Below are Ash Vos Brand Consultancy (throughout will be referred to as AVBC) standard terms and conditions. It is vital that you (The Client) please take time to read through thoroughly and ensure you fully understand these terms and conditions and their implications before you commence any project with AVBC. Please also note that from time to time AVBC may need to alter these terms and conditions without notice. Please contact us if you do not understand any of the terms and conditions in this document.

Commencement of work
Agreement to work with, and submission of a brief and payment of deposit to AVBC constitutes agreement to these terms and conditions.

Payment Terms
“The Client” agrees to pay a 50% deposit of the quoted amount to commence any project, with the balance payable prior to final delivery. Once research, resources allocated or work has commenced on a project, this deposit is non-refundable. In the case of a change of mind by “The Client” this deposit is non-refundable. AVBC endeavours to provide services that meet and exceed a client’s needs and expectations, but in the event of a “change of mind” (after a project has commenced) by “The Client”, the initial 50% deposit is forfeited, plus a prorata payment based upon the time spent. If the work time exceeds 4 calendar weeks in duration, “The Client” agrees to a progress payment of 50% of the balance per month until the conclusion of the project, with any outstanding amount payable in full upon delivery. All accounts must be settled in full prior to the release of the final delivery to “The Client”. Transfer of account ownership and website “go-live” will occur when accounts are settled in full by the due date. When required, “The Client” can be issued with final assets watermarked with the AVBC logo. Accounts which are not paid COD will incur a late administration fee of $100AUD + GST. Accounts which remain outstanding for 14 days after the date of invoice will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding. If you are having difficulty paying your invoice, please get in touch as soon as you are aware of the issue, so we can discuss a solution that works for you or your company.

Design samples
“The Client” also agrees to allow AVBC to showcase any/all work created in the course of a project as part of the AVBC portfolio. AVBC acknowledges the confidential nature of projects and agrees to only display project work once product/site has been publicly launched/commences.

Force Majeure
AVBC shall not be liable for any failure or delay in supply or delivery of products/services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of AVBC. Including but not limited to war, natural disasters, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.

Fees for service
It is agreed that the fee for service shall be the cost estimates provided via email, unless work undertaken exceeds work outlined. If work undertaken exceeds the items specified in the quote, “The Client” agrees to pay appropriate fees for the excess work, outside the scope of the original agreement. Where ever possible the client will be notified of increases in the scope of the project.

Excess work
This is defined as any work involving additions to the list of items defined in the Estimate of Services or changes to all pieces of finished artwork after sign off by an authorised representative of “The Client”. From time to time “The Client” will require extra requirements during a project, or extra files upon completion of a project. The client will be informed that the alterations or changes requested fall outside the scope of the original estimate. If the client wishes these alterations to be made they must agree in writing, and a fee of $140 (plus GST if applicable) per hour will be payable. Should additional work not initially quoted for be requested during the project process, a progress payment will be payable prior to further work being carried out. Otherwise, all additional costs will be added to the final invoice, payable prior to delivery of design files. Publication and/or release of work performed on behalf of the client by “AVBC” may not take place before cleared funds have been received. Any booking fees, delivery fees, creative service commencement fees, or progress payments are non-refundable once work has commenced if the contract is terminated by the client, after work has commenced.

Liability & Litigation
It is agreed that all work and materials provided for “The Client”by “AVBC” will be free and clear of all liens and encumbrances and may be lawfully used by “The Client” without infringing upon the rights of others including, and without limiting the generality of the foregoing, any copyright trade secret patent or trade mark rights of any third party. It is agreed that “AVBC” indemnify and hold “The Client” harmless from and against all claims for injury or death to persons or damage to property (including cost of litigation and legal fees) caused by, arising from or incidental to the services to be performed during the performance of the work outlined, except any such claims which are caused by the negligence of “The Client” or its employees, and it is agreed that we shall notify “The Client” in writing of full details of any such claim. Under no circumstances shall AVBC be liable to “The Client” for an indirect or consequential loss suffered by “The Client” relying on the information included in the supplies prepared by AVBC including (without limitation) loss of profit, loss of contracts or pure economic loss. Any liability is strictly limited to the direct losses associated with remedial costs of the supplies only, not to include claims for delays, out of sequence working, non productive overtime, award of costs, etc. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.

