Terms of Trade

Basis of Quotation or Estimate
All MindWorks quotation are based on the current costs of production and prices will remain unchanged for a period of 30 days. If not accepted within this period it may be varied.The quotation is based on sighting manuscript and typographical specifications. In the absence of copy or complete specifications an estimate only will be given.

The quotation does not include any costs which may be incurred by MindWorks for handling or storing material supplied by or on behalf of the customer.

Proofs are not included for any work unless specifically noted on the quotation. Client's alterations shall be an additional charge. If the client does not specify a style and type, the style and type shall be determined by MindWorks and changes from that style and type shall be clients' alterations at an additional charge.

Revision charges - Any cost estimates provided in an quotation allow for one set of low-to-medium level copy revisions between concept and artwork development stages and accommodate changes "within reason" which means simple additions and deletions to copy or small layout changes, being as a general rule, within 15% of the original work.

Changes greater than those “within reason” will attract the following additional charges:

Small changes where the revisions affect 15-30% of the original work will incur a revision charge of 30% of the estimate;

Large changes where the revisions affect 30-60% of the original work, will incur a revision charge of 45% of the estimate; and

Major changes where the original work is changed by over 60% will incur a revision charge of 60% of the estimate.

One signed proof must be returned to MindWorks when this is required to proceed with the order. This proof must be marked O.K. or O.K. with corrections. Variations required from poor or unsuitable supplied copy will be an extra charge.Where known the quotation includes the costs of goods of services which MindWorks may, or is required by the client to specially acquire for the work. Where such costs are unknown at the time of quotation the uncosted goods or services may be indicated on the face of the quotation and the costs may be advised to the client prior to work commencing on the goods.

Acceptance
Acceptance of the quotation shall be an acceptance of these Terms and Conditions unless others are negotiated between MindWorks and the client. All quotations must signed and a copy returned to MindWorks.

Delivery and Payment
Delivery will be arranged by MindWorks with its usual carriers on behalf of the client. The risk in the product shall pass to the client upon delivery by MindWorks at its premises to the client or agent, or to the carrier engaged by MindWorks for delivery to the client.

Any goods not taken by the client as at the dates stated for delivery shall be paid full within 7 days from that date. Such goods will be at the clients' risk from that date.

Payment shall become due upon notification by MindWorks to the client that the goods are ready for delivery. Normal payment terms 14 days from delivery of each phase (Account Management, Creative Development) unless prior agreement made in writing.

Should work be required to be delivered prior to the date specified on any quotation and should such delivery necessitate overtime being worked or other additional costs being incurred, this will be brought to the attention of the client and the charge be made to cover the enhanced cost will be quoted to the client. Expedited work will only then commence.

Where the client has observed a proof being taken of the product and has examined the proof and found it satisfactory, the receipt of the product by the client shall be deemed to constitute an acknowledgment by the client that the product was received by the client in an undamaged condition.

MindWorks shall be entitled to require, at the end of the month from the date upon which work was commenced, a progress payment amounting to the percentage of the value of work completed to date. Payment terms are 14 days from invoice date.

Work produced in an experimental way: at the client's request including any management time spent preparing recommendations or quotations, creative concepts, design layouts and finished artwork shall be considered an order.

Cancelled Orders
In the event of orders being cancelled the client will compensate MindWorks for all work done, materials used, ordered and specially procured, including pro rata management head hours spent preparing recommendations and quotations, to the date of cancellation at MindWorks normal charge rate.

Suspension of Work
The suspension by the client of any work, for any reason whatsoever, for a period of 30 days shall entitle MindWorks to payment in full for the portion of the work completed including pro rata management head hours spent preparing recommendations and quotations, at the date of suspension.

Liability
MindWorks shall not be liable in respect of any failure to comply with any time limit for delivery of any work, however such failure arises whether by negligence on behalf of MindWorks or otherwise, unless MindWorks specifically agrees to comply with those deadlines in the quotation. Except where otherwise agreed, all claims must be in writing to MindWorks within 7 days of receipt
of goods beyond which no claims, except those which are imposed by statute and cannot excluded, restricted of modified, can
be entertained.

Suitability
Where goods are provided or work is done in accordance with the clients order no warranty, except those provided by statute and which cannot be excluded is given or shall be given that the goods or work are suitable in size, shape, capacity, quality, or otherwise for the purpose for which the goods are bought or the work is done and MindWorks shall not be liable for any damage resulting from the unsuitability of such goods or work for any purpose for which the same may be used.

Where MindWorks makes available or offers to make available to the client for approval or correction a proof of typesetting, artwork, film or other material which MindWorks is to deliver to a newspaper, publisher, printer or other destination prior to the delivery of the material and the client fails to give such approval, make corrections or accept the offer made prior to the time stipulated for delivery, MindWorks shall not be liable for any direct or consequential loss sustained by the client due to error, misinterpretation or other than acts of negligence on the part
of MindWorks which inspection of such proof of material should
be revealed.

Breach of Contract
MindWorks or the client shall be entitled to terminate work in the event of any breach by the other party of any term contained or otherwise form in part of this contract or the other party being unable to pay their debts: or, in the event of the other party committing an act of bankruptcy, entering into liquidation or entering into a scheme of arrangement with its creditors or, if being a company, being placed under official Management or a Receiver being appointed by the other party under the provisions of the Companies Act or Ordinance in force in the State or Territory.

