TERMS AND CONDITIONS OF TRADE
1.1 Wide Open Media Pty Ltd ABN 47114532713
1.2 The Client the person and/or company or organisation nominated as the recipient of any proposal, estimate or Quote prepared by Wide Open Media.
1.3 A Quote includes; an outline of the work required in order to fulfil The Client’s instructions and the supply of any Goods arising from those instructions, an estimate of the fees and cost of bought-in services for the performance of such work. Quotes are valid for a period of 30 days from day of issue.
1.4 Goods means the final goods produced by Wide Open Media by completing the Order.
1.5 Order will be as a letter of agreement between the Client and Wide Open Media concerning the work outlined in this Quote. A scanned copy of a Wide Open Media quotation signed as approved by The Client will serve as an interim Order. An email response noting the quotation or estimate number, the date and approval to proceed by The Client will serve as an interim Order.
2 APPLICATION OF TERMS AND CONDITIONS
2.1 These Terms and Conditions form part of any contract between The Client and Wide Open Media for the supply of goods and/or services by Wide Open Media to The Client.
3.1 The contents of the Quote and any attachments in the form of design roughs, mock-ups or samples have been supplied in confidence. The Client agrees not to disclose this information, with exception of specifications originally supplied by The Client, to any competing design firm, agency or production company.
4 COMMENCEMENT OF WORK
4.1 The Client agrees to provide written approval by means of an Order (para 1.5) before any work is commenced.
5 FEES FOR SERVICE
5.1 It is agreed that the fees listed within the Quote refer only to the work outlined within the Quote. These fees do not cover excess work or alterations.
6 EXCESS WORK AND ALTERATIONS
6.1 Any work requested by The Client involving additions to the list in the Quote is defined as excess work. Once the work or a portion of the work has been accepted (by being signed off by an authorised representative of The Client), changes requested by The Client are classified as alterations. Excess work and alterations will be carried out by Wide Open Media only when requested in writing by The Client.
7 BOUGHT-IN SERVICES
7.1 All bought-in services will be billed to The Client. ‘Bought-in services’ are any service not performed by Wide Open Media but required in the production of the work in the Quote (e.g. commissioned photography, video and sound recording, illustration, copywriting, printing, couriers, coding).
8.1 In addition to any fees for service The Client agrees to supply, at no cost, up to 12 printed samples of printed Goods produced by Wide Open Media for The Client.
9.1 The Client agrees to pay the total invoiced amount within 14 days of issue of an invoice.
9.2 For invoiced amounts not paid with 30 days of date of issue Wide Open Media may charge interest at a rate equal to the aggregate of 1% and the National Australia Bank Overdraft Rate (also called the Business Mortgage fixed rate).
9.3 If the period of the contract exceeds four calendar weeks in duration, The Client agrees to payment by calendar monthly invoices based on the work done to date.
9.4 Should The Client wish to dispute the content of an invoice, notice must be sent within 14 days of the date of issue of the invoice in writing or by email to Wide Open Media. Otherwise Wide Open Media will deem the invoice to have been accepted as correct by The Client.
9.5 Should The Client require additional time to pay an invoice, notice must be sent within 30 days of the date of issue of the invoice in writing or by email to Wide Open Media. Mutually agreed terms may then be negotiated and confirmed in writing.
10 FAILURE TO PAY
10.1 The Client must pay to Wide Open Media any costs, expenses or losses incurred as a result of The Client’s failure to pay the full amount of any outstanding invoice that is not in dispute (para 9.4), including but not exclusive to debt collection and legal costs.
10.2 Wide Open Media will deem that The Client has failed to pay when the full amount of an invoice is not paid within 120 days from the date of issue of the invoice.
10.3 Failure to pay annual invoiced (renewal) fees for website hosting will result in access to The Client’s website and/or sub-sites being blocked.
10.4 Failure to pay for renewal of domain name registration will result in loss of access to that domain name and potential permanent loss of availability of that domain name to The Client.
11 GOODS AND SERVICES TAX
11.1 The Client is liable to pay to Wide Open Media all appropriate GST liabilities that arise as a result of the work outlined in the accepted Quote and also for any excess work and/or alterations requested subsequently by The Client.
12.1 Wide Open Media shall retain copyright to any original work created by Wide Open Media.
13 OUTRIGHT PURCHASE OF COPYRIGHT
13.1 It is agreed that transfer of copyright by outright purchase shall be formalised in writing only. Outright purchase does not entitle The Client to alter the work produced in any way.
14 REPRODUCTION, RE-USE & EXTENDED USE OF ARTWORK
14.1 It is agreed the work in this Quote is governed by one time usage rights only. Re-printings of identical artwork and production specifications are included in this one-time use.
14.2 It is agreed that other reproduction rights and relevant fees shall be negotiated between The Client and Wide Open Media should the need arise.
14.3 Where Wide Open Media retains the copyright to work outlined in this Quote and The Client wishes to re-use or extend the use of this work, or a portion of this work, The Client agrees to contact Wide Open Media to arrange for this additional work to be done or to negotiate a mutually acceptable license fee payable to Wide Open Media.
15 INTERIM ARTWORK AND WORKING FILES
15.1 Any interim artwork required for the production of the Goods as outlined in the Quote produced as a digital file (including, but not limited to, the digital file formats .psd, .tif, .eps, .bmp, .gif, .ai, .swf, .js, .rtf, .fla, files created in any page layout, image editing and/or creation, interactive media software programs and any other such program that may be required in the creation of the original work), on paper, computer disk or any medium whatsoever, shall remain the sole property of Wide Open Media unless negotiated in writing otherwise.
16 AMENDMENTS TO THESE TERMS AND CONDITIONS
16.1 All and any amendments to the terms and conditions outlined in this Quote must be provided in writing by The Client and signed by an authorised representative of Wide Open Media before the commencement of the work in this Quote.
17 TERMINATION PRIOR TO COMPLETION
17.1 The Client or Wide Open Media or both may request that the contract be terminated at any stage. The contract will terminate on payment of a mutually agreed figure for the work completed to the date of the request for termination.
18.1 It is agreed that Wide Open Media shall only be liable for the correction of any errors made by Wide Open Media during the production of the work outlined in this Quote. It is agreed that ultimate responsibility for proofing of the work outlined in this Quote rests with The Client. In the event of a dispute, Wide Open Media will not be liable for more than the cost of the work outlined in this Quote.
19 FORCE MAJEURE
19.1 Wide Open Media will have no liability to The Client in relation to any loss, damage or expense caused by Wide Open Media’s failure to complete the Order or to deliver the Goods as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lockout, breakdown, war, the inability of Wide Open Media’s normal suppliers to supply necessary materials or any other matter beyond the control of Wide Open Media.