MASTER TERMS AND CONDITIONS:
1. Application
These Master Services Terms & Conditions (“Agreement”) are between Yak Creative Pty Ltd (ABN 51624620597) (“Yak Creative”) and you for the provision of certain Services described below.
The Agreement comprises:
(a) these Master Services Terms & Conditions;
(b) the Service List set out below and your Project Agreement; and
(c) Terms & Conditions relevant to each of your Services which are expressly incorporated herein (as the context permits).

You acknowledge that you have read, understood and agreed to Terms & Conditions relevant to each of your Services, together with these Master Services Terms & Conditions, and agree to be bound by them.
Yak Creative is only willing to supply Services on Terms & Conditions relevant to each Service and your continued receipt or use of the Services indicates your agreement to the Terms & Conditions relevant for each Service, together with these Master Services Terms & Conditions.

2. Precedence
2.1 The Agreement is structured so that individual Terms & Conditions relevant to each Service are further governed by and subject to this Master Services Terms & Conditions.

2.2 The Master Services Terms & Conditions takes precedence over Service List and the Terms & Conditions relevant to each Service. If there is any inconsistency between the provisions of the Master Services Terms & Conditions and the Terms & Conditions relevant to each Service, this Master Services Terms & Conditions will prevail to the extent of any inconsistency.

3. Services and the Service List
3.1 The Service List below sets out Services offered by Yak Creative and the Terms & Conditions relevant to each Service which apply to each of the Services.

3.2 When you agree to this Agreement by purchasing a particular Service, you also agree to be bound by the Terms & Conditions relevant to each of your Services.

4. Variations and Cancellations
4.1 You may change Services by notifying Yak Creative in writing. Your new Service will take effect from the date Yak Creative commences provision of the new Services in accordance with your new Service Proposal document, or as otherwise agreed in writing by Yak Creative. Your next invoice will reflect:
(a) Charges applicable to your new Service from the date of the notice;
(b) Charges for any remaining invoice period for your previous Service(s) (whether or not such Service(s) are utilised during such remaining invoice period);
(c) Charges for amounts then due but unbilled for your previous Service(s); and
(d) Charges for costs associated with any Service change or cancellation, where such costs are based on the standard rates of Yak Creative at the time. Any amounts or deposits already paid by you for a changed, cancelled or discontinued Service shall not be refunded in any circumstances.

4.2 Yak Creative may change these Master Services Terms & Conditions, the Services or the Terms & Conditions relevant to each Service, by giving you written notice (whether by email, fax or post to your designated email address or postal address, notified by you to Yak Creative as part of your registration process). Where a change relates to an increase in Charges, Yak Creative shall provide you with thirty (30) days’ prior written notice.

5. Term
This Agreement commences on the date Yak Creative confirms to you that Service has been activated or such other date as agreed by us in writing (“Commencement Date”) and continues until terminated in accordance with the terms contained herein.

6. Charges
6.1 The Charges payable for each Service, whether recurring or not, are set out in your Proposal document. The Charges shall be payable in Australian dollars within 7 days of the date of the invoice or on such other payment terms set out therein and must be made by one of the methods outlined in the invoices provided by Yak Creative. All deposits or advanced payments are non-refundable.

6.2 You remain committed to pay us for all Charges for Services for their full invoicing periods (as selected in your Proposal document), irrespective of whether:(a) this Agreement (or any Terms & Conditions) have been suspended or terminated during such invoicing period, or
(b) such Services have been changed or cancelled during such invoicing period.

6.3 Unless otherwise stated, all Charges and other amounts payable are exclusive of GST. If GST becomes payable on any supply made or provided, on which GST is not payable at the date of this Agreement, you will pay Yak Creative an additional amount equal to value of consideration for the supply multiplied by the prevailing GST rate.

6.4 Yak Creative may set off any amounts due and payable under this Agreement against amounts that may be payable by Yak Creative to you.

6.5 Yak Creative reserves right to charge interest on overdue amounts at annual rate of 2% over Reserve Bank of Australia base rate ruling on due date.

6.6 Yak Creative may by notice to you suspend work, and your use of and access to Services (including public access to your web content and delivery of email), until outstanding invoice(s) and interest have been paid in full. Charges shall continue to accrue during such period of suspension Time for payment shall be of the essence.

6.7 Invoices may only be disputed by you by providing Yak Creative with written details of the dispute within fourteen (14) days of the date of the invoice, failing which the invoice shall be deemed to have been accepted by you. You shall remain liable to make payment of any undisputed portions of an invoice.

6.8 Additional charges shall be payable for out-of-scope work, that is work not otherwise expressly set out in your Proposal document (including, without limitation, work in relation to extra design concepts or revisions, extra project management and support hours).

7. Termination
7.1 Yak Creative may terminate or suspend this Agreement (without any liability):
(a) at any time by giving you at least 1 month notice;
(b) immediately on giving notice to you, if you breach, including failure to pay the Charges; or
(c) you become insolvent within the meaning of Corporations Act, are otherwise unable to pay your debts when due or you cease to carry on business.

7.2 Yak Creative may also suspend or terminate particular Services in accordance with Terms & Conditions relevant to such Service (without any liability) and should it elect to reinstate such suspended Service you shall be responsible for Yak Creative’s standard re-activation charge. Termination of individual Terms & Conditions relevant to a Service shall not affect the continuation of this Master Services Terms & Conditions or any other individual Terms & Conditions relevant to other Services, then in force.

7.3 On termination or expiration of this Agreement, or any Terms & Conditions relevant to a Service:
(a) Yak Creative shall invoice you for all amounts then due but unbilled and it may delete all data, materials, content, configuration and settings in connection with your Services, whether on a Yak Creative storage media or otherwise. It is your obligation to ensure you have retained back-up copies.
(b) Any amounts or deposits already paid by you shall not be refunded in any circumstances.
(c) The licence in clause 12.2 and the right to access in clause 12.3 shall automatically come to an end.

