Terms of business

Blackbox Design is committed to providing quality services to you and this policy outlines our ongoing obligations to you in respect of how we manage your Personal Information.

This document contains the standard terms and conditions governing the provision of services to you the Client by Netbrands
Pty Ltd T/A Blackbox Design (ABN 44 605 402 873) (“Blackbox Design”). Please read it carefully as these terms of trade,
together with the information in each Project Estimate or Media Schedule, will form a legally binding agreement between you and
Blackbox Design.

The signature by the Client (“You”) of an estimate or media schedule confirms your agreement to these Terms of Trade.

1) Services

a) Blackbox Design will provide the Service to You with due care and skill.
b) Blackbox Design will make commercially reasonable efforts to adhere to Your brand and content direction. If Your feedback for a Project departs in a significant manner (as determined by Blackbox Design) from Your original scope of Services, Blackbox Design reserves the right to charge additional fees for time and materials for such alterations at the rates specified in the Project Estimate and if no rates are specified at Blackbox Design’ then current rates.
c) You must check advertising proofs and notify Blackbox Design in writing of any errors prior to material deadline. Final approval of artwork must be provided by You to Blackbox Design in writing.
d) Blackbox Design takes no responsibility for advertisements that are delivered to Blackbox Design after the material deadline.

 

2) Project Estimates

a) All Project Estimates assume the accurate and timely delivery of design details, specifications, other information and approvals by the client and the client’s architects, designers, builders and other consultants, as appropriate.
b) Incorrect detail and/or delays in the provision of the above can impact Blackbox Design’ ability to meet timelines and may also increase the costs of the work required.
c) Therefore, the client:
i) takes all responsibility for managing their architects, designers, builders and other consultants and ensuring that design details, specifications and other information are delivered within the agreed timeframe; and
ii) acknowledges the Blackbox Design cannot be held responsible for any delays in project timings or increased costs associated with late or inaccurate information provided to us; and
iii) acknowledges Blackbox Design right to re-estimate to cover any increased costs caused by the above.

 

3) Invoicing and Payment

a) In consideration of Blackbox Design performing the Services You will:
i) pay to Blackbox Design the Fees; and
ii) reimburse Blackbox Design (at Blackbox Design’ actual cost) for any Allowance.
b) Blackbox Design will issue an invoice (or invoices) in respect of the Service in accordance with the invoicing terms set out in Schedule A annexed to this Agreement
c) Unless otherwise agreed, all invoices are due within 30 days and Blackbox Design reserves the right to suspend any account with outstanding invoices over 60 days.
d) Any invoice enquires must be made within 14 days of the invoice date to Blackbox Design.
e) Invoice (s) unpaid over 90 days will be referred to Blackbox Design’ lawyers and further legal charges and interest (calculated at 12% per annum from the invoice date) will apply to the total sum payable by You.
f) Where applicable, all fees and amounts due under this Agreement are exclusive of all taxes. You must pay GST and any other Government taxes or charges on a taxable supply made to it under this Agreement in addition to any consideration (excluding GST) payable for that taxable supply.

 

4) Intellectual Property

a) Blackbox Design may contribute Background Material as part of the Services. The Intellectual Property in
Background Material remains vested in Blackbox Design. Blackbox Design grants You non-exclusive licence, to
use the Intellectual Property in the Background Material for the sole purpose of using the Project in the ordinary
course of Your business.
b) Subject to clause a) and You paying the Fees and any Allowances in full, the Intellectual Property rights in the
Project will vest in the Client.
c) You grant to Blackbox the right to include, by mutual consent of Blackbox Design and You. Your name and
details of the Project (including a copy of the Project) as part of Blackbox Design’ portfolio of work for the purpose
of promoting Blackbox Design, and that the portfolio may appear in any media.

 

5) Client Intellectual Property

a) If You contribute Client Material to Blackbox Design in connection with the Services, You grant to Blackbox
Design a royalty-free, non-exclusive and perpetual licence to use, reproduce, disclose, modify and adapt the
Client Material for the purpose of providing the Services.
b) You warrant that the provision of Client Material to Blackbox Design, and that Blackbox Design’ permitted use of
Client Material (including incorporation of the Client Materials into the Project), will not infringe the Intellectual
Property rights of any person, or infringe any other laws or a person’s rights under any law.
c) You warrant that if any of the Client Material included any factual information, that such information will be
accurate and capable of substantiation, and will not contain any claims that are misleading or deceptive.

 

6) Trade Marks

a) You acknowledge and agree that:
i) It is Your responsibility to undertake, or have undertaken on Your behalf, appropriate trade mark
infringement and clearance searches to ensure that the Project and any trade mark(s) featured in the
Project, and Your use of the Project will not infringe another person’s rights;
ii) Blackbox Design provides no assurance or representation whatsoever that Project and any trade
mark(s) featured in the Project will be capable of registration as a trade mark in Australia under the
Trade Marks Act 1995 or in any overseas jurisdiction;
iii) Blackbox Design provides no warranty, assurance or representation whatsoever that the Project or any
trade mark(s) incorporated within the Project will not infringe the rights of any existing trade mark
(whether registered or unregistered anywhere in the world); and
iv) Use of the Project by You is at Your sole risk.

