Terms & Conditions
Liquidity Marketing and Communications Pty Ltd (A.B.N. 59 141 626 084)
In order to become a Client of Liquidity Marketing and Communications Pty Ltd (“Liquidity”) or a user of any of Liquidity’s services, you agree to the following terms and conditions. Your agreement to these terms will be indicated by: the execution of any contract; commencement or completion of any business activities; or use of any of Liquidity’s services, whichever occurs first
1.1. These terms and conditions shall govern the provision of design, marketing, website and any related services by Liquidity.
1.2. Please read these terms and conditions carefully. If you do not accept these terms and conditions without modification, you may not use Liquidity’s services. Liquidity may revise these terms and conditions at any time by updating this posting. If the terms and conditions are revised, the original terms accepted by the Client for a project will remain valid.
2. EXCLUSION & LIMITATION OF LIABILITY
2.1. To the full extent permitted by law, Liquidity hereby excludes all warranties not expressly set out herein except specifically set forth elsewhere in this agreement and gives no express or implied warranties including the warranties of merchantability or fitness for particular purpose, or arising from a course of dealing, usage, trade practice, with respect to any goods or services under or incidental to this agreement. No oral or written information or advice given by Liquidity, our resellers, agents, representatives or employees shall create a warranty or in any way increase scope of the express warranties hereby given, and you may not rely on any such information or advice.
2.2. Liquidity’s total aggregate liability to you for any claim in contract, negligence or otherwise arising out of or in connection to the provision of the Services shall be limited to the charges by you in respect of the Services which are the subject of any such claim.
2.3. In no event shall Liquidity be liable to you for any loss of business, profits or anticipated savings or for any other indirect consequential or economic loss whatsoever.
3. PROPERTY RIGHTS & OTHER CONSENTS
The Client is solely responsible for obtaining any and all necessary intellectual rights clearances and/or other consents and authorisations.
The Client agrees to indemnify and keep indemnified and hold Liquidity harmless against any claim brought against Liquidity by a third party resulting from the provision of services by Liquidity to the Client. This includes all losses, costs, actions, proceedings, damages, expenses (including reasonable legal costs) or liabilities, whatsoever suffered and howsoever incurred in consequence of the Client’s breach or non-observance of these terms.
If any clause of these terms and conditions is held to be invalid or unenforceable in whole or in part, the invalid or unenforceable shall be deemed to be omitted.
The benefit of this agreement may be assigned by Liquidity, but not by the Client. Liquidity may give notice to the Client in writing, and the Client’s failure to respond will be deemed acceptance. The Client may transfer this agreement provided that the Client gives Liquidity notice in the form Liquidity requires (setting out the details of the assignee) including payment of any transfer fee specified by Liquidity. No other transfer by the Client is permitted.
7. ENTIRE AGREEMENT
These terms and conditions constitute the entire agreement and supersede all prior agreements, understandings, representations whether oral or written. No oral explanation or information given by any party shall alter the interpretation of these terms and conditions. Except as provided above, no variation be made to the contract unless it is in writing and signed by representatives of the Client.
8. ENTIRE AGREEMENT, GOVERNING LAW
This agreement shall be governed by the laws in force in the State of Queensland. Both parties hereby submit to the exclusivity of the Courts of that State.
9.1 Expressions used in this clause and in the GST Act have the same meanings as when used in the GST Act.
9.2 Amounts payable and consideration provided under or in respect of this Agreement are GST exclusive.
9.3 The recipient of a taxable supply made under or in respect of this lease must pay to the supplier, at the time the consideration for the supply that is due, the GST payable in respect of the supply. This obligation extends to supply consisting of a party’s entry into this Agreement.
9.4 An amount payable by the Client in respect of a creditable acquisition by Liquidity from a third party must not exceed the sum of the value of Liquidity’s acquisition and the additional amount payable by the Client under this Clause on account of Liquidity’s liability for GST.
9.5 A party is not obliged to pay GST on a taxable supply to it under this Agreement until given a valid invoice for the supply.