8. Liability
8.1 Services shall be provided without any guarantees, conditions or warranties as to its accuracy, completeness, reliability, suitability or currency of Services and they are provided on an “as is where is” basis. Yak Creative does not warrant that the Services will be uninterrupted or error free, will meet your requirements, nor will they be free from external intruders (hackers), unauthorised virus or worm dissemination. Any time frames are provided as a guide or estimate only.

8.2 To extent permitted by law, Yak Creative, its directors and employees hereby expressly exclude:
(a) all conditions, warranties and other terms which might otherwise be implied by statute, common law or equity; and
(b) any liability for any direct, indirect or consequential loss or damage incurred by you or any end user in connection with Services, or use of Services, including, without limitation any liability for loss of income or revenue; loss or interruption of business; loss of profits; loss of anticipated savings; loss of data; loss of goodwill; wasted management; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

8.3 This does not affect liability of Yak Creative which cannot be excluded or limited at law. Without limiting foregoing, parties acknowledge that laws in certain jurisdictions may imply warranties and conditions which cannot be excluded, restricted or modified except to a limited extent. If any such laws apply, then to extent permitted by law of relevant jurisdiction, Yak Creative’s liability is limited to any one or more of the following in its sole discretion:
(a) in case of any goods, replacement or repair of goods, or supply of equivalent goods, or payment of cost of repairing or replacing goods or supplying equivalent goods; and
(b) in case of any services, supply of services again or payment of cost of having services supplied again.8.4 Without limiting foregoing, you agree that in no event shall Yak Creative’s maximum aggregate liability exceed AUD$5,000.00.

8.5 You shall indemnify Yak Creative, its directors, employees and representatives from and against all actions, claims, suits, damages, liabilities or costs (including legal costs) arising from, or directly or indirectly related to provision of materials by you, use of Services by you or anyone else, or otherwise arising as a result of this Agreement.

8.6 Each of the Terms & Conditions relevant to a Service may contain specific provision in relation to your liability for each Service (including warranties and representations made by you). You acknowledge that you have read and understood each of the Terms & Conditions relevant to your Service and agree to be bound by them.

9. Notices
9.1 All notices given by Yak Creative may be given by email to email address notified by you to Yak Creative as part of your registration process. It is your obligation to keep that email address current and correct. You agree and acknowledge that the record of Yak Creative having sent a notice to you by email is, of itself, conclusive proof of receipt.

9.2 Notices given by you must be delivered to Yak Creative in writing and addressed to: Yak Creative Pty Ltd, 27 St Boswells Avenue, Berwick, Victoria, 3806, Australia (with a copy by email to hello@yakcreative.co).

10. Force Majeure
Yak Creative shall not be responsible for any delay, suspension or failure arising out of any circumstances outside of its reasonable control, including but not limited to, acts of God, governmental actions, labour difficulty, war or national emergency, terrorism, fire, explosion, flood, an act or omission of a third party, inability to obtain any materials, equipment, facilities or services, failure of performance provided by others, internet interruption or virus, breakdown software, hardware or communication network.

11. Non-solicitation
You shall not, during duration of this Agreement, and for a period of one (1) year thereafter, hire, engage, solicit, employ or contract the services of any of the employees or contractors of Yak Creative or others involved in the provision of Services.

12. Intellectual Property & Confidentiality
12.1 Yak Creative retains copyright and all other intellectual property rights in:
(a) all programming modules, code, computer programs, material, tools, drawings, documents, presentations, specifications, data, designs, know-how and anything else generated, whether as improvements or otherwise, in course of providing (directly or indirectly) the Services; and
(b) all intellectual property rights existing prior to the commencement of such Services (“Yak Creative IP”). Unless agreed otherwise in writing, Yak Creative shall be entitled to claim authorship for any work which it is responsible.

12.2 Yak Creative licenses to you the right to access the Yak Creative IP on a non-exclusive basis to such extent as is necessary to enable you to make reasonable use of the relevant Services for the duration of the Agreement or the duration of the Terms & Conditions relevant to a Service (as the case may be).

12.3 You acknowledge that Services may include individual third party software or third party intellectual property rights (including, with limitation, content management system and open source software) (“Third Party IP”) and the licence in clause 12.2 and your rights to use Services is without prejudice to the Third Party IP. Any rights you may have to access Third Party IP shall be limited to extent of Yak Creative’s right to access same and its ability to pass on such rights to you.

12.4 In relation to licence (clause 12.2) and right to access (clause 12.3): (a) they will both automatically terminate if Agreement, or Terms & Conditions relevant to a Service, comes to an end; and (b) they do not include right to replicate, commercialise, adapt, modify, reverse engineer, decompile or disassemble wholly or partly.

12.4.1 Subject to clauses 12.2, 12.3 and 12.4, and following receipt by Yak Creative of all relevant outstanding Charges, you shall own all copyright in any graphic design or visual aesthetics created by Yak Creative specifically and solely for you in accordance with this Agreement and the relevant Proposal document.

12.5 In relation to any data, content, information or material provided by you to us, you warrant that same will not infringe the rights of any third party nor contravene any law or industry code.

12.6 Save as required by law, you shall not disclose any confidential information relating to Yak Creative or its affiliates which you obtain during or arising out of this Agreement, to anyone (except your employees on an as need basis). You shall procure that anyone else receiving benefit of Services, whether your employees or otherwise, comply with terms of this clause as if they were a party to this Agreement.

13. Entire Agreement
This Agreement, and the documents referred to herein, contains the entire understanding between the parties as to its subject matter and supersedes and excludes all prior and other discussions, specifications, representations and arrangements relating to Services including, but not limited to, those relating to performance or results that ought be expected from using Services. Any representations (oral or written) given by, or on behalf of, Yak Creative shall not be relied upon. Notwithstanding, you shall also be bound by any policies or guidelines of Yak Creative, currently situated here http://www.Yak Creative.co/terms-and-conditions/, as updated by Yak Creative from time to time.

