not violate Australian copyright laws. 
9. Cancellations

If you request cancellation of Services, we will retain the deposit paid and reserve the right to determine the cost of services to date and charge accordingly. 

10. Native Files & Archiving Files

If you require native design files, using InDesign, Illustrator or Photoshop, an additional fee of no less than $350 will be charged per document pursuant to our current Price List. 

We will retain native design files for a period of two years from the date of completion of each job. During this time, you may request final PDF Artwork/Design to be re-sent to you at no cost. 

11. Promotion

On accepting these terms, you agree to allow us to:

  • (For web design clients) add a small credit (in the form of a small line of text) on the bottom of your website;

  • place your website and/or other Artwork/Designs, along with links to your site on our own website for self-promotional purposes.

12. Acceptance of Terms

You can accept these terms by:

  • email to us;
  • printing the quote and signing and returning a copy by post or email;
  • signing the proposal sent to you via Adobe Sign
  • instruction in writing or verbally to us; and/or
  • paying the Deposit or any other part of the Price,

Upon its acceptance of this Document, you are: 

  • bound by, and must comply with, this Document; and
  • consenting to us collecting, storing and using your personal information in accordance with our Privacy Policy, which is available here.
13. Definitions and Interpretation

1. Definitions and Interpretation

1.1 Definitions

In this Document, unless the context otherwise requires, capitalised terms have the meaning given to them in the Quotation, and:

Additional Costs means any additional costs, expenses, damages or losses suffered or incurred by the Provider.

Business Day means a day on which banks are open for general banking business in NSW, excluding Saturdays, Sundays and public holidays.

Confidential Information includes information or documentation which:

(a) is disclosed by a party to this Document (Discloser) to the other party to this Document (Receiver) in connection with this Document (whether before or after the Effective Date);

(b) is provided, prepared or produced under or in connection with this Document (whether before or after the Effective Date); or

(c) relates to:

(1) the business, assets or affairs of the Discloser; or

(2) the subject matter of, the terms of and/or any transactions contemplated by this Document, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and whether it is disclosed to the Receiver or received, acquired, overheard or learnt by the Receiver in any way whatsoever.

Corporations Act means the Corporations Act 2001 (Cth).

Defect has the meaning given in clause 3.5(a).

Dispute has the meaning given in clause 8(a).

Dispute Notice has the meaning given in clause 8(b).

Document has the meaning given in the Quotation.

Effective Date means the earlier of the date on which this Document is: 

(a) signed by each of the Parties, as set out in the Quotation; or

(b) otherwise accepted in accordance with its terms.

Insolvency Event means the occurrence of any one or more of the following events in relation to the Client:

(a) it is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable laws;

(b) an application or order is made for its winding up, bankruptcy or dissolution or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;

(c) an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of it or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;

(d) a controller is appointed in respect of any of its property;

(e) it is deregistered under the Corporations Act or other legislation or notice of its proposed deregistration is given to it;

(f) a distress, attachment or execution is levied or becomes enforceable against it or any of its property;

(g) it enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;

(h) a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of it or its property;

(i) a petition for the making of a sequestration order against its estate is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or it presents a petition against itself; or

(j) anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the Client.

Intellectual Property means any:

(a) copyright;

(b) registered or unregistered design, patent or trademark rights;

(c) trade, business, company or domain names;

(d) know-how, inventions, processes, trade secrets or Confidential Information; 

(e) circuit layouts, databases or source codes; or

(f) similar rights in any part of the world,

including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth).

Party means a party to this Document, and Parties means all of them.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.

Price Variation has the meaning given in clause 3.2(b)(1)(A)(ii).

Quotation means the quote to which these terms and conditions are attached.

Third Party Inputs has the meaning given in clause 3.3(a)(1).

Trust has the meaning given in clause 7(a).

Trustee has the meaning given in clause 7(a).

Use has the meaning given in clause 5(c).

