Terms and Conditions
These Terms and Conditions apply to all Services provided by Proof Communications Pty Ltd (ACN 160 146 234) (Proof Communications) and any person acting on behalf of and with the authority of Proof Communications to you, the Client, which means the person, organisation or business to which Proof Communications is providing Services, and any person acting on your behalf of and with your authority as described in any proposal letter, work authorisation, email, Client Details Form or other form provided by or to Proof Communications.
1. Terms of Business
1.1 These Terms and Conditions set out the contractual basis upon which Proof Communications will provide you with Services.
1.2 Proof Communications’ proposal letters, quotes, estimates and invoices are incorporated into and form part of these Terms.
2.1 ‘Proposal letter’ means the proposal by Proof Communications to provide Services to you as set out in our proposal letter or email.
2.2 ‘Services’ means all services provided by Proof Communications to you including any advice and recommendations.
2.3 ‘Fee’ or ‘cost’ means the price payable for the Services as agreed between Proof Communications and you.
2.4 ‘Estimate’ means the estimated hours or estimated fee for the Services as provided by Proof Communications in the proposal letter or email.
2.5 ‘Hourly rate’ means the fee per hour for provision of Services for which an hourly rate is the most appropriate cost structure.
2.6 ‘Daily rate’ means the fee per day of seven hours work for provision of Services for which a daily rate is the most appropriate cost structure.
2.7 ‘Regular retainer’ means the fee agreed for a set amount of work in a recurring period, e.g. each month, every second month.
3.1 You agree to provide written approval of the fee quote, regular retainer, hourly or daily rate or estimate prior to commencement of any work by return email.
3.2 Any instructions received by Proof Communications from you constitutes acceptance of these Terms and Conditions and of the fee, hourly or daily rate or estimate.
3.3 Work will not commence until Proof Communications receives a signed copy of the Client Details Form and / or Terms and Conditions and / or payment of the retainer invoice.
3.4 On receipt of your instructions, the Terms and Conditions are binding and can only be changed by the written consent of Proof Communications.
3.5 Where more than one Client enters into this agreement, you all shall be jointly and severally liable for all payments of the final fee.
4.1 The fee, being a regular retainer, estimate or hourly or daily rate excluding GST, shall be set out in Proof Communications’ proposal letter or email.
4.2 For projects invoiced in a series of invoices, the final fee will be set out in the final invoice provided by Proof Communications to you in respect of the Services that have been supplied.
4.3 Projects requiring work over seven (7) hours on any one business day Monday to Friday carry a 30% levy. Projects requiring work on a weekend or public holiday carry a 50% levy on the quoted page rate, hourly rate or day rate or the proportion of the quoted fixed fee.
4.4 The fee for fixed fee projects includes one round of Client changes or amends. Any additional corrections or amends made by you will be charged at $275 per hour pro rata plus GST.
4.5 For hourly and daily rate projects, Proof Communications will keep you informed of the total hours completed and fee to date on each occasion that Proof Communications works on the project.
4.6 For projects for which an estimated fee is given Proof Communications will keep you informed of the fee progress on each occasion that Proof Communications works on the project.
4.7 Any costs additional to the Services agreed to be provided (such as couriers, graphic design, travel costs) are in addition to the fee quoted or estimated in Proof Communications’ proposal letter. Proof Communications endeavours to seek written consent for all additional expenses or costs associated with a project, however invoices may include, and you are obliged to pay, fees or expenses that were verbally authorised in order to progress a project promptly.
4.8 If the project runs for longer than 4 weeks, you agree to payment by monthly invoices based on the work completed to date.
4.9 The quote, regular retainer, hourly or daily rate or estimate does not include time for liaison with other suppliers, such as graphic designers or web developers. This will be charged at the pro rata of our hourly fee.
5. Variations in Scope
5.1 Proof Communications reserves the right to change the fee in the event of a variation to the requirements by you and to provide you with email confirmation.
5.2 By continuing to instruct Proof Communications, you are agreeing to any change of fee as a result of a variation to the requirements.
6.1 You may be required to pay a retainer before work commences to the amount set out by Proof Communications in the proposal letter or email.
6.2 The final invoice will be issued on your sign off of the Services provided or 14 days after the final Service is provided, whichever is sooner.
