The Proposal

  • The confirmed date(s) of the booking is as per the booking form completed when selecting the package form, any changes from this date will incur additional charges

  • The packages offer only 1, 2 or 3 day options

  • The services for the project are live graphic recording (virutal or in person)

  • All payment must be made in full through our booking system, otherwise the dates will not be confirmed.

  • The scope of each booking is set out in our package options, no bookings will detract from the scope set out, unless otherwise agreed on

  • All files will be delivered as PNG, PDF of JPG

  • No edit cycles are included after the end of the event, should you wish to make edits, there will be additional charges

The terms of the license agreement are:

  • Non exclusive license of use

  • Perpetual term of use

  • Unrestricted territory

  • Use in any media

  • Deliverables can’t be packaged and resold without Patch Creative’s consent

  • No edits or amendments to illustrations without the approval or engagement of Patch Creative Co.

  1. ENGAGEMENT

    1. By agreeing in writing to the terms of the  Proposal (Proposal) or otherwise giving us instructions to begin the work set out in the Proposal (whatever comes earlier) (Commencement Date), you agree that these Terms of Service and the Proposal will form a binding agreement (Agreement) between Patch Creative and the Client listed in the Proposal.

    2. The term of this Agreement will commence on the Commencement Date and continue until the parties have completed their obligations under the Agreement (Term).

    3. This Agreement exclusively governs the provision of the Services listed in the Proposal. 

    4. The terms of this Agreement can only be changed with the written consent of both parties.

  2. SERVICES AND DELIVERABLES

  1. We will supply the Services and Deliverables listed in the Proposal as a non-exclusive independent contractor to you. 

  2. We may engage sub-contractors to perform all or any part of our obligations under this Agreement.

  3. If we give you a proposed delivery date for the Deliverables, you acknowledge that this is an estimate only and subject to change.

  4. You agree to provide any feedback and approvals we request in relation to draft Deliverables within 3 business days or as otherwise agreed by us.  If we request feedback or an approval by a certain date and you fail to come back to us, you agree you are deemed to have accepted the draft Deliverables.

  5. We will prepare edits to draft Deliverables without additional charge as set out in the Permitted Edit Cycles section of the Proposal (Edit Cycles) and additional Edit Cycles will be charged at the rate set out in the Proposal. 

  6. Edit Cycles do not extend to presenting new concepts or editing deliverables that have already been approved by you, but to reasonable edits to unapproved deliverables only. If you wish to edit an already approved deliverable such edits will be charged at the rate set out in the Proposal.

  7. Once completed, we will provide you with final non-editable versions of the Deliverables (Final Deliverables) in the Delivery Format listed in the Proposal.  We do not provide editable files (known as raw or source files) in relation to the Final Deliverables unless stated in the Delivery Format listed in the Proposal or otherwise agreed by us in writing (where additional fees may apply).

  8. You may only use the Final Deliverables strictly in accordance with clause 5(c).

  1. CLIENT OBLIGATIONS

  1. You agree that you will in a timely and complete fashion, provide all necessary, complete and accurate information, documentation, feedback, approvals, facilities and assistance that we require from time to time to provide the Services (Customer Materials). 

  2. If you breach clause 3(a) in any way, the Services may be delayed and we are not liable for any Loss you may suffer as result.

  3. You agree that you are responsible for and must carry out your own due diligence to ensure that you have the legal right to use any Final Deliverables for any intended commercial purpose.

  4. At the end of the Term, you acknowledge that we are not required to return the Customer Materials, unless you request in writing within 30 days after the end of the Term and agree to pay the delivery costs.

  1. FEES AND PAYMENT TERMS

  1. You must pay the Fees and Expenses set out in the Proposal (Total Costs) in consideration for the supply of the Services and Deliverables. The Total Costs are quoted on the basis of us supplying the Services and Deliverables as stated in the Proposal. If you reduce or extend the scope of the Services and Deliverables, we reserve the right to revise the Total Costs.

  2. All amounts payable to us under this Agreement are listed exclusive of GST.  You agree to pay GST on top of amounts charged to you under this Agreement, where stated on our invoice.

