Terms of Trade
This agreement applies to trade with Insync Creative Pty Ltd trading as The Insync Collective and the three businesses that form The Insync Collective namely, Jane Mant Art, Make•Do Studio and Honeyeater Nature Art.
For the purpose of this agreement and unless otherwise stated in writing:
- “Additional Work” includes all work undertaken by The Insync Collective as a consequence of the Buyer’s variation, alteration or modification of its instructions in relation to the original Order;
- “Buyer” shall mean the Buyer named on any quote, invoice, purchase order, or any other document produced in relation to this agreement, or any person acting on behalf of and with the authority of the Buyer.
- “Disbursements” means costs that cannot be accurately predicted prior to the undertaking of a project – will be billed at cost to the customer. Standard industry disbursements include couriers, Xerox proofs, scanning of high quality imagery and any other materials or services that may be used in bringing the Order to completion.
- “Goods” shall mean all Goods supplied by The Insync Collective to the Buyer or ordered by the Buyer but not yet supplied and includes Goods described on any quote, invoice, purchase order, or any other document including any recommendations and advice.
- “Job Preparation” means any and all work performed by The Insync Collective at the Buyer’s express or implied request, the performance of which work was necessary to enable the Order to be commenced and which work was not within the reasonable contemplation of The Insync Collective at the time when the Cost Estimate was supplied;
- “Order” means the work required to be done in order to fulfill the Buyer’s instructions;
- “Services” shall mean all Services supplied by The Insync Collective to the Buyer and includes any Services outlined in any quote, invoice, purchase order, or any other documentation produced in relation to this agreement including any recommendations and advice.
- “The Insync Collective” shall mean Insync Creative Pty Ltd, ABN 95 088 303 584 and its respective successors and assigns.
- “The Insync Collective Charge” refers in each case to the standard or usual fee charged by The Insync Collective, from time to time in respect of the Order.
2. COST ESTIMATE
2.1 The Insync Collective to supply a Cost Estimate
The Insync Collective may if, requested by the Buyer, give the Buyer an estimate specifying the work required to be done in order to fulfill the Buyer’s instructions and associated charges for the performance of such work.
2.2 Acceptance by Buyer
Acceptance of the cost estimate will constitute acceptance of The Insync Collective’s Terms and Conditions. The Buyer may accept the Cost Estimate by instructing (orally or in writing) The Insync Collective to commence work. The Buyer warrants that the persons’ accepting this agreement are duly authorised by the Buyer to execute this agreement.
2.3 The Insync Collective may revise Cost Estimate
Though every effort is made to ensure the charges quoted in The Insync Collective estimates are accurate, they remain an estimate only. The actual cost of the job will be charged upon its completion. However, should our costs begin to appear likely to exceed our initial estimate by more than 25% the Buyer will be notified. Upon The Insync Collective giving the Buyer notification of such amendment such amended estimate shall be and be deemed to be the Cost Estimate for the purposes of these Terms and Conditions.
3.1 Time for payment
Payment shall be within 14 days of the Invoice date unless otherwise negotiated with The Insync Collective.
3.2 Method of payment
Payment for the Order is to be made by the Buyer by cash, cheque, electronic funds transfer (EFT), or any other form of payment as agreed by The Insync Collective and the Buyer. Unless otherwise stated, all payment shall be in Australian Dollars.
3.3 Delivery of Goods
Goods such as, but not limited to original artworks, prints, bespoke furniture and upcycled objects will not be dispatched until full payment is received.
3.4 Advance and progress payments
(a) The Insync Collective may request a deposit from the Buyer for the purchase of materials before work commences, or where The Insync Collective considers it otherwise prudent to do so.
(b) The Insync Collective may, in the event that The Insync Collective is of the view that completing the Order will take more than a month, at any time before the Order is completed, issue one or more invoices for a proportion of the amount of the Cost Estimate (the proportion to be at The Insync Collective’s discretion) and require that proportion of the Cost Estimate to be paid in advance of any further work being done.
(c) If the Order is suspended for more than 14 days at the request of the Buyer or as a result of something for which the Buyer is responsible, The Insync Collective may issue an invoice for a particular sum (to be specified by The Insync Collective) for the work already done and for other costs incurred by The Insync Collective (such as storage costs).
When the Order has been completed, The Insync Collective will issue an invoice to the Buyer for the amount of the Cost Estimate or, if no Cost Estimate was made, for an amount representing The Insync Collective Charge for the work done in filling the Order, and for any of the other charges specified in clause 4.2. Goods including, but not limited to, original artwork, prints, bespoke furniture or upcycled objects are invoiced at the listed price, plus any of the other charges specified in clause 4.2 deemed appropriate.
4.2 Additional Charges
In addition to the amount of the Cost Estimate, or where no Cost Estimate was given, in addition to the amount representing the The Insync Collective Charge for the work done, The Insync Collective may charge to the Buyer:
(a) fees for any extra Job Preparation required.
(b) fees for additional work required to be done as a result of the Buyer changing his, her or its instructions and/or specifications.
