In the following Terms and Conditions, KookaburraDesign is referred to as "KD", and the Client is referred to as "the Client".

1. Amendments

KD reserves the right to change this document at any time, at which time a notice will be posted on the KD website advising of date of such changes. The following Terms and Conditions of Service apply to all products and services provided by KD.

2. Acceptance of Terms & Conditions

All work is carried out by KD on the understanding that the Client has read, understands and agrees to be bound by KD Terms and Conditions.

3. Quotations

Upon requesting a quote, the Client will be sent a written confidential quotation in electronic or printed format. The quote will outline the costs for services requested, and will include an estimated time-frame of delivery.

All quotes are valid for 30 days only, and are subject to change should the scope of requested project change, or if more resources are necessary to complete the project than originally anticipated. Any changes to quotes will be in consultation with the Client.

4. Project Acceptance

The written quotation supplied by KD will outline any required fees and costs that must be paid prior to work commencing on the project. Payment of the required booking or commencement fees signifies the Clients acceptance of KD's Terms and Conditions. Once payment is received, a contract to complete the work exists.

Should the required fees not be received by KD within the above-mentioned 30 day period, the quote is considered null and void. Should the Client still wish to continue with the project, a new quote will be supplied by KD.

Due to high-demand, KD sometimes accepts work on a booking basis. This is a "first come, first served" arrangement and in order to confirm your booking, a non-refundable deposit of 20% of the quoted project costs will become immediately due to secure the booking at the quoted price.

5. Briefs and Changes to Projects

Once the project quote has been accepted, the Client is required to submit a final, authoritative Project Brief outlining the total project scope.

Should the above-mentioned Project Brief supply information that differs to or contradicts information supplied by the Client during the initial quotation process, KD reserves the right to alter the project costs and time lines appropriately in consultation with the Client. KD retains the right to decline to carry out any work not detailed in the original authoritative Project Brief, without giving reason.

Should the Client wish to alter the description or nature of the project, the Client will submit a written request to KD to provide additions to the project, or modify the scope of the project.

After receipt of this request from the Client, KD shall provide the Client with a written statement ("Change Brief") setting forth:

1. The nature of the change requested,
2. The anticipated effect of implementing the requested changes upon the related Project Brief
3. Any changes to the estimated time of delivery and price adjustments, and other such information as either KD or the Client deems material.

After submission of a Change Brief to the Client, the Client shall accept or reject it in writing within 5 business days. If the Client fails to accept the Change Brief, the original unmodified Project Brief shall remain in effect.

Once the Client accepts the Change Brief, the change brief becomes part of the authoritative Project Brief.

KD retains the right to decline changes outside of the original project scope, without giving reason.

6. Deadlines and Delivery Dates

KD shall use commercially reasonable efforts to meet all project schedules and requested delivery time frames agreed upon in the Project Brief. Such scheduled dates and delivery time frames in all cases represent estimates or targets only, and should never be accepted either explicitly or implied as a guarantee of delivery on or prior to the above-mentioned dates.

The Client agrees not to hold KD liable for any consequential losses associated with project delays, for any reason.

7. Design

During the design process, it is expected that the Client will work with KD to reach the results outlined in the project briefs. This includes providing timely feedback on creative presented, as well as a willingness to clarify and elaborate on details as required. The Client must at all times work with KD to achieve the outcomes specified in the Project Brief.

Ownership of the final components supplied by KD in fulfillment of the Project Brief is only transferred to the Client upon final payment of all outstanding fees and costs. Any discarded concepts, ideas, designs and/or code remain the property of KD, and must not be used by the Client under any circumstances, unless purchased separately.

The Client grants explicit permission for KD to use above-mentioned final components for self-promotional purposes.

While KD takes all care to ensure error-free documents and designs, it is the Clients' responsibility to notify KD of any error or omissions prior to finalization of the account. Changes after finalization of accounts will incur a separate fee.

8. Project Completion

A project is deemed complete when the requirements detailed in the authoritative Project Brief are fulfilled by KD. Project Acceptance is otherwise implied by;

1. Written acceptance of the project by Client
2. Use and/or distribution of files or designs by Client
3. Failure of Client to respond to requests for information after 30 days.

9. Payment Terms

Prior to commencement of any design, a non-refundable commencement fee of 30% of the project costs is due.

During periods of extremely high-demand, KD accepts work on a booking basis. This is a "First come, first served" arrangement, and in order to confirm the Client's booking, a non-refundable booking fee of 20% of the quoted project costs will become immediately due.

For all projects exceeding $1000, a non-refundable progress payment may be required from time-to-time during the design and/or development process, at the discretion of KD.

Progress payments are generally in 20% intervals. Should the Client be issued with a progress payment invoice, the amount is payable before further work is performed on the project.

Generally, payment terms are structured as below:

1. 30% payable prior to the commencement of the design process (if a booking is required, this will be broken into two payments; 20% booking fee, and 10% design commencement fee)
2. Progress payments as required during the project, typically in 20% intervals
3. Remainder due upon completion of project and prior to release of files.

Publication and/or release of work performed on behalf of the Client by KD may not take place before cleared funds have been received - except in the case of a pre-arranged payment plan agreed to in writing by KD.

Any booking fees or progress payments are non refundable under any circumstances.