  3. You must pay for the Total Costs in accordance with the Payment Schedule listed in the Proposal and our invoices. You agree to pay for all bank transaction fees relating to this Agreement including credit card fees and direct debit failure fees. 

  4. We may request you pay a deposit for our Services where listed in the Proposal (Deposit).  If you change your mind and do not wish to go ahead with the Services, subject to clause 6(a), the Deposit is non-refundable.

  5. You agree that ‘time is of the essence’ when making payments under this Agreement. 

  6. We reserve the right to charge Interest on any and all overdue payments under this Agreement and may refer any debts to a debt collector or solicitor (where you agree to pay us for all costs incurred by us in doing so).

  7. If your account is outstanding by more than 14 days, we may suspend our performance of the Services and will not be liable for any Loss you may suffer as a result.

  1. INTELLECTUAL PROPERTY

  1. You will retain ownership of the Intellectual Property in all Customer Materials you provide to us and grant us a licence to use the Customer Materials in order to perform our obligations under this Agreement and warrant that our use of the Customer Materials do not infringe any third party rights.

  2. Unless otherwise agreed by us in writing, the rights in all Intellectual Property created in connection with the provision of the Services including the draft Deliverables and Final Deliverables (the Developed IP), as well as modifications of the Developed IP, will automatically upon creation vest in and become our exclusive property throughout the world in perpetuity.  Any modifications to the Developed IP must be made by us.

  3. Once you have paid all amounts owing under this Agreement, we will grant you a licence to use the Final Deliverables in accordance with the Licence Terms listed in the Proposal and the terms of this Agreement (the Licence).

  4. You are not entitled to use the Final Deliverables other than in accordance with the terms of the Licence. Should you wish to use the Final Deliverables other than in accordance with the Licence, you should seek our prior written consent, and further charges may apply.

  5. We may at our discretion (or at your request) incorporate Intellectual Property owned by third parties into the Deliverables such as stock images, fonts, source code and other licensed materials (Third Party IP).

  6. Your use of the Third Party IP as part of the Final Deliverables is subject to terms imposed by the relevant third party owner (Third Party Licences). You will be responsible for maintaining and paying for all applicable Third Party Licences unless otherwise notified by us in writing.

  7. You give us a non-exclusive licence to use Final Deliverables for our self-promotional, marketing or demonstrative purpose (including in awards and pitches) and consent to us using your name and logo as part of any published client list.

  8. Unless we provide written consent, you must engage us (and not any third party) to carry out any modifications or enhancements of the Final Deliverables.   

Your Use of Artificial Intelligence 

  1. You must not, without our prior written consent, use any of our Deliverables, draft Deliverables, or other materials provided under this Agreement as input into, or for the purpose of training, developing, or enhancing any machine learning or artificial intelligence system (AI System). 

  2. You must also ensure that no part of the Deliverables is otherwise incorporated into any AI System or used to create AI-generated outputs. This restriction applies whether the AI System is owned or operated by you, a third party, or is publicly available. 

  3. We may give or withhold consent in our sole discretion and may impose conditions on any consent granted.

Our Use of Artificial Intelligence 

  1. You acknowledge and agree that we may, in our discretion, use Ai Systems to assist in providing the Services and Deliverables to you.

  2. Our use of AI Systems may require that we input Customer Materials into an AI System. You acknowledge that the licence you grant to us under clause 5(a) extends to this purpose.

  3. While we take reasonable commercial measures to select reputable AI Systems, we cannot guarantee the data handling, storage, or security practices of any third-party AI System provider. In turn, we will not be liable for any Loss arising from the acts or omissions of such providers.

  4. Due to the nature of generative AI Systems, we do not warrant that the Final Deliverables are free from similarities to other works or that they will not infringe the Intellectual Property rights of a third party. In accordance with clause 3.3, you remain responsible for conducting your own due diligence to ensure the Final Deliverables are fit for your intended commercial purpose.