Copyright
AVBC retains full ownership of the strategies, concepts and materials it produces. Once a final concept is delivered to a client and full payment is received, complete ownership rights to the concept transfer to the client. Unused concepts remain the property of AVBC. AVBC may still use paid-for concepts in its promotional materials and in its design portfolio. Unless the client requests otherwise, AVBC retains the right to display a small byline claiming design credit on works it produces, except for corporate stationery. This granting of copyright does not extend to the use of design proposals and concepts submitted to but not approved for the work outlined. Until final payment AVBC retains ownership of all artwork and website architecture. AVBC reserve the rights to certain elements used to create your projects including RAW files, fonts, patterns, stock images, textures, colour palettes and other non exclusive items. AVBC reserve the right to use stock images in the creation of designs if required. Costs of this will be outlined to the client prior to purchase if not included in the proposal quote. Other than for the promotional use of AVBC all services provided shall be for the exclusive use of the client’s said purposes only. Designs may not be used for other promotional items, website or printed materials without permission. Upon payment of all invoices, reproduction rights for all approved final designs created by AVBC shall be outlined in the Project Proposal. For additional usage, price will be assessed as needed. In accordance with the Australian Copyright Act (1968), ‘licensing of copyright is subject to a mutual agreement made between client and designer’. Copyright will remain property of AVBC till such time an agreement is in place. As part of AVBC terms of business, the copyright licence is automatically released to the client on receipt of final payment for the commissioned work. AVBC reserve the right to use all artwork produced, concepts produced in the course of the project (including those concepts not selected) and revisions for the purposes of promoting AVBC in print or digital media portfolios, social media and blogs, except where the client has specifically requested in writing otherwise.

Goodwill
This proposal assumes goodwill from both AVBC and “The Client” regarding: What can reasonably be achieved in a given time frame. Making best use of resources to achieve the most effective outcomes.

Resending Uploading Files
If a client loses or accidentally deletes the files delivered by AVBC at the completion of the project, AVC can re-upload to Google Drive or DropBox, for a fee of $250 per request (plus GST). Providing the request from the “Client” has been made within 2 years from the date of completion.

International Work
Some of AVBC clients come from outside Australia. Being a niche market we are global specialists in the field of marketing/ advertising, graphic/ web design and film/ post production and as such create work across the world, using contemporary communication methods such as Skype, Zoom, Google, Drop Box, email and chat, along with the more traditional devices such as telephone.

Termination policy
From time to time circumstances beyond the control of either party may result in the need for project cancellation. In the event of the client cancelling a project after a project has commenced, the advance payment (deposit) will be forfeited in lieu of compensation to AVBC. This is to cover strategy, design and administration time spent, resources purchased and allocated, research time and administration costs. If the project is more than 50% completed (this is determined by AVBC and the client by negotiation) a prorata payment is payable for time spent up until cancellation notice, at an hourly rate of $140 per hour plus GST. If a project is cancelled by AVBC, due to unforeseen circumstances, the deposit will be refunded in full to the client in a timely manner. In the event of cancellation of the project by the client, ownership of all copyrights and the original artwork and disks shall be returned and retained by the AVBC.

Confidentiality
It is agreed that employees of “AVBC” shall not at any time either during the continuance of the work outlined or thereafter, except in the course of their duties, divulge any of the confidential affairs of “The Client” or any of its clients or associated companies to anyone whatsoever without the previous consent in writing of “The Client”.

