Our estimate is valid for a period of 45 days from the date of issue.
The following documents should be read together to understand the scope and price of our quoted services:
1.1. ‘Account Manager’ means the account manager assigned by NWO to the Client’s account.
1.2. ‘Administrative and Consumables Costs’ includes but is not limited to phone calls, printing, couriers, proofs, travel, third-party expenses and materials.
1.3. ‘Agreement’ means these terms and conditions and the Schedule.
1.4. ‘Brief’ means the scope of work to be undertaken by NWO developed either:
(a) through consultation between NWO and the Client;
(b) the Client responding to a briefing template provided by NWO.
1.5. ‘Client’ means the person or entity listed in the Schedule.
1.6. ‘Confidential Information’ means all confidential information of a Party or its related bodies corporate including information in any form or media, about the business, systems or affairs of a Party apart from information which:
(a) was in the public domain at the time the information was provided;
(b) became part of the public domain after its provision, otherwise than through a disclosure by the other Party or any person to whom the other Party has disclosed that information
(c) is or came lawfully into the possession of the other Party otherwise than as a result of a disclosure in breach on an obligation of confidence.
1.7. ‘Intellectual Property’ means all intellectual property rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade names, designs, confidential information, trade secrets and know-how, and similar industrial, commercial and intellectual property rights whether or not registered or registrable and includes the right to apply for registration of such rights.
1.8. ‘Necessary Material’ means all artwork, content and other relevant files, including but not limited to finalised content, graphs, charts, images, captions, financial statements and logos necessary for the Services.
1.9. ‘NWO’ means New Word Order Pty Ltd ACN 31 650 589 950.
1.10. ‘Party’ means a party to this Agreement.
1.11. ‘Personal Information’ has the meaning defined in the Privacy Laws.
1.12. ‘Personnel’ means all persons acting on behalf of a party to this Agreement including employees, consultants, sub-contractors and agents.
1.13. ‘Price Quote’ means an estimate of the price for the Services.
1.14. ‘Privacy Laws’ means any legislation or administrative requirement imposing an obligation in relation to the collection, use, disclosure, storage and transmission of Personal Information which is applicable to a party in the performance of its obligations under this Agreement, including without limitation any codes, principles or guidelines continued in or arising out of such legislation.
1.15. ‘Project’ is the outcome of the Services performed by NWO.
1.16. ‘Services’ means the work necessary to produce the Project, are based on the information in the Brief and are set out in the Schedule.
1.17. ‘Standard Hourly Rate’ means the rate specified in the Schedule.
2.1. The Client warrants:
(a) the Brief contains all the necessary information and accurately represents the scope of work to be undertaken by NWO; and
(b) the Services accurately describe the work the Client has engaged NWO to undertake.
3.1. The Fees to undertake the Services and produce the Project are set out in the Schedule.
3.2. The Fees are payable at the times and in the manner set out in the Schedule or Price Quote.
3.3. The Price Quote includes an allowance for Administrative and Consumables Costs, calculated as:
(a) 3% of the Fees; or
(b) where the Administrative and Consumables Costs are higher than 3% of the Fees, the higher amount.
3.4. NWO reserves the right to notify of an increase to the Fees in the event amendments, alterations or updates to either the Brief or the Services are:
(a) requested by the Client;
(b) reasonably required as a result of initial discovery or investigations; or
(c) necessitated by the nature of the Services,
and the Client must accept or reject the increase within a reasonable period of time. For the avoidance of doubt, the Client may accept the increase by conduct, including by persisting with instructions in respect of such amendments, alterations or updates after receiving such notice.
3.5. In respect of clause 3.4, the Client acknowledges and agrees that if an increase to the Fees is not accepted by the Client, NWO shall not be required to undertake any amendments, alterations or updates to the Brief or the Services.
3.6. The Fees are payable within 14 days of the invoice date.
3.7. Where payment is outstanding for longer than 30 days NWO reserves the right to withhold existing and future work until payment is made and received.
3.8. Late payment fees will be charged on overdue payments as follows:
(a) 30 – 60 days late, 5% of the invoiced amount;
(b) 60 – 90 days late, 10% of the invoiced amount;
(c) more than 90 days late, 15% of the invoiced amount.
3.9. NWO reserves the right to engage debt collectors in the event payment is later than 60 days.
3.10. Where NWO has not undertaken work for the Client before, NWO reserves the right to issue an invoice before commencing work for:
(a) 50% of the total Fees; or
(b) 100% of the total Fees if the total Fees are less than $5,000.
3.11. Where NWO has undertaken work for the Client before, NWO reserves the right to issue an invoice before commencing work for:
(a) 50% of the total Fees; or
(b) 100% of the total Fees if the total Fees are less the $5,000.
3.12. NWO reserves the right to request a deposit of 50% of the Fees for:
(a) complex Projects as determined by NWO; or
(b) Projects requiring the engagement of third-party suppliers.
3.13. When the Project to be produced by NWO forms part of a larger body of work, the Client agrees and acknowledges that NWO’s invoice is payable in accordance with this Agreement and not as part of or pending completion of the larger body of work.
