Terms and conditions.
Thank you for working with Ebony & Salt (“We”). Whenever we work for a client (“You”), the following terms and conditions will apply to our commercial dealings and engagement.
In these terms and conditions, unless the context otherwise requires:
the singular includes the plural and vice versa;
a reference to a clause is a reference to a clause of these terms and conditions;
a reference to a party to these terms and conditions or any other document or arrangement includes that party's executors, administrators, successors and permitted assigns;
where an expression is defined, another part of speech or grammatical form of the expression has a corresponding meaning;
a reference to a period of time (including, without limitation, a year, a quarter, a month and a day) is to a calendar period;
GST means A New Tax System (Good and Services Tax) Act, 1999 (Cth)
The scope of our services to you will be set out in an estimate or proposal. We will not undertake tasks unless they are set out in any such statement or proposal or otherwise agreed in writing. If there is any inconsistency, the terms of the estimate statement or proposal will take precedence over this agreement.
You acknowledge that our services are as described in our estimate statement or proposal and may include marketing strategy, consulting and advice, marketing project management and execution, general marketing assistance, digital marketing, SEO, social media, PR, customer and employee communications, event management, graphic design, multimedia production, customer experience, product management, CRM management and web design and maintenance.
You acknowledge and agree that we may refer You to third party service providers like Hubspot (third party) as part of providing our services to you. In exchange for us referring You to that third party, the third party may provide us with a financial incentive or benefit, which includes, but is not limited to, a commission on amounts paid by You to that third party or a once-off referral fee.
Acceptance by you of an estimation or quote will constitute acceptance by you of these terms and conditions.
For the purposes of this agreement, 1 business day will be the equivalent of 8 hours and is means a day on which banks are open for general banking business in the State or Territory in which our premises are located. Unless otherwise agreed, we will only provide our services to you on business days.
In consideration of the services to be performed by us, you will pay our fees according to the payment schedules provided by us. Unless otherwise agreed in writing, our services and payment schedules include but are not limited to monthly marketing retainers (paid one month in advance, for a minimum term of 3 months and terminable on 1 month’s written notice thereafter), marketing projects (to be paid in two instalments – 50% of agreed or estimated fee before commencement, and 50% on completion) or consulting charged at standard hourly rates (billed monthly). All invoices are payable within 7 days. Payment is required prior to delivery for all print/signage/promotional merchandise/media production and other services/products supplied by third parties.
We may charge interest on amounts not paid within 7 days.
Once work has been approved to proceed no refunds will be provided if you change of mind or have a change of circumstances.
If we provide you with proofs, we will not be responsible for any errors in the goods or works produced which appeared in the proof and which were not corrected by the customer before the order was completed. You will be responsible for all costs associated with these goods or works.
If we agree a fixed fee, and the scope of the work increases beyond the basis on which you originally instructed us, such work will be charged at our standard out-of-scope hourly rates of the particular staff involved with a minimum of $150 per hour plus GST, unless another arrangement is agreed. Where the out-of-scope work requires the Director(s) or senior managers of the business, the rate will be a minimum of $200 per hour plus GST. Additionally, overtime hours will be charged for out-of-scope work requested by the client and required to be done urgently or on weekends (to avoid confusion this is in addition to the standard out of scope hourly rates). We will provide you with the details of these hourly rates prior to completing any of this work. Fixed fee agreements will increase by CPI each year.
Our disbursements include charges for services or products supplied by others. Unless otherwise agreed in writing, we will charge you the amount charged to us by others for goods or services plus an additional handling fee of 20%.
We may also charge you for goods or services supplied by us which are not included in our agreed fees and we reasonably consider are required to perform our services for you. Such goods or services may include (without limitation) any preliminary work performed at your request, printing, photocopying, scanning, telephone calls, faxes, postage, travel expenses, meals when travelling, design or creative work, third party images or intellectual property, web hosting or domain name fees.
For any meetings held in person located more than 15km from Mordialloc, Victoria, we reserve the right to charge travel time to and from the meeting at an hourly rate of $100 per hour for the travel of distances above the 15km.
If our bills remain unpaid, we may cease providing our services to you immediately upon notice. You agree to indemnify us for any costs or fees that we incur in order to have our bills paid by you.
To the extent permitted by law, we are not liable for any loss, damage or liability directly or indirectly arising from or in connection with our services. You waive any right to bring a claim arising from or in connection with our services. You agree to indemnify us for any loss, damage or liability that we incur to, or any claim made by, third parties in connection with our services to you.
In the course of our engagement, you may disclose to us, and we may collect, information that is subject to privacy law or regulations. We will use that information and disclose it to our affiliates, suppliers and contractors for the purpose of providing our services to you. We will not disclose such information to other third parties without your approval, unless required by law.
Ideas and concepts, including design concepts shown to you, remain our property and you must keep these confidential and not use any of these which have been communicated to you without our written consent.
All materials provided by you will remain your property and will only be used for the purpose of providing our services to you, unless required by law. All materials provided by us, or anything produced by us or as a result of our services to you, is our property and may only be used as permitted by us.
The terms and conditions of this agreement are severable. If any clause, or part thereof, of this agreement is determined by any court or other competent authority to be unlawful or unenforceable, the remainder of such clause and all other clauses will continue to apply.
Unless otherwise agreed in writing, either party may terminate our engagement by giving one month’s written notice to the other. If our engagement is terminated, you agree to pay our fees, disbursements and charge for goods and services incurred up to termination and for any work that we are required to do after termination.
Force Majeure. We will have no liability to you in relation to any loss, damage or expense caused by your failure to complete works or provide services as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lockout, breakdown, war, pandemic, the inability of our usual suppliers to supply necessary goods and services or any other matter beyond our control.
Your continued instructions to us will confirm your acceptance of the terms and conditions of this agreement.
These terms and conditions may change from time to time without notice, however will be available on the Ebony & Salt website (www.ebonysalt.com.au) at all times.
This agreement is governed by Victorian law. Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of Victoria.
Version – August 2022