TERMS OF ENGAGEMENT
The Designate Terms of Engagement outlines the standard terms and conditions which apply to all Designate Group (Designate) projects (and quotes) with the client company, unless specifically varied and agreed in an individual contract Quote.
The Terms of Engagement applies to all projects and work contracted by Designate Group and the client company. The Terms of Engagement is accepted by virtue of accepting/approving a Designate Quote, allowing Designate to proceed with commissioned work. The Quote, and therefore the Terms of Engagement, must be accepted by a representative of the client company who is authorised and responsible for this acceptance. Their agreement is considered authorisation and acceptance of the terms and conditions on behalf of the company. Changes made by Designate to the Terms of Engagement will be advised in writing.
2. Conditions of Engagement
2.1 Contractual Arrangement
The success of every Designate project depends on the commitment and collaboration of both Designate and the client. To achieve this, every Designate project is based on agreement between Designate and the client on four key areas.
- a signed, approved Contract Quote
- an approved Contract Schedule
- an approved Contract Brief
- the conditions set out in this Terms of Engagement.
2.2 Designate Commitments
The specific nature of our commitments vary according to the project and its requirements and are detailed in the section of the individual contract Quote. Examples of Designate commitments for a corporate reporting project may include:
- Editorial Text will be input and checked by Designate before provided as a first mock-up.
- Compliance/statutory and financial information will be input and checked before provided as first mock-up.
- If additional costs apply, the client will be advised before carrying out the task.
2.3 Client Commitments
Specific client commitments vary according to the project and its requirements and are detailed in the individual contract Quote. Examples of the client’s commitments for a report may include:
- Editorial Text – To be supplied as complete and final content in Word Document and PDF version, sectioned as per agreed layout.
- Compliance/statutory and financial information – To be supplied as final audited, board approved in a Word Document and hard-copy or PDF indicating layout/paragraph or page breaks and heading hierarchy. If provided in Excel, additional fees apply.
- After Designate has provided the first mock-up, all changes provided as marked up on one typeset copy only or one marked up PDF (not tracked changes in Word Document).
- Graphs & Diagrams – To be provided with all information as raw data in useable format (excel preferable).
- The client should keep copies of any original material/changes provided.
2.4 Contract Quote
Before commencing any project Designate Group provides a contract Quote detailing the project, scope of work, items that will be provided under that scope, conditions that may be specific to that contract and the contract price. No project will commence without written/signed approval of the contract Quote. This approval must be by an employee of the client who is authorised to provide such approval on behalf of the client. Such approval is binding on behalf of the client and all legal and financial liability for work done according to that approval lies with the client and not with any other party. All invoices will be made out to the client contact who authorised the project. Acceptance of Designate Group’s contract Quote is an acceptance of the items covered by this Terms of Engagement not withstanding any inconsistencies with terms and conditions contained in the client’s order unless otherwise expressly agreed to by Designate Group in writing. All Designate Group contract Quotes are valid for 30 days.
2.5 Contract Brief
As soon as possible after the contract Quote is approved, a contract Brief will be developed and agreed between both Designate and the client. No project can proceed until the Brief has been agreed. This contract Brief is essential to the successful project outcomes as it ensures Designate and the client fully understand the creative outcome required and drives the creative process.
2.6 Contract Schedule
As soon as possible after the contract Quote is approved a contract Schedule will be agreed by both Designate and the client. This contract Schedule indicates key milestones, key dates and business days allowed for each item and the responsibility for either party in its achievement. No project can proceed without an approved Schedule. Designate will consult with the client to set the Schedule’s key milestones and key dates. To achieve these milestones and dates, Designate may require the client to provide Designate with material on which to work (e.g. text for a section or web page) or return signed proofs within a specific time. If this is not received by the specified date, Designate may (at its discretion) add the length of the delay to Designate’s delivery dates. Changes to the contract Schedule or failure to achieve any agreed milestone by its key date may have implications for the project including:
- Risk regarding meeting agreed deadlines and deliverables and the quality of the outcome may be affected. Regardless of the additional costs that apply, and all efforts by Designate, once a contract Schedule is not adhered to, no guarantee can be made on achieving the revised schedule.
- Additional costs, which may include urgency loading, overtime fees, and fees for additional resources to achieve the amended requirements.