1.2 Interpretation

In this Document, unless the context otherwise requires: 

(a) the singular includes the plural and vice versa;

(b) headings are for convenience only and do not affect interpretation;

(c) a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Document;

(d) if any act which must be done under this Document is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;

(e) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;

(f) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(g) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;

(h) includes and similar words mean includes without limitation;

(i) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;

(j) a reference to a party to an instrument includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;

(k) a reference to this Document or any other instrument includes the instrument, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;

(l) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them severally; 

(m) a reference to time is to local time in NSW, Australia; and

(n) a reference to $ or dollars refers to the currency of Australia from time to time.

2 Commencement

(a) This Document takes effect on and from the Effective Date. No cancellations by the Client will be accepted by the Provider after the Effective Date, other than in accordance with clause 9.

(b) The Provider will proceed with the provision of the Goods or Services within a reasonable time after the later of:

(1) the Effective Date;

(2) receipt of full payment of the Deposit from the Client (if applicable); and

(3) the satisfaction of any other conditions precedent contemplated by this Document.

3 Provider’s obligations

3.1 Goods or Services

(a) In consideration of the Client’s payment of the Price, the Provider will provide the Goods or Services in accordance with this Document, whether itself or by using its Personnel.

(b) If this Document expresses a time within which the Goods or Services are to be provided, the Client acknowledges and agrees that any such time is an estimate only and creates no obligation on the Provider to provide the Goods or Services by that time.

(c) Despite anything to the contrary, to the maximum extent permitted by law, the Provider will not be responsible, and will have no Liability, for any works, services, goods, materials or items which: 

(1) do not form part of the Goods or Services, as expressed in the Quotation; or 

(2) have not been provided by the Provider.

This clause 3.1(c) will survive the termination or expiry of this Document. 

3.2 Variations

(a) Subject to clause 3.2(b), the Client may request a variation or change to the Goods or Services, by providing written notice to the Provider, with details of the variation or change.

(b) Despite anything to the contrary:

(1) the Provider will not be obliged to vary or change the Goods or Services, including the timing for the provision of the Goods or Services, unless:

(A) the Provider confirms: 

(i) that it accepts the variation or change; and

(ii) the effect of the variation or change, including to the Price (Price Variation),

in writing to the Client; 

(B) the Price has been adjusted to reflect the Price Variation; and 

(C) the Client has paid the Provider the Price (as adjusted by the Price Variation) in accordance with the Payment Terms; and

(2) without limiting and in addition to clause 3.2(b)(1), where: 

(A) the Goods or Services are varied or changed, or the costs of providing the Goods or Services increase; and

(B) the cause of that variation, change or increase relates to, or is connected with, an event or circumstance beyond the Provider’s reasonable control, the Client must pay the Provider the additional costs and expenses it suffers or incurs as a debt due and immediately payable to the Provider. 

3.3 Third parties

(a) The Client acknowledges and agrees that: 

(1) the provision of the Goods or Services may be contingent on, or impacted by, third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors (Third Party Inputs); and

(2) despite anything to the contrary, to the maximum extent permitted by law, the Provider will not be responsible, and will have no Liability, for any default or breach of this Document or law, if such default or breach was caused or contributed to by any Third Party Inputs.

(b) This clause 3.3 will survive the termination or expiry of this Document. 

3.4 Title and risk

(a) Title in the Goods will remain with the Provider until the Client has paid the Provider the Price in full in accordance with this Document. Until title passes, the Client must not do anything which seeks to create an encumbrance, lien, charge or other interest on or over the Goods.

(b) Risk in the Goods will pass to the Client immediately upon the commencement of the delivery/collection of Artwork/Design, and the transfer of website to the client. Once risk in the Goods passes, the Client will be solely responsible for the Goods.

(c) This clause 3.4 will survive the termination or expiry of this Document. 

3.5 Defects

(a) If, within 48 hours after the delivery, collection or completion of the Goods or Services (as applicable), the Client has notified the Provider in writing of any fault, defect or error in the Goods or Services, which is caused by a breach of this Document by the Provider (Defect), along with a photo and description of the relevant Defect, the Provider will, at its own cost: 

(1) repair or remedy the Defect; or 

(2) if it is unable to repair or remedy the Defect, offer the Client a choice of a credit or a refund with respect to that part of the Price applicable to the Defect.