14. Governing Law
This Agreement (and each Terms & Conditions relevant to a Service) and any dispute or claim arising out of or in connection with same shall be governed by and construed in accordance with the laws of Victoria, Australia and parties submit to the exclusive jurisdiction of that State.

15. Interpretation
In this agreement:
(a) A reference to “this agreement ” means these terms and conditions (including any schedule) together with a Purchase Order or Quote (if any);
(b) Headings and bold type are for convenience only and do not affect the interpretation of these terms;
(c) The singular includes the plural and the plural includes the singular;
(d) Words of any gender include all genders;
(e) Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;
(f) An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
(g) A reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;
(h) A reference to a party to a document includes that party’s successors and permitted assignees;
(i) A promise on the part of 2 or more persons binds them jointly and severally;
(j) No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
(k) Specifying anything in this agreement after the words “include ” or “for example ” or similar expressions does not limit what else is included.

WEB TERMS AND CONDITIONS

These are the Terms and Conditions on which Yak Creative Pty Ltd (“Yak Creative”) will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Project. They set out our professional services and what you can expect from us. Please read them carefully.Our Professional Services Schedule of Fees are available on request or will be supplied in your quotation/estimate.

These Terms and Conditions are subject to change without notice and may be superseded.

1. Engagement
You may engage us to carry out a Project for you by:
(a) signing and returning a Project Agreement to us;
(b) accepting a Quote in writing; or
(c) giving us written, emailed or verbal authorisation to commence a Project.
Unless we notify you otherwise, we will accept that engagement subject to these terms and conditions. The Project will commence when we accept the engagement.

2. Quotes and Estimates
If we provide, or have provided, you with a Quote for the Project, then that Quote:
(a) is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
(b) does not include GST; and
(c) is valid for a period of 14 days from the date we issue the Quote, unless otherwise agreed by Yak Creative.

3. Services
(a) The Services that we provide to you may include some or all of the following:
website consultancy and planning, as described in clause 9;
website design, as described in clause 10;
website development and uploading of content, as described in clause 11;
website modification, as described in clause 12;
the provision of Website Tools as described in clause 13;
training, as described in clause 15;
post-implementation warranty as described in clause 16;
post-implementation support and maintenance, as described in clause 17;
website hosting, as described in clause 18.
(b) You acknowledge that websites and other electronic serves are subject to interruption or breakdown, and therefore: the Services will not be error-free or uninterrupted; and your access to the Website and the operation of the Website will not be error-free or uninterrupted.

4. Hours of Service
All support activity is carried out between 8:30am and 5:00pm (GMT + 10), Monday to Friday excluding public holidays and office closures times for standard Victorian public holidays.

5. Content and Materials Supplied by You
(a) You must supply to us all required materials you want us to use in the Project, and all other content and materials we reasonably request (Client Content) . Refer to 7b. Scheduling and Production.
(b) You must supply all Client Content in the following digital formats/methods:Text/Copy: Microsoft Word or Rich Text (Clearly labeled and in correct order);Tables: Microsoft Excel (Clearly labeled and in correct order);Images: High resolution where possible (JPEG, PNG files);Logos: Vector format (Illustrator EPS/AI);Diagrams/Maps: Vector format (AI) or (JPEG files);if required, access to your current website and database via ftp and/or CMS/Hosting Control Panel login; Brand Style guidelines (if applicable).
(c) We may charge Additional Costs if the Client Content is not provided in the appropriate format set out in this clause.
(d) You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.
(e) You indemnify, and agree to keep Yak Creative, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) of any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf.

6. Your Approval
(a) Your approval will be required for the following items that we deliver to you (Approval Item):the website brief;the website design concepts (and your choice of one of them);each updated version of the chosen website design concept;the completed Website including uploaded content; andany other item for which we request your approval.
(b) When we provide you with any Approval Item, and you do not request any further alterations, then you must notify us in writing that you accept the completed Approval Item
(c) You will be deemed to have accepted the completed Approval Item if we do not receive from you, within 28 days after providing you with a completed Approval item, either notice in writing of acceptance or requests for further amendments.
(d) Your acceptance of the completed Approval Item in accordance with paragraph (b) or (c) means that the Approval Item is complete, and no further amendments are necessary. However, we will not proceed to the next stage of the Project until we receive your written approval of the Approval Item. There may be added cost in having to reschedule projects, staff or facilitate continuance. If unable to perform continuance, the client will have to pay a shut down and subsequent restart fee commensurate to the labour and resource costs incurred.

7. Purchase of Images
(a) The Fees do not include any searches or purchases of photo images, audio or video.
(b) You can purchase photo images, audio or video directly, or we can purchase photo images, audio or video on your behalf. We may charge Additional Costs in respect of such purchases. We will attempt to advise you of the expected Additional Costs before purchasing the photo images, audio or video.

8. Scheduling, Production and Project Management
(a) If we consider it to be necessary, we will develop a Production Schedule for the Project in consultation with you. We will use reasonable commercial endeavours to carry out the Project in accordance with that timetable.
(b) If you delay in providing Client Content or in providing feedback we request, then this may result in: a change in the delivery deadline set out in the Production Schedule; orif the delivery deadline cannot be changed, extra costs being incurred, including necessary overtime costs. We will charge these extra costs as Additional Costs.

9. Website Consultancy and Planning
Our website consultancy and planning services may include:
(a) discussing and developing options for your online marketing, search engine optimisation and social media strategy;

10. Website Design Concepts
(a) Our website design services may include delivery to you of up to two website design concepts; and up to two sets of alterations to one of these design concepts. Upon each alteration, we will supply an updated version of the website design concept to you.
(b) If you request further alterations, or the addition of new information, after the second updated version, resulting in any further updated versions of the website design concept being supplied, the additional work will be charged as Additional Costs at our then current Professional Rates.
(c) The alterations referred to in paragraph (a) do not include a change to the Specifications. If there are any changes to the Specifications after the Project has commenced, the additional work will be charged as Additional Costs at our then current Professional Rates.
(d) Where possible, we will attempt to provide you with an estimate of Additional Costs prior to undertaking the additional work. However in some cases due to deadline constraints, this will not be possible and we may proceed with the work without providing an estimate.

