1.1 “Robertson Creative” shall mean Donna Robertson Creative Limited.
1.2 “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing goods or services from Robertson Creative.
1.3 “Work” shall mean all design and artwork, photographs, materials, print work, web development and any products, goods, services and advice provided by Robertson Creative to the Client.
1.4 “Terms and Conditions” shall mean these terms and conditions together with any other specific terms and conditions that may be agreed to in writing by Robertson Creative and the Client.
2.1 Designer’s Commitment
Robertson Creative will:
(a) Perform the Work with reasonable skill, care and diligence in a professional manner.
(b) Endeavor to ensure the Work is performed in accordance with the time frames agreed with the Client.
(c) Deliver the Client original work, except to the extent that the Client requires, or requests or Robertson Creative deems it necessary to use, third party or pre-existing work to be incorporated or used in the Work.
(d) perform the Work on a non-exclusive basis, and Robertson Creative will be free to perform similar work for others in the same industry or in competition with the Client without restriction.
2.2 Client’s Commitment
The Client agrees to be bound by these terms and conditions by the act of giving instructions to Robertson Creative to carry out Work, and, the Client further agrees that these terms and conditions prevail over any terms and conditions that may be provided to Robertson Creative by the Client prior to and/or after receipt of these terms and conditions.
The Client will give all reasonable assistance to enable Robertson Creative to perform the Work by:
(a) Giving clear instructions.
(b) Providing information, artwork or other materials, including content, to the Designer in a timely manner.
(c) Paying all invoices from Robertson Creative on the due date for payment.
3.1 Requested quotes will be supplied in the form of a written “Project Cost Estimate”.
3.2 The Project Cost Estimate is simply an estimation of time and materials expended by Robertson Creative to provide the Work.
3.3 Where a Project Cost Estimate is given by Robertson Creative for Work the Project Cost Estimate shall be:
(a) Exclusive of Goods and Services Tax and valid for 30 days from the date of issue.
(b) Specific to the brief supplied by the Client. Changes requested by the Client subsequent to the issue of the Project Cost Estimate will alter estimated costs. Where Work is required in addition to that contained in the Project Cost Estimate the Client agrees to pay for the additional Work in addition to the Work covered by the Project Cost Estimate. Any further costs incurred by Robertson Creative during projects (including: disbursements, copy writing, image scanning, image library fees or images purchased) will be on-charged to the Client.
(c) Inclusive of up to three laser printed proofs unless otherwise specified in the Project Cost Estimate. Thereafter, all printed proofs requested by the Client will be charged to the Client.
(d) Inclusive of up to three revisions to design and artwork. Thereafter, all changes will be charged to the Client.
3.4 Work will not commence on any project until the Client confirms full acceptance of the Project Cost Estimate in writing. Verbal acceptance and/or conditional acceptance (unless any such condition/s are expressly accepted by Robertson Creative in writing) will not be deemed as acceptance of the Project Cost Estimate (but the Client remains bound by these terms and conditions in accordance with clause 2.2).
4.1 Where no fee is stated or agreed in writing the Work shall be charged at Robertson Creative’s applicable rate at the time the Work is carried out.
4.2 Robertson Creative’s billing regime is minute by minute increments at a rate of $120 per hour plus G.S.T. with a minimum billable value per invoice of $60 plus G.S.T.
4.3 The fee for the Work may be increased by the amount of any reasonable increase in the cost of supply of the Work that is beyond the control of Robertson Creative between the date the Work is produced (or a Project Cost Estimate has been provided, whichever is the earlier) and delivery of the Work to the Client.
5.1 Any printing ordered through Robertson Creative will be managed by Robertson Creative and supplied to the Client.
5.2 The Client may elect their own print supplier whereby Robertson Creative will provide print-ready files directly to the Client. Files will be supplied as per the specifications of the print supplier as provided by the client to Robertson Creative. Print files supplied to the Client are the Client’s responsibility and Robertson Creative accepts no liability for any discrepancies should the Client be dissatisfied with the print work from their elected printer.
6.0 Supplied Material Permissions and Copyright
6.1 The Client undertakes that it has obtained all the necessary permissions, consents and authorities in respect of the use of all third party copy, graphics, registered company logos, names and trademarks, intellectual property of any kind whatsoever or any other supplied material and, if requested by Robertson Creative, will supply evidence of these matters to the satisfaction of Robertson Creative (however, by not requesting any such evidence Robertson Creative does not accept responsibility).
6.2 The Client also agrees to indemnify and keep indemnified Robertson Creative from and against all actions, proceedings, damages, costs, claims, demands, payments, losses and expenses (including legal expenses) whatsoever that Robertson Creative may pay, suffer, incur or sustain by reason of any material referred to under clause 6.1 above being supplied by the Client and/or if the Client acts in breach of any third party terms and conditions referred to under clause 6.3 below.
6.3 Where Robertson Creative has purchased a licence to use third party royalty free images and/or obtained third party registered company logos and/or third party intellectual property of any kind whatsoever and/or any other third party supplied material for use in the Clients printed or electronic artwork, or website, Robertson Creative is acting as an agent only for the Client with the Client’s approval and authority and the Client accepts and agrees to be bound by the terms and conditions of the third party as if the Client had entered the contract in person.
