Business Operations
Although we try to accommodate all clients in relation to payment but please read the terms and conditions laid out within this web page. The Factory Graphic Design Studio is a small to medium organisation that still currently reliant on cash flow and without this cash flow we will not be able to continue providing Client with high quality and efficient service and products. It is important that Client adhere to the conditions agree to within.

1. General Clause
   These conditions, which are construed under Australian Law, are applicable to The Factory Graphic Design Studio (The Company) and should be read in conjunction with other documents and/or the correspondence comprising our offer when relevant.
   1. The Contract for all forms of graphic design, print management and web based services (Supply / Supplies) are to be based on the conditions herein or detailed in the contractual estimate/quotation(s).
      If any of these terms and conditions (or part of them) is void or unenforceable, it is taken to be removed and no longer forms part of the Agreement. The Terms and Conditions state below remain in full force and effect.
   2. The Company may require a personal guarantee from the Director of a company in cases where files/artwork is required before payment.
   3. These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. The Company reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
   4. Changes to initial brief.
      If The Company feels that any item requested by the Client does not fit within the initial brief, the Client will be notified immediately. The additional Supplies will then be either quoted separately, or charged as an extra, at full hourly rates (See 8. Rates Clause).
   5. Corrections and modifications.
      Once a site has been approved and signed off, all additional corrections and modifications to the site will be charged as extras at full hourly rates (See 8. Rates Clause).
   6. Acceptance of Quotation and Terms and Conditions.
      The placement of an order for Supplies offered by The Company and validated by the customer's signature on the estimate or relevant quotation forms.
      If any of these terms and conditions (or part of them) is void or unenforceable, it is taken to be removed and no longer forms part of the Agreement between us. The remaining terms and conditions remain in full force and effect.
   7. Client will be invoiced as agreed in Purchase Order and/or Sales Agreement. All accounts are payable before delivery of final artwork or uploading of final files to live sites.
   8. Client must pay all charges as set out in the Purchase Order and/or Sales Agreement. As prices quoted on The Company material may change at any time without notice, please check the price on Purchase
   9. Order and/or Sales Agreement before confirmation. Cost estimates are only valid for a period of 30 days.

 

2. Changes to Initial Brief Clause
   If The Company sees that any item requested by the client does not fit within the initial brief or sale agreement, the client will be notified immediately. The Supply will then be either quoted separately, or charged as an extra, at full hourly rates.

 

3. Corrections and Modifications Clause
   1. Once a site has been approved and signed off, all additional corrections and modifications to the site will be charged as extras at full hourly rates.

 

4. Costs Clause

 

5. Payment Clause
   1. The Company payment of fees will be made as follow;
      1. 50% is due upon commencement of project
      2. 25% is due after 3 (maximum) changes have been complete and
      3. 25% is due on the day of Sign Off or Live Date.
   2. Any account not paid within the time specified on the invoice will be liable for interest at the rate of 16% per annum and such interest will be added to the account (capitalised) at the end of each month and form part of the principal debt.
   3. Any account outstanding for more than sixty (60) days Client(s) are liable to meet in full the sellers debt recovery, legal costs and/or commissions and internal accounting charges (recovery fees), travel, travel expenses, and such recovery fees will be added to the buyers account and form part of the principal debt.
   4. Client must final The Company's charges without any set off, counter claim or deduction unless same is agreed in writing.
   5. No final artwork or files will be delivered until final invoices are paid in full. Payment by cheque will entail waiting for clearance before supply of files.
   6. Delivery being :
      1. Supply of final artwork digital files to printer
      2. on disk
      3. via email
      4. uploaded to nominated ISP.
      5. Construction files remain the property of The Company unless arranged otherwise.

 

6. Payment Methods Clause
   1. Direct Deposit [Preferred]
      1. Acc Name: The Factory Graphic Design Studio
      2. BSB: 062624
      3. Account Number: 10425941
   2. Cheque
      1. The Factory Graphic Design Studio
      2. Address: 20 Lyndon Street, Corrimal NSW 2518 Australia

 

7. Rates Clause
   1. Any rates quoted, or standard schedules included, relate to works within Australia unless specifically stated to the contrary.
   2. Changes to any Supplies completed (Authors's corrections) or part completed requested by the client or any other part beyond our control, will be charged to the Client on a time basis at a rate of $150 (One hundred dollars Australian) per hour + gst.
   3. Unless specifically stated, all prices are exclusive of GST (Goods and Services Tax).