6.3 The final balance will be invoiced on completion of the project and due in 7 days.
6.4 Payment must be made by Credit Card or by Electronic Funds Transfer to the Proof Communications’ bank account.
6.5 If you pay by Credit Card and the issuing credit card company charges Proof Communications a merchant fee for this service, the fee will be passed on to you.
6.6 Payment will not be deemed to be payment until that payment has been honoured, cleared or recognised.
7. Cancellation or Delay
7.1 You can cancel the project at any time. If you cancel the project following payment of the retainer, you forfeit the retainer payment and agree to pay Proof Communications for any work completed to date in excess of the retainer payment at $275 per hour plus GST.
7.2 If the project commences but is then delayed by you for more than 14 days, payment for the work to date will be invoiced and due for payment within 7 days. Resumption of the project will require a new agreement, contingent on availability.
7.3 Proof Communications is not responsible for any delay in project delivery if the delay is caused by matters beyond the reasonable control of Proof Communications, such as power or equipment failure.
8. Defaults and Consequences of Default
8.1 Any amounts that are outstanding after 30 days will attract a late fee of 10% of the total amount overdue. The late fee will be added to the total of the outstanding amount.
8.2 If you default in payment of any invoice when due, the Client will indemnify Proof Communications from and against all costs and disbursements incurred by Proof Communications in pursuing the debt. This may include legal fees, collection agency fees and court costs. Proof Communications will not be liable to you for any loss or damage you, your organisation or business suffers as a result of Proof Communications having exercised its rights under this clause.
8.3 Without prejudice to Proof Communications’ other remedies at law, Proof Communications shall be entitled to cancel all or any part of any Services to you that remain unfulfilled in the event that:
a) You become insolvent, convene a meeting with your creditors or propose or enter into an arrangement with creditors, or make an assignment for the benefit of your creditors; or
b) A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of you, your organisation or business and any assets.
c) You must raise any issues in writing about the quality of Services provided by Proof Communications within five days of receipt of the Services. You may not raise issues regarding the quality of the Services provided by Proof Communications as grounds for non-payment of the fee after receipt of the final invoice issued by Proof Communications.
9. Intellectual Property, Copyright and Title
9.1 You warrant that all designs, documentation or instructions you provide to Proof Communications in connection with the provision of Services will not cause Proof Communications to infringe any patent, registered trademark or design in the execution of your requirements. You agree to indemnify Proof Communications against any action taken by a third party in respect of such an infringement.
9.2 You will have exclusive rights to the use of the outputs of Services provided to the Client by Proof Communications.
10. Limitation of liability
10.1 Except as expressly provided in these Terms and Conditions, to the maximum extent permitted by law Proof Communications shall not be liable to you by way of indemnity or by reason of any breach of these Terms of any statutory duty or any common law duty for any direct, special, indirect or any other type of loss or damages whatsoever suffered by you arising from the provision of the Services by Proof Communications.
10.2 Nothing in these Terms and Conditions is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 or the Fair Trading Acts in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
10.3 To the maximum extent permitted by law, Proof Communications excludes all Conditions and warranties implied into these Terms and limits its liability for breach of any non-excludable condition and warranty, at Proof Communications’ option to:
a) Refunding the fee paid by you in respect of the Services; or
b) Re-supplying the relevant Services.
10.4 Proof Communications’ total liability under these Terms and Conditions and any contract entered into with you shall not exceed the total dollar amount owed to or paid to Proof Communications in respect of the Services provided under the fee quote, regular retainer, hourly or daily rate or estimate provided in Proof Communications’ proposal letter or email.
10.5 You and Proof Communications agree that if any limitation or exclusion of liability under these Terms is held to be invalid under any applicable statute or rule of law, it will to that extent be omitted.
11.1 The person noted at the end of these Terms and Conditions (the Guarantor) guarantees to Proof Communications that they, their organisation or business will comply with all its obligations under these Terms at the time they should be complied with.
11.2 The Guarantor agrees that they are liable for all of the obligations to Proof Communications under these Terms. For the avoidance of doubt, the Guarantor acknowledges that Proof Communications is entitled to purse the Guarantor for any of the obligations that arise under these Terms.
12.1 If any provision of these Terms and Conditions shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
12.2 These Terms & Conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales.
12.3 The failure by Proof Communications to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision or shall it affect Proof Communications’ right to subsequently enforce that provision.