11. Development of Website and Uploading of Content
(a) Our website development services include developing a website based on the Specifications, the approved website brief, sitemap and final version of the website design concept.
(b) Our website services may also include uploading and styling/layout of the Client Content to the developed website. If applicable we will complete a specified number of standard pages of the website. If we complete additional pages for you, the additional work will be charged as Additional Costs at our then current Professional Rates.
(c) If we carry out any customisation work for you on a Content Management System, or build any extensions for you, then:the work will be charged as Additional Costs at our then current Professional Rates;the customisation or extension remains licensed under the following terms and conditions: https://wordpress.org/about/license/ and/or;you accept and must comply with those terms and conditions in relation to your use of the customisation or extension.
(d) You acknowledge that the Content Management System and many of its extensions are provided by third parties, and therefore:we have limited control over the functionality or operation of the Content Management System and any third party extensions;Yak Creative Pty Ltd is not affiliated with or endorsed by WordPress or Open Source Matters; andyou accept and must comply with the terms and conditions of those third parties relating to the Content Management System. The relevant terms and conditions can be found at the following websites:These may include but are not limited to Terms and Conditions found on these websites and URL’s:https://wordpress.org/about/license/http://www.fsf.org/https://wordpress.org/about/gpl/http://themeforest.net/legal/userhttp://mailchimp.com/legal/terms/http://magento.com/legal/termsEach extension usually has it’s license or Terms and Conditions as a link or text inside the control for that extension in each clients website administration interface.
(e) A Standard Page is: up to 300 words; up to 3 images; and up to one implementation of any tabular data.

12. Website modification
(a) Our website modification services consist of modifying your website based on the Specifications.
(b) Unless otherwise specified, the Fees for website modification do not include any provision for training or post-implementation support.
(c) The provisions of clause 10(c) to 10(e) apply to the website modification services.

13. Provision of Website Tools
(a) Upon your request, we may provide to you Website Tools as part of the Website.
(b) You acknowledge that some of the Website Tools are provided by third parties, as set out in paragraph
(c), and therefore:we have limited control over the functionality or operation of the Website Tools;if the third parties provide data or other information for use with the Website Tools, we have no control over the accuracy or completeness of that information; EG: ASX data.you accept and must comply with the terms and conditions of those third parties relating to the Website Tools; andthose third parties may invoice you directly for ongoing costs relating to your use of the Website Tools.
(c) The third parties who provide the Website Tools, and the terms and conditions for use of the Website Tools are as follows but are not limited to:ASX Package: WebLink Pty Ltd (ABN 52 071 220 847) . The relevant terms and conditions can be found at: http://www.weblink.com.auASX Share Price and Data: ASX. The relevant terms and conditions can be found at: http://www.asx.com.au/legal/terms-use.htm(3rd Party Extensions) See (10. Development of Website and Uploading of Content) for links
(d) The fees for updates and upgrades for the Website Tools may change from time to time. The new fees will apply from our notification date to you.

14. Yak Creative Pty Ltd Extensions
(a) All of Yak Creative Pty Ltd’s WordPress products (Template, Modules, Components, Plugins) are released under subscription. However the PHP code portions of these products are released under license. All images, cascading style sheets (CSS) and included javascript (JS) files are NOT GPL (unless specified), and are released under Yak Creative Pty Ltd’s Proprietary License, unless specifically authorised by Yak Creative Pty Ltd. Elements (images, CSS, JS etc) of the products released under the Yak Creative Pty Ltd proprietary license can not be redistributed or repackaged for use other than those allowed by the subscription as set out in 13(b).
(b) Proprietary Use License: Yak Creative Pty Ltd Proprietary Use License controls non-PHP code elements, such as images, cascading style sheets and JavaScript elements in the released Yak Creative Pty Ltd Products (Templates, modules, components, plugins etc.). The elements set out in 13(a) are not compiled together but are sent independently of GPL code and combined in a client’s browser, so, do not have to be GPL themselves. These file are not released under the GPL, and are supplied to each paying user for non-exclusive usage per number of registered domains. You may not modify, duplicate, redistribute, onsell or include the elements set out in 13(a), without prior written consent of Yak Creative Pty Ltd.

15. Training
(a) The Fees for website development may include training sessions of up to two hours for a maximum of two people per session. During these training sessions, we will provide information to attendees about using the Content Management System to upload content to the Website. Training sessions will be conducted in Melbourne or, if client is unable to attend Melbourne, virtually via Skype (or similar).
(b) If additional training sessions are required, or you wish to have additional attendees at a training session, the additional attendees and sessions will be charged as Additional Costs at our then current Professional Rates.

16. Post-Implementation Warranty (28 days)
(a) The Fees for website development include the provision of a limited warranty for a period of 28 days following website launch.
(b) The determination of warranty labour is at Yak Creative’s discretion.

