Terms & Conditions of Service
The following Terms and Conditions of Service apply to all products and services provided by SOCIAL ENCLAVE PTY LTD - ABN 89 142 961 984 (henceforth "Social Enclave").
Please read these Terms carefully as they set out your rights and obligations when you engage Social Enclave for any of our services and you must comply with these Terms.
All ‘quotes’ are provisional estimates based on the information provided by the Client and suppliers. Quotes may be subject to change upon sighting of artwork, text or other circumstances that may affect the job. Quotes do not include couriers, freight or other ‘out of pocket’ expenses and may, at times also be subject to a rush fee.
Quotations are only valid for 30 days from issue.
2. Acceptance of quotes and terms and conditions
It is preferred that Clients provide written acceptance of all quotes, preferably via email. Verbal acceptance will be confirmed in writing by Social Enclave. Work on any projects will not commence without acceptance. Acceptance of the quotation will also be deemed to be acceptance of our terms and conditions.
3. Payment terms
- Unless otherwise stipulated, 50% of the total fee is due upon acceptance of any proposal. The remainder will be invoiced upon completion of work. The first invoice is payable before commencement, all subsequent invoices are 14-day terms. Clients on a retainer contract will be sent a monthly bill with the corresponding timesheet.
- We reserve the right to invoke progress payments for any projects that continue over an extended period.
- On all managed hosting services agreements, any invoices not paid by the marked due dates constitute late payments, accruing a 5% late payment fee, plus voiding any and all prepayment discounts included in the invoices.
Any jobs that are cancelled at the Client’s request will be invoiced for any work completed and expenses incurred up to that point.
5. Agency Service fee
Social Enclave’s professional fees do not include general disbursements and expenses, including but not limited to; Telephone, postage, general stationery or provide for account administration services including but not limited to; Day-to-day servicing and management of a client’s account, quote sourcing and preparation, job management, scheduling, archiving, etc and will be covered with a 5% service fee added to each invoice.
Where motor vehicle travel is required on behalf of the client, this will be on charged to the clients at the standard ATO rates from 0.66c p/km.
Costs for regional or interstate travel will be estimated prior and invoiced as incurred.
All costings, unless otherwise indicated are shown exclusive of GST.
8. Assignment of copyright and Intellectual Property
- The ownership of copyright in all Works produced by Social Enclave including those which are not ultimately used remains with Social Enclave. Social Enclave also retains copyright in the following:
- Draft concepts;
- Working notes and any other internal written materials;
- Preliminary drafts, drawings, illustrations, photographs, and designs;
- Preliminary electronic works including website drafts, source code, development tools, programs, multimedia applications and programmers’ notes;
- Draft videos, sound recordings, outtakes, storyboards, scripts, screenplays, and character lists;
- Designs which are rejected by the Client; and
- Source files (artworks and programming code).
- No copyright or any other intellectual property rights in the materials will be licensed to the Client until Social Enclave has been paid in full all fees.
- Once Social Enclave’s fee is paid in full by the Client, Social Enclave will licence to the Client copyright in the Works, limited to the purpose and media as described in the Works fee proposal, quotation or written agreement. Social Enclave’s fee is based upon this limited licence of copyright. If the Client requires a more encompassing licence or assignment, this must be the subject of further negotiations between the Client and Social Enclave. An assignment of copyright will only be granted if Social Enclave provides this in writing.
- In all other respects, Social Enclave retains copyright and all other intellectual property and moral rights (including the right of adaptation) in the Works.
- Regarding websites and/or applications; We grant you a non-transferable, non-exclusive license to:
- Publish one copy of the Website and supporting project intellectual property unless otherwise stated by Social Enclave Pty Ltd; and
- use and reproduce the other project intellectual property, subject to the restrictions set out in paragraph (f).
- You must not, without our prior written permission:
- adapt, create derivative works from or merge the website template or other project intellectual property;
- use the project intellectual property for any purpose other than the specific purpose for which we have provided it;
- reverse engineer, disassemble or decompile the project intellectual property;
- distribute, lend, resell, transfer, assign or sub-licence the Website or other project intellectual property, or allow any other person to use it except in the course of visiting the Website; and
- remove or attempt to remove any proprietary or copyright notices or any labels on the Website or other project intellectual property.
