Standard contract terms & conditions
ACN 603 143 326 | ABN 42 603 143 326
Updated 11 May 2021
The Client is of the opinion that Emroy Creative Group has the necessary experience and abilities to provide services to the Client.
Emroy Creative Group is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Emroy Creative Group (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
1. Services provided
- The Client hereby agrees to engage Emroy Creative Group to provide the Client with the following services (the “Services”):
- Creative Services
- The Services will also include any other tasks which the Parties may agree on. Emroy Creative Group hereby agrees to provide such Services to the Client.
2. Term of agreement
- The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement.
- The Term may be extended with the written consent of the Parties.
- The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
- Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).
- Quotes under $5,000 – invoiced in full before the commencement of the job. Payment is required upfront and prior to any work being completed.
- Quotes over $5,000 – deposit for 50% of the estimated final invoice is sent, payment required before work commences. Balance due before release of any goods or services.
- Trade Accounts – Customers that spent over $5,000 per month (yearly average) are eligible to apply for a trade account. All new customers must submit a credit application form and be approved prior to any trading terms being offered.
- Purchase orders – If purchase orders are required, this information must be provided at the time of quote acceptance. Please send all purchase orders via email to email@example.com.
- Additional identifying information may be added after an invoice is generated by emailing firstname.lastname@example.org.
6. Interest on late payments
- Interest may be payable on any overdue amounts under this Agreement is charged at a rate of 3.00% per month or at the maximum rate enforceable under applicable legislation, whichever is higher.
- Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- Emroy Creative Group agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law.
- The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.
- All written and oral information and material disclosed or provided by the Client to Emroy Creative Group under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Emroy Creative Group.
8. Ownership of intellectual property
- Moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is considered the final version produced under this Agreement, will be the sole property of the Client upon full payment of all associate invoices.
- Ownership of all non-final concepts and working files will remain the property of Emroy Creative Group. These can be purchased for an additional cost.
- The client may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of Emroy Creative Group. The Client will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
9. Return of property
- If required, the client must inform Emroy Creative group of the need to return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
10. Capacity / Independent Contractor
- In providing the Services under this Agreement it is expressly agreed that Emroy Creative Group is acting as an independent contractor and not as an employee.
- Emroy Creative Group and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
11. Right of substitution
- Except as otherwise provided in this Agreement, the Contractor may, at the Emroy Creative Group’s absolute discretion, engage a third party subcontractor to perform some or all of the obligations of the Contractor under this Agreement.
- In the event that the Contractor hires a subcontractor: Emroy Creative Group will pay the subcontractor for its services and the Compensation will remain payable by the Client to Emroy Creative Group.
- For the purposes of the indemnification clause of this Agreement, the subcontractor is an agent of Emroy Creative Group.
- Except as otherwise provided in this Agreement, Emroy Creative Group will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement.
- Emroy Creative Group will work autonomously and not at the direction of the Client.
- However, Emroy Creative Group will be responsive to the reasonable needs and concerns of the Client.
- Except as otherwise provided in this Agreement, Emroy Creative Group will provide at the Emroy Creative Group’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
14. No exclusivity
- The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
- All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
- Emroy Creative Group
- Suites 2-5/838 Old Princes Highway
- Or to such other addresses as either Party may from time to time notify the other.
- Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.
- This indemnification will survive the termination of this Agreement.
17. Modification of agreement
- Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
18. Time of the essence
- Time is of the essence in this Agreement.
- No extension or variation of this Agreement will operate as a waiver of this provision.
- Emroy Creative Group will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
20. Entire agreement
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
- This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
- Words in the singular mean and include the plural and vice versa.
- Words in the masculine mean and include the feminine and vice versa.
24. Governing Law
- This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales.
- In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
- The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.