17. Support and Maintenance Packages
Support and maintenance service is a paid service and is primarily carried out and provided via our support ticketing system via hello@yakcreative.co. For payment methods for support and maintenance services, please refer to 25. Payment Method.
(a) Our support and maintenance services consist of, but are not limited to:answering your technical questions relating to the Website, its operation and the Content Management System and the extensions provided with it; and resolving technical issues that arise in relation to the Website or its operation, except as set out in 17 (b).
(b) Our support and maintenance services do not include resolving:issues that relate to your networks, computer systems or software used to access the Website;other technical issues not arising directly from the Website.
(c) If we provide you with services that are not included in the support and maintenance services, we will charge you for the work at our current Professional Rates.
(d) You must provide us, at your own cost, access to the Website and your computer network and systems in order for us to provide the support and maintenance services. If you do not provide us with such access within a reasonable time after we request it, then:we are not obliged to provide you with any support and maintenance services;we are not obliged to return to you any portion of the Fees that you have paid to us for the provision of support and maintenance services; and an invoice will be issued for any work carried out.
(e) Support Package reduced hourly rate requires that the contract be in place for the full term of any work undertaken – work undertaken outside of the support package contract period will be charged at our full hourly rates. (The support package does not generally include major website design or website development tasks, but this can be assessed in consultation on a case by case basis.) Pricing is available on request.
(f) Support, consulting and analysis provision is dependent upon access to the website to perform the required tasks and to assess/view the requirements.
(g) Response times are indicative and not guaranteed.
(h) Support time is accrued in 30 minute increments.
(i) Estimated time to complete requested support tasks may be provided when and if possible at client’s request.
(j) Commencement of support tasksSupport will commence upon receipt of written support brief/request by Yak Creative from The Client and confirmation of time estimate provided for the specific task/s from Yak Creative to The Client.

18. Archiving / Retrieval
(a) We will endeavour to store or archive all electronic files used in the production of your website project. However, we provide no guarantee that any stored or archived files can be retrieved in the future.
(b) Once your website is launched, archiving of the files and database and copies of these files becomes the responsibility of the client. Yak Creative can at the request of the client provide this service.

19. Disbursements
Disbursement charges are not included in the Fees. If we incur any disbursements or expenses in the course of the Project, we will charge these to you as Additional Costs. These may include but are not limited to the disbursement items set out in the Schedule of Fees.

20. Professional Liability
(a) If you are not a Consumer:our liability to you for any Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, whether or not you were aware of the possibility of such Loss to you when this agreement was entered into, is limited to the amount of Fees received by us from you under this agreement;the maximum amount you may claim from us for Loss suffered or incurred by you in connection with this agreement is limited to the aggregate amount of Fees which you have paid us at any time and relevant to the cause of the loss, less any amounts already paid out or due to be paid out by us to you for any reason; and we are not liable for any indirect or consequential loss, or any loss of revenue, loss of profit, loss of business opportunity, or payment of liquidated sums, penalties or damages under any agreement sustained by you or any other person arising from or in connection with the Project or this agreement;Loss you suffer or incur in connection with this agreement that is caused by (or to the extent contributed to by) the acts or omissions of a third party;Loss you suffer or incur that arises out of the Content Management System or the Website Tools, andif the modification can be shown to be counter to current and common or recommended industry practice; or Loss you suffer or incur due to factors outside our reasonable control.
(b) If you are a Consumer, our liability to you for failure to apply with any applicable Consumer Guarantee is limited to (at our election):in relation to goods:replacing the goods or supplying equivalent goods (or paying the cost of either); orrepairing the goods, or paying the cost of having the goods repaired;in relation to services:resupplying the services to you; orpaying the cost of having the services re-supplied.
(c) If you are a Consumer, our liability to you for all Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, other than a failure by us to comply with any applicable Consumer Guarantee, is limited as set out in paragraph (a) above.
(d) Paragraphs (b) and (c) do not apply:in relation to a Title Guarantee;to the extent that it is not Fair or Reasonable for us to rely on them; orin relation to Consumer Goods or Consumer Services we supply to you.
(e) Any condition or warranty which would be implied by law as a term of this agreement is excluded.

21. Intellectual Property and Supply of Raw / Editable files
(a) All Intellectual Property Rights in Project Intellectual Property vest in, or will upon their creation vest in, Yak Creative.
(b) We grant you a non-transferable, non-exclusive license to:Publish one copy of the Website and supporting project intellectual property unless otherwise stated by Yak Creative; and use and reproduce the other Project Intellectual Property,subject to the restrictions set out in paragraph (c).
(c) You must not, without our prior written permission:adapt, create derivative works from or merge the Website template or other Project Intellectual Property;use the Project Intellectual Property for any purpose other than the specific purpose for which we have provided it;reverse engineer, disassemble or decompile the Project Intellectual Property;distribute, lend, resell, transfer, assign or sublicense the Website or other Project Intellectual Property, or allow any other person to use it except in the course of visiting the Website; andremove or attempt to remove any proprietary or copyright notices or any labels on the Website or other Project Intellectual Property.These restrictions do not apply in relation to:extensions that are licensed to you under the terms and conditions referred to in clause 11(e); or Some extensions are licensed per domain or via a license keymodifications that we have made to the Content Management System remain licensed under license.
(d) The supply of raw / editable files is at the discretion of Yak Creative. Additional Costs will, and may be based upon a percentage of the original Quote or a retrieval and release fee.
(e) Commercial fonts remain the property of Yak Creative, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferable.
(f) We do not warrant that your use of the designs, materials or content produced by us for you in the course of the Project will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but we will advise you if we become aware of any infringement.
(g) Client agree to carry the Yak Creative logo or ‘Developed by Yak Creative’ text hyperlink in or under the website footer.
(h) Client should be prepared to provide testimony or feedback on request post the release/close of the project.

22. Confidentiality
(a) Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Quote. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.
(b) The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
(c) The Party required to disclose the other Party’s Confidential Information as set out in paragraph (b) must:provide a reasonable amount of notice to the other Party of the proposed disclosure;consult with the other Party as to the form of the disclosure; and take all reasonable steps to maintain such Confidential Information in confidence.
(d) Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

23. Calculation of Fees if not Specified
(a) If the Fees are not specified (in a Purchase Order, Quote or otherwise) at the commencement of the Project, then we will charge you at the Professional Rates for all work that we carry out for you in the course of the Project.
(b) The Professional Rates may change from time to time. The new Professional Rates will apply from the date that we notify them to you.
(c) Travel time is not included in our quotations as Yak Creative’s office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location a standard 1 hour travel fee will apply at our hourly rate.
(d) Our standard web project quotation allows for up to 2 meetings. Additional meetings outside of this scope will be charged at the hourly rate of those attending.