- These restrictions do not apply in relation to:
- extensions that are licensed to you under the terms and conditions referred to in clause 14(e); or Some extensions are licensed per domain or via a license key
- modifications that we have made to any Content Management System remain licensed property of Social Enclave.
- The supply of raw / editable files is at the discretion of Social Enclave Pty Ltd. Additional Costs will, and may be based upon a percentage of the original Quote or a retrieval and release fee.
- Commercial fonts remain the property of Social Enclave Pty Ltd, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferrable.
- We do not warrant that your use of the designs, materials or content produced by us for you in the course of the Project will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but we will advise you if we become aware of any infringement.
- Client agrees to carry the Social Enclave Pty Ltd logo or ‘Developed by Social Enclave Pty Ltd’ text hyperlink in or under the website footer.
- Client should be prepared to provide testimony or feedback on request post the release/close of the project.
9. Moral Rights
In relation to all materials in which copyright subsists produced by Social Enclave in the course of providing the Services, the Client agrees that it will not engage in acts or omissions that are contrary to any of the present or future moral rights of Social Enclave under Part IX of the Copyright Act 1968 (Cth).
- Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Quote. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.
- The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
- The Party required to disclose the other Party’s Confidential Information as set out in paragraph (b) must:
- provide a reasonable amount of notice to the other Party of the proposed disclosure;
- consult with the other Party as to the form of the disclosure; and
- take all reasonable steps to maintain such Confidential Information in confidence.
- Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.
11. Self promotion by Social Enclave
Social Enclave retains the right to use and reproduce the Works for the purposes of:
- promoting Social Enclave’s skills and services, including by entering the Works in competitions or design publications relating to professional quality and recognition in Social Enclave’s industry; and
- display of the Works in Social Enclave’s portfolio of work, including for the purpose of soliciting new work from third parties.
12. Expansion of the scope of work
- Work falling outside of the scope of the Services requested by the Client, either orally or in writing, will incur charges additional to Social Enclave’s quoted or estimated fee. Work falling outside of the scope of the Services includes, but is not limited to:
- additions to the list of Works;
- alterations to text supplied by the Client for use in the Works;
- additional drafts required in the provision of the Services;
- changes to the Client’s instructions or the brief;
- changes to any of the Works after the Delivery Date;
- additional consultations; and
- conversion, adjustment or manipulation of images;
- Where additional work requested outside of the scope of the Services, is in the sole and exclusive discretion of Social Enclave, substantial, a written Schedule of the additional Services and the additional Works along with a revised quotation or fee estimate will be provided. The provision of those Services and Works will not commence without formal approval from the Client to proceed;
- All quotes or fee estimates prepared by Social Enclave are based upon the work being completed within normal business hours of operation (9:00 AM to 5:00 PM), and the work being provided to Social Enclave in a timely fashion, utilising the existing resources of the studio in order to meet the required deadline. In some cases Social Enclave must work outside these hours of operation or engage specialist sub-contractors in order to meet a special deadline. In this case, Social Enclave reserves the right to charge a loading for ‘rush’ deadlines which are imposed by the client.
13. Development of Website and Uploading of Content
- Our website development services include developing a website based on the specifications, the approved website brief, sitemap and final version of the website design concept.
- Our website services may also include uploading and styling/layout of the client content to the developed website. If applicable we will complete a specified number of standard pages of the website. If we complete additional pages for you, the additional work will be charged as Additional Costs at our then current Professional Rates.
- A content management system will be provided with the website. The Fees for our website development services do not include the purchase (if required) or customisation of this content management system, its extensions, plug-ins or components. Our standard projects include development on the WordPress CMS platform – unless otherwise specified.
- If we carry out any customisation work for you on the WordPress Content Management System, or build any custom extensions/modules/widgets for you, then:
- the work will be charged as Additional Costs at our then current Professional Rates;
- the custom extension/module/widget remains licensed by Social Enclave.
- you accept and must comply with those terms and conditions in relation to your use of the custom or extension/module/widget.