3.14. Where the Client engages NWO to undertake Services for a third party, the Client agrees and acknowledges that NWO’s fees are due and payable in accordance with this Agreement and not pending payment from the third party.
4.1. You can accept the Fees and these Terms and Conditions by signing the document (either electronically or manually) and emailing it to NWO.
4.2. NWO will not commence undertaking the Services until the Fees and the Terms and Conditions have been accepted.
5.1. This Agreement commences on the date in the Schedule.
5.2. The Client must provide the Necessary Material to NWO.
5.3. NWO will commence undertaking the Services when it has received the Necessary Material.
5.4. Where NWO determines in its sole discretion the necessary material is deficient, NWO may:
(a) commence the Services regardless but reserve the right to amend the Fees; or
(b) request the provision of additional material from the Client. If the Client is unable to provide the additional material, NWO can:
i. commence work on the Services but reserve the right to amend the Fees; or
ii. terminate the Agreement.
6.1. When NWO completes the Services, it will issue the Project to the Client.
6.2. The Client is responsible for reviewing and checking the Project for errors.
6.3. If the Client is satisfied the Project is free of errors, they must accept the Project in writing to NWO or, where an approval form is issued by NWO, by completing the approval form (Project Acceptance).
6.4. If the Client identifies any errors in the Project, they must notify NWO, who will rectify the errors and reissue the Project to the Client.
6.5. Following reissue of the Project under 6.4, the Client must review and check the Project under clause 6.2 or approve the Project under clause 6.3.
6.6. NWO may, in its absolute discretion, issue an account to the Client for the cost of rectifying the errors.
6.7. NWO may, in its absolute discretion, require Acceptance from the Client before completion of the Services.
7.1. Any request for alterations to the Brief or the Services by the Client must be provided in writing, preferably on a marked-up PDF, to NWO detailing:
(a) a description of the alteration;
(b) the rationale for the alteration;
(c) the effect the alteration will have on the project.
7.2. Upon receipt of the request for alteration, your Account Manager will review the alteration and determine if the Brief or Services encompass the requested alteration.
7.3. If the Account Manager determines the Brief or Services encompass the requested alteration, the alteration will be scheduled for the appropriate time.
7.4. If the Account Manager determines the Brief or Services do not encompass the requested alteration, the Account Manager will issue a quote for the alteration.
7.5. Upon acceptance of the quote issued under clause 7.4, the alterations will be scheduled and invoiced in the manner set out in the Schedule.
8.1. Where the Services entail inputting digital content, time will be allocated in the Services for that to be undertaken.
8.2. In the event the time allocated in the Services is insufficient, additional time required to input the digital content will be charged at our Standard Hourly Rate.
8.3. Although NWO will conduct testing during provision of the Services, the Client is responsible for undertaking testing of the Product (Acceptance Testing) to ensure the Services have been fulfilled.
8.4. If Acceptance Testing is not undertaken, the Client is deemed to have accepted the Project when first launched or on its first public use.
8.5. Where not otherwise stipulated, NWO warrants the functionality of websites produced as a Project for 30 days from the date of acceptance (Warranty Period).
8.6. Alterations and repairs to websites outside of the Warranty Period will be costed accordingly.
8.7. Unless otherwise specified by the Client, NWO will undertake testing of the Project on the following browsers current at the date of this Agreement:
(a) Chrome;
(b) Firefox;
(c) Safari.
8.8. Other browser compatibility (e.g. Internet Explorer or Edge) can be discussed as a separate scope.
8.9. NWO is not responsible for updating, adapting or modifying Projects for updated versions of browsers listed in clause 8.7 or browsers not listed in clause 8.7 following Project Acceptance.
8.10. If a Client’s Project relies on third-party software, the Client is responsible for all licence fees, annual fees and any other fees and charges associated with the third-party software.
9.1. The Deadline for delivery of the Project by NWO is set out in the Schedule.
9.2. NWO reserves the right to extend the Deadline in the event:
(a) the Client changes the Brief;
(b) the Client fails to provide information, feedback or content necessary to complete the Project;
(c) the Client fails to respond to requests by NWO in a reasonably timely manner.
9.3. Where a Project is on hold for more than 90 days due to the Client’s failure to provide information or respond to a request, NWO reserves the right to pause the project and issue an invoice for all work done up to the date the Project was paused.
9.4. NWO will notify the Client 5 business days before pausing a project.
9.5. NWO will, at its discretion, recommence work on a paused Project.
10.1. Subject to the terms of clause 11 but without limiting any other indemnity obligation in this Agreement, the Client indemnifies and must defend and hold harmless NWO, its personnel, agents, successors and assigns from and against all losses, liabilities, damages and claims and all related costs and expenses (including any and all legal fees and costs of investigation, litigation, settlement, judgment, appeal, interest and penalties) in connection with or relating to any of the following:
(a) negligent, wilful or otherwise wrongful acts or commissions of the Client and its Personnel;
(b) fraudulent or dishonest acts of the Client or its Personnel;
(c) any breach by the Client of laws, rules, guidelines or codes of conduct;
(d) any breach by the Client of its obligations and warranties under clause 13;
(e) any breach by the Client of its warranty under clause 15.2;
(f) the death of, or personal injury to, any person to the extent caused by any act or omissions of the Client or any of its Personnel;
(g) any damage to, or loss or destruction of, any real or tangible personal property to the extent caused or contributed to by any act or omission of the Client or its Personnel.