10. PRICING & PROCEDURES
10.1 Prices are valid for 30 days from the date of the estimate or proposal. If work is not commenced within 30 days of acceptance, Liquidity reserves the right to re-negotiate the price.
10.2 In some instance, Liquidity may require that the Client pay up to a 50% deposit or full payment on completion or delivery of artwork or printed materials. In other cases, payment is due in 14 days from the date of invoice.
10.3 The Client agrees to provide written acceptance or email acceptance before any work is commenced.
10.4 All pricing supplied in estimates, proposals, quotes or any other communication from Liquidity or excludes GST.
10.5 If Liquidity feels that any item requested by the Client does not fit within the initial brief, the Client may be charged additional fees. The item will either be quoted separately or charged as an extra, at full hourly rates.
10.6 The placement of an order for design and/or any other services offered by Liquidity and validated by either the Client’s signature on the estimate or quotation form, or Client email or Client verbal acceptance (in the case of work with urgent timelines) constitute acceptance of the estimate or quotation and agreement to fully comply with all the Terms and Conditions.
10.7 In the event that any material necessary for the production of the project needs to be shipped to a third party (for example, for additional processing, typesetting, photographic work, colour separation, press work, or binding), Liquidity will incur no liability for losses incurred in transit or due to the delay of a third party.
10.8 The Client is responsible for any shipping/transport or insurance costs related to the work unless specified in writing.
10.9 Liquidity shall not incur a liability or penalty for delays in the completion of the work due to action or negligence of the Client, unusual transportation delays, unforseen illness or external forces beyond the control of Liquidity. If such event(s) occur, it shall entitle Liquidity to extend the completion\delivery date by the time equivalent to the period of such delay. Liquidity may from time to time and without notice or liability to you suspend any of the services if the reason for doing so is an event beyond the reasonable control of Liquidity.
10.10 Liquidity reserves the right to suspend services in any case where the Client fails to perform its obligations under this agreement.
10.11 All advertising of pricing is subject to change at any time without notice.
10.12 Additional charges may be added to an estimate for costs incurred for services or items required to complete a job for the Client. These may include edits, courier fees, proofing/printouts, artwork retrieval and the purchase of imagery and materials, or services supplied by third parties.
10.13 All prices quoted are, in the absence of specific written agreement to the contrary, estimates only. Liquidity estimates for design or related work are based upon projected working hours at the current rates, plus materials and are subject to amendments on or after acceptance to meet any rise or fall in such rates or material costs. Any increased charges of costs arising from alterations or additions to the contractual specifications or to work previously approved, required to complete the job, such as edits, courier fees, proofing/printouts, artwork retrieval and the purchase of imagery and materials, or services supplied by third parties may be charged to the Client.
10.14 Payment for services and products is accepted via electronic funds transfer (EFT), Cheque and credit card. Accepted credit cards are Visa and MasterCard. If payment is made via credit card an additional 2% charge will be added.
11.1 Liquidity will provide a tax invoice for all projects completed or in progressed for immediate payment as specified on the tax invoice. Clients may apply for a 14 day credit account, if application is approved the client will receive a 14 day period from the time of invoicing when payment is required to be paid.
11.2 A deposit of up to 50% may be required before design work can commence, with the remaining amount payable on completion.
11.3 When a project extends 14 days past the commencement date or when specific project milestones are reached, Liquidity reserves the right to issue the Client with a ‘progress payment’ invoice.
11.4 When a design is completed and requires print or manufacture to complete the project, an invoice is issued at the time it is sent to print/production. Delivery of the product will arrive prior to the 14 days allowed for payment.
11.5 Websites – Due to the segmented stages of website design and development, websites require a deposit of 50% followed by final
payment of 50% prior to go live.
11.6 Payment is always required within the time frame specified on the invoice. If payment is not received within the specified period,
Liquidity reserves the right to charge interest on the outstanding amount until the overdue account is paid in full.
11.7 For retainer contracts an invoice will be supplied at the beginning of every month, which will require payment within 14 days. If for some reason the client wishes to conclude the retainer agreement early they will be liable for the full amount of the remainder of the retainer contract, less a 10% discount and payment within 14 days of the agreement conclusion.
