Content Creation Terms

Definitions

Additional Costs
means all additional costs that we are permitted to charge you under this agreement.
Claim
means a demand, action or proceeding of any nature whether actual or threatened.
Client, you or your
means, in relation to any work that we do for you:
  1. The person named as the client in the Purchase Order;
  2. If there is no purchase order, then the person named as the client in the Quote; or
  3. If there is no Quote, then the person for whom we are undertaking the project.
Client Content
is defined in clause 3(a)
Confidential Information of a party:
  1. Means any information:
    • Regarding that party’s business or affairs;
    • Regarding that party’s customers, employees, or other people doing business with that party;
    • Which is by its nature confidential;
    • Which is designated as confidential by that party at the time of disclosure or within 14 days after disclosure; or
    • Which the other party knows or ought to know is confidential;
  2. Includes without limitation (unless excluded under paragraph (c)) that party’s Intellectual Property Rights and these terms and conditions; but
  3. Does not include information to the extent that information is developed or known by the other party independently of this agreement and independently of any obligation of confidence (including because it is in the public domain).
Fees
means, in respect of a Project:
  1. The fees payable to us for the Project as set out in a Purchase Order, Quote or Estimate; or
GST
means a goods or services tax or similar tax levied in Australia.
Insolvent
in relation to a party, means that:
  1. The party has ceased or taken steps to cease to conduct its business in the normal manner;
  2. The party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;
  3. The party is unable to pay its debts when they are due;
  4. A liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;
  5. An application or order is made or a resolution is passed for the winding up of the party; or
  6. An event similar to one in paragraphs (a) to (e) occurs in respect of the party in any non-Australian jurisdiction.
Intellectual Property Rights
means all industrial and intellectual property rights anywhere in the world, including:
  1. Copyright, patents, trade marks, registered designs and any right to have confidential information kept confidential; and
  2. Any application or right to apply for registration of any of the rights referred to in (a).
Loss
means
  1. Any liability, cost, expense, loss, personal injury (including illness), death or damage; and
  2. In relation to a Claim, Loss includes amounts payable on the Claim and (whether or not the Claim is successful), legal costs and disbursements on a full indemnity basis.
Moral Rights
are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia.
Project
means, in relation to any work that we do for you:
  1. The project described in a Purchase Order;
  2. If there is no Purchase Order, the project described in a Quote;
  3. If there is no Quote, then the project described in the Specifications; or
  4. If there are no Specifications, then the work that you have asked us to do.
Purchase Order
means a document issued (in writing or electronically) by you to us that sets out:
  1. The services that we will provide to you;
  2. The estimated times within which those services will be provided; and
  3. The Fees payable to us for those services.
Quote
means a quote, estimate or proposal that we provide to you in respect of any work that you have asked us to do.
Specifications
means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Project.
Velpic, we or us
means Velpic Limited ACN 149 197 651 of 243 Hay Street, Subiaco, Western Australia, and any of its subsidiaries through which it carries on its business.
  1. Engagement

    You may engage us to carry out a Project for you by:

    1. Signing and returning a quote or issuing a Purchase Order to us;
    2. Giving us written or emailed authorisation to commence a Project. Unless we notify you otherwise, we will accept that engagement subject to these terms and conditions. The Project will commence when we accept the engagement.
  2. Quotes and Estimates

    If we provide, or have provided, you with a Quote or Estimate for the Project, then that Quote or Estimate:

    1. Is based on the Specifications, and is subject to change if the parties agree to amend the Specifications; and
    2. Is valid for a period of 30 days from the date we issue the Quote.
    3. Will be inclusive of GST if applicable
  3. Content and Materials Supplied by You

    1. You must supply to us all content & images you want us to use in the Project, and all other content and materials we reasonably request (Client Content). You must supply all Client Content at or before the commencement of the Project.
    2. You must supply all Client Content in the following digital formats (or such other format as reasonably required by us and advised to you in writing):
      • Text/Tables/Copy: Microsoft Word or Microsoft Excel (in correct order);
      • Images: High resolution (300dpi TIFF or JPEG files);
      • Logos: Vector format (Illustrator EPS/AI)
      • Diagrams/Maps: Vector format (Illustrator EPS/AI).
      We may charge Additional Costs if the Client Content is not provided in the appropriate format set out in this clause.
    3. You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not:
      • Breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or
      • Compromise the security or operation of our computer systems, through a virus or otherwise.
    4. You indemnify, and agree to keep Velpic, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) of any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf.
  4. Purchase of Images

    1. The Fees do not include any searches or purchases of photo images, audio or video.
    2. You can purchase images directly, or we can purchase photo images, audio or video on your behalf. We may charge Additional Costs in respect of such purchases. We will attempt to advise you of the expected Additional Costs before purchasing the photo images, audio or video.
  5. Scheduling and Production

    1. If we consider it to be necessary, we will develop production schedules for the Project in consultation with you. We will use reasonable commercial endeavours to carry out the Project in accordance with those production schedules.
    2. If you delay in providing Client Content or in providing feedback we request, then this may result in:
      • The delivery deadline changing; or
      • If the delivery deadline cannot be moved, extra costs being incurred, including necessary overtime costs. We will charge these extra costs as Additional Costs.
  6. Script and Content

    1. The script and chapters for the content, if provided by us, need to be approved by you in writing before any content can be developed.
    2. If the script and chapters for the content are provided by you but you request us to review, edit or amend them, those changes by us need to be approved by you in writing before any content can be developed.
    3. Once approved the script and chapters are deemed to form a part of the Specifications of the Project.
  7. Couriers and Disbursements

    Couriers and disbursement charges are not included in this quote and are charged as required.