24. Payment Method
(a) You must pay the Fees and Additional Costs to us within 14 days after the date on which we issue you an invoice for those Fees and Additional Costs in accordance with this clause 24.
(b) In relation to our services, we may issue invoices for Payment as indicated in our quote or estimate, on the “Terms and Conditions” page, under the title “Payment System for this Quote” and / or“Work in Progress” invoice at the end of each calendar month for the Fees and Approved Expenses incurred up to the date of the invoice.If the Fees do not exceed $1,000 + GST, or if the Fees are not specified (in a Project Agreement, Quote or otherwise), we may issue an invoice for the Fees and Additional Costs either at completion of the Project or as “Work in Progress” at the end of each calendar month at our discretion.

25. GST
(a) Unless we expressly state otherwise, the Fees and Additional Costs do not include GST.
(b) If at any time we decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.
(c) we reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

26. Duration of agreement and its termination
(a) Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Project has been achieved, unless it is terminated earlier under this clause 26.
(b) A party may terminate this agreement by notice in writing to the other party if:the other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within [14] days after receiving notice from the other Party to do so;the other party commits a material breach of this agreement that is not capable of remedy (including a breach of clause 22 or clause 23); or the other Party becomes Insolvent.
(c) We may terminate this agreement if:you do not provide any information or materials requested within a reasonable time after being asked to do so; or we consider that mutual confidence and trust no longer exist.
(d) Upon termination of this agreement under paragraph (b) or (c):our obligation to carry out the Project ceases;each party’s rights and obligations accrued prior to termination are not affected;the licence granted in clause 22(b) ceases; and each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations; and except as provided in this paragraph (d), clauses 4(c), 4(e), 20, 21, 22, and 27 will continue.

27. General
(a) Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.
(b) This agreement does not create a relationship of employment, agency or partnership between the parties.
(c) We may subcontract our obligations under this agreement.
(d) The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.
(e) If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.
(f) The additional terms and conditions referred to in clauses 10 and 12 do not apply to the extent that they:are not permitted under Australian law; orexclude or unlawfully limit any applicable Consumer Guarantee or Title Guarantee.
(g) We may change this agreement from time to time, by notifying you of the changed terms and conditions. The new terms will apply to any Project that commences after the date that we notify you of the changed terms and conditions. Your engagement of our services after that date signifies your acceptance of the amended agreement.

28. Interpretation
In this agreement:
(a) a reference to “this agreement” means these terms and conditions (including any schedule) together with a Project Agreement or Quote (if any);
(b) headings and bold type are for convenience only and do not affect the interpretation of these terms;
(c) the singular includes the plural and the plural includes the singular;
(d) words of any gender include all genders;
(e) other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;
(f) an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
(g) a reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;
(h) a reference to a party to a document includes that party’s successors and permitted assignees;
(i) a promise on the part of 2 or more persons binds them jointly and severally;
(j) no provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
(k) specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.

29. Dictionary
Additional Costs means all additional costs that we are permitted to charge you under this agreement.Approval Item is defined in clause 6(a).Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the Australian Consumer Law and Fair Trading Act 2012 (Vic).Claim means a demand, action or proceeding of any nature whether actual or threatened.Client, you or your means, in relation to any work that we do for you:
(a) the person named as the client in the Purchase Order;
(b) if there is no purchase order, then the person named as the client in the Quote; or
(c) if there is no Quote, then the person for whom we are undertaking the project.

Client Content is defined in clause 5(a)Confidential Information of a party:
(a) means any information:regarding that party’s business or affairs;regarding that party’s customers, employees, or other people doing business with that party;which is by its nature confidential;which is designated as confidential by that party at the time of disclosure or within 14 days after disclosure; orwhich the other party knows or ought to know is confidential;
(b) includes without limitation (unless excluded under paragraph (c) ) that party’s Intellectual Property Rights and these terms and conditions; but
(c) does not include information to the extent that information is developed or known by the other party independently of this agreement and independently of any obligation of confidence (including because it is in the public domain).Consumer has the same meaning as in section 3 of the Australian Consumer Law

Consumer Goods means “goods of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).Consumer Services means “services of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.Content Management System (CMS) means the content management system described in clause 11(c).

Yak Creative, we or us means Yak CreativePty Ltd ABN 51624620597 of 27 St Boswells Avenue, Berwick, Victoria, 3806, Australia.Fair or Reasonable means ‘fair or reasonable’ for the purposes of section 64A of the Australian Consumer Law.Fees means, in respect of a Project:
(a) the fees payable to us for the Project as set out in a Purchase Order or Quote; or
(b) if no fees are specified, fees for all work we do in the course of the Project calculated in accordance with clause 23.

GST means a goods or services tax or similar tax levied in Australia.Insolvent, in relation to a party, means that:
(a) the party has ceased or taken steps to cease to conduct its business in the normal manner;
(b) the party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;
(c) the party is unable to pay its debts when they are due;
(d) a liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;
(e) an application or order is made or a resolution is passed for the winding up of the party; or
(f) an event similar to one in paragraphs (a) to (e) occurs in respect of the party in any non-Australian jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:
(a) copyright, patents, trademarks, plant breeder’s rights, rights in circuit layouts, registered designs and any right to have confidential information kept confidential; and
(b) any application or right to apply for registration of any of the rights referred to in (a).

Loss means
(a) any liability, cost, expense, loss, personal injury (including illness), death or damage; and
(b) in relation to a Claim, Loss includes amounts payable on the Claim and (whether or not the Claim is successful), legal costs and disbursements on a full indemnity basis.

Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia.Project means, in relation to any work that we do for you:
(a) the project described in a Project Agreement;
(b) if there is no Project Agreement, the project described in a Quote;
(c) if there is no Quote, then the project described in the Specifications; or
(d) if there are no Specifications, then the work that you have asked us to do.

