PROJECT TIMELINE CHANGES AND RESOURCE CANCELLATIONS  
Once an agreed timeline and project plan have been provided and approved by all parties, any request to change  the timeframe within 48 hours resulting in the cancellation of post-production resources - design, motion graphics,  edit, audio studio, etc - will result in a LATE CHANGE FEE calculated at 50% of the hourly or daily rate for that  resource indicated in this estimate.  
PROVISION OF SERVICES  
All services are provided subject to these terms and conditions, which (together with each cost estimate) set out  the entire understanding and agreement between us.  
FEES AND COSTS  
In consideration for us providing the services, you must pay all fees, charges and costs as set out in the cost  estimate plus any additional fees and expenses that:  
We have otherwise advised you of, in writing relate to work that you require us to complete urgently relate to fixing  problems caused by you or other third party's additions or alterations to work created by us  Relate to reasonable costs incurred in cases where there is a change in the services, scope, timing or order of the  services relate to additional work carried out by us arising from but not limited to alterations to the original brief, as  requested by you. In this case, the extra charge will be calculated based on an hourly fee relate to changes  requested after approval of artwork and third-party expenses, such as printing.  

As set out in the cost estimate, we will require a 50% deposit before we commence work for you. Other than for deposits or unless we advise otherwise, our payment terms are 28 days from the invoice date. If any money payable by you is not paid when due, it may, at our discretion, bear interest from the due date at ten (10%) per cent per annum, calculated daily, plus any costs or expenses (including full legal fees) that we incur in relation to seeking payment from you. 
If you request, before the completion of the services, either that the services are postponed, or that services should not be completed, or if this document terminates for any reason other than for breach of this document by us, you must pay us for all the work that has been undertaken. All additional expenses incurred or committed up to the date that we receive such written notification from you. 
We may at our discretion, refuse to deliver artwork to you or upload files to a live site until we have received full payment of all fees for the relevant work. 
You must not make any deductions to any amounts due to us, regardless of whether or not such deduction is a claim to offset monies, counterclaim or other deduction. 
Unless otherwise expressly stated, all charges or other sums payable or consideration under this document are exclusive of GST. 
TIMING AND APPROVALS 
We will use reasonable commercial endeavours to deliver the services in accordance with any time stated to the extent that it is within our control to do so. However, unless otherwise agreed in writing, we do not guarantee any timing estimates provided in a costs estimate or otherwise and will not be in breach of our obligations if we fail to meet any such timelines. 
Before sending work for final printing, we may request that you approve the relevant artwork in writing. Such approval will be acceptance by you of the completion of the appropriate services. If you require any further changes after such approval, we will levy additional charges to undertake that work, at our then-standard hourly rate. 
INTELLECTUAL PROPERTY 
Each party: 
Retains ownership of its background IPR; and grants to the other party a non-exclusive, royalty-free license to use, reproduce, modify and communicate its background IPR as follows: 
For Now We Collide, to the extent necessary to enable it to provide the services and otherwise carry out its obligations under this document, and for you, only for the purpose and scope of use set out in the costs estimate, unless otherwise agreed in writing. You acknowledge and agree that all intellectual property rights in all creation files, working files, cost estimates, reports, specifications, artwork and other documents provided by us in connection with the services vested in us on its creation. For the avoidance of doubt, this does not include your confidential information or your background IPR. 
You acknowledge that we are free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works and distribute any item relating to or arising from the performance of the services unless expressly agreed. You will not in any way do, carry out or perform any act that compromises or infringes our intellectual property rights or those of any party from whom we license such rights. 
You must not print, publish or distribute any draft files or documentation that we provide to you unless we otherwise authorise in writing. 
