Last updated: 16 November 2016
Between Viabrand Pty Ltd ABN 99 603 011 525 of 22 Petrie Terrace, Brisbane QLD 4000 (“Viabrand”)
The client, details of whom are set out in the Schedule supplied once you confirm you want to proceed (“You”)
You have engaged Viabrand to provide the services as detailed in the Schedule (“the Services”) in accordance with the terms of this Agreement.
In consideration of Viabrand undertaking the Services, You have agreed to pay Viabrand the Fees as detailed in the Schedule. “(the Fees”). You agree that in the event your actions cause Viabrand to be unable to continue the provision of the Services for a period of greater than 30 days, Viabrand is entitled in its discretion to charge an additional fee by way of compensation for additional work required to be undertaken by it due to the delay.
Viabrand warrants that:
Viabrand does not warrant that:
The Fee includes all required changes and revisions that You may require Viabrand to make to achieve the delivery of the Services. Should You wish to make a change to the scope of the Services which will involve the delivery of additional or differing services, Viabrand will then charge for this on a time and materials basis based on the hourly rate as set out in the Schedule.
If Services are required to be provided outside of normal business hours of 9:00am – 5:00pm Monday to Friday or on weekends or public holidays where this is not due to any fault on the part of Viabrand, the charge for this work will be based on the hourly rate set out under Fees in the Schedule with an additional 65% added to this hourly rate.
Viabrand agrees to provide regular verbal or written updates to You as set out in the Schedule under ‘Services’ or in any event whenever reasonably required by You.
You acknowledge and agree:
Viabrand will issue tax invoices in accordance with the payment schedule as set out in the Schedule.
In the event that delays of 2 weeks or more occur, which are not due to any act of default on the part of Viabrand, Viabrand reserves the right to require progress payments over and above what is set out in the Schedule.
Should You fail to pay an invoice by its due date, Viabrand reserves the right to discontinue provision of the Services until payment has been made, to charge interest at the rate of 2% above the current cash rate target set by the Reserve Bank on all unpaid Fees and to require payment of any costs and expenses incurred by it which arise from pursuing payment of the outstanding Fees.
Words used in this paragraph have the same meaning as in the GST Law (being A New Tax System (Goods and Services Tax) Act 1999(Cth)).
To the extent that any supply made under this Agreement is a taxable supply and GST is not expressly included in the consideration, the recipient must pay, in addition to the consideration payable for the taxable supply, an additional amount equal to the GST imposed in respect of the taxable supply. This additional amount is payable at the same time as the consideration to which it is referrable.
Viabrand agrees it is responsible for obtaining releases, licenses, permits or other authorisation to use testimonials, copyrighted materials, photographs, video, art work or any other property or rights belonging to third parties which are required to be obtained by it for use in performing the Services.
You warrant that all elements of text, images, or other artwork You provide are either owned by You or that You have permission to use them. Viabrand will not be held liable for any legal infringements as a result of artwork or the like being distributed or published under Your direction and You agree to fully indemnify Viabrand in the event of a claim being brought against it or it otherwise suffering loss or damage as a result of Your breach of this paragraph.
Upon delivery of the Services and final payment of the Fees by You:
Neither party will, except as otherwise expressly permitted by this Agreement, or with the prior written approval of the other party, disclose the other party’s confidential information where ‘confidential information’ is any information that is confidential to a party and includes any information:
other than information which is already in the public domain otherwise than through a breach of this Agreement.
If Viabrand collects, uses, discloses, transfers, stores or otherwise handles personal information of Yours while discharging its obligations under this Agreement (“Personal Information”) then Viabrand acknowledges and agrees that it will comply with the Privacy Act 1988 (Cth) and all other applicable privacy laws and such other data protection laws as may be in force from time to time which regulate the collection, storage, use and disclosure of such information to the extent such laws are implied into this Agreement and cannot be excluded.
This Agreement shall become effective on the Commencement Date as set out in the Schedule and shall continue until terminated by either party upon not less than 60 days’ notice in writing given by either party to the other.
This Agreement may be terminated immediately on the happening of a terminating event by notice in writing at the option of the party which has not committed or been subject to the terminating event.
For purposes of this Agreement, the following are terminating events:
If notice is given by Viabrand to You to terminate the Agreement, then Viabrand may also:
If notice is given by You to Viabrand to terminate the Agreement, then Viabrand will return to You or destroy all of Your Confidential Information and any other additional property belonging to You that it has in its possession;
Termination of this Agreement will not prejudice any claim by the terminating party as a result of any event which gives a right of termination under this Clause.
Neither party will be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure where ‘Force Majeure’ means a circumstance beyond the reasonable control of a party which results in the party being unable to observe or perform on time an obligation under this Agreement. Such circumstances include but are not limited to acts of God, natural disaster, fire, explosion, acts of war, terrorism, riots, civil commotion, malicious damage, sabotage, revolution or strikes.
A party affected by Force Majeure will be suspended from performing its obligations under this Agreement for the period of the delay due to Force Majeure.
If a delay or failure to perform its obligations due to Force Majeure exceeds sixty (60) days, either party may immediately terminate this Agreement in accordance with (g) above.
This Agreement shall be governed and construed in accordance with the laws of the State of Queensland, Australia.
This Agreement constitutes the entire Agreement of the parties about its subject matter and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
A provision of this Agreement or a right or obligation created under it may not be varied except in writing and signed by both parties.
Viabrand may subcontract the provision of the Services subject to Viabrand agreeing that it is responsible for all acts of any such sub-contractors.
All rights and obligations which expressly or by their nature survive termination or expiration of this Agreement will continue in full force and effect subsequent to and notwithstanding such termination or expiration and until they are satisfied or by their nature expire.
The Schedule or Quote and a approval document will be supplied to you (Client) once you provide confirmation you want to engage our services