 

8. Contingency Clause
   1. Where the Client intends to use any Supplies or information provided by The Company, or any Supplies and information becomes involved in litigation then the Client will both advise The Company in writing and seek the approval prior to using the report. The Company reserves the right to refuse to provide documents for use in litigation.
   2. Unless specifically stated, our price does not include for any costs or services which may be required from other Consultants, should other Consultants be required the client shall bear the net costs of such.
   3. The Company reserves the right to prioritize early paying clients and to charge urgency fees for fast turnaround. (VIP status)
   4. Agreed Costing is conditional on supplying data required for a Website Stage/Artwork Content or stated and agree in the sales agreement or purchase order. Completion of deadline agreed within 10 working days of confirmation of Order or date set in the sales agreement or purchase order. The Company reserves the right to revise costings if that condition is not met in line charges may apply unless written agreement was impose.
   5. Other services such as printing, display panel production, film work, website uploading, publishing etc either contracted on the clients behalf constitute a separate project and can be treated as a separate charge.

 

9. Limitation of Liability Clause
   1. Under no circumstances shall The Company be liable to the Client for an indirect or consequential loss suffered by the Client relying on the information included in the Supplies prepared by The Company including (without limitation) loss of profit, loss of Contracts or pure economic loss. Any liability is strictly limited to the direct losses associated with remedial costs of the Supplies only, not to include claims for delays, out of sequence working, non productive overtime, award of costs, etc. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.
   2. The total liability of The Company is to the Client only whether as to specie, quantum or duration of liability, no other obligations are to be implied into the Contract, whether as to the giving of bonds, warranties, or guarantees unless expressly detailed therein. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.
   3. The Company will use all reasonable endeavor to meet quoted completion dates. Time is of the essence in the Contract. The Company will make everything possible to comply but not be liable in cases of late reporting, however, caused, nor shall lateness be deemed to be a breach of Contract or an act of negligence.
   4. All terms conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by The Company not contained in the Agreement are excluded and The Company will not accept liability for any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly with respect to the service.
   5. Where any applicable legislation implies any term, condition or warranty into the Agreement or in respect of The Company relationship with Client, or otherwise gives Client a particular remedy against The Company and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy will be deemed to be included in the Agreement or as the case may require apply to the relationship between The Company and Client. However, The Company’s liability for any such breach of such implied term, condition or warranty or under such remedy, will be limited, at he Company's option, in any one or more of the ways permitted in that legislation, including, where so permitted if the breach relates to Services the supplying of those services again or the payment of the cost of having those Services supplied again.
   6. The Company will make imply all efforts to make web development bug and error free. Client must acknowledge that web sites cannot be guaranteed to be 100% error free in construction and acknowledge that the existence of errors falling short of a complete failure of consideration in the site shall not constitute a reason to terminate this agreement.
   7. Client will remain liable for all fees during any period when Services have been discontinued or suspended due to a failure on Client’s part to comply with these terms and conditions

 

10. Suspension of Services Clause
    1. The Company reserves the right to suspend services in any case where Client failed to perform the obligations under this agreement. If payment for services is not received within the terms of payment stipulated by The Company websites may be taken down until payment is confirmed and completed.
    2. The Company may from time to time and without notice or liability to Client suspend any of the services if the reason for doing same is an event beyond the reasonable control of The Company.

 

11. Termination of Services Clause
    1. The Company may discontinue services if an amount payable to The Company is overdue or take down a website permanently in any case where an amount payable is overdue by more than 7 days. In any such event, Client remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties.

