The Sodali & Co Terms of Engagement outlines the standard terms and conditions which apply to all Sodali & Co (Sodali) 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 Sodali & Co and the client company. The Terms of Engagement is accepted by virtue of accepting/approving a Sodali & Co Quote, allowing Sodali & Co 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 Sodali & Co to the Terms of Engagement will be advised in writing.
The success of every Sodali & Co project depends on the commitment and collaboration of both Sodali & Co and the client. To achieve this, every Sodali & Co project is based on agreement between Sodali & Co and the client on four key areas:
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 Sodali & Co commitments for a corporate reporting project may include:
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:
Before commencing any project Sodali & Co 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 Sodali & Co’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 Sodali & Co in writing. All Sodali & Co contract Quotes are valid for 30 days.
As soon as possible after the contract Quote is approved, a contract Brief will be developed and agreed between both Sodali & Co 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 Sodali & Co and the client fully understand the creative outcome required and drives the creative process.
As soon as possible after the contract Quote is approved a contract Schedule will be agreed by both Sodali & Co 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. Sodali & Co will consult with the client to set the Schedule’s key milestones and key dates. To achieve these milestones and dates, Sodali & Co may require the client to provide Sodali & Co 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, Sodali & Co may (at its discretion) add the length of the delay to Sodali & Co’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:
Every Sodali & Co project is based on an agreed contract, itemising in four separate sections, every aspect of the project. The four sections are:
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. Sodali & Co support services, such as hosting, will also be defined in a quote, or within the scope of a Quote.
All contract Quotes outline the charges or rates applicable for a project.
For every project additional costs apply if:
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. Sodali & Co endeavours 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.
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:
Sodali & Co’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 Sodali & Co and the client.
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).
The nature of the services Sodali & Co provides requires Sodali & Co to incur costs that cannot be outlined at the time of commissioning. Sodali & Co 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 Sodali & Co for the project. Some Contract Quotes include a budget allowance for miscellaneous expenses that either Sodali & Co 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 Sodali & Co. Such arrangements and costs are commercial-in-confidence. If costs exceed $200 each/per item, approval will be requested before proceeding.
The client should retain originals of any material provided to Sodali & Co. Where possible, only copies of material are to be provided to Sodali & Co. 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.
Sodali & Co 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 Sodali & Co and will only be retained by Sodali & Co after four months if the client have specifically requested it and agreed to a written quote for Sodali & Co’s archive service. A fee may apply. This must be done prior to the expiration of the four months after delivery period.
Native/raw design and typeset files remain the property of Sodali & Co. 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 Sodali & Co’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.
The suspension by the client of any work for a period of 30 days shall entitle Sodali & Co to payment in full for all work completed. Sodali & Co will not continue to work for any client failing to pay Sodali & Co 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.
Orders cannot be cancelled except upon terms, which will compensate Sodali & Co for all work done, resources allocated and materials used till cancellation, as determined by Sodali & Co.
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 Sodali & Co 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 Sodali & Co. 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.
Sodali & Co represents and warrants that they have the right to enter into and perform this Agreement. Sodali & Co further represents and warrants that they have the right to utilise and distribute the designs created for the Client and that such designs are not owned by anyone else to Sodali & Co’s knowledge. In the event that Sodali & Co does not have these rights, Sodali & Co will repay any associated damages the Client may experience or will take responsibility so that the Client does not experience any damages.
The Client represents and warrants that it has the rights to use any proprietary information, including, but not limited to trade secrets, trademarks, logos, copyrights, images, data, figures, content, and the like that it may provide to Sodali & Co to be included in this project. In the event that the Client does not have these rights, the Client will repay any associated damages Sodali & Co may experience or will take responsibility so that Sodali & Co does not experience any damages.
Sodali & Co shall complete their services for the Client’s purposes and to the Client’s specifications. Sodali & Co does not represent or warrant that such deliverables will create any additional profits, sales, exposure, brand recognition, or the like. Sodali & Co has no responsibility to the client if the deliverables do not lead to the client’s desired result(s).
Under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery. 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.
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.
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.
Where the client carry out production organised by themselves from files created by Sodali & Co, 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 Sodali & Co does not organise production, whilst all care is taken, Sodali & Co is not responsible for any subsequent production resulting from these files. The receipt of Sodali & Co’s files by the client is deemed acceptance by them of responsibility for all work resulting from using the Sodali & Co files. Sodali & Co 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 Sodali & Co’s online project management system which provides access to schedules, actions and other live project management features. This allows the client and Sodali & Co to upload progressive content and layout files. While security measures and all care is taken, client’s access, use, upload content to, and approve Sodali & Co to do the same, at the client’s risk.
Editar is a production system that allows the client and Sodali & Co to edit their content within the design layout. While security measures and all care is taken, the client accesses, uses, edits, and approves Sodali & Co to do the same, at the client’s risk.
Sodali & Co 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. Sodali & Co has the right to reproduce or sell the work, distribute copies, prepare derivative works or display the work publicly, for its own marketing purposes. Sodali & Co retains the copyright to all concept and design proposals submitted to, but not approved by the client.
Sodali & Co’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, Sodali & Co retains the right to reproduce or sell the work, distribute copies, prepare derivative works or display the work publicly, for its own marketing purposes.
Sodali & Co 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. Sodali & Co retains the right to display the work publicly, for its own marketing purposes.
All websites and Online Reports created by Sodali & Co reside, and are hosted on, Sodali & Co’s supplier servers. These web servers utilise a combination of Open Source (Linux, Apache, MySQL, PHP) and Proprietary (owned and created by Sodali & Co) technologies to house, create and manage all Sodali & Co websites. Accordingly all design, files and IT systems used in the process of creating the website or online report remain the property of Sodali & Co both in copyright and actuality. This combination is unique to the Sodali & Co web servers and cannot be transferred to an alternate web server. Sodali & Co does not create websites to be hosted externally to the Sodali & Co web server suppliers.
Download the Sodali & Co Online Service Level Agreement. Please contact Sodali & Co if you have any questions about the Terms of Engagement.