Professional Rates means the fees set out in the Schedule of Fees.Project Intellectual Property means designs, artwork, software and materials provided to you in the course of the Project, and any other Intellectual Property Rights created in the course of the Project, but does not include:
(a) the Content Management System (except to the extent that we have modified it) which is owned by WordPress and other third parties;
(b) the Website Tools (except to the extent that we have modified them); or
(c) Client Content.

Project Agreement means a document issued (in writing or electronically) by us to you that sets out:
(a) the services that we will provided to you;
(b) the estimated times within which those services will be provided; and
(c) the fees payable to us for those services.

Quote means a quote, estimate or proposal that we provide to you in respect of any work that you have asked us to do.

Schedule of Fees means the professional services schedule attached to this document, and any replacement of that professional services schedule that we notify to you from time to time.Services means the services that we provide to you in the course of the Project, as described in clause 3.

SEO means Search Engine Optimisation – the art and science of increasing the visibility of web pages in searches using search engines on the web.

Social Media means web based tools such as Facebook, Instagram, LinkedIn, Twitter and Snapchat

Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Project.Support means the supply of paid support services to assist in the management; maintenance; training for; and repair of a Yak Creative supplied/built/maintained website.

Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.

Warranty is any fix required to a supplied Yak Creative website within 28 days of launch. The determination of warranty labour is at Yak Creative Pty Ltd’s discretion.

Website means the website that we develop for you in accordance with clause 11.Website Tools means the tools, applications or packages set out in clause 13(c).

BRANDING TERMS AND CONDITIONS
These are the terms and conditions on which Yak Creative will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Project. They set out our professional services and what you can expect from us. Please read them carefully.

1. Engagement
You may engage us to carry out a Project for you by:
(a) Signing and returning a Project Agreement to us;
(b) Accepting a Quote in writing; or
(c) Giving us written, emailed or verbal authorisation to commence a Project.
Unless we notify you otherwise, we will accept that engagement subject to these terms and conditions. The Project will commence when we accept the engagement.

2. Quotes and Estimates
If we provide, or have provided, you with a Quote for the Project, then that Quote:
(a) Is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
(b) Does not include GST; and
(c) Is valid for a period of 14 days from the date we issue the Quote.

3. Content and Materials Supplied by You
(a) You must supply to us all content & images you want us to use in the Project, and all other content and materials we reasonably request (Client Content). You must supply all Client Content at or before the commencement of the Project.
(b) You must supply all Client Content in the following digital formats:Text/Tables/Copy: Microsoft Word or Microsoft Excel (in correct order);Images: High resolution (300dpi TIFF or JPEG files);Logos: Vector format (Illustrator EPS/AI)Diagrams/Maps: Vector format (Illustrator EPS/AI). We may charge Additional Costs if the Client Content is not provided in the appropriate format set out in this clause.
(c) You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not:Breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or Compromise the security or operation of our computer systems, through a virus or otherwise.
(d) You indemnify, and agree to keep Yak Creative, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) of any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf.

4. Purchase of Images
(a) The Fees do not include any searches or purchases of photo images, audio or video.
(b) You can purchase images directly, or we can purchase photo images, audio or video on your behalf. We may charge Additional Costs in respect of such purchases. We will attempt to advise you of the expected Additional Costs before purchasing the photo images, audio or video.

5. Scheduling and Production
(a) If we consider it to be necessary, we will develop production schedules for the Project in consultation with you. We will use reasonable commercial endeavours to carry out the Project in accordance with those production schedules.
(b) If you delay in providing Client Content or in providing feedback we request, then this may result in:The delivery deadline changing; or If the delivery deadline cannot be moved, extra costs being incurred, including necessary overtime costs. We will charge these extra costs as Additional Costs.

6. Corrections and Alterations
(a) The Fees include provision for two sets of alterations by you to the artwork drafts we provide, which will result in us supplying two complete artwork drafts back to you.
(b) If you request further alterations, or the addition of new information after the second draft, resulting in any further drafts being supplied, the additional work will be charged as Additional Costs at our then current Professional Rates.
(c) The alterations referred to in paragraph (a) do not include a change to the Specifications. If there are any changes to the Specifications after the Project has commenced, the additional work will be charged as Additional Costs at our then current Professional Rates.
(d) Where possible, we will attempt to provide you with an estimate of Additional Costs prior to undertaking the additional work. However in some cases due to deadline constraints, this will not be possible and we may proceed with the work without providing an estimate.

7. Sign-off
(a) When we provide you with complete artwork drafts, and you do not request any further alterations, then you must notify us in writing that you accept the completed work.
(b) You will be deemed to have accepted the completed work if we do not receive from you, within [14] days after providing you with a completed artwork draft, either notice in writing of acceptance or requests for further amendments.
(c) Your acceptance of the artwork in accordance with paragraph (a) or (b) means that the Project is complete, and no further amendments are necessary.

8. Archiving / Retrieval
We will endeavour to store or archive all electronic files. However, we provide no guarantee that any stored or archived file scan be retrieved in the future.

9. Couriers and Disbursements
Couriers and disbursement charges are not included in the Fees. If we incur any disbursements or expenses in the course of the Project, we will charge these to you as Additional Costs. These may include but are not limited to, couriers, colour and mono laser copies, binding, presentation folders, CDs and DVDs, laminating etc.