 

7) Digital Assests

a) Where Blackbox Design creates Digital Assets for You, the following will apply:
i) Blackbox Design provides a three (3) month standard warranty period. This covers errors, defects or
bugs identified within this warranty period
ii) If you wish to host Digital Assets on servers not controlled or administered by Blackbox Design:
1) Deployment to client’s hosting facilities will not commence until full payment for the job is received
2) Deployment to client’s hosting facilities will incur additional costs and will be charged as used
3) Further support post-deployment will also incur additional costs
4) The warranty period referred to in i) as voided as You now have the ability to access the code and
make changes

 

8) Warranties and Liability

a) Blackbox Design disclaims all other warranties, either express or implied to the maximum extent permitted by
law.
b) To the maximum extent permitted law, Blackbox Design excludes for itself and its officers, employees, agents
and contractors, all liability for all claims, expense, losses, damages and costs made against or incurred or
suffered by You directly or indirectly (including without limitation low costs and profits) arising out of:
i) Your use of the Project; and
ii) Blackbox Design’ negligence or the negligence of Blackbox Design’ officers, employees, agents or
contractors.
c) If Blackbox Design breaches any express provisions of the Agreement or a condition or warranty implied under
any law which cannot be lawfully modified or excluded by this Agreement, then Blackbox Design’ liability to You

 

will, to the extent permitted by law, be limited at Blackbox Design’ option to supplying the Service again, or
paying for their resupply.
d) The Project and all stationery and other materials featuring the Project, will be printed as they appear during the
final approval step. It is Your sole responsibility and You must satisfy Yourself, that all stationery and other
materials are formatted correctly, do not contain spelling or grammatical errors and comply with all relevant laws
before advising Blackbox Design of it’s final acceptance.
e) Blackbox Design’ liability to You for loss or damage of any kind (including loss or damage caused by negligence)
is reduced to the extent that You caused or contributed to that loss or damage.

 

9) Miscellaneous

a) Variation: This Agreement may only be varied by written agreement of the parties.
b) Governing Law: This Agreement is governed by the laws of, and the parties irrevocably submit to the nonexclusive
jurisdiction of, the courts of WA.
c) Entire Agreement: This Agreement sets out the entire agreement between the parties in relation to the subject
matter and supersedes any previous correspondence, agreement, arrangement or understanding.
d) Your right to enter into this Agreement: You warrant that You are authorised to enter into Agreement and to grant
the rights contemplated by this Agreement.
e) Severability: If a clause(s) of this Agreement is held to be invalid or otherwise unenforceable then that clause will
be deemed to be severed without affecting the enforceability of the remainder of this Agreement.

 

Definitions and interpretation

In this Agreement:

Allowance means any travel, accommodation or other out-of pocket expense to be incurred by Blackbox Design associated with
the performance of the Services, including, but not limited to, any such allowances as specified in a Project Estimate.

Background Material means any Material owned by, or licenced by a third-party to Blackbox Design and used Blackbox Design
for the purpose of providing the Service.

Concepts mean any preliminary ideas, proof of concepts and samples that may be provided by Blackbox Design and used by
Blackbox Design as part of the Service.

Client Alterations means any additional Services that may be required to be provided by Blackbox Design in circumstances
contemplated by clause 1)b),

Services means the services set out in a Project Estimate or Media Schedule to be provided by Blackbox Design, from time to
time, and includes the creation of design concepts, advertising concepts, website development and media planning, scheduling
and booking.

Project means the final Project created for You by Blackbox Design under this Agreement including any new or revised Trade
Marks but does not include any Concept revisions created by Blackbox design as part of the Services which were not accepted or
chosen by You.

Fees mean the fees are set out in the Project Estimate for the Services, and as applicable in accordance with the invoicing terms
set out in The Schedule, and includes any additional charges for time and materials for Client Alterations.

Intellectual Property means any copyright (including neighbouring rights), trade marks (whether registered or unregistered),
trade secrets, Project, drawings, parents, secret processes, business or domain names, or other similar proprietary rights and
also includes any rights to the registration of those rights, whether created, formed or arising before or after the date of this
Agreement in Australia or elsewhere.

 

Material includes documents, reports, agreement (including draft agreements), data, information, software, tools and
methodologies, fonts, computer files, Project, graphics, logos, artwork, know-how, templates or other materials of any sort and in
any form.

 

Project Estimate means a quote from Blackbox Design to You for the provisions of Services in accordance with the terms and
conditions of this Agreement.

Schedule A – Invoicing Terms:

 

The following terms apply to invoices relating to head hours, production and media. All Projects or Services will be estimated in
advance, before work is commenced. Your signature on a Project Estimate is Blackbox Design authority to commence work on
that particular Project or part thereof.

Head Hours

 

Head hours will be charged at the Agency’s current rates. Costs will be estimated in advance and invoiced as agreed. Invoices
are payable within 30 days.

Production

All production charges will be estimated in advance.

Unless otherwise agreed, production invoices are issued upon approval of final artwork and due for payment within 30 days of
invoice. TV, web and print production invoices are generally invoiced and payable 50% up front and 50% on completion but may
be subject to alternative milestone payment schedules, as agreed between You and Blackbox Design.

 

Media

A management fee will apply to all media schedules and any available commissions by Blackbox Design. All media rates are
correct at time of scheduling; the Client will be notified of any discrepancies at the time of booking. Each media schedule is
deemed to approved for booking once it has been signed and returned to Blackbox Design via email or fax, no verbal approvals
will be accepted.

All cancellation or alterations to an approved media schedule must be advised in writing – no verbal alterations will be accepted.
Material and cancellation deadlines are to adhere to at all times. Blackbox Design reserves the right to adjust supplied material
deadlines to ensure material is delivered to the publication on time.
Media is invoiced monthly and is payable within 30 days of invoice.