Terms & Conditions.

This document contains the standard terms and conditions governing the provision of services to you the Client by The Trustee for the Hello Brands Trust (ABN 41 216 957 558) (“Hello Brands Australia”). Please read it carefully as these terms of trade, together with the information in each Project Estimate or Media Schedule, will form a legally binding agreement between you and Hello Brands Australia.

The signature or approval to proceed via returned email by the Client (“You”) of an estimate or media schedule confirms your agreement to these Terms of Trade.

1. Services.

1. Hello Brands Australia will provide the Service to You with due care and skill.
2. Hello Brands Australia will make commercially reasonable efforts to adhere to Your brand and content direction. If Your feedback for a Project departs in a significant manner (as determined by Hello Brands Australia) from Your original scope of Services, Hello Brands Australia reserves the right to charge additional fees for time and materials for such alterations at the rates specified in the Project Estimate and if no rates are specified at Hello Brands Australia’s then-current rates.
3. You must check artwork proofs and notify Hello Brands Australia in writing of any errors prior to the material deadline. Final approval of artwork must be provided by You to Hello Brands Australia in writing.
4. Hello Brands Australia takes no responsibility for materials that are delivered to Hello Brands Australia after the material deadline.

2. Project Estimates.

1. All Project Estimates assume the accurate and timely delivery of design briefs, specifications, written content, images, other information and approvals by the client and the client’s architects, designers, builders and other consultants, as appropriate.
2. Incorrect detail and/or delays in the provision of the above can impact Hello Brands Australia’s ability to meet timelines and may also increase the costs of the work required.

Therefore, the client:

1. takes all responsibility for managing their architects, designers, builders and other consultants and ensuring that design details, specifications and other information are delivered within the agreed timeframe; and
2. acknowledges that Hello Brands Australia cannot be held responsible for any delays in project timings or increased costs associated with late or inaccurate information provided to us; and acknowledges Hello Brands Australia’s right to re-estimate to cover any increased costs caused by the above.

3. Invoicing and Payment.

In consideration of Hello Brands Australia performing the Services You will:

1. pay to Hello Brands Australia the Fees; and
2. reimburse Hello Brands Australia (at Hello Brands Australia’s actual cost) for any Allowance.
3. Hello Brands Australia will issue an invoice (or invoices) in respect of the Service in accordance with the invoicing terms set out in Schedule A annexed to this Agreement.
4. Unless otherwise agreed, all invoices are due within 14 days and Hello Brands Australia reserves the right to suspend any account with outstanding invoices over 30 days.
5. Any invoice enquiries must be made within 7 days of the invoice date to Hello Brands Australia.
6. Invoice (s) unpaid over 60 days will be referred to Hello Brands Australia lawyers and further legal charges and interest (calculated at 19.5% per annum from the invoice date) will apply to the total sum payable by You.
7. Where applicable, all fees and amounts due under this Agreement are exclusive of all taxes. You must pay GST and any other Government taxes or charges on a taxable supply made to it under this Agreement in addition to any consideration (excluding GST) payable for that taxable supply.

4. Intellectual Property

1. Hello Brands Australia may contribute Background Material as part of the Services. The Intellectual Property in Background Material remains vested in Hello Brands Australia. Hello Brands Australia grants You a non-exclusive licence to use the Intellectual Property in the Background Material for the sole purpose of using the Project in the ordinary course of Your business.
2. Subject to clause 1) and You paying the Fees and any Allowances in full, the Intellectual Property rights in the Project will vest in the Client.
3. You grant Hello Brands Australia the right to include, by mutual consent of Hello Brands Australia and You. Your name and details of the Project (including a copy of the Project) as part of Hello Brands Australia’s portfolio of work for the purpose of promoting Hello Brands Australia, and the portfolio may appear in any media.

5. Client Intellectual Property.

1. If You contribute Client Material to Hello Brands Australia in connection with the Services, You grant to Hello Brands Australia a royalty-free, non-exclusive and perpetual licence to use, reproduce, disclose, modify and adapt the Client Material for the purpose of providing the Services.
2. You warrant that the provision of Client Material to Hello Brands Australia, and that Hello Brands Australia’s permitted use of Client Material (including the incorporation of the Client Materials into the Project), will not infringe the Intellectual Property rights of any person, or infringe any other laws or a person’s rights under any law.
3. You warrant that if any of the Client Material included any factual information, such information will be accurate and capable of substantiation, and will not contain any claims that are misleading or deceptive.

6. Trade Marks.

You acknowledge and agree that:

1. It is Your responsibility to undertake, or have undertaken on Your behalf, appropriate trade mark infringement and clearance searches to ensure that the Project and any trade mark(s) featured in the Project, and Your use of the Project will not infringe another person’s rights;
2. Hello Brands Australia provides no assurance or representation whatsoever that Project and any trade mark(s) featured in the Project will be capable of registration as a trade mark in Australia under the Trade Marks Act 1995 or in any overseas jurisdiction;
3. Hello Brands Australia provides no warranty, assurance or representation whatsoever that the Project or any trade mark(s) incorporated within the Project will not infringe the rights of any existing trade mark (whether registered or unregistered anywhere in the world); and
4. Use of the Project by You is at Your sole risk.

7. Digital Assets.

Where Hello Brands Australia creates Digital Assets for You, the following will apply:

1. Hello Brands Australia provides a three (3) month standard warranty period. This covers errors, defects or bugs identified within this warranty period.