10.2. The Client must indemnify, defend and hold harmless NWO and its Personnel against any Losses arising from any claim or allegation that any of the Necessary Material or any other content, graphs, charts, images, captions, financial statements and logos supplied by the Client:
(a) infringe a third party’s intellectual property rights or moral rights;
(b) constitute an unlawful disclosure, misuse or misappropriation of another party’s trade secret or confidential information or the misuse of any Personal Information.
11.1. To the extent permitted by law and except with respect to liability arising under clause 13, NWO’s aggregate liability arising out of or in connection with this Agreement is limited to the total value of this Agreement.
11.2. Neither party is liable to the other for any indirect or consequential loss, including loss of profit, loss of revenue, loss of opportunity, loss of contract, loss of production or loss of goodwill, howsoever arising.
12.1. Either Party may terminate this agreement by giving the other party 30 days’ written notice.
12.2. If the Client terminates this Agreement under clause 12.1, NWO can issue an invoice for all work done up until the date of termination under.
13.1. Each Party undertakes to keep the Confidential Information of the other Party secret and to protect and preserve the confidential nature and secrecy of the Confidential Information of the other party.
13.2. A party may disclose the Confidential Information of the other party:
(a) to its legal and professional adviser in order to advise that Party in connection with the exercise of rights and performance of obligations under this Agreement; and
(b) to any representative of that party, provided that the disclosure is made for the purpose of this Agreement and the Party imposes an obligation upon the representative to maintain the confidentiality of that material.
14.1. Except as expressly provided in this Agreement:
(a) nothing in this Agreement is intended to constitute a fiduciary relationship or an agency, partnership or trust;
(b) no Party has authority to bind the other Party; and
(c) either Party may terminate this Agreement if the other Party has breached a material provision of this Agreement and has not cured the breach within 10 business days of the date of a written notice identifying the breach.
15.1. This Agreement does not impact the ownership of Intellectual Property owned by a Party prior to entering this Agreement.
15.2. The Client warrants that any materials provided to NWO and which may be used by NWO in the provision of the Services do not and will not infringe any third-party Intellectual Property rights.
15.3. The Client grants NWO a non-exclusive licence for the duration of this Agreement to use the Client’s Intellectual Property to perform the Services and produce the Project.
15.4. All Intellectual Property developed by NWO while performing the Services is the property of NWO.
16.1. GST and invoicing
(a) For the purpose of this clause:
i. GST means a goods and assignment tax, or similar value added tax, levied or imposed under the GST Law; and
ii. GST Law means the same as in A New Tax System (Goods and Assignment Tax) Act 1999 (Cth).
(b) Any consideration or amount payable under this Agreement (Consideration), including any non-monetary consideration, is exclusive of GST.
(c) If GST is or becomes payable on a Supply (as defined in the GST Law) made under or in connection with this Agreement, an additional amount is payable by the Party providing the Consideration for the Supply equal to the amount of GST payable on that Supply as calculated by the Party making the Supply in accordance with the GST Law.
(d) Despite any other provision in this Agreement, if an amount payable under or in connection with this Agreement is calculated by reference to an amount incurred by a Party, whether by way of cost, expense, outlay, disbursement or otherwise, the amount payable must be reduced by the amount of any Input Tax Credit (as defined in the GST Law) to which that Party or a related Party is entitled in respect of that amount.
17.1. This Agreement is the entire agreement between the Parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about the subject matter.
18.1. No variation of this Agreement is effective unless made in writing and signed by each Party.
19.1. A notice, consent or other communication under this Agreement is only effective if it is:
(a) in writing and in legible English, signed by or on behalf of the Party giving it;
(b) addressed to the Party to whom it is to be given; and
(c) delivered:
i. by hand;
ii. by pre-paid mail; or
iii. by email on an email addressed notified by the other Party under this clause.
20.1. The Client must not make press or other announcements or releases relating to NWO, this Agreement or the Services without NWO’s prior written approval, unless the release is required by law.
21.1. Any term of this Agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of this Agreement is not affected.
22.1. Clause 1, 3, 10 – 15 survive termination or expiry of this Agreement.
23.1. Each Party bears its own costs of negotiating, preparing and executing this Agreement.
24.1. This Agreement is governed by the law of Queensland.
24.2. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland.
25.1. This Agreement may be executed in any number of counterparts, each of which, when executed, is an original. Those counterparts together make one instrument.
26.1. Both parties warrant and agree that:
(a) they have the right, power and authority to enter into and perform their respective obligations in accordance with this Agreement;
(b) all corporate and other necessary action has been taken by each of them to authorise the signing and performance of this Agreement; and
(c) this Agreement is valid and legally binding on them in accordance with the terms of this Agreement.
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