Play Make Studio – Graphic and Creative Design Services

Please read the following terms and conditions carefully. By accepting any Quotation provided and paying the deposit you as the Client agree to be bound by these terms and conditions.

1. DEFINITIONS

i. ‘Play Make Studio” means Rebecca Tink trading as Play Make Studio ABN 306 794 965 24 (Play Make Studio is a registered business name).

ii. ‘Client’ means a person/s or company who engages Play Make Studio for graphic design, website, creative and / or other related services.

iii. ‘Deliverables’ means the end product/s to be delivered by Play Make Studio to a Client, in the form and media specified in the Quotation.

iv. ‘Quotation’ means a proposal, a design quotation or a scope of work agreement, provided to the Client in writing by Play Make Studio.

v. ‘Project’ means the scope and purpose of the Client’s identified usage of the work product as described in the Quotation.

vi. ‘Service’ and ‘Services’ means the service/s to be provided to the Client by Play Make Studio in a Project, as more fully described in a Quotation.

2. QUOTATION AND COMMENCEMENT OF WORK

i. Play Make Studio and the Client will participate in an initial consultation at no charge to the Client to discuss the Services to be requested by the Client in connection with a Project / Deliverable. This initial consultation may be held via phone, zoom, in person or any other agreed means.

ii. Following the initial consultation in connection with a potential Project, Play Make Studio will provide a Quotation to the Client for their approval outlining the Services to be provided.

iii. All Quotations provided by Play Make Studio are free of charge and are valid for 30 days from the date of issue. Quotations that are not accepted within the time identified may be subject to amendment.

iv. An up-front non-refundable 50% deposit of the amount detailed in a Quotation is required prior to Play Make Studio commencing any work on a Project.

v. All prices are quoted in Australian Dollars and are exclusive of GST.

3. DRAFT CONCEPTS & FINAL DELIVERABLES

i. Once the non-refundable deposit has been received, Play Make Studio will commence work on the draft Deliverables for a Project. The parties must agree a timeline for the delivery of the work prior to work commencing.

ii. All concepts created by Play Make Studio are presented in low resolution draft format for on-screen review / proofing with high resolution files are only released once full payment is received.

iii. The Client must confirm in writing that they approve or require revisions to supplied the draft concepts, within 14 days of receipt of any draft concept. All revisions are subject to clause 4 below.

iv. Should the Client fail to contact Play Make Studio or notify Play Make Studio of any corrections, changes or amendments, or of final concept approval, within 14 calendar days of receipt of any draft concept,

Play Make Studio reserves the right to consider a Project complete, and issue an invoice for payment of work completed.

4. REVISIONS

i. Any corrections required by the Client, as well as any changes or amendments to a Project as specified in the Quotation that are requested by the Client must be provided to Play Make Studio in writing within 14 calendar days.

ii. The permitted number of revisions to a Project will be set out in each Quotation. Any additional revisions not otherwise included in a Quotation will incur an additional fee, as agreed between the Client and Play Make Studio.

5. DELIVERABLES AND FILE FORMATS

i. Final approval of work must also be provided to Play Make Studio in writing before any work is released (verbal approvals cannot be accepted)

ii. Subject to clause 4, Play Make Studio will process any revisions in accordance with a timetable agreed on case by case basis.

iii. High-resolution PDF’s of a final Deliverable can only be supplied by Play Make Studio upon final payment by the Client.

iv. Play Make Studio does not release or supply any working files used in the creation of a Project (such as Adobe Illustrator, InDesign, or Photoshop).

v. Upon Project completion, Play Make Studio securely backs up and stores all associated files. Should the Client request the supply of any files more than 30 days after Project completion, a retrieval fee may be incurred.

vi. It is the Client’s responsibility to notify Play Make Studio of any material deadlines prior to the commencement of any Project and agree a reasonable timetable.

6. ERRORS & OMISSIONS

i. The Client is strictly responsible for proof reading, reviewing and identifying any errors or omissions in draft concepts, prior to providing final approval of a Deliverable.

ii. Whilst all care is taken by Play Make Studio in producing draft concepts and final Deliverables, the Client assumes and accepts liability for any errors not corrected in the proofing / approval process.

iii. Final artwork is not released to the Client or third parties (e.g. printers) until final approval of artwork is provided to Play Make Studio in writing – verbal approvals cannot be accepted.

