Terms & Conditions of Trading
113 Communications Pty Ltd trading as Artifact Design Group (“Artifact”)
Prices are subject to variation depending on availability of all materials required at the time of production and any other factors beyond Artifact’s control. Any variations in price shall be borne by the client. All outside expenses including, but not limited to, photography, illustration, copywriting, printing, mileage, photocopies and color outputs will be billed with a surcharge of 20% of vendor costs. The surcharge will not be applied to deliveries and postage.
Quotations supplied are based on current costs of production. Prices quoted will remain unchanged for a period of thirty (30) days. The price/s may be varied if the quotation is not accepted within this period.
Quotations are based on the brief provided by the client and are subject to sighting copy, material, specifications and other pertinent details provided by the client. Where exact specifications are not available at the time of estimating, the prices given are only estimates. Where final specifications vary from those on which the estimate was based the prices may be subject to revision.
Quotations do not include any out-of-pocket or other expenses specifically incurred by Artifact to carry out the client’s brief.
3. Commencement of Work
Work will proceed only after receipt of a signed, accepted cost estimate, a signed or otherwise official purchase order, or an e-mail or other written communication authorising such commencement. Artifact will not, under any circumstances, produce designs or other work on a speculative basis. All work carried out whether experimentally or otherwise at a client’s request may be charged to the client.
Artifact shall be entitled to charge the amount of any tax, imposed duty or other charge imposed by any statutory or government authority payable whether or not included in the quotation.
Proofs of all work may be submitted for the client’s approval.
The proof must be returned to Artifact if it is required to proceed with the order. This proof must be marked “OK” or “OK with corrections” or similar, the date the proof was checked, and the signature of the person checking the proof.
Artifact shall not incur any liability for any errors not corrected by the client in proofs so submitted and the client hereby agrees to indemnify Artifact against all costs, damage, expenses and other liability whatsoever arising from the error not being corrected (including the cost of correction and reprinting).
Client’s corrections, alterations and additions and additional proofs necessitated thereby shall be charged as additional. When style, type and/or layout is left to Artifact’s judgement, changes thereto made by the client shall be charged as additional.
6. Client’s corrections
All extra work caused by the client’s corrections, alterations and/or additions, including resetting and/or redesigning shall be charged as additional.
7. Type and other material
Unless otherwise agreed, the client shall bear the cost of artwork, fonts and proofs specifically undertaken, produced or purchased at the client’s request or required for the client’s work.
In the event the client cancels this agreement prior to the completion of the project, within five (5) business days of such cancellation, Client shall pay (a) Artifact for all work performed by Artifact up to the date of termination, (b) for all contracted for outside expenses and commitments that have been incurred and cannot be cancelled and (c) a cancellation fee equal to 15% of the remaining fees that would otherwise have been paid to Artifact if the agreement were to have been fully performed.
- Upon delivery of and complete payment for the completed work, ownership of the work shall pass to the client. Notwithstanding any payment for the work undertaken, intellectual property shall at all times remain with Artifact.
- When goods/completed work have been provided to the client, the client shall be deemed to have accepted the completed work if, within seven (7) days of delivery (or such other period as Artifact may stipulate from time to time), the client fails to notify Artifact in writing that the goods/completed work have been rejected.
- Should expedited delivery be agreed, reasonable efforts will be made by Artifact to secure freedom from defects but Artifact shall not be liable for defects or deterioration in quality caused as a result of the requirement for such early or rushed delivery nor any other consequences of the defects or deterioration. An additional charge may be made to cover any overtime and any other additional costs incurred as a result of the requirement for such early or rushed delivery.
- Reasonable endeavours will be made to deliver the correct quantity required but all estimates and/or orders are subject to a margin of 10%, irrespective of number of colours, being allowed for surplus or shortages. Such surplus shall be charged for and shortages deducted from the final cost to the client.
- Prices quoted usually include delivery to the client’s premises. Artifact reserves the right to charge freight on select items and/or for deliveries to non-Melbourne metropolitan areas.
- Claims against Artifact for defective work shall be made in writing within seven (7) days (or such period as Artifact may stipulate from time to time) of receipt of the completed work by the client. Claims by the client as to non-delivery shall be made in writing within 28 days (or such period as Artifact may stipulate from time to time) after despatch of the goods.
Unless otherwise agreed, Artifact will submit an invoice for 30% of the estimated total of each project at the commencement of the project. The balance will be invoiced upon completion of the project, or progressively during the term of the project should that term exceed 30 days, or upon earlier notification to the client that the work has been completed.
In exceptional circumstances, which Artifact will advise in advance, payment in full may be required on delivery (COD).