 

12. Design Contents Clause
    1. Client will be solely responsible for the content of ‘Project(s)’ undertakings. The Company is not responsible for proofreading any content unless specifically agreed.
    2. The Company makes no representations to The Company concerning the content or functionality of Client’s ‘Project(s)’ undertaking. It is Clients responsibility to ensure that it meets Clients requirements.
    3. If Client provide The Company with goods, material, photographs, film, data or information to be used in any or all form, The Company hereby warrant that these do not infringe the rights of third parties and indemnify The Company against any action taken against The Company by any such third party.
    4. Without limiting the generality of the foregoing, The Company agree not to infringe the copyright trademark, privacy or personal or proprietary rights of third parties, supply libelous, abusive, obscene material or disparage the products or services of any third party.
    5. The Company can source a range of (watermarked demo or there alike) stock images for the clients. These stock images must be purchased prior to use on the final site and will be in addition to the original quoted price, unless otherwise stated.
    6. The Company for its part hereby undertakes not to knowingly infringe the rights of third parties in activities conducted on Clients behalf.
    7. The Company are solely responsible for dealing with persons who access Clients data and/or ‘Project(s)’ and warrant that The Company will not refer complaints or inquiries in relation to such data to us.
    8. All content should be delivered in one package, containing all images, text, captions, etc together with clear instructions on where the content is to be placed.

 

13. Licenses Clause
    1. All Supplies created for the Client by The Company are assigned a license of use. This license of use cannot be transferred to another 3rd party unless otherwise separately stated by The Company.
    2. Any design, copywriting, drawing, idea or code created for the customer by The Company, or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of The Company and any of its relevant sub-contractors.
    3. All design work- where there is a risk that the client with the appropriate authorities should register another party make a claim, prior to publishing or first use or searches and legal advice sought as to its use. The Company will not be held responsible for any damages resulting from such claims. The Company is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold The Company responsible for any such loss or damage. Any claim against The Company shall be limited to the relevant fee(s) paid by the Client.

 

14. Data Formats Clause
    1. The client agrees to The Company's definition of acceptable means of supplying data to the company.
    2. Text is to be supplied to The Company in electronic format as standard text (.txt), MS Word (.doc) on floppy disc, or CD-ROM, or via e-mail.
    3. Images that are supplied in an electronic format are to be provided in a format as prescribed by The Company via floppy disc, CD-ROM, e-mail, DVD and Flash Disc. Images must be of a quality, 300 Dots Per Inch (dpi) for Print media, minimum of 72 dpi for web, suitable for use without any subsequent image processing, and The Company will not be held responsible for any image quality that the client later deems to be unacceptable. The Company cannot be held responsible for the quality of any images that the client wishes to be scanned from printed materials.
    4. Additional expenses may incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services.
    5. Design Project Duration, an indication given by The Company of a design project's duration is to be considered by the Client to be estimation. The Company cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that The Company receives cleared funds for the initial payment or by date confirmed in writing by The Company.

 

15. Web Medium Clause
    1. The Company will develop Clients on the Company demo server. The Client must check design, functionality and content. The site will remain at this location until the client has approved, signed off and paid for the site.
    2. Once web design is complete, The Company will provide the customer with the opportunity to review the resulting work. The Company will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to The Company.
    3. The Company will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.
    4. Domain Registration
       The Company cannot guarantee the availability of any domain name. Where The Company is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration
    5. Search Engine Ranking
       Due to the infinite number of considerations that search engines use when determining a site's ranking, The Company cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added.
    6. Hosting
       If the Client wishes to organise web hosting arrangements internally, final exported sites will be uploaded to the Clients preferred host company or supplied on disk to Clients hosting company at the cost set out in the Fee Schedule section on our web page. Construction files of the site can be supplied on request at the Fees set out in the Fee Schedule.
       ii. Please note that The Company accepts no responsibility for delays or down time, breakdowns or data loss caused by Internet Service Providers (ISPs)
    7. Technical Support and Maintenance
       Technical assistance via telephone or email will be offered Extensive queries taking more than 15 minutes to deal with or site maintenance will be charged at hourly rates. See particulars of hourly rates in our Fee Schedule.
    8. Permission Access
       1. The Client agrees to allow The Company all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.
       2. The Client also agrees to allow The Company access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
       3. The Client agrees to supply The Company with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

 

16. Print Media Clause
    1. With all printing there may be some colour variations from what The Company have seen on screen, to what the final product looks like, and previous orders. This is due to the nature of CMYK printing and bulk-run printing system. There will be no reprints at our expense.

 

17. Returns Clause
    1. Any claims in respect of Supplies must be made within seven (7) days of delivery of the goods and in this respect time shall be of the essence. No returns will be accepted unless authorised by The Company in its sole discretion (conditionally or otherwise) in advance.