(b) If requested by the Provider, the Client must make available, or return, to the Provider the Goods or Services the subject of a notice under clause 3.5(a), together with all packaging, parts, accessories and documentation which were handed over by the Provider with the Goods or Services.

(c) Despite anything to the contrary, to the maximum extent permitted by law, the Provider’s aggregate Liability for any fault, defect, error, omission or lack of functionality or suitability with respect to the Goods or Services will be limited to, and must not exceed, the costs it incurs in complying with clause 3.5(a)(1) or 3.5(a)(2) (as applicable). This clause 3.5(c) will survive the termination or expiry of this Document.

4 Client’s obligations

4.1 General

(a) The Client must comply with: 

(1) this Document; 

(2) all reasonable requests or requirements of the Provider; and 

(3) all laws.

(b) The Client must: 

(1) obtain, and provide to the Provider, any access, consents, approvals, licences and permissions necessary to enable the Provider to provide the Goods or Services; and

(2) not on-sell, re-supply, re-distribute or otherwise provide the Goods or Services to any third party (whether for commercial profit or gain or otherwise) without the Provider’s prior and express written consent.

4.2 Payment

(a) The Client must pay the Provider: 

(1) the Price; and

(2) any other amount payable to the Provider under this Document, 

in accordance with the Payment Terms.

(b) If any payment has not been made in accordance with the Payment Terms, the Provider may (at its absolute discretion):

(1) immediately cease providing the Goods or Services, and recover as a debt due and immediately payable from the Client its Additional Costs of doing so;

(2) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date; 

(3) engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or 

(4) report the Client to any independent credit data agencies.

4.3 Premises

(a) If the Goods are being picked-up from the Premises by the Client or its Personnel, the Client must (and must ensure that its Personnel): 

(1) arrive at the Premises at the time, and on the date, nominated or notified by the Provider (whether orally or in writing); and

(2) comply with all requirements, protocols, policies, procedures and directions of the Provider and its Personnel.

(b) Except where clause 4.3(a) applies, the Client must: 

(1) provide to the Provider (and its Personnel) unfettered access to the Premises, free from harm or risk to health or safety: 

(A) at the times and on the dates requested by the Provider; or

(B) to enable the Provider to comply with its obligations under this Document or at law; and

(2) ensure that it or its Personnel do not cause or contribute to any: 

(A) injury or death to the Provider or its Personnel; or

(B) loss of, or damage to, any property of the Provider or its Personnel.

(c) If: 

(1) the Client does not comply with any obligation under this clause 4.3; and 

(2) this causes or contributes to Additional Costs,

then: 

(3) the Client must pay the Provider the Additional Costs as a debt due and immediately payable to the Provider; and

(4) despite anything to the contrary, to the maximum extent permitted by law, the Provider will have no Liability, and the Client releases and discharges the Provider from all Liability, arising from or in connection with the storage of any uncollected or undelivered Goods or Services, including any Liability for any loss, damage or theft to those stored Goods or Services.

4.4 Assistance

(a) The Client must provide all assistance (including information or documentation) which the Provider requests, to enable the Provider to comply with its obligations under this Document or at law.

(b) Where required to do so by the Provider, the Client must provide all information, documentation, content, approvals, revisions or other feedback (Information) within 3 weeks from the date that the Provider has requested the Information (Response Timeframe). Where the Client fails to provide a response within the Response Timeframe, the Provider reserves the right to finalise any artwork or other Services agreed to you on the assumption that you have given approval and the full Price for the Services are payable. If no Services are able to be performed due to the lack of Information available to the Provider, the Provider may terminate the Agreement and any deposit paid will be forfeited by the Client.

4.5 Confidentiality

(a) Subject to clause 4.5(b), the Receiver must (and must ensure that its Personnel do):

(1) keep confidential; and

(2) not use or permit any unauthorised use of,

all of the Discloser’s Confidential Information.

(b) Clause 4.5(a) does not apply where:

(1) the Receiver has the prior written consent of the Discloser;

(2) the disclosure is required by law; or

(3) the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Document and provided that the Receiver ensures the adviser complies with the terms of clause 4.5(a).

