Terms and Conditions

Fee Estimate

This Fee Estimate (“Estimate”) is valid for a period of thirty (30) days from the date of issue.

This Estimate is indicative only and is based on:

  • your initial instructions and brief to Owl and Monk (“us”, “we’, “our”) on the project (“Project”);
  • the scope of work for the Project as detailed in this Estimate (“Scope”); and
  • you having the number of rounds of Project revision as set out in the Estimate.

Unless an item of work has been explicitly listed in this Estimate it is not included in the estimated fee.

This Estimate is not a quotation or a fixed cost and is subject to change due to a range of factors, including, but not limited to:

  • an alteration to the timetable of the Project;
  • the promptness and effectiveness of your responses to our requests for information or instructions;
  • a change in your instructions; and
  • a change in the Scope or the need for additional work to be completed outside the Scope.

Please contact us prior to approving this Estimate should you wish to discuss the same or require any clarification regarding any items of work detailed in the Scope.

Acceptance

You may accept this Estimate by:

  • signing and returning a copy of this Estimate to us;
  • instructing us, continuing to instruct us, either orally or in writing; or
  • paying a deposit or milestone payment.

Supply of Material

You must supply all artwork, text, content, graphics, video content, photography and design assets (logos, graphs and other visual elements) (“Material”) in digital format unless otherwise specified in this Estimate.

All Material is to be fully edited, proof read and in final form when provided to us. We take no responsibility for the accuracy, validity, reliability, completeness or timeliness of the Material. Any required alteration to Material once supplied to us will incur further costs.

You hereby represent, warrant and confirm that:

  • you have all rights, title and interest in the Material or the right to publish and otherwise use the Material;
  • the Material will not and does not breach any copyright, intellectual property right, licence, privacy, legislation, common law or contractual agreement of any other person or entity; and
  • the Material is not obscene, libellous or otherwise unlawful.

All Material supplied by you needs to be high resolution as follows:

Supplier logos and certifications


Size: Original
DPI: 300

Colour: CMYK/ sRGB
File
Type: JPG, PNG and EPS/ AI
Fonts: to be outlines or supplied

Photos for website

Size: Maxium:1500x1500px and Minimum: 800x800px
DPI/ PPI: 72

Colour: RGB (sRGB)

File type: JPG, PNG

Photos for print media

Size: Original
DPI: 300 (Minimum)

Colour: CMYK

File Type: JPG

Indemnity

You indemnify and will keep indemnified and hold us, our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees harmless from and against all loss, damage, liability, claim, proceeding, action, cost or expense that we suffer directly or indirectly because of any action, default, omission, negligence or inaction of you, including but not limited to any claim made by a third party regarding a right or interest in the Material.

Your Role

You must take reasonable care and take sole responsibility to protect your own interests in respect of the Project, including, but not limited to, satisfying yourself as to the commercial viability of the Project.

Disclaimer

We do not give any warranty or representation as to the commercial outcomes of the Project or advice and / or strategy provided by us in respect of the Project. The implementation of the Project and reliance of advice or strategy provided by us in respect of the Project is at your own risk and we accept no liability to any person or entity for any loss, damage or cost incurred as a result of reliance on the same. To the fullest extent permitted by law, we disclaim all warranties.

Limitation of Liability

In no case shall we, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your implementation of the Project and reliance of advice or strategy provided by us in respect of the Project. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Expenses

Expenses incurred by us throughout the Project including but not limited to couriers, proofs, stock images and sample materials are in addition to the Estimate.

Revision

The Estimate includes of the number of revisions set out in the Estimate, after which our hourly rate as set out in the Estimate will apply.

GST

Where applicable, GST is payable on fees, charges, expenses and disbursements and will be clearly shown on our invoices. You agree to pay us the amount equivalent to the GST imposed on these fees, charges, expenses and disbursements.

Payment

Fees paid for upfront Consultancy Services are to be paid in full and are non-refundable.

A non-refundable deposit (a percentage of the total Estimate) is required prior to the commencement of the Project.

The balance of the fee are to be paid at various milestones set out in the Estimate.

Unless otherwise stated all amounts are to be paid within seven (7) days of the invoice date. In the event that an invoice is not paid within seven (7) days of the invoice date, we reserve the right to charge interest at a rate of $100 plus GST for every month (or part thereof) in which our invoice is overdue and cease work on the Project until all monies owing to us by you are paid.