10. Paying your Account

Unless otherwise stated in writing by KD, the Client shall pay all amounts due under this Agreement within 7 days from the date of KD's invoice. Payment is accepted by Direct Deposit or cheque or cash. Payment by cheque will entail waiting for clearance before supply of files. Delivery being :Supply of final artwork digital files to printer, on disk, via email or uploaded to nominated ISP. Construction files remain the property of Diop Design unless arranged otherwise.

11. Late Payments & Default

Accounts which remain outstanding for 14 days after the date of invoice will incur a late payment fee equivalent to 5% of the project costs.

An account shall be considered in default if it remains unpaid for 21 days from the date of invoice, unless prior arrangements have been made. KD shall at it's sole discretion suspend any and all services provided to the Client by KD and employ debt collection measures until the total outstanding balance has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to design, 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.

Clients whose accounts are in default agree to pay KD reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.

12. Project Cancellation

Once a Project Brief has been agreed to by the Client by way of confirmation of a deposit, and by KD by written acceptance of the Project Brief, a binding contract to complete the project exists. Work may only be cancelled or amended with the agreement in writing of KD. In any event, the cost of all work (or part thereof) performed by KD for the Client, whether used by the Client or not, will be invoiced and must be paid for. All work will be billed at an hourly rate not to exceed original quote. "Work" is defined by, but not limited to the following:

• Consultation with the Client or any third parties in relation to the project
• Research
• Planning
• Sketching
• Briefing
• Setting up accounts
• Design work
• Programming work
• Administrative functions
• Copywriting
• Providing information, referrals or otherwise supplying Client with resources at Clients request.

KD reserves the right to withhold files and designs from a Client in the event of cancellation, until such time as all outstanding invoices for work performed by KD has been paid for. The Client is expressly prohibited from using any files, designs, or intellectual property supplied by KD for any purpose until such time as all accounts have been settled in full, or as otherwise agreed to in writing by KD.

KD reserves the right to terminate a contract without giving reason.

In the event of cancellation, KD will retain all deposits and payments made up until the time of cancellation regardless of work done, and may issue an invoice for any work carried out over and beyond the amount already paid.

Cancellation of your project with KD does not dissolve your obligations to KD under these Terms and Conditions.

Payment of cancellation fees are due within 7 days from the date of cancellation notification.

A project is ONLY deemed cancelled if;

1. A Client requests in writing a cancellation and KD agrees in writing that a Client may cancel their project with KD
2. A Client does not respond to request for feedback, or correspondence within 30 days
3. A Client breaches the terms and conditions set forth by KD, or breaches separate contractual agreements issued by KD
4. A Client instructs third parties to commence or complete services requested from KD at time of quotation
5. KD cancels the project in writing

13. Dispute Resolution

In the event of a dispute, the Client agrees to make all reasonable attempts to contact KD in writing and negotiate a reasonable outcome with KD before proceeding with any form of litigation.

14. Additional Materials

It is common with graphic design that the use of additional materials may become necessary during the design process. Stock photography or commercial fonts are often used and are purchased commercially for your designs by KD. In the event that stock photography or a requested commercial font is required, a price per picture and per font will be applied to the final design fees, and is payable in addition to design services. Fees for additional materials vary, and KD reserves the right to alter fees as necessary.

15. Copyrights and Trademarks

By supplying text, images and other data to KD for inclusion in the Client's project, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.

Ownership of the final artwork designed by KD on behalf of the Client will be transferred to the Client upon final payment, unless otherwise specified by KD.

Any discarded concepts and ideas remain the property of KD and must not be used by the Client under any circumstances unless purchased separately.

KD may use all design material freely in the pursuit of promotional purposes.

Should KD, or the Client supply an image, text, or any other file for use in a project or any other medium believing it to be copyright- and royalty-free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow KD to remove and/or replace the file.

The Client agrees to fully indemnify and hold KD free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.

16. Design Credits and Intellectual Property

The Client agrees to allow KD to place a small credit on printed material, exhibition displays, advertisements and/or a link to KD's own website on the Client's Project. This will usually be in the form of a small logo or line of text placed towards the bottom or side of a page.

In the case of digital illustrations, credit must be given where asked. Should a derivative work be based on illustrations by KD, KD must be credited if asked for credits at all.

The Client also agrees to allow KD to place impressions of the project on KD's own website for demonstration purposes, and to use any designs in its own publicity. KD shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from the Client's project unless specifically agreed otherwise. Further, KD shall be free to use any ideas concepts know-how or techniques acquired in construction of the project for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.

Removal of any design credits will incur a fee at the discretion of KD, payable within 7 days of invoice.

17. Rights of Refusal

KD reserves the right to refuse or cancel any project, at anytime, without giving reason.

KD will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. KD also reserves the right to refuse to include submitted material without giving reason.

Any images and/or data that KD does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the Client is obliged to allow KD to remove the contravention without hindrance, or penalty. KD is to be held in no way responsible for any such data being included.

18. Disclaimer

KD makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. KD will not be held responsible for any and all damages resulting from products and/or services it supplies. KD is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. Any electronic files must be backed up by the Client. The Client agrees not to hold KD responsible for any such loss or damage. Any claim against KD shall be limited to the relevant fee(s) paid by the Client. KD reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. KD will not knowingly perform any actions to contravene these and the Client also agrees to be so bound. KD and its Clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered.

19. General

Written communications between KD and the client may take the form of letters, formal documents, faxes or emails.

These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. KD reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.

date of publication : Jan 2008