  8. Corrections and Alterations

    1. The Fees include provision for up to two sets of alterations by you to the content drafts we provide, which may result in us supplying two complete versions back to you
    2. If you request further alterations, or the addition of new information after the second draft, resulting in a third or any additional drafts being supplied, the additional work will be charged as Additional Costs at our then current Professional Rates.
    3. The alterations referred to in paragraph (a) do not include a change to the Specifications. If there are any changes to the Specifications after the Project has commenced, the additional work will be charged as Additional Costs at our then current Professional Rates.
    4. Where possible, we shall provide the Customer with an estimate of Additional Costs prior to undertaking additional work. However, if this is not possible due to deadline constraints, we may proceed with the work without providing an estimate.
    5. If a storyboard is required, an additional fee will be charged to develop 10 - 40 minutes at $600 - $1800.
  9. Sign-off

    1. When we provide you with complete drafts, and you do not request any further alterations, then you must notify us in writing that you accept the completed work.
    2. You will be deemed to have accepted the completed work if we do not receive from you, within 14 days after providing you with a completed draft, either notice in writing of acceptance or requests for further amendments.
    3. Your acceptance of the drafts in accordance with paragraph (a) or (b) means that the Project is complete, and no further amendments are necessary.
  10. Archiving / Retrieval

    We will endeavour to store or archive all electronic files. However, we provide no guarantee that any stored or archived files can be retrieved in the future.

  11. Professional Liability

    1. Our liability to you for any Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, whether or not you were aware of the possibility of such Loss to you when this agreement was entered into, is limited to the amount of Fees received by us from you under this agreement (less any amounts already paid out or due to be paid out by us to you for any reason); and
  12. Duration of agreement and its termination

    1. Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Project has been achieved, unless it is terminated earlier under this clause 12.
    2. A party may terminate this agreement by notice in writing to the other party if:
      • The other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within 14 days after receiving notice from the other Party to do so;
      • The other party commits a material breach of this agreement that is not capable of remedy (including a breach of this clause); or
      • The other Party becomes Insolvent.
    3. We may terminate this agreement if:
      • You do not provide any information or materials requested within a reasonable time after being asked to do so; or
      • We consider that mutual confidence and trust no longer exist.
    4. Upon termination of this agreement under paragraph (b) or (c):
      • Our obligation to carry out the Project ceases;
      • Each party’s rights and obligations accrued prior to termination are not affected;
      • Each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record keeping obligations; and
      • Except as provided in this paragraph (d), clauses 3(c), 3(d), 11 and 13, [will continue.
  13. Confidentiality

    1. Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Quote. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.
    2. The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
    3. The Party required to disclose the other Party’s Confidential Information as set out in paragraph (b) must:
      • Provide a reasonable amount of notice to the other Party of the proposed disclosure;
      • Consult with the other Party as to the form of the disclosure; and
      • Take all reasonable steps to maintain such Confidential Information in confidence.
    4. Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.
  14. General

    1. Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.
    2. This agreement does not create a relationship of employment, agency or partnership between the parties.
    3. We may subcontract our obligations under this agreement.
    4. The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.
    5. If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.
    6. We may change this agreement from time to time, by notifying you of the changed terms and conditions. The new terms will apply to any Project that commences after the date that we notify you of the changed terms and conditions. Your engagement of our services after that date signifies your acceptance of the amended agreement.
    7. This agreement is governed by the laws of Western Australia.
    8. In the event of a conflict between this agreement and specific documentation applying to the relationship between the parties (for example an accepted quote, estimate or a purchase order), the parties agree that this agreement shall be subordinated to those terms.
  15. Invoicing

    Work is invoiced as follows:

    • 50% of Fees are invoiced upon approval of the Quote or Estimate.
    • The Balance of non-invoiced amounts is invoiced as work in progress at the end of each month, or on completion of the job, whichever occurs first.
  16. Interpretation

    In this agreement:

    1. A reference to “this agreement” means these terms and conditions (including any schedule) together with a Purchase Order or Quote (if any);
    2. Headings and bold type are for convenience only and do not affect the interpretation of these terms;
    3. The singular includes the plural and the plural includes the singular;
    4. Words of any gender include all genders;
    5. Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;
    6. An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
    7. A reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;
    8. A reference to a party to a document includes that party’s successors and permitted assignees;
    9. A promise on the part of 2 or more persons binds them jointly and severally;
    10. No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
    11. Specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.