Late payments & Default
Accounts which are not paid within 15 days will incur a late administration fee of $100 + GST. Accounts which remain outstanding for 30 days after the date of invoice will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding. An account shall be considered in default if it remains unpaid for 30 days from the date of invoice or “the client” has stated expressly that they do not intend to pay an invoice by “AVBC”, unless prior arrangements have been made. “AVBC” shall at it’s sole discretion suspend any and all services provided to the client by “AVBC” or it’s subsidiaries (including but not limited to hosting, websites designed files, concepts, artwork, and email) and employ debt collection measures until the total outstanding balance has been fully paid. This includes any and all unpaid accounts due for services ordered, including, but not limited to design, hosting, domain registration, search engine submission, maintenance, sub-contractors, printers, photographers and libraries plus bank interest calculated daily for each day payment is overdue. Suspension of such services does not relieve the client of it’s obligation to pay the due amount. Files on external servers, such as hosted e-commerce solutions will be removed and held until payment is made or for 30 days until the client has paid for their invoices in full.“The Client” whose account is in default agree to pay “AVBC” reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions. “AVBC” retains all copyright for work performed until full project costs have been paid. “AVBC” reserves the right to reuse or resell work undertaken in the case of payment default. “AVBC” accepts no liability or responsibility for loss of income or damage to the client for work removed from third party servers, as a result of non-payment and “The Client” will not take legal action for any situation arising from invoice disputes or removal of the disputed work in such cases

Amendments to these Terms and Conditions
All and any amendments to the terms and conditions outlined in this submission must be provided in writing by “The Client”and signed by an authorised representative of “AVBC” prior to the commencement of work outlined in this submission.

Freelance contractors and confidentiality
To ensure we can stay on the top of our game we partner with the best in the business on many projects. Each contractor AVBC engages functions as an extension of our team. We aim for a collaborative process wherever possible and contractors will be involved as much as possible. Contractor fees and services will be managed by AVBC. Where relevant, contractors can sign NDA or similar agreements. Image, music and footage licenses must be agreed prior to the commencement of a project and upheld by the client. All contractors employed by “AVBC” are held to a strict confidentiality and nondisclosure agreement. Contractors of “AVBC” are also bound by a strictly enforced non-solicitation agreement for a period of 36 months after the conclusion of their work with “AVBC”. If this was to be breached by the contractor “AVBC” will take swift and reparatory measures to ensure “The Client” is made aware that the contractor in question is no longer a representative of “AVBC” and acting independently. Furthermore the unlawful contractor will be prosecuted through legal channels to the full extent of the law in such cases. “AVBC” aim for complete security of our clients and if we select contractors it is based upon previous work, references, and global checks with previous employers, as well as compliance with strict “AVBC” guidelines of professional behaviour and ethics.

Disclaimer
Graphic design, strategy, photography, TVC, illustration and marketing are all highly creative and subjective art forms. As such “AVBC” takes every possible care with professional advice offered and any suggested creative concepts and/or their implementation, however AVBC cannot be held responsible for variations between expectation and outcome.

Intellectual property
If during the course of providing the services we develop, discover, or first reduce to practice a concept, product or process which is capable of being used, sold or patented, then such concept, product or process will remain our property and you must not use or otherwise appropriate such property without first obtaining our written consent.

Warranties & Liability
Without limitation, we will under no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity (E.g. website maintenance, failure to meet client production deadlines).

Termination
We reserve the right to suspend services immediately at any time and without liability if you fail to perform your obligations under these terms and conditions, including failing to make payments to us by a due date.

Breaches
If you breach any terms or conditions and fail to remedy such breach within 14 days of you receiving written notification from us indicating the breach and requiring its remedy then we may at our discretion treat this document as terminated, in which case we will retain the Intellectual Property Rights in the services even if we had previously agreed to assign it.

Monthly Retainer Clients
By approving an initial monthly retainer quote, the client agrees to the application of a monthly fee for works for a minimum of 3 calendar months or 90 days. The client will be automatically invoiced in advance or monthly for the duration of works carried out. To cease agreement, the client must in-writing communicate with the Director of “AVBC” or project manager representative within 31 days notice.

Contact
a@ashvos.com