Terms & Conditions
Last updated: 21 January 2018
These Terms and Conditions apply to all services provided by Provoke and/or Logan Smith, ABN 50 064 644 033.
Governing Law and Jurisdiction
The laws applicable in the State of Queensland govern this Agreement. The Parties submit to the non-exclusive jurisdiction of the courts of the State of Queensland and any courts competent to hear appeals from those courts.
1.1 Quotes are valid for 30 days from the date of submission.
1.2 Quotes include research, SEO copywriting, editing and two rounds of Client changes unless otherwise specified within the quote.
1.3 Any additional revisions will be charged at an hourly rate of $120 (ex GST).
1.4 The balance of the invoice will be due prior to any work being completed. Once paid in full, copy will commence.
1.5 The Quote includes regular Client liaison by email, phone or Skype. Any face-to-face meetings, including travel time, will be charged at an hourly rate of $120 (ex GST).
1.6 The Quote does not include liaison or expenses associated with third parties such as graphic designers or web developers unless specified.
1.7 The Quote is based on information provided by the Client within the project brief. The Client agrees that this information is complete and correct. Any missing or inaccurate information that changes the scope of The Project in any way renders the Quote invalid.
1.7 Potential outcomes, ideas or suggestions outlined in the Quote are not guarantees of delivery and should not be taken as such.
1.8 Acceptance of the Quote must be provided by accepting the quote or in writing via email, clearly stating that The Project is approved. Verbal confirmation by phone or in person will not be accepted.
1.9 In the absence of written acceptance, payment of the deposit assumes approval of the Quote provided by Provoke and/or Logan Smith.
2.1 A non-refundable payment of the total amount quoted is required on approval of the Quote, before work can begin.
2.2 Where the amount is more than $5000, a non-refundable deposit of 50% is required before work can begin.
2.3 For ongoing services, the Client will be invoiced at the end of the month for work completed that month.
2.4 The balance of the invoice, should the invoice exceed $5000 and a 50% deposit has been made, is due on receipt of the final draft, within 30 days of receiving the first draft or when final approval is provided (whichever occurs first).
2.5 If the Client’s project is urgent and requires a turnaround of less than two (2) working days, a surcharge of 25% may apply.
2.6 Payment is required by direct deposit in Australian Dollars. The Client is responsible for paying any fees associated with this payment, including PayPal fees or international transfers.
2.7 Provoke and/or Logan Smith has payment terms of 0 days from the date of invoice unless otherwise agreed by Provoke and/or Logan Smith.
2.8 The suspension of any work for a period of 30 days, for any reason whatsoever, will require payment in full for the time spent and work completed to date.
2.9 The Client agrees to pay any expenses incurred in the collection of outstanding debts.
2.10 Provoke and/or Logan Smith reserves the right to charge interest on overdue accounts at a rate of 10% for the first 21 days and 20% thereafter.
2.11 Any third party fees will be itemised separately on the invoice and charged in addition to the quoted fee.
3.0 CHANGES IN SCOPE
3.1 Any modifications to the original project brief during execution of The Project will render the Quote invalid and additional fees may be applied.
3.2 Unless otherwise agreed, a new Quote will need to be approved and a revised payment paid before work can restart.
4.1 The Client is asked to nominate one primary contact to centralise all revisions and contact throughout The Project.
4.2 Approval of copywriting or other services provided must be clearly stated in writing via email.
4.3 Once final approval has been received, The Project will be closed (and should the invoice exceed $5000, the final balance of the invoice is due as per 2.4).
4.4 If revisions have not been received within 30 days of the first draft being delivered, approval is assumed and the project will be closed.
4.5 These terms and conditions are implicitly agreed to on acceptance of the Quote provided and the instruction to proceed.
5.1 You may terminate the job at any time. In this instance, Provoke and/or Logan Smith will invoice for the time spent and work completed to date.
5.2 Provoke and/or Logan Smith is entitled to suspend or terminate the project and retain or withhold any information in relation to the job if an invoice remains due and unpaid.
6.1 The copyright of any work delivered to the Client remains the intellectual property of Provoke and/or Logan Smith until all monies due to Provoke and/or Logan Smith have been paid.
6.2 Provoke and/or Logan Smith reserves the right to use Client projects for her own promotional use unless a Non-Disclosure Agreement precluding this has been signed by Provoke and/or Logan Smith.
6.3 Provoke and/or Logan Smith may approach the Client for a testimonial after the project is completed, although provision of the testimonial is not obligatory.
7.0 CLAIMS AND LIABILITIES
7.1 All materials provided by the Client are assumed legal and accurate.
7.2 Provoke and/or Logan Smith cannot be held responsible for how the material produced is used once the Client has approved the final draft.
7.3 The Client agrees to indemnify and to hold Provoke and/or Logan Smith harmless against any and all claims, costs, and expenses, including solicitors fees, due to materials included in any work undertaken at the request of the Client.
7.4 Provoke and/or Logan Smith will not be liable in any way for any direct, indirect, incidental, special or consequential losses or damages resulting from use of services including but not limited to: loss of data and other intangibles; costs or damages resulting from or related to any services purchased or obtained; resulting from unauthorised access to, or alteration of the Client transmissions or data.
7.5 Any imposed liability shall be limited to resupply of information or services.
7.6 Any claim by the Client as to incorrect performance or breach of these terms and conditions must be made to Provoke and/or Logan Smith in writing within seven days of delivery.
8.1 Due to the dynamic nature and changing algorithms of Search Engines,Provoke and/or Logan Smith offers no guarantees regarding the performance of sites based on her involvement.
8.2 Provoke and/or Logan Smith accepts no responsibility, liability or costs incurred for any conduct implemented by the Client that does not concur with or conform to the individual guidelines of each individual Search Engine.
8.3 Provoke and/or Logan Smith accepts no responsibility or liability for any actions taken by the Client that causes the website of the Client to be penalised or banned from any Search Engine. It is the responsibility of the Client to implement the changes, based on the Terms and Conditions outlined by each Search Engine specifically at the time of implementation.
9.0 ENTIRE AGREEMENT
These Terms and Conditions constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. They shall be governed by Australian law, and the parties hereby agree to submit themselves to the exclusive jurisdiction of Australian Courts. Any changes to this Agreement must be agreed to in writing by both the Client and Provoke and/or Logan Smith.
The Client means the person or company that has formally entered into the agreement.
Agreement means the Quote and the Terms and Conditions.
Copywriting means text.
Fees means the fees for the Services as stated in, or calculated in accordance with, this Agreement.
Information means any information, documents, materials facts, instructions or Confidential Information provided to Provoke and/or Logan Smith by you, or your Representatives or anyone else at your request.
Intellectual Property means all industrial and intellectual property rights throughout the world and includes rights in respect of copyright, patents, trademarks, designs, trade secrets, know-how, our Confidential Information and circuit layouts.
Quote means the quote to which the Terms and Conditions are attached.
Loss means any losses, liabilities, claims, damages, costs or expenses (including interest where applicable and Consequential Loss), judgments or orders however caused or arising as a result of the Services or this Agreement.
Services means the services described in the Quote.
Terms and Conditions means these terms and conditions.
The Project means communications activities as outlined in the Quote.