7. OFFSET & DIGITAL PRINTING

i. Files provided by the client to Play Make Studio for use in high quality print reproduction must be supplied as CMYK and at a minimum resolution of 300dpi at actual size.

ii. Additional charges may apply where Play Make Studio is required to manipulate and convert client supplied files to ensure they are press-ready.

iii. Play Make Studio thoroughly checks all images supplied, and provides advice to the client regarding reproduction quality, colour and stock.

iv. The client accepts that Play Make Studio is not responsible for any Client supplied images that do not print as expected.

v. Play Make Studio supplies files to print companies and other third parties for high quality reproduction at a minimum of 300dpi at actual size, or as high resolution PDF’s, and according to their required specifications.

vi. Due to variations in computer settings, on-screen colour proofing / review may differ between monitors and devices, and can differ from the final printed result. The Client acknowledges that on-screen proofing / review is not an accurate representation of the final printed Project and that Play Make Studio is not responsible for any colour variations that may occur between on-screen concepts and the final printed outcome. Colour accuracy is best determined at the chosen print company, by the production of pre-press calibrated high resolution concepts. Depending upon the print company, such colour-accurate hard copy concepts may attract an additional cost. Prices are available upon request.

vii. Play Make Studio will happily press-check projects where feasible and where requested, to help ensure consistency and the best possible printed outcome. The client accepts that Play Make Studio is not responsible for any print inaccuracies that may arise.

8. INVOICING & PAYMENT

i. An invoice will be issued to the Client for all work to be completed by Play Make Studio.

ii. Work on a Project will only begin once the 50% non-refundable deposit has been received.

iii. The balance of any invoice is payable by the Client on the date that is 4 weeks after the deposit has been received (unless other payment terms are specified in an invoice).

iv. Quotation pricing includes Play Make Studio fees only. Any and all third party costs (including for example sprinter or other third party costs) may be invoiced to the Client, unless specifically otherwise provided for in the Quotation.

v. Payment of any balance is required in full prior to releasing high-resolution digital files, and/or supplying files for offset or digital printing, and/or publishing websites.

vi. Travel time and associated costs for on-site consultations may also be calculated as an additional cost.

vii. Play Make Studio reserves all rights to charge the Client for all debt collection fees, legal fees and court fees

that may be incurred as a result of the Client’s failure to pay invoices by the due date for payment.

9. TERMINATION POLICY

i. Play Make Studio cannot issue credit or refunds for completed work.

ii. From time to time circumstances beyond the control of either party may result in the need for a Project to be cancelled. Subject to clause 9 (iii) below, in the event of the Client cancelling a Project after work on a Project has commenced then deposit will be forfeited. This is to cover design and administration time spent, resources purchased and allocated, research time and administration costs or

iii. In addition to clause 9(ii), in the event that the Client cancels the Project at a point of time when Play Make Studio has spent more than 50% of the time required to complete the Project (as reasonably agreed by the Client and Play Make Studio) then Play Make Studio will issue an invoice for all work completed up to the date of termination, on a time cost basis, at the hourly rate specified in a Quotation. Payment of this additional amount will be required to be made by the Client in accordance with clause 8.

iv. If a Project is cancelled by Play Make Studio after work has commenced due to unforeseen circumstances, the deposit will be refunded in full to the Client in a timely manner.

10. CONFIDENTIAL INFORMATION

i. Each of Play Make Studio and the Client acknowledge that during business dealings they may receive certain confidential information and materials of the other party.

ii. Each party, including its agents and employees, agrees to hold and maintain in strict confidence all confidential Information and shall not disclose confidential Information to any third party or use any confidential Information except as may be necessary to perform its obligations under the Quotation, and as may be required by a court or governmental authority.

iii. Confidential Information does not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

11. LIMITATION OF LIABILITY

i. Nothing in this Agreement is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Commonwealth legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified by agreement. If the Client is a consumer then nothing in this Agreement restricts, limits or modifies your rights or remedies against Us for a failure of a statutory guarantee under the Australian Consumer Law (existing under the Competition and Consumer Act 2010 (Cth)) (the “ACL”).

ii. Play Make Studio makes every effort to maintain the highest possible work standards, however cannot accept responsibility for any loss, expense or liability of any kind incurred whilst preparing work for the Client in a freelance capacity including any failure to meet a deadline to produce a Deliverable.

