TCD PROPOSAL & QUOTE TERMS & CONDITIONS
Scope of work
Prices quoted are based on the original brief and background information provided by the client. If the strategy or proposal outlined varies, additional costs may be incurred.
The proposal and prices quoted includes two client’s corrections at the ‘conceptual’ stage. Additional changes or variations to the proposal will attract additional costs.
Any request for a change:
- must be made by the client in writing;
- can be at any phase in the proposal;
- must not require more than 20% of the total time allocated to the relevant project phase to which the revision relates;
- where the request is in relation to already revised work, the client must review and either accept or ask for further revision within 48 hours (or other time agreed by the parties in writing.
This proposal is for a minimum 6 month contract (Initial Term). Either party may terminate this proposal at the end of this Initial Term by giving the other party no less than 14 days written notice. If the contract is terminated by the client prior to the completion of the Initial Term, The Content Division shall be entitled to be paid 50% of the remaining balance term.
Once the Initial Term has expired, and the contract has not been terminated prior to this expiry date, then the proposal will be automatically renewed under the Initial Terms for a further 6 month service period (Further Term). If the contract is terminated by the client prior to the completion of the Further Term, The Content Division shall be entitled to be paid 50% of the remaining balance of the Further Term. If the client does not wish to renew this proposal then they must provide at least 14 days written notice to The Content Division.
The client must provide to The Content Division within 14 days from acceptance of the Initial Term with accurate instructions in relation to the proposal with the Client Materials and review The Content Division’s draft work.
For this purpose of the document, Client Materials means briefs, logos, brand guidelines, brand assets and any other information, assets, data or other items requested by us for the proposal.
The parties acknowledge that there are a number of stages in providing the services to the client. The client agrees to comply with all of its obligations and deadlines during and relevant to the production stages, as instructed by The Content Division.
The Client agrees that if certain Client Materials are not provided to The Content Division within the stipulated time frame outlined above then The Content Division may not be required to provide any make good of the intended work and that it is completely in The Content Division’s sole discretion as to whether they undertake any make good work.
Unless otherwise agreed in writing, it is the client’s responsibility to ensure that the appropriate talent release forms (if necessary) are obtained from any persons sourced by the client to be filmed by The Content Division as part of the creation of any videos for any part of the work or services provided.
For Phase 1 of the proposal, the client must pay The Content Division 50% of the quoted price upon receipt of the invoice and the remaining amount after project completion, or as otherwise agreed between the parties.
For Phase 2 of the proposal, the ongoing support provided in that phase will be invoiced monthly from the commencement of the strategy execution and the client must pay The Content Division 100% of the price within 15 days of receipt of the invoice, or as otherwise agreed between the parties.
The Content Division reserves the right to pursue late payment.
Amy amount not paid pursuant to these terms and conditions will incur a surcharge of interest at a rate of 1.5% per month (pro rata) on any invoice until the amount is paid.
Where the proposal is cancelled or otherwise unable to be completed:
- The Content Division reserves the right to require payment for all work and expenses incurred to date; and
- any monies paid to The Content Division will not be refunded unless required by law.
The Client otherwise understands and agrees that if there is any delay in the work being completed due to any fault of the Client [for example, the Client Materials not being provided in the stipulated timeframe] that the Client will still be liable to remit payment to The Content Division for any work done to date and for any outstanding issues.
No claims levied against The Content Division will be considered unless all amounts owing to The Content Division have been paid in full.
Where The Content Division engages a lawyer or collection agency to recover any unpaid money under this document, the client is liable (on a full indemnity basis) for all of our costs spent recovering such sums. The client acknowledges that ‘time is of the essence’ when paying invoices under the document, and The Content Division reserves the right to suspend work if any invoices are outstanding.
Unless otherwise advised by us in writing, we will not commence providing our services to you in relation to a proposal until we receive the deposit noted above.
The Content Division assigns to the client exclusive ownership and control over the Agreed Intellectual Property in the final completed versions of work and services, upon payment in full of any outstanding invoices and subject to the following conditions:
- Nothing in this document shall transfer ownership to the client of any Third Party intellectual property, Other Intellectual Property or any draft versions of the work or services;
- Your use of the Third Party intellectual property will be subject to terms imposed by the relevant owner of the Third Party intellectual property;
- The Content Division grants the client a non-exclusive, worldwide, royalty free licence to use any Agreed Intellectual Property;
- Nothing in this document transfer ownership to The Content Division of Client Intellectual Property. The client grants a non-exclusive right to The Content Division to use the Client Intellectual Property solely in connection with the supply of services to the client under this document;
- The Content Division reserves the right to use the content produced in undertaking the services set out in the proposal, for educational, publication, marketing, portfolios or testimonials;
- Unless otherwise agreed by us in writing, your use of the Agreed Intellectual Property is subject to the following restrictions:
- can only to be used on web, at corporate events and presentations, or privately;
- are not to be used on TV, radio or cinema; and
- are not to be monetized.
For the purposes of the document:
- Agreed Intellectual Property means items of intellectual property created pursuant to the proposal.
- Third Party means a party who is not a party to this document;
- Other Intellectual Property means intellectual property owned by The Content Division which was created prior to or independently of The Content Division’s obligations to the client under this document;
- Client Intellectual Property means intellectual property owned by the client which was created prior to or independently of the client’s obligations to under this document.
The failure of The Content Division to enforce any part of this document or require compliance with the terms does not constitute a waiver of any part of this document and The Content Division reserves the right to enforce compliance of the terms of this document at all times.
If any part of this document is found to be invalid or unenforceable, then that part shall be severed and the remaining provisions shall continue to be binding and have full force and effect on the parties.
Liability and Indemnity
That except by force of law, the parties acknowledge that The Content Division give no warranty whether express or implied for the services and associated materials provided. Under no circumstances will The Content Division be liable for any person or entities consequential or any incidental damages.
The client agrees to indemnity and hold harmless The Content Division for any claims of any nature whatsoever pertaining to the services provided pursuant to the proposal and associated materials.
Subject to The Content Division’s obligations under this clause, The Content Division accepts no responsibility for the provision of materials of the client to The Content Division.
Any employee or associated party of The Content Division shall not at any time during the execution of the proposal, except in the courses of the duties associated with the execution, divulge any of confidential materials or information of the client to anyone without the client’s consent.
The confidentiality obligations in this clause shall survive the expiry of this document and shall continue to apply until all confidential information disclosed between the parties under this document is in the public domain.