Terms and Conditions for the Supply of Goods and Services

The small print!

Unless otherwise agreed and amended or varied in writing, Puro Design Pty Ltd Standard Terms & Conditions for the Supply of Goods and Services form the basis of all contracts between Puro Design Pty Ltd and our clients.

  1. DEFINITIONS
    In this Agreement, the following words shall mean:
Agreementmeans the Puro Design Pty Ltd Standard Terms & Conditions for the Supply of Goods and Services.
Associated Companymeans in relation to a company any holding company, subsidiary, or fellow holding company of any such subsidiary.
Background IPmeans any Intellectual Property Right of the Designer (or licensed to the Designer by a third party and which the Designer has a right to license) which:
(a) comes into existence other than in connection with this agreement or the Work; and
(b) which is provided by or on behalf of that party in connection with this agreement or the Work.
Confidential Information  means all information that has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including but not limited to information that relates to the business, affairs, properties, assets, trading practices, services, developments, trade secrets, Intellectual Property Rights, know-how, personnel, customers and suppliers of either party and commercially sensitive information which may be regarded as the confidential information of the disclosing party. 
Clientmean the customer, company or corporation identified within the Quote.
Consequential Lossmeans loss of use, production, profit, income, revenue, opportunity, business, business opportunity, contract saving, business interruption, increase in operating costs, financing costs or any other financial or economic loss or any special, indirect or consequential loss or damage, regardless of whether or not such loss or damage may be regarded as arising naturally or in the usual course of things, from the relevant breach of contract giving rise to such damage and loss of use or corruption of data or information; and any third-party claims, demands, or actions arising out of any unauthorised access, breach, disclosure, alteration, destruction, or loss of data, system unavailability, or other security compromise relating to computer systems, networks, or information.
Date of Agreementmeans the date the Contract is deemed to have been formed pursuant to clause 2.1of the Standard Conditions.
Designermeans Puro Design Pty Ltd or Designer Personnel.
Designer Personnelall employees, agents, Designers, and contractors of the Designer and/or of any Sub-contractor.
Design Workmeans artwork, products, websites, multimedia, or other items/products created, developed, or produced by the Designer in connection with this Quote and/or Scope of Work.
Developed IPmeans all Intellectual Property Rights created or developed by or on behalf of the Designer in connection with this agreement or the Work that the Designer has a right to license.
Disputemeans any dispute arising in connection with the formation, interpretation, validity, or application of the provisions of this Agreement, its Schedules and/or any contemplated Service Contract.
Goods and/or Servicesmeans all the activities to be undertaken by or to be performed by the Designer including artwork, products, websites, multimedia, or other items/products created, developed, or produced by the Designer in connection with the order.
Intellectual Property Rightsmeans all the activities to be undertaken by or to be performed by the Designer as described in the Quotation or Letter of Offer relating to and accepted by the client in accordance with clause 2.1
Partymeans the Client or the Designer and Parties means both.
Servicesmeans all the activities to be undertaken by or to be performed by the Designer as described in the Quotation or Letter of Offer relating to and accepted by the client in accordance with clause 2.1.
Service Feemeans the amount specified in the Quotation or Letter of Offer relating to the Goods and/or Services payable by the Client in consideration of the Supply of Goods and Services and accepted by the Client in accordance with clause 2.1.
Sub-contractorthe third party with whom the Contractor enters a Sub-contract or its servants or agents and any third party with whom that third party enters a Sub-contract or its servants or agents.
Working Dayany day other than a Saturday, Sunday, or public holiday in Australia.
  1. GENERAL
    2.1 An Agreement for the Supply of Goods and Services is formed between the Designer and the Client when
    I. The Client requests that the Designer to provide Goods and/or Services to the Client.
    II. The Designer in response, issues to the Client a Quotation or Letter of Offer relating to the Goods and/or Services requested by the Client
    III. The client in response, issues to the Designer a Letter / or Email accepting the Designers proposal or issues a Purchase Order for the Goods and/or Services requested by the Client and as set out in the Quotation or Letter of Offer.
    2.2 Any Goods and/or Services provided by the Supplier to the Customer referred to in a Letter of Offer and accepted by the issue of a Purchase Order, are subject to the terms and conditions set out in these Standard Conditions.