(c) To the maximum extent permitted by law, the Receiver indemnifies, and must continue to indemnify, the Discloser against all Liability it suffers or incurs arising from or as a consequence of a breach of this clause 4.5 by the Receiver. 

4.6 Warranty

The Client warrants that it has not relied upon any warranty, representation, statement, offer or documentation made or provided by or on behalf of the Provider, whether before or after the Effective Date.

4.7 Survival

This clause 4 will survive the termination or expiry of this Document.

5 Intellectual Property

(a) Subject to clause 5(f), as between the Parties, all Intellectual Property developed, adapted, modified or created by or on behalf of the Provider or its Personnel (including in connection with this Document or the provision of the Goods or Services), whether before or after the Effective Date, will at all times vest, or remain vested, in the Provider.

(b) For the avoidance of doubt, any mock or draft artwork, logos, illustrations or designs supplied to you, including any artwork provided that you choose not to use (Draft Options), remain our property and we reserve the right to use the Draft Options at our discretion, including on-selling the Draft Options to third parties. You agree that there is no assignment of Intellectual Property Rights in:

(1) any draft concepts, sketches or ideas discussed between us;

(2) preliminary Draft Options; and

(3) any Draft Options which are rejected by you.

(c) The Provider must, upon the Effective Date, grant a perpetual, royalty-free, world-wide, unconditional, transferable and irrevocable licence to the Client to use, develop, adapt and modify (Use) all Intellectual Property owned by, or licensed to, the Provider. The Client must ensure that any such Use does not infringe any Intellectual Property rights of any person. 

(d) If the Provider or any of its Personnel has any Moral Rights in any material provided, used or prepared in connection with this Document, the Client must (and must ensure that its Personnel) consent to the use or infringement of those Moral Rights.

(e) To the maximum extent permitted by law, the Client indemnifies, and must continue to indemnify, the Provider against all Liability it suffers or incurs arising from or as a consequence of a breach of this clause 5 by the Client.

(f) Where the Provider creates a logo for the client, we agree to assign all copyright and ownership in the logo upon full payment by the Client and in this regard.

(g) This clause 5 will survive the termination or expiry of this Document. 

6 Limitations

(a) Despite anything to the contrary, to the maximum extent permitted by law: 

(1) the Provider’s maximum aggregate Liability arising from or in connection with this Document (including the Goods or Services and/or the subject matter of this Document) will be limited to, and must not exceed, 50% of the Price; and

(2) the Provider will not be liable to the Client for any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data, 

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

(b) Despite anything to the contrary, to the maximum extent permitted by law, the Provider will have no Liability, and the Client releases and discharges the Provider from all Liability, arising from or in connection with any: 

(1) loss of, or damage to, the Goods or Services (or any item used in the provision of the Goods or Services), or any injury or loss to any person;

(2) failure or delay in providing the Goods or Services; or 

(3) breach of this Document or any law, 

where caused or contributed to by any: 

(4) event or circumstance beyond the Provider’s reasonable control; or

(5) act or omission of the Client or its Personnel,

and, in any event, any defect, error, omission or lack of functionality or suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Goods or Services.

(c) The Client agrees that, to the maximum extent permitted by law, this Document excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Document.

(d) This clause 6 will survive the termination or expiry of this Document.

7 Dispute Resolution

(a) A Party must not commence court proceedings relating to any dispute arising from, or in connection with, this Document (Dispute) without first complying with this clause 8 unless:

(1) that Party is seeking urgent interlocutory relief; or

(2) the Dispute relates to compliance with this clause.

(b) In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party setting out the details of the Dispute and proposing a resolution (Dispute Notice).

(c) Within 5 Business Days after receiving the Dispute Notice, the Parties must, by their senior executives or senior managers (who have the authority to reach a resolution on behalf of the Party), meet at least once to attempt to: 

(1) resolve the Dispute; or

(2) agree on the method of resolving the Dispute by other means, 

in good faith. All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged.

(d) If the Parties do not: 

(1) resolve the Dispute; or

(2) (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute,

within 15 Business Days after receipt of the Dispute Notice, the Dispute may be referred by either Party (by notice in writing to the other Party) to litigation.

(e) Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this Document.

(f) This clause 8 will survive the termination or expiry of this Document.

