Standard terms of trading
These Terms of Trading apply to all work done by Two Bridges Pty Ltd and are to be read in conjunction with any estimates or proposals provided. They override any other terms and conditions and can only be changed by mutual agreement in writing.
By engaging our services you agree to be bound by these terms of trading. Engaging our services means accepting estimates or proposals to the extent that we perform agreed work for you. We cannot commence work until any estimates we provide have been signed and returned.
Our ideas – Confidentiality
Any ideas or materials we disclose to you remain our property unless you purchase them. You must not use these ideas or materials without our permission (this includes showing or telling the ideas to another agency or supplier).
Intellectual property we create
We own the intellectual property of any work we produce for you, including preliminary proposals, scripts, ideas, roughs and/or artwork created in the course of developing your project. When you have paid for a project in full, you will have an exclusive license to use any work we produce for you for the purposes outlined in the estimate, provided you are not in breach of these Terms of Trading. You may not modify the work or use it for any purpose other than the purpose for which it is originally created without our prior written permission. If you want to own the intellectual property immediately, you should tell us and we will prepare estimates accordingly.
Use of third party intellectual property
We are not liable for infringement or unauthorised use of any intellectual property provided by you for use in the product/services supplied by Two Bridges Pty Ltd.
You further agree by placing an order with us to indemnify us against all claims, proceedings, demands, costs and liabilities arising in connection with any breach of the warranties contained in this clause.
If any dispute or claim is made in respect of any infringement or unauthorised use of intellectual property we may terminate the arrangements with you by notice to you and without any liability by us to you or any other person.
All specifications of time submitted during the production process or contained in the estimate are guides only. While we make every effort to follow them, we accept no responsibility if we are unable to do so. We are not responsible for any problems caused by any insistence on delivery or performance earlier than we have estimated.
Delay in supplying raw material or returning signed proofs
We will usually consult with you to set estimated production schedules. To keep to these estimates, we may require you to provide us with material on which to work, (e.g. the text of a brochure) or return signed proofs within a specific time. If these are not received by the date we request that they be provided to us, we are entitled (at our discretion) to add the length of the delay to our production time.
Any copy provided is final copy. Any images / artwork provided are final. Any corrections to the original copy, images or artowrk, additional material (including photos) and amendments or additions after commencement of work are additional to the estimate. We are not responsible for badly written copy or incorrect information supplied. We are also not responsible for verbal requests for change, despite the extent of its simplicity. To ensure changes are done accurately and according to instruction, please put them in writing.
At each proof stage, we will send you proofs and ask you to inspect them. Please do this carefully and, if in order, signify that you have checked and approved them in their entirety by having an authorised officer sign the proofs in the space provided. By doing so, you accept all responsibility for errors at each proof stage. Note that, for quality control reasons, we cannot proceed to the next stage unless proofs are signed. Even if you do not sign the proofs, by advising us, in any way, of your approval, you accept all responsibility for errors. Of course, the checking, inspection and approval of proofs by you means you cannot refuse the finished product produced in accordance with the proofs.
We reserve the right to supervise printing in order to ensure proper quality control. While we take all reasonable care, we are not liable for the printer’s errors. If you do not notify us of defects within seven days of delivery, you are taken to have accepted the goods as being satisfactory.
Copyright of photographic images, unless permitted in writing, is limited to the use of images in the product /services provided by Two Bridges Pty Ltd.
We will normally have to rely on the accuracy of factual information you provide to us. Accordingly, you will need to check any raw materials (copy, designs, specifications etc) that are provided to us to make sure that, to the best of your knowledge:
- it does not infringe any copyright, trade mark or design
- it is not in breach of confidence, misleading or deceptive
- it is not defamatory or unlawful
- all factual statements are true; and
- legal requirements for packaging or labeling goods are complied with.
We will process supplied material on the basis that you fully indemnify us against any breach of warranty made by you in these Terms of Trading. This indemnity continues after our agreement ends. It is important that you deliver the information to us in as final and accurate a form as possible.
We keep all artwork, film, computer files and other materials for 24 months from the date of their creation, after which they are destroyed. If you want us to keep anything beyond this time you must tell us in writing. Due to the unstable nature of storage media, we cannot guarantee that your files or material will not become corrupted.
Unforeseen out-of-pocket expenses (such as couriers, materials etc) are not included in and are additional to the estimate. We charge a commission on all out-of-pocket expenses (incl. film library images, printouts, illustration, photography etc) to cover administration costs. 10% GST is additional to the cost of these out of pocket expenses, unless indicated otherwise.
Samples of finished items
For our records, we retain samples of each finished product designed by us. Where this is not practicable (eg., signage on a motor vehicle) we will arrange for photos or representations of the works, at our discretion. We reserve the right to retain any samples of work we produce for you and show the samples, photos or representation of the work to further promote our services to the public at large (including on our website and in hardcopy form) and to enter such work in exhibitions or for publication in award annuals, magazines and competitions if you have not requested us beforehand, in writing, not to do so.
Bills representing work in progress may be issued fortnightly.
You agree that payment of invoices must be made on receipt of invoice without any deductions or set-off.
Unless all outstanding bills are fully paid, we reserve the right to: (i) not begin, continue or deliver any work; and (ii) retain any goods you supply to us and/or which have been produced for you. Unless agreed otherwise, paying within time is essential to us continuing or completing any further work for you.
Payment in advance
We may require payment in advance before commencing any project or any stage of any project.
