ALECIA GREEN CREATIVE STUDIO - STANDARD TERMS AND CONDITIONS
1 DEFINITIONS
In this Agreement (being these Standard Terms and Conditions, the annexed Quote, and any other annexes referenced herein) unless expressed or implied to the contrary:
Any words capitalised in this Agreement, which have not been given a definition below, have the corresponding meaning given to it in the relevant Quote.
Client Materials means any and all information, data, content, Intellectual Property Rights, and other materials provided by the Client to Alecia Green Creative.
Creative Agents means third party writers, designers, creatives, developers, and other service providers.
Deliverables means the final Deliverables delivered by Alecia Green Creative to Client that are not rejected by Client. For the avoidance of doubt, Deliverables excludes: drafts, sketches, working files, source files, concepts, other underlying works, and rejected works, as well as any work created independently of this Agreement.
Intellectual Property Rights means all products, results and proceeds of works made, created and/or developed including, but not limited to, all copyrights, trade marks, service marks, trade dress, trade secrets, moral rights, contractual rights of non-disclosure, design and patent rights or other proprietary rights throughout the world (whether registered or unregistered).
Third Party Content means any and all third party owned content or materials (including but not limited to compositions, sound recordings, and software) approved by Client to be reproduced in the Deliverables.
2 SERVICES
2.1. As consideration of payment of the Fees, Alecia Green Creative will deliver the Services and Deliverables in accordance with the Quote. Alecia Green Creative will not be required to provide any Services or Deliverables not expressly described in this Agreement or any Quote.
2.2. Alecia Green Creative may hire Creative Agents as independent contractors in connection with the provision of the Deliverables. To the extent that Alecia Green Creative has contracted such Creative Agents, Alecia Green Creative shall be responsible for Creative Agents’ compliance with this Agreement. For the avoidance of doubt, Alecia Green Creative shall not be responsible for any third party, which has been engaged by the Client, even if Alecia Green Creative communicates with, directs, or provides instruction to such third party.
3 CLIENT RESPONSIBILITIES
3.1. Client agrees to promptly:
a) provide instructions to Alecia Green Creative;
b) provide finished Client Materials in a form suitable for reproduction into the Deliverables;
c) approve any Deliverables in the timeframe requested by Alecia Green Creative; and
d) thoroughly check and proof any and all Deliverables prior to communication to the public, or other commercial use, including by ensuring that the Deliverables are not by law defamatory of any person, are not obscene, blasphemous, offensive or discriminatory; and do not constitute conduct that is in breach of the provisions of the Competitions and Consumer Act 2010 (Cth) or gives rise to an action in passing off, misrepresentation, or misleading or deceptive conduct.
3.2. Client agrees that Client is responsible for complying with the licence terms and conditions and paying any and all associated usage fees for any Third Party Content embodied in the Deliverables. For the avoidance of doubt, Alecia Green Creative will seek prior written approval before incurring any costs for Third Party Content.
4 GRANT OF RIGHTS
4.1. Upon full payment of the Fees, Alecia Green Creative shall assign to Client full right, title, and interest in and to the Deliverables. All other rights reserved. .
4.2. Alecia Green Creative may communicate Alecia Green Creative’s involvement in the Project generally and within Alecia Green Creative’s portfolios, showreels, and websites (including social media pages), in galleries and other exhibits, archival books, and submission into awards, for the purposes of professional recognition.
5 CHANGES TO SCOPE AND SCHEDULE
5.1. The Client acknowledges and agrees that any changes (or requested changes) to the Project, Quote, Services, Deliverables, or Schedule (including delays caused by the Client) may impact the Quote (including the Fees and/or Schedule). In such circumstance, Alecia Green Creative will advise the Client of the impact of the changes which, upon acceptance in writing by the parties, will supersede all applicable parts of the Quote.
5.2. Client understands and agrees that Alecia Green Creative is not responsible if the Schedule for any part or whole of the Services is or is required to be extended for reasons beyond Alecia Green Creative’s control or if Client fails to provide instruction, information, approval, Fees, or Client Materials etc in a timely manner or as requested by Alecia Green Creative. Alecia Green Creative will use reasonable endeavours to highlight any likely extension of the Schedule and will discuss the implications of such extension with the Client.
6 FEES
6.1. The Client agrees to pay Alecia Green Creative the Fee in accordance with the relevant Quote (but in no case later than 14 days of the applicable due date).
6.2. The Client acknowledges that
a) it is liable to pay the Fee even if it is acting for an End Client and the End Client has not paid the Client for its services;
b) the Fee is non-refundable and non-returnable once paid (in part or whole);
c) the Fee is payable by the Client even if the Services are not used (in part or whole) by the Client or End Client;
d) no variation to the Fee, Services, or Deliverables will be made without the prior written agreement of Alecia Green Creative.