3. DESIGNATE’S CONTRACT PROJECT SYSTEM
Every Designate project is based on an agreed contract, itemising in four separate sections, every aspect of the project. The four sections are:
- Project Management
- Creative Process (pre-production) and
- Production (print, online, digital, mobile or other).
The project is then managed through our Project Management System according to those same four sections from commencement to finish with the final item being Project Review. Each contract Quote outlines the specific inclusions for each component of the project. Designate support services, such as hosting, will also be defined in a quote, or within the scope of a Quote.
4. COSTS AND RATES
All contract Quotes outline the charges or rates applicable for a project.
4.2 Additional Charges
For every project additional costs apply if:
- there is variation to the contract Quote (i.e. new/ additional work, or change in material scope, is required.)
- there is variation to the agreed Brief
- there is variation to the contract Schedule
- specifications or already approved designs change
- specific project conditions are not met.
Rates for additional charges are outlined on each Quote. NB. All changes are charged at a minimum half hour for each set/round of changes. Designate endeavors to regularly update the client on additional charges as a matter of courtesy. However, the charges apply whether or not an update is provided. In some instances, we may request agreement before proceeding with work which will incur additional charges.
4.3 Urgency surcharge
Unless specified in the contract Quote, a fixed price surcharge of $100/hr +gst is additional to the normal charge if any of the below conditions apply:
- Outside contract Schedule key dates
- Outside of business hours (Business hours are 9am to 5pm. If outside of business hours fees are charged, they will be incurred after 6pm and before 8:30am on weekdays, and any hours on the weekends.)
- Weekends or public holidays.
5. GENERAL CONDITIONS
5.1 Hours of Operation
Designate’s normal hours of business are 9:00am to 5:00pm (Monday to Friday except Public Holidays and notified holiday periods) and all schedules are developed according to these times. Any work required by the client to be carried out outside these hours may incur an additional charge unless agreed in advance in writing by both Designate and the client.
5.2 Receipt of Changes
Changes or content received after business hours are deemed to have been received the next business day. Urgency rates may apply should the changes/content need to be dealt with prior to the next business day (unless previously agreed and scheduled).
5.3 Miscellaneous Costs
The nature of the services Designate provides requires Designate to incur costs that cannot be outlined at the time of commissioning. Designate therefore reserves the right to commission and charge for, at its discretion, additional costs or services including but not limited to items such as couriers, taxis, print-outs and other expenses as determined necessary by Designate for the project. Some Contract Quotes include a budget allowance for miscellaneous expenses that either Designate or the client may deem necessary for the project. If expenses outside the budgeted amount, or not outlined in the Contract Quote are incurred, the nature and date of the expense will be detailed in the invoice. Charges will be as per our invoice and no greater detail will be provided including any costs by a third party to Designate Group. Such arrangements and costs are commercial-in-confidence. If costs exceed $200 each/per item, approval will be requested before proceeding.
5.4 Client Supplied Material
The client should retain originals of any material provided to Designate Group. Where possible, only copies of material are to be provided to Designate Group. No responsibility is accepted for any material either provided by the client directly or through a third party during the course of the project, not claimed by the client within seven days of delivery of a project.
5.5 Retention of Designate Created Material
Designate will archive all material including computer generated artwork for a period of four months from the time of delivery. This material remains the property of Designate Group and will only be retained by Designate after four months if the client have specifically requested it and agreed to a written quote for Designate’s archive service. A fee may apply. This must be done prior to the expiration of the four months after delivery period.
5.6 Native Files
Native/raw design and typeset files remain the property of Designate. Should the client request a file, a fee will be quoted to purchase the file. This may or may not include copyright and will be advised in the Quote. At Designate’s discretion, some files will not be sold.
Any goods not taken up by the client within two weeks of completion of production must be paid for in full within seven days. Such goods remain at the client’s risk.
5.8 Suspension of Work and Termination
The suspension by the client of any work for a period of 30 days shall entitle Designate Group to payment in full for all work completed. Designate Group will not continue to work for any client failing to pay Designate invoices within the agreed time. The client will be required to pay charges for work done, and for expenses incurred up to the date of termination.
5.9 Cancelled Work
Orders cannot be cancelled except upon terms, which will compensate Designate Group for all work done, resources allocated and materials used till cancellation, as determined by Designate.