- You acknowledge that the Content Management System and many of its extensions are provided by third parties, and therefore:
- we have limited control over the functionality or operation of the Content Management System and any third party extensions;
- Social Enclave Pty Ltd is not affiliated with or endorsed by the Content Management System or Plug-In vendors; and
- you accept and must comply with the terms and conditions of those third parties relating to the Content Management System. The relevant terms and conditions may include but are not limited to Terms and Conditions found on these websites and URL’s:
- Each extension usually has its license or Terms and Conditions as a link or text inside the control for that extension in each clients website administration interface.
14. Website modification
- Our website modification services consist of modifying your website based on the specifications.
- Unless otherwise specified, the fees for website modification do not include any provision for training or post-implementation support.
- The provisions of clause 13(c) to 13(e) apply to the website modification services.
15. Post-Implementation Warranty (30 days)
- The Fees for website and/or application development include the provision of a limited warranty for a period of 30 days following website or application launch.
- The determination of warranty labour is at Social Enclave Pty Ltd’s discretion.
16. Retrieval of work
- Social Enclave agrees to retain electronic archives of completed Works for a period of no less than three (3) years. If the Client requests retrieval and delivery of the Works after a period of three (3) months following the Works completion, and Social Enclave provides those services, then the Client must pay Social Enclave a service charge for those services;
- To the fullest extent permitted by law, Social Enclave accepts no liability for any loss or damage that may occur to archived work.
17. Client’s undertakings and warranties
By agreeing to these Terms and Conditions the Client undertakes and warrants that:
- the Client will exercise control over the Works. Social Enclave will exercise reasonable care, honesty and diligence in providing the Services. The Client nonetheless warrants that it is responsible for ensuring that the Works are not contrary to law, including:
- ensuring that the Works do not infringe the copyright or moral right of any person in relation to any material the Client has provided to Social Enclave;
- ensuring that the Works do not infringe the trade mark rights of any person, including by undertaking trade mark searches where appropriate;
- ensuring that the Works are not by law defamatory of any person;
- ensuring that the Works are not obscene, blasphemous, offensive or discriminatory; and
- ensuring that the Works do not constitute conduct that is in breach of the provisions of the Competitions and Consumer Act 2010 (Cth) or that gives rise to an action in passing off, including by undertaking trade practices clearances where appropriate;
- the Client must ensure that all statements purporting to be facts in the Works are true and correct and that no advice or instructions in the Works will if followed or implemented by any person cause loss, damage or injury to them or any other person;
- the Client will use and publish the Works at its own risk.
- The Client will indemnify Social Enclave against all claims arising from Social Enclave’s use of any information or documents supplied by the Client or for any act or thing done by Social Enclave on the Client’s instructions or with the Client’s approval.
18. Final Artwork Proofing and Printing Liability
- It is the responsibility of the Client to proof all artwork and production files before sign-off and/or production. Social Enclave will not accept responsibility for errors in typography, spelling, grammar, formatting or file errors upon receipt of approved proofs from the Client.
- Any changes or corrections made by the Client subsequent to the issue of final artwork will be charged at hourly rates (minimum of one hour). Social Enclave also reserve the right to extend or modify any delivery schedule or deadline as may be required to accommodate said changes.
- Social Enclave is committed to delivering quality outcomes for our Clients therefore it is preferred that we manage the print production ourselves using our trusted network of suppliers. If the printing is managed by a third party we will accept no liability for the quality of reproduction or any errors in print output. Source artwork files will not be provided to the Client, only a print-ready PDF.
19. Courier and Freight Liability
- As part of providing our Services, Social Enclave may engage the services of third party providers for the transit, postage, freight or general carriage of goods. Although Social Enclave will take all care in the selection these third party providers and managing the Services, it accepts no liability to the fullest extent of the law regarding:
- Any loss or damage that may occur to goods whilst they are not in the direct possession of Social Enclave.
- Although Social Enclave will take all care in providing the Services, it accepts no liability to the fullest extent of the law regarding:
- any consequential loss, damage or injury, however it may arise;
- any punitive, additional or exemplary damages;
- If Social Enclave is found to be liable for any claims, losses, damages, costs or injuries arising out of the execution of their Services, the quantum of the sum of all liability or liabilities is strictly limited to the value the Services detailed in in the Works fee proposal, quotation or written agreement.