(c) fees for materials purchased that can’t be reused as a result of the Buyer changing his, her or its instructions.
(d) fees for changing or correcting supplied text or imagery, in order to ensure that the Goods are properly produced.
(e) fees for additional work required as a result of author’s corrections.
(f) fees for any requested expenses which do not form part of our proposal including but not limited to the purchase of website themes and plug-ins, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses.
(g) fees for handling or storing material or equipment supplied by the Buyer for the purposes of the Order.
(h) freight costs and charges.
(i) other charges, fees or disbursements referred to in these Terms and Conditions and not specified in this clause.
4.3 Orders awaiting Buyer input
If the Order is left on-hold for more than 14 days waiting for Buyer feedback, the supply of further information or materials to complete the Order, The Insync Collective may issue an work-in-progress invoice for a particular sum (to be specified by The Insync Collective) for the work already done and for other costs incurred by The Insync Collective (such as storage costs).
The Buyer must pay to The Insync Collective any costs, expenses or losses incurred by The Insync Collective as a result of the Buyer’s failure to pay to The Insync Collective all sums outstanding from the Buyer to The Insync Collective (including, without limiting the generality of the obligation set out in this clause, any debt collection and legal costs).
6. COPYRIGHT & INTELLECTUAL PROPERTY
The Insync Collective
Intellectual Property (IP) rights to all original material created by The Insync Collective (including all paid conceptual development), and identifiable original elements contained therein, are vested entirely in The Insync Collective. Under no circumstances is the Buyer permitted to use this material, or identifiable original elements contained therein, in any application other than that specified in the Buyer’s original Order.
This will remain the case unless The Insync Collective agrees in writing to formally assign IP rights for specific material, and/or identifiable original elements contained therein, to the client. The Insync Collective reserves the right to require additional compensation in return for the assignment of these rights, the form and value of which to be negotiated between The Insync Collective and the Buyer on a case-by-case basis.
Any material whatsoever which may be subject to any form of trademark or copyright that is displayed as part of the Order is to be supplied by the client or related parties who warrant to have obtained all proper consent necessary for use of such material.
7. TITLE & RISK
- Risk passes to the Buyer upon delivery of the Goods and Services. The Goods and Services shall remain the property of The Insync Collective until all debts due are paid in full.
- If the Buyer fails to pay the debt owed by the due date for payment, The Insync Collective reserves the right to reclaim possession of the Goods. All costs of such repossession of the Goods by The Insync Collective will be payable by the Buyer.
- The Buyer shall indemnify The Insync Collective against any loss or expense arising from the Buyer breaching this contract.
- The Insync Collective will not be liable to the Buyer for any loss or damage the Buyer suffers because The Insync Collective exercised its rights under this clause.
8. INDEMNITY & QUALIFICATIONS
- The Buyer agrees that no claim shall be made against The Insync Collective and any of its directors, officers, partners, employees or agents (“Indemnified Persons”) to recover any loss or damage which the Buyer or its associates may suffer by reason of or arising out of anything done or omitted in relation to the provision of the Goods and/or Services described in the Order.
- The Buyer must indemnify and keep indemnified The Insync Collective and the Indemnified Persons in respect of any claim, action, damage, loss, liability, cost, charge, expense or payment however arising (“Loss”) made or brought against, or paid, suffered, incurred by any Indemnified Person as a result of or in connections with, directly or indirectly, the provision of Goods or Services, described in the Order, including without limitation legal costs on a full indemnity basis.
- The maximum amount for which The Insync Collective or the Indemnified Persons will be liable in respect of Loss made or brought against, or paid, suffered incurred by the Buyer or related party as a result of or in connection with the order, is the total fees paid to The Insync Collective in relation to this engagement.
- The remedies contained in this clause are without prejudice to and in addition to any warranties, indemnities, remedies or other rights provided by law, statute and/or under any other provision of the Order for the benefit of The Insync Collective.
If The Insync Collective submits to the Buyer a proof of the Goods, The Insync Collective will not be responsible for any errors in the Goods, which appeared in the proof, and were not corrected by the Buyer before the Order was completed.
9.2 Electronic data
Without limiting the generality of the foregoing clauses, The Insync Collective will not be liable to the Buyer for loss, however caused, of any data stored on disks, tapes, compact disks or other media supplied by the Buyer to The Insync Collective, or created by The Insync Collective.
9.3 Force Majeure
The Insync Collective will have no liability to the Buyer in relation to any loss, damage or expense caused by The Insync Collective’s failure to complete the Order or to deliver the Goods as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lockout, breakdown, war, the inability of The Insync Collective’s normal suppliers to supply necessary materials or any other matter beyond The Insync Collective’s control.
In the event that the Buyer terminates the agreement the Buyer shall be liable for all costs and expenses incurred by The Insync Collective up to the date of receipt of notice of termination by the Buyer, including costs, which The Insync Collective is liable to pay after the date of receipt of the notice. The Buyer hereby authorises The Insync Collective to deduct all expenses incurred by The Insync Collective up to the date of termination from any deposit held by The Insync Collective in relation to the Order. The Buyer is liable to pay for any costs exceeding the deposit held.
