Terms & Conditions
The terms and conditions of our working relationship are defined below. All projects or services that we produce or provide for you will be subject to the following:
The following definitions apply:
“Client or Customer” means you, a person or entity entering into an agreement for the supply of goods and/or services by the supplier and includes the customer’s agents and permitted assigns.
“Supplier” means us, Rebecca May Taylor sole trader, trading as Food Design Studio, as the supplier of goods and/or services in the Proposal/Creative Brief and includes the supplier’s agents and permitted assigns.
“Goods” means any goods supplied by the supplier including those supplied in the course of providing the services.
“Services” means the services to be provided by the supplier to the customer in accordance with a Proposal and these terms and conditions of trade.
These terms and conditions apply to all trade transactions between the customer (you) and the supplier (us) relating to the provision of goods and/or services, including all proposals and project revisions, alterations & modifications.
These terms and conditions take precedence over terms and conditions contained in any document of the customer or elsewhere. Variation, waiver or a party’s consent to a departure from a provision of the terms and conditions will be ineffective unless in writing and executed by both parties.
The fee in this proposal is our best estimate given the information provided by you. If additional information is forthcoming and the project brief changes or the scheduling changes for any reason (e.g. staff or equipment are unavailable, weather may impede), the proposal may change.
Once we receive written notification of your acceptance of the proposal electronically, we’ll contact you to commence the project.
Project Revisions, Alterations & Modifications
New work requested by you and performed by us after a proposal has been accepted is considered a revision, alteration or modification and will be invoiced on an additional estimated time and costs basis.
A project schedule will be established and adhered to by both you and us. Where you do not adhere to a project schedule, final delivery dates will be adjusted accordingly.
Invoicing & Payment
Upon acceptance of this proposal we will send you a tax invoice for a 20% deposit if the total payment is over $500 AUD. The project will commence once we can confirm receipt of the 20% deposit.
If the project total is less than $500 AUD, we will send you a tax invoice once the project has been delivered. Our payment terms are 14 days once a project has been delivered.
Any revisions, alteration and modifications that add work to the project scope in the original accepted proposal will be invoiced in full separately.
Your invoices must be paid as and when due, according to the invoice due date. If your invoice is due but unpaid, we may withhold the provision of any further goods and/or services until overdue amounts are paid in full. We have absolute discretion to apply any payment received from you to any amount owing by you.
Accounts more than one month overdue will be handed on to our debt collection agency. All expenses, costs or disbursements incurred by us in the recovery of monies outstanding shall be paid by you.
Should you advise we can start work but then subsequently decide not to proceed, for any reason, we will invoice on a time and costs basis any expenses incurred up to the time of the cancellation notice.
Either party may terminate a project by written notice. We will invoice only the amount of time and costs incurred up to the time of the termination notice.
We will take all reasonable precautions to safeguard the property (e.g. products) you entrust to us. However, in the absence of negligence on our part, we are, to the fullest extent of the law, not responsible for loss, destruction or damage of such property.
All Final Imagery will be delivered via an electronic download link, unless otherwise specified.
All property (e.g. products) you entrust to us can either be picked up from our photography studio or we can deliver it to you using Australia Post’s regular mail. Alternatively you may choose for us to arrange your products to be couriered to you by our preferred courier, at your expense.
Copyright & Ownership
The following definitions apply:
“Client Control” means all materials, information, photography, text and other creative content provided by you to us for use in the preparation of and/or incorporation into the Final Imagery and deliverables.
“Final Imagery” means the imagery as is outlined in the finalised proposal and delivered to you.
Delivery of the Final Imagery will include the published form of the images. Subject to payment of all fees and expenses in full, you are granted an exclusive, perpetual, assignable, irrevocable and unrestricted license to use and publish the Final Imagery in accordance with the terms outlined in Permitted Use.
Ownership of Intellectual Property Rights
Unless otherwise provided, all intellectual property rights in the Final Imagery are our sole and exclusive property as and when they are created. Your rights in relation to the Final Imagery are set out in the Permitted Use section below.
Subject to payment of all fees and expenses, you are granted an exclusive, perpetual, assignable, irrevocable unrestricted license to use and publish the Final Imagery. Under this license, we agree to license you to use the Final Imagery on the following terms and conditions:
unless specifically agreed, the license does not confer any intellectual property rights to you, except as a licensee; the license will begin operating from the date of payment of our fees in full;
you indemnify us, and will keep us indemnified, against any loss, damage or claim arising in any way, whether directly or indirectly, from any breach of this license, or any claim by any third party in relation to your use of the Final Imagery; you must not use the Final Imagery so as to derogate or harm or adversely reflect on our reputation; and you must not represent that we have approved or endorsed you, your products or services in connection with the Final Imagery without our consent.
Use of the Final Imagery
Notwithstanding anything above, we shall retain the right to use the Final Imagery in our promotional and marketing activities, including participation in photographic competitions, use in photographic publications and electronic, printed or other portfolio use.