1 Definitions
In these terms:
1.1 “Excess Work” means all work required by you not included in the Project Proposal, outside the scope of works or work completed (as approved by you in writing) which must be further amended.
1.2 “Project Proposal” means the overview, project timeframe and quotation accompanying these terms of business.
1.3 “Project” means the totality of all the work outlined in the Project Proposal, or the parts as is accepted by you.
1.4 “Materials” means all items or things created, provided or obtained by Kirsty Curnow to complete the project, including any drawings, sketches, artwork, photographs, computer disks, digital files or otherwise.

2 Agreement
2.1 Upon you appointing Kirsty Curnow to do the Project, an agreement will come into existence comprising these terms and Kirsty Curnow’s Project Proposal, as varied with Kirsty Curnow’s written approval.
2.2 Subject to the specific details of Kirsty Curnow’s relevant Project Proposal, these terms cover all ongoing and future work undertaken by Kirsty Curnow for you unless varied with Kirsty Curnow’s
written consent.

3 Proposals and/or Pitches
Where Materials are submitted to you for any reason where terms of business have not been agreed to, their provision is made on the basis that Kirsty Curnow retains copyright and all other intellectual property rights in the Materials and that the recipient of the Materials will keep them confidential and will return them complete and uncopied if the Project Proposal (pitch or submission) is unsuccessful. All quotations are valid for 30 days only.

4 Instructions
You will use your best endeavours to ensure that all instructions are in writing and, in particular, you will sign off on all work produced.  Kirsty Curnow will not be liable for any errors or omissions resulting from oral instructions or from a failure on your part to sign off on any work.

5 Deposit, Fees and Expenses
5.1 Unless agreed in writing by Kirsty Curnow, all remaining fees and expenses are payable within 14 days of delivery of the invoice date.
5.2 If staged payments are agreed to, Kirsty Curnow reserves the right to cease work until all outstanding amounts are paid.
5.3 If you request Excess Work, Kirsty Curnow reserves the right to charge you additional fees at the rate of $80 per hour.
5.4 Unless otherwise stated, goods and services tax (“GST”) will be charged in addition to the quoted fees and on all expenses where it applies.
5.5 If Kirsty Curnow contracts the services of outside parties as part of the scope of work, their fees will form part of Kirsty Curnow’s account (unless agreement is reached that they be billed direct to you) and will include an additional fee for supervision.
5.6 If any payments under this clause remain unpaid for more than 14 days, interest at the rate of 10% per annum will be charged on a daily basis until payment is made.

6 Timelines and Cancellation
6.1 While every effort will be made by Kirsty Curnow to meet
agreed timelines, Kirsty Curnow will not be responsible for delays caused by unforeseen events or circumstances beyond Kirsty Curnow’s control.
6.2 If you cancel the project for any reason (which cancellation must be in writing), you must pay all fees and expenses incurred by Kirsty Curnow to the date of such cancellation.

7 Copyright and Intellectual Property
7.1 The ownership of copyright in all materials produced by Kirsty Curnow which are not ultimately used in the project remains with Kirsty Curnow.  
7.2 Kirsty Curnow will maintain the confidentiality of any information supplied by you, but only if you advise in writing that such information is confidential.
7.3 No copyright or any other intellectual property rights in the materials will be licensed to you until Kirsty Curnow has been
paid in full all fees and expenses due.
7.4 Once all Kirsty Curnow’s fees and expenses have been paid, Kirsty Curnow will licence to you copyright in the material, limited to the purpose and media described in the Project Proposal.  Kirsty Curnow’s fees are based upon this limited licence of copyright.  If you require a more-encompassing licence or assignment, this must be the subject of further negotiations between you and Kirsty Curnow. An assignment of copyright will only be granted if Kirsty Curnow provides this in writing.
7.5 In all other respects Kirsty Curnow retains copyright and all other intellectual property and moral rights (including the right of adaptation) in the Materials.  In particular, Kirsty Curnow may use the project or any of the materials for any self-promotional or competitive purpose.

8 Warranties and Indemnities
8.1 Kirsty Curnow will obtain all necessary consents and approvals to ensure that the Materials it provides (excluding materials provided by you) may be lawfully used by you, but Kirsty Curnow will not be responsible for any misrepresentation made by independent contractors involved in the Project.
8.2 You will indemnify Kirsty Curnow against all claims arising from Kirsty Curnow’s use of any information or documents supplied by you or for any act or thing done by Kirsty Curnow on your instructions or with your approval.
8.3 Kirsty Curnow makes no warranty regarding the suitability or otherwise of any of the Material for your purposes and it is your responsibility to ensure that the Materials comply with the requirements of any legislation regarding marketing, labelling, packaging or otherwise.
8.4 Kirsty Curnow is not responsible for print management or other procedures applying the work or Project created by Kirsty Curnow, unless specified in the Project Proposal.

9 Limitation of Liability
9.1 To the maximum extent permitted by law, the liability of Kirsty Curnow arising out of the performance or non-performance of the Services, whether under law of contract, tort or otherwise, shall be limited in aggregate to the cost of rectifying the Services, or an amount equal to three times the fee stated in the Project Proposal, whichever is the lesser.
9.2 Kirsty Curnow shall not under any circumstance be liable to you in respect to any indirect, consequential or special losses (including loss of profit, loss of business opportunity and payment of liquidated sums or damages under any other agreement). 

10 Dispute Resolution
Any dispute between you and Kirsty Curnow shall be notified in writing by the aggrieved party to the other within 14 days of the onset of the dispute. It shall be handled as follows:
10.1 Within 14 days of notification, the parties shall meet in good faith, without legal representation, in an attempt to resolve the dispute.
10.2 Subject to the failure of a resolution under clause 10.1 being reached within 28 days of the parties meeting, if a dispute arises out of or relates to this agreement, or the breach, termination, validity or subject matter thereof, or as to any related claim in restitution or at law, in equity or pursuant to any domestic or international statute or law, the parties to the agreement and the dispute expressly agree to endeavour in good faith to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (“ACDC”) and in the event that the mediation is unsuccessful to submit the dispute to arbitration.
10.3 This clause shall survive termination of this agreement. For the purpose of this clause, a dispute excludes invoices issued by Kirsty Curnow which have been acknowledged as payable by you.

11 Retention of Files
All client files will only be kept for a maximum of six years from the date of completion of the project.  If files are required to be kept for a longer period, Kirsty Curnow reserves the right to charge an appropriate fee for that purpose.

12 Governing Law
You and Kirsty Curnow agree that this agreement is governed by, and will be interpreted in accordance with, the laws of the State of New South Wales, Australia.