Terms and Conditions
Terms of Business
This agreement applies to every contract for the sale of goods and services by Duo Create unless agreed otherwise in writing.
1. Scope of Services
(a) Duo Create has agreed to provide goods and/or services to the Client. Details regarding the goods and/or services will be as outlined in A Specification of Work, Quote or a Proposal (Quote).
(b) The Quote is taken to form part of these Terms of Business and may contain details of specific provisions applying to the provision of goods and/or services, such as progress payments, payment of an initial deposit for work to be undertaken or the timeframe for the provision of good and services, amongst other provisions as set out in writing.
(c) Should the Client request that Duo Create provides further or altered services, such services will be governed by these Terms of Business and any new or revised Quote which will also form part of the Terms of Business. Any additional fees payable are to be agreed in writing by the parties.
(d) These Terms of Business will commence on the date set out in the Quote or as otherwise agreed in writing, thereafter.
2. Payment for Good & Services
(a) Fees and charges: Duo Create requires payment at receipt of a valid tax invoice and subject to meeting the project milestones and completion dates set out in the Quote.
(b) Method of payment: Fees are payable by direct transfer, cash, or by an approved credit card.
(c) Time for payment: Unless otherwise agreed in writing, all accounts are payable within 14 days. Duo Create may require the payment of an initial deposit as set out in the Quote or such other amount requested before it will commence provision of the good and services, and may at its discretion require additional deposits as work progresses.
(d) Duo Create reserves the right to invoice for work completed to date if waiting on the client for required items.
(e) Duo Create may recover any undisputed expenses reasonably incurred by it as a result of late payment.
(f) To the extent that any supply made by Duo Create is a taxable supply under GST laws, the amount to be paid for that supply is to be increased by an amount equal to the GST tax that Duo Create is liable to pay.
3. Intellectual Property
(a) Duo Create will own all intellectual property that it produces and provides to the Client including but not limited to in any deliverables provided to the Client as part of the services, including but not limited to any drawings, photographs, graphics and other documentation and material, whether in hard copy or electronic copy, until paid for in full. Once full payment is received and the project completed all intellectual property ownership will transfer to the Client.
(b) If the Client requires Duo Create to include particular documentation or materials, such as but not limited to music or videos (Third Party Materials) in the deliverables, the Client agrees that they will be solely responsible for ensuring all necessary permissions have been obtained to enable the reproduction and use of the Third Party Materials in the manner required and warrant that the reproduction and use by Duo Create of any such Third Party Materials will not breach any third parties’ intellectual property rights.
(a) Duo Create and the Client will take all proper steps to keep confidential all information received from the other under these Terms of Business and to use such information only in connection with these Terms of Business.
(b) Duo Create and the Client agree not to disclose any confidential information received from the other without the other party’s consent unless disclosure is required by law or otherwise necessary for the purpose of obtaining legal advice.
5. Use of Contractors
(a) Duo Create may outsource the provision of services to contractors with the Client’s prior consent.
6. Liability, Warranties & Indemnity
(a) Subject to clause 6(c), neither party makes any express warranties beyond those stated in these Terms of Business. All conditions and warranties implied by statute or common law are to the extent permitted by law, expressly excluded.
(b) To the extent permitted by law, each party excludes all liability to the other party for any loss or damage suffered by the other party or any other person howsoever arising (whether in negligence or otherwise). In particular, neither party will not be responsible for any indirect or consequential loss or damage of any kind in contract, tort, under any statute or otherwise.
(c) Where the law implies any term into these Terms of Business and it is prohibited to exclude or modify such terms, either party’s liability for breach of such terms is limited to one of the following options (at Client’s option):
(i) re-supply of the agreed services or goods (or equivalent goods); or
(ii) the payment of the cost of re-supplying the services or goods (or equivalent goods).
(d) Except where clause 6(c) applies, the total liability of either party to the other or any other person for loss or damage will not exceed in aggregate the total amount of the fees payable under these Terms of Business.
(e) Neither party will be liable for any delay or failure to perform its obligations under these Terms of Business to the extent such delay or failure is caused by an event beyond its control.
(f) If any provision or term, or part thereof, of these Terms of Business, are declared or is illegal, invalid or unenforceable for any reason whatsoever such provisions, terms and parts will be deemed to be deleted from these Terms of Business provided always that if any such deletion materially alters the commercial basis of these terms then the parties must negotiate in good faith to amend and modify the relevant provisions as may be necessary or desirable in the circumstances.
(a) No amendment to or modification of these Terms of Business will be effective unless in writing and signed by both Duo Create and the Client.
(a) Duo Create or the Client may terminate these Terms of Business in whole or part by giving fourteen (14) days written notice to the other.
(b) In the event the Client terminates these Terms of Business for any reason whatsoever, the Client will be liable to pay for all work completed prior to the notice of termination.
9. Governing Law
(a) Australian law governs these Terms of Business.