7.0 Client Approval and Errors
7.1 Robertson Creative may seek the approval or authority (“sign off”) of Work from the Client prior to going to print, publication, development or delivery. Artwork will only proceed to print, publication, development or delivery following receipt of the “sign off” at final proof stage. The Client will check all Work even if there have only been alterations on certain areas.
7.2 Robertson Creative takes all reasonable steps to ensure work is free of mistakes, errors or defects, etc, however, the Client agrees that Robertson Creative is not responsible for any mistakes and/or deficiencies in Work that has received “sign off” from the Client, or by a representative of the Client.
8.1 Robertson Creative may require the Client to pay an up front deposit before commencing a project or before supplying Work, including printed items. Invoices and statement will be provided.
8.2 Robertson Creative will send out itemised invoices monthly and/or upon completion of a project. Where a project takes more than four weeks a progress invoice may be issued. A monthly statement of account will be sent out.
8.3 The Client will make payment for Work in full within 7 Days of the date of the invoice (“the due date”) unless otherwise agreed in writing by Robertson Creative. Robertson Creative may, at its sole discretion, offer the Client or revoke from the Client, payment terms of on, or before, the 20th of the month following the date of the invoice.
8.4 Any invoices or accounts that remain unpaid past the due date for payment will incur penalty interest @ 2.5% per month, calculated on a daily basis.
8.5 Any accounts not paid by the due date may be referred to a debt collection agency and/or solicitor for collection action. Once your account has been so referred all debt collection agency and/or solicitor fees, disbursements and legal costs (including costs on a debt collection agency/client basis and/or solicitor/client basis) incurred by Robertson Creative and the Client shall be paid by the Client.
8.6 All invoices are required to be paid even if the deliverables or Work are not used by the Client.
8.7 Clients with accounts that remain unpaid by the due date will not be entitled to receive any completed Work until the account is paid in full or a payment agreement between Robertson Creative and the Client, on terms acceptable to Robertson Creative, has been signed by both parties.
9.0 Privacy Act
9.1 The Client permits Robertson Creative to collect, use and retain information concerning the Client, for the purpose of assessing the Clients credit worthiness or to enforce any rights under this contract.
9.2 Each party holds in confidence all information about the other acquired during the course of a project and will not disclose any of this information for marketing purposes to any other person, company or third party.
10.0 Part Completion
10.1 If the Client should cancel or place on hold a project with Robertson Creative before completion, the Client will be invoiced and must pay for all Work to date including any disbursements, copy writing, image scanning, image library fees or images purchased, paper stock/materials up to the cancellation or hold date.
11.1 Title to the Work does not pass to the Client until Robertson Creative receives payment of all amounts outstanding to Robertson Creative in full.
11.2 The Client will receive ownership of all artwork subject to Robertson Creative receiving payment in full. Robertson Creative will hold copies of all artwork and will supply copies to the Client when requested. The copying of artwork and electronic files to disc and delivery will incur a charge to be paid by the Client.
11.3 If the Client decides to use artwork created by Robertson Creative in a format that it was not originally designed for, Robertson Creative will take no responsibility for, and will not be liable for, the quality of, or any errors within, the reproduced work.
12.0 Third Parties
12.1 The Client may commission Robertson Creative to complete work on their behalf for supply to a third party. In any such case the Client remains the contracting party with Robertson Creative and is bound by these terms and conditions and, for the avoidance of any doubt, is responsible for payment of all invoices issued by Robertson Creative in accordance with these terms and conditions regardless of any non-payment issues from the third-party to the Client.
13.1 If any fault with the Work is discovered by the Client the Client must notify Robertson Creative within 7 days of delivery of the Work to the Client. Robertson Creative will endeavour to remedy any such fault or, at its election, may issue a credit note to the Client, the amount of which will be at Robertson Creative’s sole discretion. In any case the obligation on the Client to pay any invoices issued by Robertson Creative by the due date remains and the discovery of any fault with the Work does not remove this obligation.
14.0 Intellectual Property and Copyright
14.1 The Client acknowledges that Robertson Creative is the sole owner of all copyright and intellectual property (including business know how, artistic styles, methods of working, techniques, general creative ideas and skills) relating to or arising, directly or indirectly, out of the Work supplied by Robertson Creative to the Client.
14.2 Robertson Creative reserves the right to display and disclose finished Work for Robertson Creative marketing purposes unless otherwise agreed in writing prior to Work commencing.
15.0 Personal Property Securities Act 1999 (“PPSA”)
15.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Goods and/or collateral (account) – being a monetary obligation of the Client to Robertson Creative for Services – that have previously been supplied and that will be supplied in the future by the Robertson Creative to the Client.
15.2 The Client undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Robertson Creative may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, Robertson Creative for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Robertson Creative; and
(d) immediately advise Robertson Creative of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
15.3 Robertson Creative and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
15.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
15.5 Unless otherwise agreed to in writing by Robertson Creative, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
15.6 The Client shall unconditionally ratify any actions taken by Robertson Creative under clauses 15.1 to 15.5.