If you wish to host Digital Assets on servers not controlled or administered by Hello Brands Australia:

1. Deployment to the client’s hosting facilities will not commence until full payment for the job is received
2. Deployment to the client’s hosting facilities will incur additional costs and will be charged as used
3. Further support post-deployment will also incur additional costs
4. The warranty period referred to in 1) as voided as You now have the ability to access the code and make changes

8. Warranties and Liability.

1. Hello Brands Australia disclaims all other warranties, either express or implied to the maximum extent permitted by law.

To the maximum extent permitted by law, Hello Brands Australia excludes for itself and its officers, employees, agents and contractors all liability for all claims, expenses, losses, damages and costs made against or incurred or suffered by You directly or indirectly (including without limitation low costs and profits) arising out of:

1. Your use of the Project; and
2. Hello Brands Australia’s negligence or the negligence Hello Brands Australia’s officers, employees, agents or contractors.
3. If Hello Brands Australia breaches any express provisions of the Agreement or a condition or warranty implied under any law which cannot be lawfully modified or excluded by this Agreement, then Hello Brands Australia’s liability to You will, to the extent permitted by law, be limited at Hello Brands Australia’s option to supplying the Service again, or paying for their resupply.
4. The Project and other materials featuring the Project will be published as they appear during the final approval step. It is Your sole responsibility and You must satisfy Yourself, that all proofs and other materials are formatted correctly, do not contain spelling or grammatical errors and comply with all relevant laws before advising Hello Brands Australia of its final acceptance.
5. Hello Brands Australia’s liability to You for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that You caused or contributed to that loss or damage.

9. Miscellaneous.

1. Variation: This Agreement may only be varied by written agreement of the parties.
2. Governing Law: This Agreement is governed by the laws of, and the parties irrevocably submit to the non-exclusive jurisdiction of, the courts of WA.
3. Entire Agreement: This Agreement sets out the entire agreement between the parties in relation to the subject matter and supersedes any previous correspondence, agreement, arrangement or understanding.
4. Your right to enter into this Agreement: You warrant that You are authorised to enter into the Agreement and to grant the rights contemplated by this Agreement.
5. Severability: If a clause(s) of this Agreement is held to be invalid or otherwise unenforceable, then that clause will be deemed to be severed without affecting the enforceability of the remainder of this Agreement.

10. Definitions and Interpretation.

In this Agreement:

Allowance means any travel, accommodation or other out-of-pocket expense to be incurred by Hello Brands Australia associated with the performance of the Services, including, but not limited to, any such allowances as specified in a Project Estimate.

Background Material means any Material owned by, or licenced by a third party to Hello Brands Australia and used Hello Brands Australia for the purpose of providing the Service.

Concepts mean any preliminary ideas, proof of concepts and samples that may be provided by Hello Brands Australia and used by Hello Brands Australia as part of the Service.

Client Alterations means any additional Services that may be required to be provided by Hello Brands Australia in circumstances contemplated by clause 1) 1),

Services mean the services set out in a Project Estimate or Media Schedule to be provided by Hello Brands Australia, from time to time and include the creation of design concepts, advertising concepts, website development and media planning, scheduling and booking.

Project means the final Project created for You by Hello Brands Australia under this Agreement including any new or revised Trade Marks but does not include any Concept revisions created by Hello Brands Australia as part of the Services which were not accepted or chosen by You.

Fees mean the fees are set out in the Project Estimate for the Services, and as applicable in accordance with the invoicing terms set out in The Schedule, and include any additional charges for time and materials for Client Alterations.

Intellectual Property means any copyright (including neighbouring rights), trademarks (whether registered or unregistered), trade secrets, Project, drawings, parents, secret processes, business or domain names, or other similar proprietary rights and also include any rights to the registration of those rights, whether created, formed or arising before or after the date of this Agreement in Australia or elsewhere.

Material includes documents, reports, agreements (including draft agreements), data, information, software, tools and methodologies, fonts, computer files, projects, graphics, logos, artwork, know-how, templates or other materials of any sort and in any form.

Project Estimate means a quote from Hello Brands Australia to You for the provisions of Services in accordance with the terms and conditions of this Agreement.

Schedule A – Invoicing Terms:

The following terms apply to invoices relating to head hours, production and media. All Projects or Services will be estimated in advance before work is commenced. Your signature on a Project Estimate or confirmation in writing is Hello Brands Australia’s authority to commence work on that particular Project or part thereof.

Head Hours.

Head hours will be charged at the Agency’s current rates. Costs will be estimated in advance and invoiced as agreed. Invoices are payable within 14 days.

Production.

All production charges will be estimated in advance and invoiced as agreed. Invoices are payable within 14 days.

Unless otherwise agreed, production invoices are issued upon approval of final artwork and due for payment within 14 days of invoice. TV, web and print production invoices are invoiced and payable 50% upfront and 50% on completion but may be subject to alternative milestone payment schedules, as agreed between You and Hello Brands Australia.

Media.

A management fee will apply to all media schedules and any available commissions by Hello Brands Australia. All media rates are correct at the time of scheduling; the Client will be notified of any discrepancies at the time of booking. Each media schedule is deemed to be approved for booking once it has been signed and returned to Hello Brands Australia via email or fax, no verbal approvals will be accepted.

All cancellations or alterations to an approved media schedule must be advised in writing – no verbal alterations will be accepted. Material and cancellation deadlines are to adhere to at all times. Hello Brands Australia reserves the right to adjust supplied material deadlines to ensure material is delivered to the publication on time.

Media is invoiced monthly and is payable within 14 days of invoice.

Last updated: March 13th, 2023