  1. SERVICE STANDARDS 

  1. Nothing in this Agreement restricts, limits or excludes any rights you may have under the Australian Consumer Law or any other law.

  2. If you acquire the Services as a Consumer, we will provide the Services with due care and skill and in accordance with any applicable Consumer Guarantees, however to the fullest extent permitted by law, we otherwise exclude any warranty or condition in relation to those Services which would otherwise be implied. 

  3. If you do not acquire the Services as a Consumer, we will provide the Services with due care and skill, however to the fullest extent permitted by law, we do not make any warranties or guarantees that the Services will be suitable or fit for any particular purpose and otherwise exclude any warranty or condition in relation to those Services which would otherwise be implied.

  4. Any recommendations, strategies and opinions provided by us as part of providing the Services are made on the basis of our experience and professional judgment and are not guarantees that we will achieve certain results. Subject to any rights you have under clause 6(a), you acknowledge and agree that reasonable people may disagree on matters involving professional judgment and, accordingly, a difference of opinion on a question of professional judgment will not excuse you from paying for Services rendered.  Furthermore, and subject to any rights you have under clause 6(a), where our Services do not obtain certain results, you agree that this will not excuse you from paying for the Services rendered.

  1. LIABILITY AND INDEMNITY 

  1. You are liable for and indemnify us and our representatives against any Loss or Claim suffered by us or our representatives in respect of any breach of this Agreement by you including when you use the Final Deliverables in breach of clause 5(c).

  2. Our liability to you for any Loss or Claim suffered by you in respect of the Services, including in respect of a failure to comply with any applicable Consumer Guarantees, is limited to the fullest extent permitted by law and at our election, to either resupplying the Services again; or paying the cost of having the Services supplied again.

  3. Neither party is liable to the other party for any kind of Consequential Loss arising out of or in connection with this Agreement.

  4. Subject to clause 6(a) and clause 7(b), we are not liable for any Loss you may suffer in relation to the Services, where the Services are restricted or impacted by a Force Majeure Event.

  1. CANCELLATION AND ENDING THE AGREEMENT

  1. The Proposal may be cancelled as follows (subject to clause 8(b) below):

  1. by mutual written agreement of the parties;

  2. by us with 7 days’ written notice if the provision of the Services listed in that Proposal are impacted by a Force Majeure Event insofar as that we cannot provide the Services; 

  3. by us with 7 days’ written notice if you repeatedly breach the terms of this Agreement; or

  4. by either party (Terminating Party):

    1. if the other party commits a breach of any of its material obligations under this Agreement; and

    2. the breach is not capable of remedy or if the breach is capable of remedy, the other party does not remedy that breach within 14 days after receipt of notice of the breach or any further time allowed by the Terminating Party.

  5. by us immediately if we ask you to provide feedback, an approval or any other Customer Materials and you fail to provide the feedback, approval or the Customer Materials within 30 days.

  1. The parties agree that if the Proposal is cancelled under clause 8(a) before completion:

    1. Unless we are required by law to refund the Deposit, any Deposit paid in relation to that Proposal is non-refundable; 

    2. You must pay upon demand the Fees for Services supplied by us under that Proposal up to the date of the termination and any other costs that we have incurred or are due to incur in relation to that Proposal (less any Deposit that has been paid); and

  2. If the Proposal is cancelled under clause 8(a): 

    1. you agree that we must approve your continued use of any Final Deliverables which have been delivered to you under the Proposal prior to it being cancelled. 

    2. This Agreement will terminate once the parties have completed their obligations under this Agreement in relation to the cancelled Proposal.

  3. In addition to 8(b) and 8(c) above, if we cancel the Proposal under clauses 8(a)(iii), 8(a)(iv) or 8(a)(v) we reserve the right to charge the Administration Fee.

  1. GENERAL

  1. Capitalised words may be defined in the Definitions section, the body of these Terms of Service or in the attached Proposal.

  2. This Agreement forms the entire agreement between the parties as to its subject matter and changes to this Agreement must be agreed in writing by the parties.