If the formal cost estimate provides for the project IPR to pass to you, then such property passes only upon completion of the project and the payment of all fees and costs owed to us by you. In such a case, we have a perpetual, irrevocable license to the use of that intellectual property unless agreed otherwise in writing. If during the course of providing the services we develop, or first reduce to practice, a concept, product or process which is capable of being patented, then such concept, product or process will remain our property and you must not use or otherwise appropriate such property without first obtaining our written consent. It is your responsibility to carry out any legal searches and registration of work created in accordance with this document, including trademark availability searches and registration, and all related costs are your responsibility. We accept no liability for undertaking searches, and you agree to indemnify and hold us harmless in respect of any claim against us for infringement of third-party trademark rights. 
You acknowledge that the IPR and associated creative development, the creation of files, media files, working files, cost estimates, reports, specifications, artwork and other documents provided by us in connection with the services are based on the agreed Media, Territory and Term laid out in the document description. Any changes or additional 
requests relating to the agreed Media and/or Territory and/or Term are subject to additional costs which will be provided according to the revised Media and/or Territory and/or Term. 
SUSPENSION AND TERMINATION 
We reserve the right to suspend services immediately at any time and without liability if you fail to perform your obligations under this document, including failing to make payments to us by the due date. Such service suspension may require us to take down your website, etc until such time as payment of all outstanding amounts is 

received by us. 
If you breach any term or condition of this document and fail to remedy such breach within 14 days of you receiving written notification from us indicating the breach and requiring its remedy, then we may, at our discretion, treat this document as terminated, in which case we will retain the intellectual property rights in the services even if we had previously agreed to assign it. 
Termination due to a breach of this document by you does not in any way prejudice any of our rights, including our right to receive payment for services rendered. 
WARRANTIES AND IDENTITIES 
You warrant that all work and materials provided by you (including your background IPR) will be free and clear of all liens and encumbrances and may be lawfully used by us without infringing upon the rights of others including, and without limiting the generality of the foregoing, any copyright trade secret patent or trademark rights of any third party. 
You acknowledge that you have not relied on any advice, representation or warranty given or made by us in connection with the services that are not expressly stated in this document. 
To the extent permitted by law, all warranties, conditions and representations by us are excluded. If a term is implied by law in this document and the law prohibits provisions in a contract excluding or modifying liability under that term, then it will be included in this document. However, our liability for breach of such term will be limited, at our option, to one or more of the following: 
The supply of the services again; or the payment of the cost of having the services supplied again. To the extent permitted by law, neither we nor any of our officers, employees, agents or related bodies corporate will be responsible or liable in any way (including for negligence) for any loss, damage, liability or costs incurred suffered or sustained by you or claims made against you, and you agree not to make any claim against us, due to or arising out of our provision of the services. 
Without limitation, we will under no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity. 
You indemnify and hold us harmless in respect of any and all claims, loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of: Any act or thing done by us in good faith and purportedly pursuant to a right granted to us under the provisions of this document 
Any infringement of third-party trademark rights and/or any breach by you of any of the terms of this document. 
NON-SOLICITATION 
You must not during the term of this document, or for a period of 12 months following completion of any project that we undertake for you: 
Employ, contract or hire the services of any of our personnel or induce or attempt to induce any of our personnel to terminate their agreements or contracts with us. 
GENERAL 
All notices and consents required or permitted to be given under this document must be in writing and given by personal service, pre-paid postage, a facsimile transmission at the addresses of the parties set out in this document or to such other address as either party may designate to the other by written notice. Neither this document nor any rights or obligations of this document may be assigned or otherwise transferred by either party without the prior written permission of the other. 
If we do not act in relation to a breach by you of this document, this does not waive our right to act with respect to that or subsequent or similar breaches. 
Nothing stated in this document constitutes you and us as partners or creates the relationship of employer and employee, master and servant or principal and agent between the parties. Neither party shall have authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other party, except as expressly provided in this document or authorised in writing. 
If any provision of this document should be held to be invalid in any way or unenforceable, the remaining provisions must not in any way be affected or impaired. This document must be construed so as to most nearly give effect to the intent of the parties as it was originally executed. 
This document is governed by the laws of the State of New South Wales and the parties submit to the nonexclusive jurisdiction of the courts of that State.