 

18. Dispute Resolution Clause
    1. The parties agree that if any dispute should arise under this agreement, attempts in good faith by both parties will be made to resolve the matter fairly before resorting to court procedures. In doing so, each party agrees to use its best endeavours to:
       1. Clearly communicate in writing the background facts leading to or causing the dispute
       2. Set out clearly what action is required to settle the dispute
       3. Select a way of resolving the dispute and explain why that way of resolving the dispute can be said to be a fair resolution
       4. Discuss specific means of avoiding such disputes in the future
    2. Attempts to resolve the dispute must follow the following procedure:
       1. The person complaining shall set out in writing the background, the issues and the outcome desired.
       2. The person to whom the complaint is addressed will reply in writing within 10 business days to each issue in dispute setting out its perspective on the issue and the outcome desired.
       3. If the dispute is not resolved in accordance with this exchange of written issues and outcomes, then the complainant will raise the matter with a neutral professional adviser or Alternative Dispute Resolution (ADR) provider listed in a relevant publication of the Department of Workplace Relations and Small Business or similar government department within 10 business days.
       4. If the dispute is not resolved in accordance with such reference, the matter shall be referred to a single agreed arbitrator within 10 business days; whose decision shall be final.
       5. In the case of disagreement on the appointment of a single arbitrator, then the parties shall be entitled to nominate one independent arbitrator with 7 days of disagreement and a coin will be tossed by an independent person to decide which will act as arbitrator of the dispute.
       6. Action taken to settle the dispute at each stage must be undertaken promptly and the parties shall equally share the costs associated with the this dispute settlement procedure.

 

19. Design Credits Clause
    1. The customer agrees to allow The Company to place a small credit on printed material exhibition displays, advertisements and/or a link to The Company's own website on the customer's website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
    2. The customer also agrees to allow The Company to place websites, other designs and along with a link to the client's site on The Company's own website for demonstration purposes and to use any designs in its own publicity.

 

20. Rights of Refusal Clause
    1. The Company will not include in its designs, any text, images or other data, which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. The Company also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that The Company does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow The Company to remove the contravention without hindrance, or penalty. The Company is to be held in no way responsible for any such data being included.

 

21. Intellectual Property Clause
    1. All creation files remain the property of The Company.
    2. The Company retains the Copyright in and the right to use all artwork created in advancing the profile of The Company and to be recognized for artwork created by The Company.
    3. The Company shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from the Clients Web Page unless specifically agreed otherwise. Further, The Company shall be free to use any ideas concepts know-how or techniques acquired in construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
    4. Title of any goods purchased does not pass at law until payment in full of the account to which the goods and services relate.
    5. The Company observes Privacy Laws and Guidelines relating to personal data.
    6. Reports, drafts and all other records provided by The Company are private and confidential between the Client and The Company and they may not be used or relied upon by any other party without the prior consent of The Company. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.
    7. Title in the Supplies together with all the information contained therein and all data generated under the Contract, between The Company and the Client, shall remain vested in The Company until the Client has discharged all its obligations under Sections 2 to 3 inclusive above, whereupon the benefit of the Supplies shall be used by the Client exclusively for the project on which the Supplies were originally required, payment in accordance with Clause 2. and 3. above does not discharge copyrights or intellectual property. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.
    8. Notwithstanding Condition 19.b. above, copyright and all intellectual property rights in the Supplies prepared by The Company for the Client, shall remain vested in The Company unless otherwise negotiated.

 

22. Disclaimer
    1. The Company makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies.
    2. The Company will not be held responsible for any and all damages resulting from products and/or services it supplies.
    3. The Company is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure.
    4. The customer agrees not to hold The Company responsible for any such loss or damage.
    5. Any claim against The Company shall be limited to the relevant fee(s) paid by the customer.
    6. The Company reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions.
    7. The Company will not knowingly perform any actions to contravene these and the client agrees to be so bound.

 

23. Definitions
    1. The Company
       The Factory Graphic Design Studio. Products and Services provider.
    2. Supply, Supplies
       Graphic Design Labour, All Web Services, All Hosting Services, All Print Media. Services that The Factory Graphic Design Studio provide.