7 TERMINATION
7.1. If either party breaches this Agreement, and such breach is not rectified within 14 days after written notice, the aggrieved party may (in addition to all of its other rights and remedies at law or otherwise) terminate this Agreement and any rights granted hereunder on giving written notice to the defaulting party.
7.2. This Agreement shall immediately terminate if the Client enters into voluntary or compulsory administration, liquidation, receivership or bankruptcy or admits in writing its inability to meet its debts or other obligations as they become due.
7.3. Upon termination of this Agreement:
a) any rights granted hereunder shall automatically terminate;
b) all rights in and to the Intellectual Property Rights shall revert to the owner of such rights;
c) the Client shall immediately forfeit monies paid to Alecia Green Creative (if any), and additionally pay all costs and expenses incurred by Alecia Green Creative as at the date of termination.
d) in the instance of terminating a retainer contract, any discounts granted to the Client under the proviso of ongoing commitment to work with Alecia Green Creative as stipulated in the retainer agreement, shall immediately be forfeited. Work up-to the date of termination, shall be calculated at the standard Alecia Green Creative pro-rata rates for that type of creative work and any discrepancy will be settled between the two parties in accordance with standard invoice terms of Alecia Green Creative.
8 WARRANTIES
8.1. Client warrants and unconditionally guarantees that:
a) all Client Materials is owned and/or controlled by the Client, or that Client has full right and authority from the rightful owner to use such elements; and
b) all Client Materials is true, current, and accurate, and can be relied upon by Alecia Green Creative in the performance of the Services and Deliverables.
8.2. To the fullest extent permitted by law, Alecia Green Creative excludes all representations, warranties and terms (whether express or implied) in connection to the provision of the Services and Deliverables other than those expressly set out in this Agreement. If any legislation operates to prohibit or restrict the exclusion, restriction or modification of any implied warranties, conditions or obligations, then to the fullest extent permitted by law, Alecia Green Creative limits its liability in respect of any such claim to, at its option (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again.
9 INDEMNITY/LIABILITY
9.1. Client agrees to fully indemnify and hold Alecia Green Creative and each of their employees and Creative Agents harmless from any claim, loss, damage, demand, or proceeding (including all reasonable legal costs), whether in contract, tort, under statute or otherwise, directly or indirectly as a result of Client’s breach of any provision or warranty of this Agreement, or Client’s violation of any applicable law or the rights of any third party.
9.2. If Alecia Green Creative is found to be liable for claim, loss, damage, demand, or proceeding any arising out of or in connection to this Agreement, the quantum of the sum of all liability or liabilities is strictly limited to the value of the Fees actually received by Alecia Green Creative.
10 GST
10.1. All Fees are exclusive of good and services tax (GST). Until the time that Alecia Green Creative is registered for GST no GST amount will be payable to the business in which complies with A New Tax System (Goods and Services) Act 1999.
11 GENERAL
11.1. The parties are independent entities and nothing in this Agreement constitutes or creates any relationship of employment, joint venture, agency, trust or legal partnership between them.
11.2. Each party warrants that it has the full right, power and authority to enter into this Agreement.
11.3. Failure or omission by either party to enforce or require strict performance or timely compliance with any provision of this Agreement shall not constitute a waiver of such rights or remedies and shall not relieve either party from compliance with such obligations.
11.4. Where any Purchase Order is submitted by the Client in relation to this Agreement, the parties agree that in the event of a conflict of terms between this Agreement and such Purchase Order occurs, the terms of this Agreement shall prevail.
11.5. This Agreement and any document expressly referred to in it represent the entire understanding and agreement between the parties and may only be amended in writing. If any provision of this Agreement shall be held to be invalid or unenforceable in any way the remaining provisions shall not in any way be affected.
11.6. In the event of a conflict of terms between these Standard Terms and Conditions and the Quote, the terms of the Quote shall prevail.
11.7. This Agreement may be executed in any number of counterparts, each of which will be an original and together will constitute one and the same instrument. Execution and delivery by electronic signature or digitally scanned copy of this Agreement shall constitute, for purposes of this Agreement, delivery of an executed original and shall be binding on the parties.
11.8. This Agreement shall be read and construed according to the laws of the State of New South Wales, Australia and the parties submit to the jurisdiction of that State.
12 CONSENT
12.1 By accepting a fee estimate or committing in writing or verbally to go ahead on a project you the Client are agreeing to these Terms and Conditions outlined above.