By accepting the preceding quotation, you also understand and accept the following terms for our working relationship:

1. Definitions
1.1. ‘S&TC’, ‘us’, ‘our’ or ‘we’ means Scribble & Think Communications Pty Ltd.
1.2. ‘The Client’ or ‘you’ means the entity that has entered into this contract with us and has agreed to be bound by these Terms and Conditions.
1.3. ‘The Work’ or ‘Project’ means the work articulated in the scope of our quotation.
1.4. ‘Design’ and ‘Build’ includes but is not limited to the artwork, templates, typography, imagery, page layout techniques, copywriting, collation of assets, site design structure and coding, combined to produce the final result.

2. Work and Payment Terms
2.1. We will not charge more than the amount agreed in the quotation, unless you vary the specifications of the Work or as provided for under the terms of this agreement.
2.2. Our quotation is valid for 60 days only from the indicated date.

3. Additional Work
3.1. In good faith and as part of the creative and development process (“the reasonable channels of review and revisions”), our quotation allows for two rounds of amends/drafts. You accept that any additional work will be quoted and charged over and above this quotation, in accordance with our rates and by a fee earner of our discretion. Such additional work will be labelled as ‘Authors’ Amends’ and indicates that you have requested additional work beyond the scope of this quotation. Additional work will be quoted for approval before it is undertaken.
3.2. Additional work includes, but is not limited to: further rounds of amends beyond those allowed for in this quotation; development of other items not listed in this quotation.
3.3. After the reasonable channels of review and revisions have occurred, Work cannot subsequently be rejected and we reserve the right to issue an invoice for the full balance and any additional work.
3.4. We reserve the right to review our fees in the event of any changes to the Project or requirements. These hourly rates are revised in June each year. We will notify you of any change in the hourly rates and then the new rate will be deemed to be incorporated in this agreement without the necessity of entering into a new agreement.
3.5. If payment is not received by the due date, we reserve the right to suspend ongoing projects to limit our liability until the account is brought up to date.
3.6. If full payment of any amount specified in clause 6 is not received within 14 days of the due date, we reserve the right to revoke the licence of the Design until full payment has been received. Time being of the essence.
3.7. Revoking the licence does not remove your obligation to pay any outstanding monies owing.

4. Liability
4.1. Replacement or repair of the goods or resupply of services is the absolute limit of our liability.
4.2. Any date for delivery of goods or provision of services stated by us is intended as an estimate only and is not a contractual commitment. We will not be held liable for any indirect or consequential losses or expenses suffered by you or any third party where we have failed to meet a delivery date or we cancel or suspend the supply of goods or services. However, we will use all commercially reasonable endeavours to meet any estimated dates for delivery of the goods or completion of services.
4.3. These conditions do not affect the application of any State or Federal legislation applicable to the sale of goods or supply of services, which cannot be legally excluded or modified.

5. Materials and disbursements
5.1. The nature of the work undertaken by us will typically require the use of physical materials (such as laser prints, CDs, DVDs), couriers and proofing services. Where appropriate, we cover their cost by including a Materials and Disbursements entry on appropriate invoices. We aim to keep their use to a minimum, but the actual costs we incur are reconciled throughout the project and added to progress and final invoices.

6. Payment structure
6.1. You understand that by accepting the Work that we will issue an initial commencement invoice equal to 40% (forty percent) of the total quoted value, to be paid in full prior to any work commencing. Subsequent ‘progress’ and ‘balance’ invoices are typically issued as follows, where payment is due and payable as specified by us:
(a) 20% of the Project value at a first appropriate milestone specified by us.
(b) 20% of the Project value at a second appropriate milestone specified by us.
(c) The balance of the Project value (being a final 20%) at completion of the Project. Note that generally, payment of this final invoice will be required prior to release of The Work.

7. Cancellation and significant delay
7.1. If a Project needs to be cancelled by you, we will deduct reasonable fees from the invoices issued up to the date of cancellation to cover the costs incurred to that point (including time, materials, couriers and other services), and either refund or credit the balance. If the costs we have incurred exceed the total billed to date, then we will reconcile any payments made by you and invoice you for the difference, which you agree to approve and pay. You understand that this also applies to any project which is cancelled by us, for whatever reason.
7.2. You understand that we review our fees from time to time and you understand that if a project is halted by you for a significant period of time (a few months or more) and then re-started, our rates may have changed and will need to be applied to all work from that point.

8. Intellectual Property
8.1. We expect that you will obtain all necessary permissions for the use of all supplied copy, graphic images, company logos, names and trademarks to be included in the design work we produce for you. Approval of the final Design will be regarded as a guarantee by you that any information contained is accurate and the printed or broadcast material will not constitute a criminal offence or civil delict.

9. Design
9.1. The final Design and Build work ownership and intellectual property rights will remain with us until 100% balancing payment is paid. Only then will ownership of the final Design and Build output in the form of the finished Work be transferred to the client.
9.2. In the event of termination of this agreement we retain the ownership of the Work, Project, Build and Design and have the right to complete, exhibit and/or sell the work.

10. Licence back
10.1. We may display your completed Design and Build on our website and in portfolio presentations for our own promotion, only once the work is in the public domain, unless expressly requested not to.
10.2. Any image or graphic produced to which we or our suppliers owns the copyright, may not be copied, published, modified, or passed to any third parties without prior written consent from us.
10.3. During the course of developing work, we may provide concepts, designs, processes, layouts, patterns, logos and other forms of visual expression through the use of presentations, electronic (PDF) or printed documents for review and discussion. Please be aware that all such work remains the sole Intellectual Property and Copyright of Scribble & Think Communications Pty Ltd. It cannot be used by you in any shape or form until payment has been made, in full, against an invoice raised specifically for the agreed scope of work and an appropriate Deed of Assignment of Copyright has been executed between us. Should any work in progress be cancelled, rejected or removed from the scope for any reason, it remains under our sole copyright and is not to be used, copied, extracted or otherwise appropriated by you or any third party you may subsequently engage.

11. Working files
11.1. We have developed advanced skills and techniques through years of experience to enable us to deliver industry-leading design standards and reproduction results. Accordingly, editable working and production files, including retouched imagery contain these trade secrets, and as such remain the property of S&TC during and following conclusion of the project.

12. Rights and responsibilities
12.1. Force Majeure – We will not be liable for a breach of contract where that breach was due to software, hardware, electrical or communications failure, natural or force majeure events such as war, riots, fire, flood, storm, accidents, shortage of materials, breakdown in factories or other events beyond our control.
12.2. The client does not have the right to set off disputed claims against payments due to us.
12.3. This agreement will be governed by the laws of the State in which a Contract of Work is agreed upon, and both S&TC and the Client hereby submit to the jurisdiction of the Courts of that State and Courts competent to hear appeals therefrom.
12.4. These Terms and Conditions may change from time to time. The Client will be notified and informed of revisions as and when they are issued.

If you would like any further detail on the above, or a wider discussion on how we undertake work, please email us at hello@scribbleandthink.com