We reserve the right to require a deposit on some work before it is initiated or completed, especially if the work involves significant out of pocket expenses or work for a new client.
In the event where your overdue account is referred to a collection agency and/or law firm, you will be liable for all costs which would be incurred as if the debt is collected in full, including legal demand costs.
Overdue accounts will be subject to interest at the rate of 13% p.a., calculated for the period the account is due until the date it is paid.
If you dispute any invoice, you must notify us in writing within 14 days of receiving it.
We give no express warranty in relation to the supply of our services to you and you acknowledge that you have not relied on any representation or warranty made by us or on our behalf.
To the extent that such conditions and warranties may lawfully be excluded, all such conditions and warranties are expressly excluded.
Further, to the extent permitted by law, if we become liable to you in any manner whatsoever for breach of warranty or for any other reason, then our liability is limited solely to the cost of supplying the services to you again or the payment of the cost of having the services supplied to you by a third party, whichever we elect.
We may use subcontractors to perform any part of the work for you.
Third party supplies
We may advise you on or obtain for you goods or services from third parties. When you have approved an order for these goods or services you become responsible for their payment.
Any claim you may have in relation to these goods or services (eg. quality) is directly with the supplier and not with us.
Although you assume responsibility for the materials once they are delivered to you, you do not own those materials (such as printed materials or files) until you have paid us in full for their production.
We have the right to repossess those materials and to prevent you from using them if you do not pay for them on time.
All ongoing contracts / services (e.g. domain registrations, web hosting, licenses, etc) can be cancelled by providing one month’s (30 days) written notice.
To cancel a hosting contract or domain registration or any other 12 month contract we require that you contact us no later than 30 days prior to the end of the current contract period.
If this 30 day notice isn’t given our client will be required to pay for the next full 12 month hosting period.
The client will have full ownership of the website once payment has occurred. If the client breaches any of the conditions Two Bridges Pty Ltd retain the right to end all work and cease this agreement including the withdrawing of any website hosting.
Two Bridges Pty Ltd offers you a wide range of content, communication tools, forums, and information about its products and services (“Materials”) via this web site.
Except for any disclosure by you for technical support purposes, or as specified in our Privacy Statement, all communications from you to this web site will be considered non-confidential and non-proprietary. You agree that any and all comments, information, feedback and ideas regarding our company, products or services that you communicate to Two Bridges Pty Ltd (“Feedback”) will be deemed, at the time of communication to Two Bridges Pty Ltd, the property of Two Bridges Pty Ltd, and Two Bridges Pty Ltd shall be entitled to full rights of ownership, including without limitation, unrestricted right to use or disclose such Feedback in any form, medium or technology now known or later developed, and for any purpose, commercial or otherwise, without compensation to you. You are solely responsible for the content of your communications and their legality under all laws and regulations. You agree not to use this web site to distribute, link to or solicit content that is defamatory, harassing, unlawful, libellous, harmful to minors, threatening, obscene, false, misleading, or infringing a third party intellectual or privacy rights.
Access to Password Protected or Secured Areas.
Access to and use of password protected or secured areas of this web site is restricted to authorized users only. You will be asked to provide accurate and current information on all registration forms on this web site. You are solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access this web site as well as any activity that occur under your username/password. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to through this web site.
Links to Other Sites.
The linked sites are not under the control of Two Bridges Pty Ltd and Two Bridges Pty Ltd is not responsible for the content of any linked site or any link contained in a linked site. Two Bridges Pty Ltd reserves the right to terminate any link at any time. Two Bridges Pty Ltd may provide links from this web site to other sites as a convenience to you and in no way should this be interpreted as an endorsement of any company, content or products to which it links. If you decide to access any of the third party sites linked to this web site, you do this entirely at your own risk. Two Bridges Pty Ltd DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, TO ANY SUCH LINKED SITES, INCLUDING BUT NOT LIMITED TO ANY TERMS AS TO THE ACCURACY, OWNERSHIP, VALIDITY OR LEGALITY OF ANY CONTENT OF A LINKED SITE.
You agree to indemnify, defend and hold Two Bridges Pty Ltd harmless from and against any and all third party claims, liabilities, damages, losses or expenses (including reasonable attorney’s fees and costs) arising out of, based on or in connection with your access and/or use of this web site.
Limitation of Liability.
IN NO EVENT SHALL Two Bridges Pty Ltd OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THIS WEB SITE OR ANY LINKED SITE, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION OR MATERIALS PRESENTED ON THIS WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY EVEN IF Two Bridges Pty Ltd OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Two Bridges Pty Ltd assumes no responsibility for accuracy, correctness, timeliness, or content of the Materials provided on this web site. You should not assume that the Materials on this web site are continuously updated or otherwise contain current information. Two Bridges Pty Ltd is not responsible for supplying content or materials from the web site that have expired or have been removed. THE MATERIALS PROVIDED AT THIS WEB SITE ARE PROVIDED “AS IS” AND ANY WARRANTY (EXPRESS OR IMPLIED), CONDITION OR OTHER TERM OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE IS HEREBY EXCLUDED.
Law of agreement
The laws of Victoria, Australia apply to these Terms of Trading. Any disputes arising out of our relationship are to be dealt with by Victorian Courts.
Two Bridges Pty Ltd
abn 79 146 707 315
acn 146 707 315
phone:+61 408 171 69
PO Box 150, Croydon VIC 3136, Australia