TERMS & CONDITIONS
This document defines the terms and conditions of the working relationship. Unless otherwise agreed to in writing by both the parties, the terms of this Agreement will commence on the date specified.
All services that Graham Winter Psychology Pty Ltd (ACN 31 008 081 258) t/a Graham Winter Psychology may be contracted to produce or provide for the client (referred to as CLIENT) will be subject to the following:
As used herein and throughout this Agreement:
“Agreement” means the entire content of this Basic Terms and Conditions document, the Written Proposal document(s) (if any), Schedule(s) (if any), together with any other Supplements.
“Content” means all materials, information, photography, writings and other creative content.
“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.
“Final Deliverables” means the services and work product specified in the Written Proposal (if any) to be delivered by Graham Winter Psychology to the Client, in the form and media specified in the written Proposal (if any).
“Services” means all services and the work product to be provided to Client by Graham Winter Psychology as described and otherwise further defined in the Written Proposal (if any).
“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables.
1. Confirmation of Project
Before starting a project, Graham Winter Psychology requires the customer's written confirmation, by email that they are agreeing to work with Graham Winter Psychology on a Project for their business, and of acceptance of the Proposal. It will be assumed that this confirmation also binds the CLIENT to these Terms and Conditions.
The CLIENT authorises Graham Winter Psychology to perform the services outlined in this agreement on the CLIENTS’ behalf.
3. Agreement Scope and Period
Services supplied, costs and rates are limited to what is specifically set forth in this agreement. Any additional services will require an additional agreement. We reserve the right to adjust our service and rates after this period.
4. Costs and Fees
Changes and additions outside of the scope of this document will be quoted and invoiced to the CLIENT. The CLIENT will be advised of all costs, changes and additions before commencement of the additional work. Fees for professional services do not include outside purchases such as, but not limited to, travel, workshop hosting fees, catering or facility hire. Expenses are itemised on each invoice. Expenses are subject to GST.
5. Provision of Service
Our provision of the Services is subject to you:
Complying with Your Responsibilities as and when required by us; and
Paying Fees to us in accordance with the Payment Terms.
6.1 The CLIENT agrees to pay Graham Winter Psychology in accordance with the terms specified in each proposal/estimate. Unless specified upfront, the CLIENT will be required to pay a portion of the project cost before commencement of work. This is detailed in the CLIENT Proposal. Unless otherwise specified, all subsequent balances due are payable upon completion of key stages of the project.
6.2 If the CLIENT fails to pay any invoice, Graham Winter Psychology reserves the right to withdraw services and/or delivery of work until past due balances are paid. All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied. Graham Winter Psychology will charge a late payment fee of 5% per month on the outstanding amount. The CLIENT is responsible for any debt collection fees which may come due.
6.3 In the event of cancellation of the project prior to completion, the CLIENT must pay Graham Winter Psychology a fee for work completed, based on the contract price and the expenses already incurred.
Graham Winter Psychology will not disclose to any third party or use, other than for the purposes of this agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of this agreement, which is of a secret or confidential nature relating to the business, equipment, processes, products, services or business strategies offered or employed by the CLIENT.
This obligation of confidence will cease to apply in relation to information that Graham Winter Psychology is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Graham Winter Psychology of its obligations of confidence under this Agreement.
Graham Winter Psychology reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this agreement.
Graham Winter Psychology is confident that the CLIENT’s expectations will be exceeded and as such is notifying the CLIENT that Graham Winter Psychology reserves the right to use the CLIENT’s name and any unused ideas and development in the promotion of Graham Winter Psychology services.
The CLIENT is responsible for all trademark, service-mark, copyright and patent infringement clearances. The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials Graham Winter Psychology uses for this project. The CLIENT indemnifies Graham Winter Psychology against any loss or damage arising directly or indirectly from any unauthorised use of photographs, text, or other Intellectual Property not under copyright ownership of the CLIENT.
11. Project Copyright
After delivery of services and payment of all sums due by the CLIENT, Graham Winter Psychology agrees to assign perpetual and unrestricted copyright to use any materials produced by Graham Winter Psychology as outlined in this agreement to the CLIENT.
12. Force Majeure
Graham Winter Psychology shall not be deemed in breach of this Agreement if Graham Winter Psychology is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God, death, illness or incapacity of Graham Winter Psychology or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Graham Winter Psychology’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Graham Winter Psychology shall give notice to the CLIENT of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
13. Limitation of Liability
The services and the work product of Graham Winter Psychology are sold “as is.” In all circumstances, the maximum liability of its Associates, Directors, Officers, Employees, Design Agents and Affiliates (“Graham Winter Psychology parties”), to the CLIENT for damages for any and all causes whatsoever, and the CLIENT’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net cost of this project as specified in this Agreement. In no event shall Graham Winter Psychology be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Graham Winter Psychology even if Graham Winter Psychology has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that work is postponed or terminated at the request of the CLIENT, Graham Winter Psychology shall have the right to bill pro-rata for work completed through to the date of that request, while reserving all rights under this Agreement.
If additional payment is due, this shall be payable within fourteen days of the CLIENT’s written notification to stop work. In the event of termination, the CLIENT shall also pay any expenses incurred by Graham Winter Psychology and Graham Winter Psychology shall own all rights to the work. The CLIENT shall assume responsibility for collection of all legal fees necessitated by default in payment.
15. Associate Agreements
Any agreements entered into by the CLIENT with Associates of Graham Winter Psychology are done so completely independent of Graham Winter Psychology and are subject to the terms of the Associates agreements which are distinct and independent to any agreement the CLIENT has with Graham Winter Psychology. Graham Winter Psychology cannot be held responsible or liable for any work, work product or terms of the agreement entered into by the CLIENT with the Associate or with any other third party recommended by the Associate or by Graham Winter Psychology.