We reserve the right to invoice for the completion of the Project when our work on the Project has been completed regardless of whether the Project has been finalised by you.

We do not offer payback schemes or loan arrangements. Acceptance of this Estimate includes full acceptance of these payment terms which are not negotiable.

You acknowledge that we will not hand over a Project to you until all amounts owing by you to us have been fully paid.

You consent to us sending our invoices to you electronically at your usual email address specified by you. 

Project Finalisation

In respect of Projects involving the development and creation of a website, we will ensure that the website is tested prior to the finalisation of the Project, however we do require you to conduct your own testing and approve the Project prior to Project finalisation which will occur two (2) weeks after our live testing of the final version of the website. Testing is carried out at each stage of development.

For the avoidance of doubt, we confirm that we will not be held liable for, or be responsible for fixing, any bugs or errors which may occur on the website post the finalisation of the Project unless such errors or bugs can be directly attributed to default by us. Following the finalisation of the Project you will have full access to and may personalise the website to your liking. Accordingly you are responsible for all changes you make to the website, including, but not limited to, all errors which may result from such changes.

In the event you make a change to your website which results in an error, we may repair it for you. Such repairs fall outside the scope of this Estimate and will be charged on an hourly rate basis.

Authorisation and Copyright

Unless otherwise stated, to the full extent permitted by law, we retain all rights, title and interest in all trade secrets, confidential information, secret formulas, processes, and any methods used in production as well as the individual elements of each Project developed and provided by us including but not limited to content, concepts, graphic elements, code (including source code), working files, draft designs, draft elements and draft copy.

Further and for completeness we confirm that we will not release to you any source code, working files, draft designs, draft elements and draft copy.

We retain all right, title and interest in all original Artwork and website content (including code, design elements and copy) created by us and only assign you the right to use such Artwork and website content for your normal business purposes once our invoices are paid in full. You are not permitted to vary, modify or change any Artwork or website content we create or provide without our express written permission, which may be withhold at our sole discretion.

We reserve the right, and you grant us permission to utilise Projects, company names and logos for the purposes of promoting our business.

Privacy

We will collect personal information from you in the course of undertaking the Project. We manage and protect your personal information in accordance with our privacy policy which can be found on our website.

Confidentiality

We will not, and you must not, disclose or use any Confidential Information that you or we (as the case may be) may disclose to us or you in the course of the Project, except where:

  • it is necessary or reasonably required to make such a disclosure to contractor’s, employees or professional advisors and such disclosure is made on a confidential basis;
  • it is established by means of written records and otherwise that the Confidential Information is already known by the party making the disclosure prior to the date of this Estimate
  • the Confidential Information is in or enters the public domain, otherwise than as a result of a breach by a party of their duty contained herein;
  • a party is permitted or required by law to disclose the Confidential Information;
  • both parties agree to the disclosure in writing; and
  • disclosure is required to enforce these terms and conditions.

For the purposes of these terms and conditions ‘Confidential Information’ means all information of whatever kind relating to your and our clients, customers, sales, business, terms and conditions of supply, pricing information, business plans, marketing analysis, marketing strategies, arrangements with third parties, trade secrets, know how, operating procedures, intellectual and industrial property, financial information, and technical information in whatever form or any other information which one party indicates to the other party is sensitive or confidential or not to be communicated.

External Service Providers

Where we consider it practicable or necessary, we may engage external service providers including but not limited to experts in marketing, branding, graphic design, content writing, photography, website development and administration duties to assist with the conduct of the Project. We will consult you before engaging such service providers.

Testimonials

We reserve the right, and you grant us permission to utilise any comments or testimonials provided by you for the purposes of promoting our business.

Termination by Us

We may cease or refuse to perform further work on the Project:

  • while any of our invoices remain unpaid by you;
  • if you do not provide us with clear and timely instructions to enable us to advance the project;
  • for any other reason outside our control which has the effect of compromising our ability to complete the Project within the required timeframe; or
  • if in our sole discretion we consider it is no longer appropriate to act for you.

If we cease or refuse to perform further work on the Project we will give you reasonable written notice of termination of our work on the Project. You will be required to pay our fees, charges, expenses and disbursements incurred up to the date of termination.

Termination by You

You may terminate our work on the project by written notice at any time. If you terminate our work on the project, you must pay our fees, charges, expenses and disbursements incurred up to the date of termination.