iii. To the extent permitted by law, Play Make Studio shall not be liable to the Client or to any third party for any loss or damage arising directly or indirectly in connection with the provision of services in accordance with these terms and conditions for any Project. The Client indemnifies and holds harmless Play Make Studio from and against any claims, costs, expenses, negligence, actions or suits suffered, sustained or incurred by the Client or any third party. This includes, without limitation, interruptions caused by acts of nature, or any other circumstances beyond reasonable control, any lost profits, business interruption, loss of data or otherwise, even if expressly advised of the possibility of such damages

iv. Under no circumstances will Play Make Studio be liable to the Client for an indirect or consequential loss suffered by the Client as a result of engaging Play Make Studio including (without limitation) loss of profit, loss of contracts or pure economic loss. Any liability is strictly limited to the direct losses associated with remedial costs of the supplies only, not to include claims for delays, out of sequence working, non-productive overtime, award of costs, etc.

v. Liability to any third party for any reason is specifically excluded unless separately agreed in writing (except to the extent of any liability imposed by the ACL).

12. USE OF IMAGES, INTELLECTUAL PROPERTY AND COPYRIGHT

i. Play Make Studio reserves the right to use stock images in the creation of designs if required. Costs of this will be outlined to the Client prior to purchase if not included in a Quotation.

ii. The Client warrants and represents that any material provided by the Client to Play Make Studio will not infringe upon the rights of any other person or entity. The Client fully indemnifies and holds harmless Play Make Studio for a breach of this warranty by the Client.

iii. Until final and full payment is made by the Client, Play Make Studio retains ownership of all work the subject of a Project. Play Make Studio reserve the rights to certain elements used to create your projects including RAW files, fonts, patterns, stock images, textures, colour palettes and other non-exclusive items.

iv. Once a final Project is delivered to a Client upon full payment being received, ownership rights to the Project transfer to the Client subject to clause 13. This granting of copyright does not extend to the use of design proposals and concepts submitted to but not approved for the work outlined.

v. Other than for the promotional use of Play Make Studio all services provided in connection with a Project shall be for the exclusive use of the Client’s said purposes only.

vi. It is agreed that all work and materials provided for the Client by Play Make Studio will be free and clear of all liens and encumbrances and may be lawfully used by the Client without infringing upon the rights of other.

vii. In the event of cancellation of a Project by the Client, ownership of all copyrights and the original artwork and disks shall be returned and retained by the Play Make Studio.

13. PROMOTION

i. Play Make Studio reserve the right to use all artwork produced, concepts produced in the course of the Project (including those concepts not selected) and revisions for the purposes of promoting Play Make Studio in print or digital media portfolios, social media and blogs, except where the Client has specifically requested in writing otherwise.

ii. Play Make Studio retains the right to publish and display any Client Project in Play Make Studio’s portfolio, website, design periodicals, and other media or exhibits.

iii. The Client also agrees to allow Play Make Studio to showcase any/all work created in the course of a Project as part of the Play Make Studio portfolio.

iv. Play Make Studio acknowledges the confidential nature of Projects and agrees to only display Project work once product/site has been publicly launched/commences.

14. MISCELLANOUS

i. This Agreement is governed by the laws of New South Wales.

ii. Each party waives any right it has to object to an action being brought in the courts of New South Wales including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

iii. Play Make Studio may exercise its rights at any time and does not waive those even if it has previously waived a breach or default of all or part of the same or other provision; or delayed or omitted to exercise its rights.

iv. Neither party not assign or otherwise transfer or attempt to assign any right or obligation under this Agreement without our prior written consent.

v. You must do whatever is necessary to give full effect to this Agreement. This may include executing a document or carrying out an act.

vi. This Agreement binds and benefits the parties and their respective legal personal representatives, successors and permitted assigns.

vii. This Agreement constitutes the entire agreement between Play Make Studio and the Client in relation to its subject matter. Any prior arrangements, agreements, representations or undertakings are superseded and replaced by this Agreement.

viii. All and any amendments to the Terms and Conditions outlined in this submission must be provided in writing and signed by an authorised representative of The Company prior to the commencement of work.

ix. Play Make Studio will not be liable for any failure or delay in supply or delivery of products/services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of Play Make Studio. Including but not limited to war, natural disasters, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.