Force Majeure
Contracts and deliveries may be suspended in the event of any tempest, riot, civil disturbances, war, strike, fire, accident, theft, crime, or cause which could not have been prevented MindWorks and which reasonably prevents or retards delivery of work and no responsibility shall be attached to MindWorks for any delay, default, loss or damage due to any of the above causes.

Responsibility
MindWorks shall not be liable for any loss or damage in respect of loss of register owing to causes beyond their control. Except to the extent that the client has the benefit of any non-excludable statutory rights whether as a consumer or otherwise, the liability of MindWorks for any loss or damage including loss of press time or spoilage materials, shall be limited to any one or more of the following at the option of MindWorks:
i) The replacement of goods or the supply of equivalent goods,
ii) Repair of the goods;
iii)The payment of the cost of replacing the goods or of acquiring equivalent goods;
iv) The payment of the cost of having the goods repaired.

Should work be required to be delivered prior to the date or delivery on the face of the quotation every effort will be made to secure freedom from defects but reasonable allowance must be made by the client in such cases if quality is affected.

Because of the difference in equipment and conditions between the proofing and pressroom  operations, a reasonable variation between proofs and the completed job shall constitute an acceptable delivery.

MindWorks shall take all reasonable steps to ensure that materials supplied to a client, newspaper, publisher or printer is within accepted trade standards and specifications but can accept no liability for the failure or inability of the newspaper, publisher or printer to reproduce the material to the expectations of the client.

Contracts and deliveries will be suspended and MindWorks is not responsible for any loss or damage arising as a result of delay in or interruptions to the completion of the work caused by malfunction or breakdown of machinery or vehicles belonging to MindWorks, its servants, agents or Independent contractors or any other unforeseen occurrence outside the direct control of MindWorks or its servants or agents.

Artwork and Materials Supplied by or
Produced for Client.
MindWorks shall be responsible for the risk and cost of all spoilage of materials supplied by the client where such spoilage is caused during processing by negligence or willful act or omission on the part of MindWorks or its servants or agents.

Where the client supplies materials, adequate quantities shall be supplied to cover spoilage.

Unless otherwise agreed in writing all artwork or materials supplied by the client or manufactured or purchased by MindWorks to complete the clients' order ("materials in progress") shall be the property or the client. MindWorks agrees to retain all materials in progress for a period of 3 months from the date of completion of the work ("the retention period"). If by the end of the retention period the client has given no specific instructions in writing in relation to the materials in progress MindWorks shall be free to dispose of them in any manner whatsoever provided such disposal is in accordance with any State Act or territory Ordinance relating to the disposal of unclaimed goods.

Where materials or equipment supplied by the client are in the opinion of MindWorks unsuitable for the work they shall so inform the client who shall then decide whether or not to proceed with the work. If the client decides to proceed or if MindWorks has been unable to form an opinion that the materials or equipment are unsuitable then MindWorks accepts no responsibility for imperfect work caused by defects in or unsuitability of such materials or equipment.

Lien
MindWorks shall in respect of all unpaid debts due from the client have a lien on all goods and property in his possession to the extent allowed by law. MindWorks shall have the right of disposal of goods subjects to the provision of any State Act or Territory Ordinance provided they have complied with that Act or Ordinance.

Copyright
Where the client orders the reproduction of any drawing, photograph or other work which may properly form the matter of copyright protection the client warrants that he has acquired all legal rights in the works which he requires to be reproduced and undertakes to indemnity MindWorks Communications in respect of any liability for copyright infringement consequent upon such reproductions. This also includes hiring of photography where the client chooses not to pay complete royalty fees based on actual reproduction quantities and image usage.

Ownership of Drawings, Concepts and
Intellectual Property
MindWorks original designs remain their exclusive property and may only be reproduced with the consent of MindWorks, until purchased and fully paid for by the client. These designs are only sold for the original purpose as intended by the specific project specifications.

Creative concepts, designs and dummies submitted by MindWorks on a speculative basis (regardless of pitch fee) shall remain the property of MindWorks, until purchased and paid for by the client at the total quoted price or as negotiated in writing.

Sub-Contractors
MindWorks reserves the right to engage sub-contractors to part or all of the work and the subject of this contract.

Saving
Notwithstanding that MindWorks or the client might agree in respect of any particular transaction either by implication to waive any one or more of the above terms and conditions such agreement shall in no way release the client or MindWorks from any other obligation or requirement set out herein unless such other obligation or requirement is consistent with the waiving of the term or terms.

Arbitration
All difference and disputes between MindWorks and the client arising in connection with this contract shall be to arbitration.

Definitions
Wheresoever the words MindWorks (being MindWorks Communications and MindWorks Studio) are used in this quotation or those terms and conditions they shall be deemed to mean the person, firm or company making the offer and the client shall mean the person, firm or company to whom such, offer is made.

Size is understood to mean linear scale, not area. An order for half size, for example, shall mean reducing the perimeter of the original by one-half photographic reductions being controlled by the proportion of original. Size must be clearly indicated on copy.

© MindWorks Marketing Communications Pty Ltd

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