  3. This Agreement will be governed by the laws of Queensland, Australia. The parties agree that the courts of Queensland, Australia (or where applicable, the Federal Court of Australia) will have exclusive jurisdiction of this Agreement. 

  4. Unless expressly permitted in this Agreement, you must not sub-licence any rights under this Agreement or otherwise assign or novate your rights and obligations under this Agreement to another person without our prior written consent. 

  5. Any formal communication required under this Agreement must be in writing (email to suffice, except for any breach notices). 

  6. Each party agrees that it will not disclose the Confidential Information of the other party acquired in relation to this Agreement including our pricing without the party’s consent, except that the Confidential Information may be disclosed to a party’s representatives on a ‘need to know’ basis, to a party’s professional advisors and as required by law. 

  7. If the whole or any part of this Agreement is void, unenforceable or illegal, it will be severed, and the remainder of this Agreement will continue in full.

  8. The following clauses will survive the conclusion of this Agreement: 3, 4, 5, 7, 8 and 9. 

  1. DEFINITIONS AND INTERPRETATION

    1. Definitions

In this Agreement the following definitions apply: Administration Fee means an administration charge of up to 80% of the balance of unpaid Fees that would have otherwise been charged to you if the Project was not cancelled (such charge which is a genuine pre-estimate of Loss suffered by us in relation to the cancellation of the Project and covers Loss relating to inter alia the rescheduling of human resources, cancelling suppliers, loss of income and bringing forward other clients’ projects).

Australian Consumer Law means the Competition and Consumer Act 2010 (Cth) Schedule 2.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature, whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.

Confidential Information means any information belonging to or relating to a party to this Agreement howsoever acquired that is marked confidential or is by its nature confidential, including, without limitation, trade secrets, Intellectual Property, know-how, business and financial data, policies, plans, databases, client lists and reports but does not include information which is or becomes generally available in the public domain (other than through breach of this Agreement or an obligation of confidence).

Consequential Loss means special, incidental, indirect or consequential damages, loss of revenue, anticipated savings, profits, goodwill, reputation, interest or business; but specifically excludes legal and other professional costs of the parties. 

Consumer has the same definition as in the Australian Consumer Law. 

Consumer Guarantees has the same definition as in the Australian Consumer Law.

Final Deliverables has the definition in clause 2(f).

Force Majeure Event means an act of god, war, natural disaster, pandemic, global financial crisis, financial crisis, injury or illness, death in the family, government shutdown or similar restrictions, hacking, viruses, internet connectivity issues, power outages and any other cause not reasonably within the control of the party affected.

Interest means interest at the rate of 2% above the cash rate set down from time to time by the Reserve Bank of Australia, such interest which is capitalised monthly. 

Intellectual Property means all rights conferred under statute, common law or equity, wherever in the world subsisting, in relation to trade marks, copyright, patentable inventions and designs, whether existing now or in the future, and whether or not registered or registrable, and includes any rights subsisting in or relating to trade secrets, know how, geographical indications of origin, techniques, libraries and databases, Confidential Information, and further includes the right to apply for the registration or grant of any such intellectual property.

Loss means any loss, cost, expense (including legal costs on a full indemnity basis) or damage, whether direct or indirect, present or future, fixed or ascertained, actual or contingent and whether arising under contract, in tort, at common law, in equity, under statute, under an indemnity or otherwise.

  1. Interpretation

In this Agreement, unless expressly stated:

  1. a word importing the singular includes the plural and vice versa;

  2. a word importing a gender includes other genders;

  3. a law is a reference to that law as amended, consolidated or replaced;

  4. this Agreement includes all schedules and attachments to it;

  5. a party to this Agreement includes its agents, personal representatives, successors and permitted assigns;

  6. a person, includes a natural person, partnership, joint venture, corporation, trust, governmental agency, association or other body corporate;

  7. a time, is a reference to the time in the State or Territory of the jurisdiction that governs this Agreement;

  8. $, is a reference to Australian dollars unless otherwise expressly stated; and

  9. the words ‘such as’ or ‘including’ are not used as words of limitation.