8 Termination

(a) This Document will terminate immediately upon written notice by:

(1) either Party, if mutually agreed in writing between the Parties; 

(2) the Provider, if the Client seeks to cancel or withdraw its acceptance of the Quotation after the Effective Date, or otherwise does not accept the Goods or Services which have been provided in accordance with this Document;

(3) the Provider, if the Client is in breach of this Document and that breach has not been remedied within five Business Days of being notified by the Provider; 

(4) the Provider, if the Client is subject to an Insolvency Event; or

(5) the Client, if the Provider is in breach of a material term of this Document and that breach has not been remedied or overcome within 15 Business Days of being notified by the Client.

(b) Termination of this Document will not affect any rights or liabilities which a Party has accrued under it.

(c) Upon termination of this Document, the Client agrees that it will (and will ensure that its Personnel):

(1) where this Document is terminated under clauses 9(a)(1) to 9(a)(4) (inclusive), pay: 

(A) the Price in full; and

(B) all Additional Costs resulting from the termination of this Document,

to the Provider as a debt due and immediately payable;

(2) where this Document is terminated under clause 9(a)(5), immediately pay the Price and all other amounts due and payable to the Provider, as if an invoice had been issued by the Provider to the Client under clause 4.2 on the date of termination;

(3) not disparage or otherwise make any unfavourable statements or comments regarding the Provider or its Personnel, either directly or by implication, verbally or in writing;

(4) immediately return to the Provider all property, including Confidential Information and Intellectual Property belonging to the Provider or its Personnel, in its or its Personnel’s possession; and 

(5) not use any Intellectual Property belonging to the Provider or its Personnel.

This clause 9(c) will survive the termination or expiry of this Document.

9 General

9.1 Representations

The Client represents and warrants to the Provider:

(a) it has full legal capacity and power to enter into this Document, to perform its obligations under this Document, to carry out the transactions contemplated by this Document, to own its property and assets and to carry on its business;

(b) no Insolvency Event has occurred in respect of it;

(c) this Document constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and

(d) the execution and performance by it of this Document and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any instrument binding on it.

9.2 Notices

(a) A notice or other communication given under this Document must be:

(1) in writing, in English and signed by the sender; and

(2) addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the Parties.

(b) A Party’s notice details are set out in the Quotation. A Party may change its notice details by written notice to the other Parties. 

(c) A notice or communication is taken as having been given:

(1) when left at a Party’s current address for notices; 

(2) if mailed, on the third Business Day after posting (if delivered to an address within the same country) or on the tenth Business Day after posting (if delivered to an address within another country); or 

(3) if sent by email, if sent before 5pm on a Business Day in the place of receipt then on the Business Day when it is sent, otherwise on the following Business Day.

9.3 Waiver

Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Document does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.
A waiver must be in writing.

9.4 Powers, rights and remedies

Except as provided in this Document or permitted by law, the powers, rights and remedies of a Party under this Document are cumulative and in addition to any other powers, rights and remedies the Party may have.

9.5 Consents or approvals

Except as provided in this Document, a Party may give, attach conditions to or withhold any consent or approval under this Document at its sole and absolute discretion. A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions. 

9.6 Assignment

No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Document without the prior written consent of the other Party. Any purported dealing in breach of this clause 10.6 is of no force or effect. 

9.7 Further assurance

Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Document and their obligations under it.

9.8 Costs and expenses

Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation and execution of this Document and any instrument relating to it.

9.9 Relationship of Parties

This Document is not intended to create a partnership, joint venture or agency relationship between the Parties. Nothing in this Document gives a Party authority to bind the other Party in any way.

9.10 Independent legal advice

Each Party acknowledges and agrees that it has had an opportunity to read this Document, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms. 

9.11 Severance

(a) If a provision of this Document is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable.

(b) If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Document without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Document.

9.12 Entire agreement

This Document contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter. 

9.13 Amendment

This Document may only be amended by written instrument executed by all Parties.

9.14 Counterparts

This Document may be executed in any number of counterparts that together will form one instrument.

9.15 Governing law and jurisdiction

This Document is governed by the laws of NSW. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in NSW and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.