10. Professional Liability
(a) If you are not a Consumer:Our liability to you for any Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, whether or not you were aware of the possibility of such Loss to you when this agreement was entered into, is limited to the amount of Fees received by us from you under this agreement;The maximum amount you may claim from us for Loss suffered or incurred by you in connection with this agreement is limited to the aggregate amount of Fees which you have paid us at any time, less any amounts already paid out or due to be paid out by us to you for any reason; and we are not liable for any indirect or consequential loss, or any loss of revenue, loss of profit, loss of business opportunity, or payment of liquidated sums, penalties or damages under any agreement sustained by you or any other person arising from or in connection with the Project or this agreement;Loss you suffer or incur by in connection with this agreement that is caused by (or to the extent contributed to by) the acts or omissions of a third party; orLoss you suffer or incur due to factors outside our reasonable control.
(b) If you are a Consumer, our liability to you for failure to apply with any applicable Consumer Guarantee is limited to (at our election):In relation to goods:Replacing the goods or supplying equivalent goods (or paying the cost of either); or Repairing the goods, or paying the cost of having the goods repaired;In relation to services:Resupplying the services to you; or Paying the cost of having the services re-supplied.
(c) If you are a Consumer, our liability to you for all Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, other than a failure by us to comply with any applicable Consumer Guarantee, is limited as set out in paragraph (a) above.(d) Paragraphs (b) and (c) do not apply:In relation to a Title Guarantee;To the extent that it is not Fair or Reasonable for us to rely on them; orIn relation to Consumer Goods or Consumer Services we supply to you.
(e) Any condition or warranty which would be implied by law as a term of this agreement is excluded.

11. Intellectual Property and supply of Raw / Editable files
(a) All Artwork, and all other designs, artwork and materials used in the design and production of goods or works in the course of the Project, remain our property. All Intellectual Property Rights in them and any other Intellectual Property Rights created in the course of the Project vest in, or will upon their creation vest in, Yak Creative.
(b) We grant you a non-transferable, non-exclusive licence to use and reproduce the Artwork, subject to the restrictions set out in paragraph (c).
(c) You must not, without our prior written permission:Modify or vary the Artwork in any way;Adapt, create derivative works from or merge the Artwork;Use the Artwork for any purpose other than the specific purpose or campaign for which we have provided it;Reverse engineer, disassemble or decompile the Artwork;Distribute, lend, on sell, transfer, assign or sub-license the Artwork, or allow any other person to use it; and Remove or attempt to remove any proprietary or copyright notices or any labels on the Artwork.
(d) If you want to modify or adapt the Artwork, or use it for purposes other than the original purpose for which we provided it, then you must purchase from us the raw / editable files for the Artwork. The supply of raw / editable files is at our discretion. If you request, and we agree to supply raw / editable files, you must pay Additional Costs to us for those raw / editable files as we advise. These Additional Costs may be based upon a percentage of the original Quote or a retrieval and release fee.
(e) Type fonts remain the property of Yak Creative or its licencors at all times and are governed under licensing restrictions and rules.
(f) We do not warrant that your use of the designs, materials or content produced by us for you in the course of the Project will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but we will advise you if we become aware of any infringement.

12. Confidentiality
(a) Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Quote. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.
(b) The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
(c) The Party required to disclose the other Party’s Confidential Information as set out in paragraph (b) must:Provide a reasonable amount of notice to the other Party of the proposed disclosure;Consult with the other Party as to the form of the disclosure; andTake all reasonable steps to maintain such Confidential Information in confidence.
(d) Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

13. Calculation of Fees
(a) If the Fees are not specified (in a Purchase Order, Quote or otherwise) at the commencement of the Project, then we will charge you at the Professional Rates for all work that we carry out for you in the course of the Project.
(b) The Professional Rates may change from time to time. The new Professional Rates will apply from the date that we notify them to you.
(c) Our standard quotation allows for 2 meetings (i) pre project commencement design brief and discussion and (ii) presentation of initial design concepts. Additional meetings outside of this scope will be charged at the hourly rate of those attending.

14. Payment Method
a) You must pay the Fees and Additional Costs to us within 14 days after the date on which we issue you an invoice for those Fees and Additional Costs in accordance with this clause 14.
(b) If the Fees exceed $1,000 + GST, we may issue invoices for:40% of Fees on delivery of Design Concepts to you;60% of Fees upon delivery of Artwork Draft 2 to you; andall Additional Costs upon completion / delivery of job to you, and we reserve the right to issue a “Work in Progress ”invoice at the end of each calendar month for the Fees and Approved Expenses incurred up to the date of the invoice if the Project has been active for over 30 days and has stalled, been placed on hold or delayed by you.
(c) If the Fees do not exceed $1,000 + GST, or if the Fees are not specified (in a Purchase Order, Quote or otherwise), we may issue an invoice for the Fees and Additional Costs either at completion of the Project or as “Work in Progress ” at the end of each calendar month at our discretion.

15. GST
(a) Unless we expressly state otherwise, the Fees and Additional Costs do not include GST.
(b) If at any time we decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.
(c) we reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

16. Duration of agreement and its termination
(a) Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Project has been achieved, unless it is terminated earlier under this clause 16.
(b) A party may terminate this agreement by notice in writing to the other party if:The other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within [14] days after receiving notice from the other Party to do so;The other party commits a material breach of this agreement that is not capable of remedy (including a breach of clause 11 or clause 12); or The other Party becomes Insolvent.
(c) We may terminate this agreement if:You do not provide any information or materials requested within a reasonable time after being asked to do so; or We consider that mutual confidence and trust no longer exist.(d) Upon termination of this agreement under paragraph (b) or (c):Our obligation to carry out the Project ceases;Each party’s rights and obligations accrued prior to termination are not affected;The licence granted in clause 11(b) ceases; and Each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record keeping obligations; and Except as provided in this paragraph (d), clauses 3(c), 3(d), 10, 11, 12, 17 and 18 will continue.

17. General
(a) Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.
(b) This agreement does not create a relationship of employment, agency or partnership between the parties.
(c) We may subcontract our obligations under this agreement.
(d) The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.
(e) If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.
(f) We may change this agreement from time to time, by notifying you of the changed terms and conditions. The new terms will apply to any Project that commences after the date that we notify you of the changed terms and conditions. Your engagement of our services after that date signifies your acceptance of the amended agreement.

18. Interpretations and Definitions in this agreement
Please refer to the interpretations and definitions in the MASTER and WEBSITE TERMS AND CONDITIONS