Terms & Conditions
1. Acceptance
The Client agrees that provision of the services and deliverables as described in the Estimate (the Deliverables) are subject to these Terms & Conditions, and that these Terms & Conditions supersede all other communications, representations or agreements in relation to provision of the Deliverables.
2. Scope of Deliverables
(a)The Client acknowledges that the Deliverables accurately describes the scope of the project work to be delivered by This is Ikon Pty Ltd (Ikon) (the Scope).
(b)The Client acknowledges that Ikon will not commence work until receipt of the Deposit, unless the Client has made a prior request for Ikon to immediately commence work on the Deliverables and Ikon agrees to that request (Immediate Work Request),
(c)In connection with the Deliverables, Ikon will provide the Client with the number of concepts specified in the Estimate for the Client to choose one concept to take forward (Chosen Concept). Ikon will also make up to the number of revisions (such as colour variations, or font variations) of the Chosen Concept as set out in the scope of the Estimate. Any further changes or revisions to the Chosen Concept are outside Scope and subject to clause 2(c).
(d)Ikon will provide the Client with the electronic files relevant to the Deliverables upon receipt by Ikon of the Final Payment pursuant to clause 4(iii).
(e)The Client may not use the Deliverables until the Final Payment pursuant to clause 4(iii) has been made.
3. Estimate of Fees
(a)The Estimate provides an estimate of fees payable by the Client based on Ikon’s view of the work involved in providing the Deliverables that the Client has described to Ikon (Fees).
(b)The Fees Ikon charges may change if the work involved for Ikon in provision of the Deliverables is greater than anticipated, including where additional images need to be sourced, licensing of images has to be arranged, or photography work must take place.
(c)The Fees do not include expenses that Ikon may incur in provision of the Deliverables to the Client, including:
(i)travel costs;
(ii)courier costs;
(iii)font and image licence charges;
(iv)other usage charges;
(v)international transaction fees, or other bank fees,
(the Expenses).
(d)The Client must reimburse Ikon for any Expenses incurred in relation to the provision of the Deliverables. Ikon will invoice the Client in relation to these Expenses.
(e)The Client acknowledges that, if time spent on any Deliverable exceeds the Estimate due to factors outside of Ikon’s control, including but not limited to the Client not providing materials for use by Ikon (eg. copy, logos, and imagery) in an appropriate format for Ikon’s use in relation to the Deliverables, Ikon may invoice the Client for additional time incurred above the Fees, charged at the hourly rate specified on the Estimate.
4. Payment
(a)Other than in relation to an Immediate Work Request, the Client must pay Ikon:
(i)50% of the Fees within 7 days of being invoiced by Ikon (the Deposit) for Ikon to commence work on the Deliverables;
(ii)25% of the Fees plus any additional charges, and any Expenses incurred to date, within 14 days of Ikon delivering the first presentation of the Deliverables to the Client, as invoiced by Ikon; and
(iii) the remaining 25% of the Fees, plus any additional charges, and any Expenses incurred to date that have not already been invoiced, within 14 days of the provision of the Deliverables to the Client, as invoiced by Ikon (Final Payment).
(b)In relation to any Immediate Work Request, the Client must pay Ikon within 14 days of being invoiced by Ikon.
(c)If your account becomes overdue and you do not make satisfactory arrangements with us for payment, then we may stop providing services to you and take action to collect the amount due. In addition to charging you interest on the unpaid amount at the rate of 8% per annum. Ikon may also charge you the costs that it incurs in taking steps to collect the amount due from you, including the full costs charged to Ikon by any debt collection service.
5. Intellectual Property
(a)Effective upon and subject to receipt of final payment in accordance with clause 4(iii) or any payment owing under 6(d), Ikon hereby assigns any and all intellectual property rights in the Deliverables owned by Ikon to the Client. Examples of this include the copyright in any logo, or copy that may be part of the Deliverables. Upon request, Ikon will execute any further documents necessary to give full effect to this assignment.
(b)In relation to any intellectual property rights that are assigned to you in accordance with clause 5.2, the Client hereby grants Ikon with a perpetual, world-wide and royalty-free licence to reproduce, publish communicate to the public, or make an adaptation of any of the Deliverables for Ikon’s marketing and promotional purposes.
(c)While Ikon uses its best endeavours to ensure that the Deliverables do not infringe any third party intellectual property rights, the Client is solely responsible for ensuring that the Deliverables do not infringe, and will not by the Client’s use, infringe any third party rights.
6. Variation
(a)Any request by the Client for Ikon to undertake work that is outside of the Scope, or to change the Scope after the Deposit has been paid in accordance with clause 4(i), must be made in writing (Scope Change).
(b)In relation to any Scope Change, Ikon will provide an updated Estimate to the Client in relation to the Scope Change (Revised Estimate), or, at the Client’s election, Ikon will charge the Client in relation to the Scope Change at an hourly rate specified by Ikon on the Estimate.
(c)If a Scope Change has been requested by the Client, the Client acknowledges that all work by Ikon on the Deliverables may cease until the Client accepts the Revised Estimate, or elects to be charged at the specified hourly rate.
(d)Where the Client requests a variation to an Immediate Work Request, Ikon will invoice the Client and the Client will pay Ikon for the Deliverables Ikon has undertaken being the Fees prorated to reflect all works undertaken to date as part of the overall Scope, and any Expenses incurred by Ikon, up until the variation request from the Client.
7. Cancellation
(a)The Client may cancel its request for the Deliverables at any time provided that request for cancellation is made in writing.
(b)In the event that the Client’s cancellation is made prior to the payment of the Deposit, unless work has already commenced because of an Immediate Work Request in which case clause 7(c) applies in respect of any cancellation, Ikon will not invoice the Client for any Fees or Expenses.
(c)Where the Client has made an Immediate Work Request and subsequently cancels its request for the Deliverables, Ikon will invoice the Client and the Client will pay Ikon for the Deliverables Ikon has undertaken being the Fees prorated to reflect all works undertaken to date as part of the overall Scope, and any Expenses incurred by Ikon, up until the cancellation request from the Client.
(d)If the Client cancels its request for the Deliverables at any time after the payment of the Deposit, then Ikon will invoice and the Client will pay Ikon for such of the Deliverables as Ikon has undertaken being the Fees prorated to reflect all works undertaken to date as part of the overall Scope, and any Expenses Ikon has incurred.
8. Limitation of Liability
In no event is Ikon liable for any loss or damage relating to the Client’s use of any of the Deliverables, including, but not limited to any loss or damages arising out of a third party claim for infringement of intellectual property rights.
9. Amendments
Any modifications to these Terms & Conditions including the incorporation of additional terms, may only be made in writing, signed by both parties, specifically identifying and purporting to modify these Terms & Conditions.
10. Severability
Any provision of these Terms which is invalid in any jurisdiction must, in relation to that jurisdiction:
(a)be read down to the minimum extent necessary to achieve its validity, if applicable;
(b)be severed from these Terms in any other case,
without invalidating or affecting the remaining provisions of these Terms or the validity of that provision in any other jurisdiction.
11. Governing Law
(a)This agreement is governed by and shall be construed in accordance with the laws of New South Wales, Australia.
(b)The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to this agreement, its performance or subject matter.