    2.3 Any Purchase Order for the supply of any Goods or Services, or any direction to proceed by the Client shall constitute acceptance of these terms and conditions and a representation that the Client is solvent. Any additional or different terms and conditions contained in the Purchase Order are deleted and replaced with Puro Design Standard Terms & Conditions.
    2.4 Designer/Client communication/instructions to be via email. The Designer can be reached by telephone on Working Days from Monday to Friday between 9am and 5pm (AEST).
  2. THE SERVICES TO CLIENT
    3.1 In consideration for payment of the Price, the Designer will provide the Goods and/or Services as set out in the Designer’s proposal/quotation.
    3.2 The Designer must provide the Goods and/or Services in accordance with this agreement, with due expedition and without delay.
    3.3 Any completion or delivery dates inferred or provided in writing are indicative target dates only and the Designer provides no warranties in respect to the completion of works by any specific date and shall not be responsible or liable for any for any loss whatsoever as a result of any delays or failures by the Designer to complete the Goods and / or Services by the target dates.
    3.4 Where approvals are required, the Design Work will be submitted for the Client’s approval (in PDF format) prior to the commencement of print, production and/or development. The Client must sign-off on final artwork to confirm approval if requested by the Designer. Any changes following the approved artwork may be subject to additional design fees/variation.
    3.5 The Designer accepts no responsibility for errors or omissions within the artwork provided that are not identified during the final approval. All corrections of such errors will be solely at the cost of The Client.
    3.6 Any increase in the cost of delivery and/or supply of the Goods and/or Services as a result of any variations or delay or disruption beyond the reasonable control of the Designer shall be borne by the Client.
  3. VARIATIONS
    4.1 Client may, with the approval of the Designer, issue written directions within the general scope of any Services to be ordered.
    4.2 Such changes may be for additional Services or vary the services being provided or any change any condition of the Services, Specification within the general scope of services
    4.3 The Client must initiate any such variation request in writing to the Designer providing a detailed scope of work for the services or changes requested.
    4.4 Upon receipt of the variation request the Designer will review the changes requested and if applicable provide a variation proposal for consideration by the Client.
    4.5 Within 5 business days, (or as otherwise agreed in writing) of receipt of the variation proposal the Client must confirm in writing that it wishes to proceed with the variation proposal.
    4.6 In the event the client does not confirm in writing within 5 business days (Or as otherwise agreed in writing) the Designer will assume the variation proposal has not been accepted.
    4.7 All variations performed will be pursuant to the terms and conditions of this agreement.
    4.8 The Designer is under no obligation to perform a variation that is beyond the general scope of this agreement.
  4. INTELLECTUAL PROPERTY
    5.1 The Designer owns both the Background IP and the Developed IP.
    5.2 The Designer grants to the Client a non-exclusive, worldwide, royalty-free, non-sub-licensable, non-transferable, perpetual, irrevocable licence to the Developed IP and any utilised Background IP specific to the services provided under this agreement.
    5.3 The client acknowledges and agrees that they remain solely responsible for obtaining any necessary licenses or permissions for third-party Intellectual Property Rights associated with artwork or material provided to the designer. The client further indemnifies the designer against any third-party claims, damages, or liabilities arising from the unauthorised use of such Intellectual Property Rights
    5.4 Subject to Clause 5.3, If any third party Claims that any Services provided by the Designer under this agreement infringes its Intellectual Property Rights, the Designer must (at its cost):
    • Make all reasonable efforts to obtain the rights required to avoid that infringement; or
    • Replace or modify the Services or other thing so that it does not infringe.
  5. PAYMENT AND INVOICING TERMS
    6.1 Payment is due upon receipt of the invoice within 14 days of the invoice date as follows:
PROJECT VALUEDEPOSITFULL/FINAL PAYMENT
Under $500//£250N/APrior to commencment*
Upto $5000/£250050% Deposit prior to commencementBefore delivery of goods/services*
Over $5000/£250050% Deposit prior to commencement Before delivery of goods/services*
Progress payments may be required to cover the different stages of progress. Payments are due upon request from the Designer.
*All stock imagery, printing and materials must be paid for in full prior to Puro Design purchasing on the Clients behalf.