12. ARTWORK SPECIFICATIONS
12.1 When accepting artwork proofs, the Client is held fully responsible for accepting all content. This includes design, spelling, grammar and quality. It is the Client’s responsibility to request another copy if the proof is difficult to read or if changes are required. The Client’s final accepted proof is what will be printed. There will be no reprints at Liquidity’s expense.
12.2 Clients who send in their own artwork are fully responsible for the end result. Clients are reminded to submit print-ready artwork with the correct specifications. We will print whatever you submit, but take no responsibility for artwork mistakes or product quality. There will be no reprints at Liquidity’s expense.
12.3 It is the Client’s responsibility to ensure that any design that is submitted does not violate Australian law. Liquidity will assume the artwork or content the Client submits is legally the Client’s property and the Client indemnifies Liquidity accordingly.
12.4 If errors are noticed and if changes are required to your artwork, Liquidity will contact you to avoid possible printing problems occurring. An artwork fee will be charged for any changes required. There will be no reprints at Liquidity’s expense.
12.5 Laser proofs, digital proofs and screen proofs are not 100% accurate and variation may occur due to printing method, type of proof and the medium that the artwork is printed on. Liquidity attempts to minimise variations as best as possible and cannot be
held responsible for any deviation from the Client’s expectations as long as it is fit for the purpose. To ensure accuracy, Clients may
request a press check.
12.6 Should there be a change of direction or new concept that differs from the initial brief, additional fees will be payable according to time/materials involved. Liquidity will notify you of this and the additional quote/s will be provided.
12.7 Your artwork, photographs, images, websites and data will not be archived or stored unless specifically agreed in writing by Liquidity prior to the work commencing. Liquidity holds no responsibility for archiving artwork, photographs, images, websites and data and has no obligation to replace or provide any of these items after they have been completed and supplied for their single specific purpose as outlined in the approved estimate agreement.
13. INTELLECTUAL PROPERTY
13.1 Liquidity is the owner of all intellectual property including copyright in all artistic and literary works (including but not limited to logos, images, designs, photographs and website code – the “Works”) created by Liquidity or its agents.
13.2 The Works have been created for the Client for a specific purpose. Liquidity licences the Client to use the Works for the Client’s specific purpose only. The Works may not be used for any other purpose unless authorisation is given in writing from Liquidity. Liquidity does not authorise the perpetual use of the Works, nor any reproduction, selling or hire of the Works or any items or materials used in the Works supplied by third parties.
13.3 Liquidity retains the right to use the Works in any of its own marketing collateral.
13.4 Liquidity’s rights will not affect any pre-existing intellectual property rights of terms or materials used in the Works. For example, Liquidity may make use of external image libraries and text, images, materials and ideas supplied by the Client or a third party. If the Client provides any items or materials to Liquidity for use in the Works, the Client warrants that the use of the items or materials will not infringe the rights of any third party and indemnifies Liquidity for any loss or damage arising from any such infringement.
13.5 The sole exception to the above is logo design and supply. Logos developed and produced will remain the intellectual property of Liquidity until the logo is finalised and full payment for its creation has been received. On receipt of payment in full for the logo design, full intellectual property rights will be assigned to the Client. Liquidity reserves the right to use the logo in any of its marketing material and items.
14. TRADE MARKS
14.1 Any design work created by Liquidity over which the Client obtains ownership will not automatically be protected by a trade mark. This includes items such as Logos, Words, Names, Images, Branding, an aspect of shape, colour, sound or scent – or any combination of these.
14.2 It is the responsibility of the Client and/or owner to investigate the availability or possibility of registering the work as a trademark and also to undertake the process of registration.
15. SOLICITATION OF EMPLOYEES
Throughout the duration of any project and for a period of 24 months thereafter, the Client shall not solicit or endeavour to entice away an employee, agent or any sub-contractors, employees or agents of Liquidity with an offer of employment unless Liquidity has expressed permission in writing for that offer to take place.