- Payment in full for each invoice is due strictly net 30 days from the date of the invoice. Unless otherwise agreed and stated in writing by Artifact, no discount will be allowed. Unless otherwise stated in writing by Artifact, interest at a rate of 24% per annum will be charged and will be payable on overdue accounts, calculated from the earlier of the date of the invoice or the date that Artifact advises the client that the work is completed.
- The client shall, if required by Artifact, pay upon the lodging of the order, a security deposit for work to be done. Payment shall be deemed to have been made, if cash is tendered, on the date it is tendered or, if a direct deposit or cheque (bank or otherwise) is tendered, on the date upon which such direct deposit or cheque is cleared by Artifact’s bankers.
12. Suitability of goods or work
- Save as may be provided otherwise in the legislation referred to in Clause 21 and to the extent that such provision cannot lawfully be excluded, restricted or modified by agreement, no warranty shall be given that the goods sold are or work done is suitable in size, shape, capacity, quality, safety or otherwise for the purpose for which goods are bought or work is done. Artifact shall not be liable for any damage resulting from the unsuitability of the goods or the work for any purpose for which the same may be used.
- Liability for breach of a condition or warranty implied into this Agreement by the Trade Practices Act, 1974 other than a condition implied by Section 65 is limited to any one of the following as determined by Artifact:
- the replacement of the completed works or the supply of equivalent work, or
- the repair of the completed work, or
- the payment of the cost of replacing the completed work or of acquiring equivalent work, or
- the payment of the cost of having the work repaired.
- Pursuant to Section 66A of the Trade Practices Act, 1974 this Clause 12 applies in respect of any of the work supplied under this Agreement which is not of a kind ordinarily acquired for personal, domestic or household use or consumption, provided that this Clause will not apply if the client establishes that reliance on it would not be fair and reasonable.
- Artifact shall not be liable for any costs loss or damage whatsoever whether direct or indirect to the client arising from third-party claims occasioned by errors in carrying out the work or delay in delivery.
- No warranty, other than statutory warranties, is given by Artifact or responsibility accepted by Artifact to ensure that goods produced comply with the requirements of any legislation relating to the marking and/or labelling and/or packaging of goods. Compliance with the requirements of such legislation is the sole responsibility of the client.
- Save as may be otherwise provided in the legislation referred to in Clause 21 and to the extent that such legislation cannot lawfully be excluded, restricted or modified by agreement it is hereby agreed by the parties hereto that Artifact shall not be liable in tort or contract or otherwise for any loss or damage to or misdelivery or misappropriation of any goods or works at any time for any reason whatsoever including, but without limiting the generality of the foregoing, the negligence or breach of agreement or wilful act or default of Artifact or its servants or agents or of any other person and whether or not such loss of or damage to or misdelivery or misappropriation of the goods or works occurs in the course of performance of this Agreement by or on behalf of Artifact or in circumstances which are foreseeable by Artifact or client or either of them or in circumstances which could constitute a fundamental breach of this Agreement or a breach of a fundamental term thereof.
- Artifact shall not be liable for colour variations which may occur due to limitations in the printing process.
- Artifact shall not be liable for any defects in printed or other material produced by a client’s own third-party supplier.
14. Force majeure
Operation of this Agreement and deliveries may be suspended by Artifact in the event of any strike, lockout, trade dispute, fire, storm, tempest, breakdown, riot, theft, crime, civil disturbance, war, legislation, force majeure, the inability of Artifact to procure necessary materials or articles or any other occurrence preventing or retarding performance of this agreement or delivery of work and no responsibility shall be attached to Artifact for any delay, default, loss or damage due to any of the above causes or to any other cause beyond the control of Artifact.
Acceptance of Artifact’s quotation shall be an acceptance of these terms and conditions, notwithstanding any inconsistencies which may be introduced by terms and conditions contained in the client’s order unless otherwise expressly agreed by Artifact in writing.
16. General lien
Artifact shall, in respect of all unpaid debts due from the client, have a general lien on all work and property in Artifact’s hands and shall be entitled on the expiration of 14 days’ notice of default (or other such period as Artifact may stipulate) to the client dispose of such work or property as Artifact deems fit and to apply the proceeds towards such debts.
If Artifact agrees in respect of any particular transaction either expressly or by implication to waive any or more of these terms and conditions, such agreement shall in no way release the client from any other obligation or requirement implied or set out herein nor constitute a general waiver under this Agreement nor any other agreement, past, present or future.