5.10 Suitability of Printed Goods
By virtue of the variation in the strength of binding with the quality and absorption values of the paper used, no guarantee is given by Designate Group in relation to the life of a printed document. Colour matching of proofs is subject to individual interpretation, differences in proofing stock to printed stock and differences inherent in printing reproduction methods. To the extent permitted by law, liability for breach of a condition or warranty implied in this contract by the Trade Practices Act (1974) other than a condition implied by section 69, responsibility is limited to either the replacement of the goods, the supply of equivalent goods or the repair of goods as determined by Designate Group. All printed goods determined to be ‘commercially acceptable’ (i.e. a standard of work that is not perfect (has a reasonable amount of imperfections) but is acceptable in accordance with the generally accepted commercial practices), must be accepted by the client.
5.11 Consequential Loss or Damage
Responsibility will not be accepted for consequential loss or damage occasioned by errors, or by delay in delivery.
All claims must be in writing within seven days of receipt of goods, beyond which no claim can be considered.
5.13 Force Majeure
Every effort will be made to carry out any contract based on this estimate but the due performance of it is subject to variation or cancellation owing to an act of God, strikes, lockouts, fire, flood, drought or any other cause beyond our control.
5.14 Payment Terms
Payment of invoices is within 30 days of the invoice date unless specified in the accepted quote. After 30 days, interest at a rate of 10 percent annum may be charged on any amounts unpaid. Each quote outlines specific payment terms.
5.15 Client Print Production
Where the client carry out production organised by themselves from files created by Designate Group, it is the full responsibility of the client to ensure their printer is aware of the current printing standards and requirements using these files and carries out the project according to these standards. For all such projects where Designate Group does not organise production, whilst all care is taken, Designate Group is not responsible for any subsequent production resulting from these files. The receipt of Designate Group’s files by the client is deemed acceptance by them of responsibility for all work resulting from using the Designate files. Designate Group emphasises the need for the client to control and check the production of their project at all stages. These files are supplied on the condition that they are used only as legally allowed under any copyright laws and conditions. A disclaimer form will need to be signed by the client to acknowledge the transfer of responsibility.
Managar is Designate’s online project management system which provides access to schedules, actions and other live project management features. This allows the client and Designate to upload progressive content and layout files. While security measures and all care is taken, client’s access, use, upload content to, and approve Designate to do the same, at the client’s risk.
Editar is a browser-based system that allows the client and Designate to edit their content within the design layout. While security measures and all care is taken, the client accesses, uses, edits, and approves Designate to do the same, at the client’s risk.
5.18 Copyright, Ownership and Intellectual Property
Designate Group retains the copyright and ownership for all design, information, files, material or other output which is produced, extended or modified during the performance of a project including all computer generated material and artwork developed as part of a project. Designate Group has the right to reproduce or sell the work, distribute copies, prepare derivative works or display the work publicly, for its own marketing purposes. Designate Group retains the copyright to all concept and design proposals submitted to, but not approved by the client.
5.19 Copyright Licence
Designate Group’s standard contract includes the granting of Copyright Licence to the client. Copyright Licence grants the client the rights to retain and reproduce any final design, information, and final (print) artwork files as produced under the contract, for its own business purpose. Copyright licence does not allow the final design, information, and final artwork files produced under the contract, to be used, sublicenced or sold to any other third party. As the copyright owner, Designate Group retains the right to reproduce or sell the work, distribute copies, prepare derivative works or display the work publicly, for its own marketing purposes.
5.20 Copyright Assignment
Designate Group may assign Copyright for a fee. Copyright Assignment assigns the client ownership rights for any final design, information, and final (print) artwork files as produced under the contract, to use as legally permitted for its own business purpose. The Copyright Assignment allows for the sublicensing or sale to any other third party. Designate Group retains the right to display the work publicly, for its own marketing purposes.
5.21 Website Creation and Hosting
All websites and Online Reports created by Designate reside, and are hosted on, Designate Group’s web server. This web server utilises a combination of Open Source (Linux, Apache, MySQL, PHP) and Proprietary (owned and created by Designate Group) technologies to house, create and manage all Designate Group websites. Accordingly all design, files and IT systems used in the process of creating the website or online report remain the property of Designate Group both in copyright and actuality. This combination is unique to the Designate Group web server and cannot be transferred to an alternate web server. Designate Group does not create websites to be hosted externally to the Designate Group web server.
5.22 Designate Group Online Service Level Agreement
Download the Designate Group Online Service Level Agreement here. Please contact Designate if you have any questions about the Terms of Engagement.