Any changes to the Buyer details including name, address, telephone, email, or any changes in ownership structure of the Buyer requires written notice to The Insync Collective within ten (10) business days of such changes being made.
12. GENERAL MATTERS
12.1 Alterations to design style
If, before the Cost Estimate is prepared, the Buyer does not give The Insync Collective specific instructions in relation to design style or preference:
(a) The Insync Collective may use any design style, type and layout which, in The Insync Collective’s opinion, is appropriate; and
(b) The Insync Collective may charge an additional amount for any additional work required to be done (including the production of additional proofs) as a result of the Buyer subsequently altering the design style, type or layout used by The Insync Collective.
12.2 Outside work
If The Insync Collective has to obtain goods (including typefaces, stock or original photography, building materials or art materials) and/or services not normally stocked or supplied by The Insync Collective from a third party in order to carry out the Buyer’s instructions:
(a) The Insync Collective will not be liable for any breach of these Terms and Conditions if that breach is a result of or is connected with the supply by the third party of such goods and/or services.
(b) The Insync Collective acquires such goods and/or services as agent for the Buyer and not as principal and will have no liability to the Buyer in relation to the supply of those goods and/or services. Any claim by the Buyer in relation to the supply of those goods and/or services must be made directly against the third party.
(c) The Buyer must pay for such goods and/or services.
(d) Property in any such goods obtained from a third party and incorporated into the Goods passes to The Insync Collective at the time of incorporation.
12.3 Material supplied by the Buyer
If The Insync Collective and the Buyer agree that the Buyer is responsible for supplying materials or equipment for the purposes of the Order:
(a) The Buyer must supply sufficient quantities of materials to allow for spoilage, such quantity to be specified by The Insync Collective.
(b) The Insync Collective will not normally count or check the materials and if requested by the Buyer to do so, may charge for counting or checking.
(c) The Insync Collective will not be responsible for any defects in the Goods, which are caused, by defects in or the unsuitability of materials or equipment supplied by the Buyer.
(d) Property in any materials supplied by the Buyer and incorporated into the Goods passes to The Insync Collective at the time of incorporation.
Materials and information required by The Insync Collective to complete the Order may include, but are not limited to, photographs, written copy, logos, other printed material, fabric, existing furniture and objects.
12.4 Property left with The Insync Collective
If the Buyer leaves property in The Insync Collective’s possession without specific instructions as to what is to be done with it, The Insync Collective may, 12 months after gaining possession of the property, dispose of or sell the property and retain any proceeds of sale as compensation for holding and handling the property.
12.5 Responsibility to insure
The Insync Collective has no obligation to insure any property of the Buyer in the The Insync Collective’s possession. The Buyer must pay the cost of any insurance arranged by The Insync Collective at the request of the Buyer.
12.6 Ancillary materials
Unless The Insync Collective and Buyer agree otherwise, drawings, sketches, paintings, photographs, designs, typesetting, models, mock-ups, stencils, or other media or data and other material produced by The Insync Collective in the course of or in preparation for performing the Order (whether or not in fact used for the purposes of performing the Order) are the property of The Insync Collective.
The Buyer must keep confidential and not use any ideas communicated by The Insync Collective to the Buyer without The Insync Collective’s written consent.
12.8 Electronic/magnetic media
All disks, tapes, compact disks or other media (other than media supplied by the Buyer) used by The Insync Collective to store data for the purposes of completing the Order are the property of The Insync Collective. The Buyer cannot require The Insync Collective to supply to the Buyer any data so stored. In the event that The Insync Collective does supply any data so stored or created, The Insync Collective may charge for supplying such data to the Buyer.
12.9 Storage of Buyer electronic data files
Although every effort is made to protect electronic data files created by The Insync Collective for the purpose of completing the Order, The Insync Collective will not be liable for stored data on disks, tapes, compact disks or other media when the Order has been completed. If the Buyer wishes The Insync Collective to supply the final data files when the Order is complete, The Insync Collective may charge for doing so.
This agreement shall be governed by and construed in accordance with the laws of the Courts of South Australia. The Buyer submits to the jurisdiction of the Courts of South Australia.
14. DATA COLLECTION
The Insync Collective collects personal information from Buyers during interactions driven by them via our website, hard copy forms and telephone or in-person meetings so that we can provide them with the requested product or service. The information may also be used with Buyer’s inferred or express consent for marketing and promotional purposes.
The information collected includes Buyer name, company name, address and contact details and will not be disclosed to any third parties without your knowledge or consent unless those third parties are acting as our agents. If you do not provide this information we may be unable to process your request.
The Insync Collective aims to maintain the highest level of security across our own servers and we only work with reputable third party providers who also maintain a high level of security with personal information collected and stored.
To obtain access to any personal information The Insync Collective holds, or to make a complaint email firstname.lastname@example.org