18. Standing material
At the decision of Artifact, all type, cutting formes and other surfaces and/or electronic storage devices (CDs, DVDs, drives) etc may be cleaned and/or broken up and/or destroyed immediately after the client is advised of the completion of the work unless otherwise agreed by Artifact in writing. All matter kept standing by Artifact at the request of the client shall remain the absolute property of Artifact. If at the request of the client Artifact agrees to keep matter standing, an additional charge may be made for storage, maintenance and any other necessary attention including all losses and damage whatsoever arising from or occurring as a result of such work being kept standing.
19. Client’s property and material supplied by client
- Client’s property help by Artifact and all property and material supplied to Artifact by or on behalf of the client (including goods and transit and work kept standing) will be held at the client’s risk, and Artifact accepts no liability whatsoever for loss or spoilage of or damage to such property or material unless otherwise agreed by Artifact in writing.
- Unless otherwise agreed in writing by Artifact, Artifact accepts no responsibility for the insurance of such property or material and in the event of Artifact’s agreement in writing to insure such property or material, the cost of insurance premiums shall be charged to the client.
- Where the client supplies materials, adequate quantities as specified by Artifact shall be supplied to cover spoilage and Artifact accepts no responsibility whatsoever arising from work not satisfactorily being completed due to inappropriate, insufficient, incorrect or faulty materials being supplied. Sheets and other materials shall not be counted or checked when received unless requested by the client in writing. An additional charge may be made by Artifact in respect of any such counting or checking requested by the client.
- In the case of property or materials left with Artifact for 12 months or more without specific instructions, the property and materials shall belong to Artifact to deal with as it in its absolute discretion decides.
- When material, property or equipment are supplied by the client, Artifact accepts no responsibility for imperfect work caused by defects in or unsuitability of such materials or equipment.
- An additional charge may be made by Artifact for handling or storing property, materials or equipment, supplied by or on behalf of the client.
- Artifact accepts no responsibility whatsoever for the quality of work produced by Artifact when using electronic files, plates etc supplied by the client.
- Any change or correction to any artwork supplied by the client, necessary in the opinion of Artifact to ensure properly finished work, shall be paid for by, and made at the risk of, the client.
- The client will hold Artifact harmless in the event that the client has not received permission to use copyright material or materials belonging to any person or organisation other than the client (or not permitted to use according to any State or Federal law or regulation or rule thereunder) which have been supplied by the client to Artifact.
20. Ownership and usage rights
The rights to be granted by Artifact under this Agreement will be transferred to Client once full payment for services is made by Client to Artifact. Upon receipt of full payment, the Client is hereby granted exclusive and unlimited usage and reproduction rights to the final designs prepared for Client as part of the Project. Except for the foregoing license, all right, title and interest to all designs and artwork (whether draft or final versions) remain with Artifact or its contractors or vendors, as applicable. This includes, but is not limited to, layouts, animations and designs created by Artifact or its contractors or vendors, computer disks containing such layouts, photography or illustration created by independent photographers or illustrators commissioned by Artifact, and photography or other images purchased by Artifact from a stock agency on the Client’s behalf. Artifact reserves the right to reproduce any and all designs created by Artifact in print and electronic media for Artifact’s promotional purposes for an unlimited period of time. Artifact has the right to retain, or if applicable, Client agrees to provide Artifact with, 25 printed samples of each tangible product produced as a result of the Project. In developing any brandmarks, Artifact will use reasonable commercial efforts, consistent with standards in the industry, to ensure that any such brandmarks are original. Artifact’s efforts shall not include a complete trademark clearance search. Should a higher level of assurance be required by Client, the services of a trademark search firm and intellectual property attorney should be retained by Client.
21. Statutory rights and remedies
The terms and conditions herein must be read having regard to any Commonwealth or State legislation (to the extent that it may be applicable) and having nothing contained herein shall be read as purporting to exclude, restrict or modify, or have the effect of excluding, restricting or modifying, any conditions or warranties implied by such legislation (which conditions or warranties cannot lawfully be excluded, restricted or modified by agreement) or any right or remedy conferred thereby (which right or remedy cannot lawfully be excluded, restricted or modified by agreement). The invalidity of any clause or part of a clause shall not affect any other clause or other part of the clause.
The client hereby authorises Artifact, when Artifact considers it necessary, to pass the client’s work or any part or process thereof out to any other firm, company or person in which case the rights and liabilities of such firm, company or person shall be the same as those of Artifact under this agreement except that this clause shall be excluded.
23. Commissioning of work
Artifact assumes that, if a client commissions Artifact to proceed with an assignment, the client has read and accepted these Terms and Conditions.
Artifact Design Group, 10 Cherrington Court, Parkdale, Victoria 3195.
Phone: 9587 1681