6.2 Final artwork or files will not be delivered until final invoices are paid in full. Payment by cheque will entail waiting for clearance before the supply of files.
6.3 A late payment fee of 10% of the project value will be invoiced every month after the payment due date if the Client fails to pay the invoice by the stipulated due date.
6.4 Preferred Payment Method is Direct Deposit to the following bank account:

Puro Design Pty Ltd | Bank: Suncorp | BSB: 484 799 | Account Number: 125 782 279

6.5 Other Acceptable Payment Methods (Subject to Puro Design Agreement)
Visa/Mastercard/Credit Card via Stripe (Click the ‘Pay Now’ button). A surcharge will be applied:

  • 1.75% for Domestic Cards
  • 2.9% for International Cards

6.6 Where applicable for cost-reimbursable projects the Client shall reimburse the Designer, all costs incurred in connection with the Services rendered. Reimbursable costs include, but are not limited to, travel costs, subcontractors, materials, computer costs, telephone, copies, delivery, etc. that are attributable to a project or Service (the Reimbursable Costs). Travel costs are defined as air travel, lodging, meals and incidentals, ground transportation, and all costs associated with travel. All extraordinary travel expenses must receive the Client’s approval. The Designer shall provide to the Client with substantiation of Reimbursable Costs incurred.

  1. CANCELLATIONS
    7.1 The Client or Designer may cancel a Project at any time subject to the following
    • If the cancellation is made prior to the Project being entered into the Designers workflow schedule and the Designer has not commenced the Design Work, then a full refund of the paid deposit will be made or,
    • If the cancellation is made after the Project has been entered into the Designers workflow schedule, and the Designer has not commenced the Design Work, then a cancellation fee of 10% of the Project value will be charged or,
    • If the cancellation is made after the commencement of the Design Work, the Client will be charged for the work completed to the date of the cancellation request, plus any other reasonably incurred unavoidable costs for materials, subcontractors, and resources that the Designer cannot cancel, obtain a refund for, or re-allocate to the Designers other operations or business activities plus a cancellation fee of 10% of the Project value.
  2. WEBSITES & COMPATIBILITY
    8.1 The To the best of the Designers knowledge, websites are developed to the current standards set by the W3C at the time of development.
    8.2 The Designer only checks for browser compatibility against the most current versions of IE, Firefox, Chrome & Safari at the time of development, unless a specific browser version is requested in writing by the Client.
    8.3 Mobile phone and tablet compatibility are only checked by the Designer if the Client has purchased a Responsive Website Design.
  3. WARRANTIES
    9.1 The Client acknowledges and agrees that the Designer is not liable for nor accepts any responsibility whatsoever for the content of artwork(s), website(s) or information, pictures, diagrams, and the like provided by or on behalf of the Client. The Client waives any right to claim against the Designer for any loss, claim or damage whatsoever and agrees to fully indemnify the Designer against any loss, claim or damage from any third party (howsoever caused).
    9.2 The Client warrants that it will not be or is not likely to be in breach of any law, deed, or agreement by entering into an agreement with the Designer or requesting the Designer to create, develop and/or produce the Design Work/Project.
    9.3 As soon as the Client becomes aware (or ought to have become aware) that the Design Work/Project may breach any law or cause harm, loss, suffering or damage to another person, company, corporation, or the like, it must immediately notify the Designer in writing.
    9.4 The Designer warrants that it services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement,
    9.5 To the extent permitted by law, If the Goods and/or Services furnished hereunder do not meet the above warranty as set out in the Designer’s proposal / quotation, and if the Client promptly notifies the Designer in writing and in any case within 30 days of receipt of the Goods and/or Services of such alleged defect or failure and if in the Designers reasonable opinion the Goods and/or Services are found to be defective, then the Designer at its option will acting reasonably
    I. repair or reperform the Goods and/or Services or
    II. provide a partial refund for the Goods and/or Services that are found to be defective
    9.6 The liability of the Designer under the warranty or for any loss or damage to the Goods and/or Services whether the claim is based on Contract or negligence or for any other reason will not in any case exceed the cost of correcting defects in the Goods and/or Services furnished as herein provided and upon the expiration of the Warranty Period all associated liability will terminate.
  4. LIMITATION OF LIABILITY
    10.1 Notwithstanding anything to the contrary in this Agreement, the Designer’s total aggregate liability to the Principal, arising out of, or in any way in connection with this Contract, whether based on contract, tort (including negligence), indemnity, under any warranty, under statute (to the extent permitted by law) or otherwise at law or in equity is limited to 100% of the Service Fee in which the claim relates.
    10.2 Neither Party will be liable to the other Party in any circumstances for any indirect, special or consequential loss or damage, including but not limited to; loss of opportunity, loss of use, financing costs, delay costs, business interruption and any increased operating costs, goodwill, loss of production, loss of product, loss of contract or loss of profit or anticipated profit howsoever arising and whether in an action in contract, tort (including without limitation, negligence), in equity, product liability, under statute, or on any other basis.
    10.3 Each party must take reasonable steps to mitigate costs, losses, or damages for which it seeks or may seek indemnity from the other party.
  5. DISPUTES
    11.1 Client’s exclusive remedy for any claim arising out of or relating to this Agreement will be for the Designer, upon receipt of written notice, either
    I. to use commercially reasonable efforts to cure, at its expense, the matter that gave rise to the claim for which the Designer is at fault, or
    II. return to Client the fees paid by Client to the Designer for the service provided that gives rise to the claim
    11.2 The Client shall give the Designer written notice within 5 business days of obtaining knowledge of the occurrence of any claim or cause of action which the Client believes that it has, or may seek to assert or allege, against the Designer, whether such claim is based in law or equity, arising under, or related to this Agreement or to the transactions contemplated hereby, or any act or omission to act by the Designer with respect hereto.
    11.3 If the Client fails to give such notice to the Designer with regard to any such claim or cause of action and shall not have brought legal action for such claim or cause of action within said time period, the Client shall be deemed to have waived, and shall be forever barred from bringing or asserting such claim or cause of action in any suit, action or proceeding in any court or before any governmental agency or authority or any arbitrator.
    11.4 This Agreement will be governed by and construed in accordance with the laws of Queensland, without regard to the principles of conflicts of law. The language of this Agreement shall be deemed to be the result of negotiation among the parties and their respective counsel and shall not be construed strictly for or against any party. Each party
    • agrees that any action arising out of or in connection with this Agreement shall be brought solely in courts of the Queensland,
    • hereby consents to the jurisdiction of the courts of the Queensland and,
    • agrees that, whenever a party is requested to execute one or more documents evidencing such consent, it shall do so immediately.

Please contact Puro Design if you have any questions.