These Terms of Trading apply to all work done by Two Bridges Pty Ltd and are to be read in conjunction with any estimates or proposals provided. They override any other terms and conditions and can only be changed by mutual agreement in writing.
By engaging our services you agree to be bound by these terms of trading. Engaging our services means accepting estimates or proposals to the extent that we perform agreed work for you. We cannot commence work until any estimates we provide have been signed and returned.
Any ideas or materials we disclose to you remain our property unless you purchase them. You must not use these ideas or materials without our permission (this includes showing or telling the ideas to another agency or supplier).
We own the intellectual property of any work we produce for you, including preliminary proposals, scripts, ideas, roughs and/or artwork created in the course of developing your project. When you have paid for a project in full, you will have an exclusive license to use any work we produce for you for the purposes outlined in the estimate, provided you are not in breach of these Terms of Trading. You may not modify the work or use it for any purpose other than the purpose for which it is originally created without our prior written permission. If you want to own the intellectual property immediately, you should tell us and we will prepare estimates accordingly.
We are not liable for infringement or unauthorised use of any intellectual property provided by you for use in the product/services supplied by Two Bridges Pty Ltd. You further agree by placing an order with us to indemnify us against all claims, proceedings, demands, costs and liabilities arising in connection with any breach of the warranties contained in this clause. If any dispute or claim is made in respect of any infringement or unauthorised use of intellectual property we may terminate the arrangements with you by notice to you and without any liability by us to you or any other person.
All specifications of time submitted during the production process or contained in the estimate are guides only. While we make every effort to follow them, we accept no responsibility if we are unable to do so. We are not responsible for any problems caused by any insistence on delivery or performance earlier than we have estimated.
We will usually consult with you to set estimated production schedules. To keep to these estimates, we may require you to provide us with material on which to work, (e.g. the text of a brochure) or return signed proofs within a specific time. If these are not received by the date we request that they be provided to us, we are entitled (at our discretion) to add the length of the delay to our production time.
Any copy provided is final copy. Any images / artwork provided are final. Any corrections to the original copy, images or artowrk, additional material (including photos) and amendments or additions after commencement of work are additional to the estimate. We are not responsible for badly written copy or incorrect information supplied. We are also not responsible for verbal requests for change, despite the extent of its simplicity. To ensure changes are done accurately and according to instruction, please put them in writing.
At each proof stage, we will send you proofs and ask you to inspect them. Please do this carefully and, if in order, signify that you have checked and approved them in their entirety by having an authorised officer sign the proofs in the space provided. By doing so, you accept all responsibility for errors at each proof stage. Note that, for quality control reasons, we cannot proceed to the next stage unless proofs are signed. Even if you do not sign the proofs, by advising us, in any way, of your approval, you accept all responsibility for errors. Of course, the checking, inspection and approval of proofs by you means you cannot refuse the finished product produced in accordance with the proofs.
We reserve the right to supervise printing in order to ensure proper quality control. While we take all reasonable care, we are not liable for the printer's errors. If you do not notify us of defects within seven days of delivery, you are taken to have accepted the goods as being satisfactory.
Copyright of photographic images, unless permitted in writing, is limited to the use of images in the product /services provided by Two Bridges Pty Ltd.
We will normally have to rely on the accuracy of factual information you provide to us. Accordingly, you will need to check any raw materials (copy, designs, specifications etc) that are provided to us to make sure that, to the best of your knowledge:
We will process supplied material on the basis that you fully indemnify us against any breach of warranty made by you in these Terms of Trading. This indemnity continues after our agreement ends. It is important that you deliver the information to us in as final and accurate a form as possible.
We keep all artwork, film, computer files and other materials for 24 months from the date of their creation, after which they are destroyed. If you want us to keep anything beyond this time you must tell us in writing. Due to the unstable nature of storage media, we cannot guarantee that your files or material will not become corrupted.
Unforeseen out-of-pocket expenses (such as couriers, materials etc) are not included in and are additional to the estimate. We charge a commission on all out-of-pocket expenses (incl. film library images, printouts, illustration, photography etc) to cover administration costs. 10% GST is additional to the cost of these out of pocket expenses, unless indicated otherwise.
For our records, we retain samples of each finished product designed by us. Where this is not practicable (eg., signage on a motor vehicle) we will arrange for photos or representations of the works, at our discretion. We reserve the right to retain any samples of work we produce for you and show the samples, photos or representation of the work to further promote our services to the public at large (including on our website and in hardcopy form) and to enter such work in exhibitions or for publication in award annuals, magazines and competitions if you have not requested us beforehand, in writing, not to do so.
We may require payment in advance before commencing any project or any stage of any project. We reserve the right to require a deposit on some work before it is initiated or completed, especially if the work involves significant out of pocket expenses or work for a new client.
In the event where your overdue account is referred to a collection agency and/or law firm, you will be liable for all costs which would be incurred as if the debt is collected in full, including legal demand costs.
Overdue accounts will be subject to interest at the rate of 13% p.a., calculated for the period the account is due until the date it is paid.
If you dispute any invoice, you must notify us in writing within 14 days of receiving it.
We give no express warranty in relation to the supply of our services to you and you acknowledge that you have not relied on any representation or warranty made by us or on our behalf. To the extent that such conditions and warranties may lawfully be excluded, all such conditions and warranties are expressly excluded. Further, to the extent permitted by law, if we become liable to you in any manner whatsoever for breach of warranty or for any other reason, then our liability is limited solely to the cost of supplying the services to you again or the payment of the cost of having the services supplied to you by a third party, whichever we elect.
We may use subcontractors to perform any part of the work for you.
We may advise you on or obtain for you goods or services from third parties. When you have approved an order for these goods or services you become responsible for their payment. Any claim you may have in relation to these goods or services (eg. quality) is directly with the supplier and not with us. Although you assume responsibility for the materials once they are delivered to you, you do not own those materials (such as printed materials or files) until you have paid us in full for their production. We have the right to repossess those materials and to prevent you from using them if you do not pay for them on time.
All ongoing contracts / services (e.g. domain registrations, web hosting, licenses, etc) can be cancelled by providing one month's (30 days) written notice.
To cancel a hosting contract or domain registration or any other 12 month contract we require that you contact us no later than 30 days prior to the end of the current contract period. If this 30 day notice isn't given our client will be required to pay for the next full 12 month hosting period.
The client will have full ownership of the website once payment has occurred. If the client breaches any of the conditions Two Bridges Pty Ltd retain the right to end all work and cease this agreement including the withdrawing of any website hosting.
The laws of Victoria, Australia apply to these Terms of Trading. Any disputes arising out of our relationship are to be dealt with by Victorian Courts.
Two Bridges Pty Ltd
abn 79 146 707 315
acn 146 707 315
phone:+61 408 171 69
PO Box 150, Croydon VIC 3136, Australia