Terms and conditions

1. BACKGROUND

Storyflight provides Services subject to the following terms, which apply in addition to the terms of an agreed Quote. If there is any inconsistency between these terms and the Agreed Quote, the agreed Quote prevails.

‘Services’ means the services provided by Storyflight, being the provision of the Deliverables as defined in an agreed Quote.

These Terms and Conditions may be updated from time to time without notice.

2. QUOTES

Quotes are valid for 30 days from the date of submission.

Quotes include:

  1. One initial meeting via face-to-face, phone or video (if required and specified on the quote) and regular client liaison by email.

  2. Research, copywriting, editing and two rounds of client changes unless otherwise specified in the agreed Quote.

Any additional face-to-face meetings, including travel time, will be charged at an hourly rate as set out in the agreed Quote.

Quotes do not include liaison or expenses associated with third parties such as graphic designers or web developers unless specified.

Acceptance of a Quote must be provided by completing the digital proposal provided. Verbal confirmation by phone or in person will not be accepted.

In the absence of written acceptance, payment of the deposit assumes approval of a Quote.

3. WORKING PROCESS

The Client shall give Storyflight verbal instructions or an adequate written brief defining the project requirements, including timeframes and budget. The Client acknowledges that the outcome of the project will rely upon their clear instructions.

The Client agrees to provide decisions and required information within a reasonable time so as not to delay Storyflight’s work or production schedule, and Storyflight is not liable for any delays caused by the Client not providing decisions and required information within a reasonable time.

Storyflight will take all reasonable efforts to complete the work according to any estimated deadlines. The Client acknowledges that Storyflight’s ability to complete the Services on time and meet any estimated deadlines is subject to receiving the essential information from the briefing party at the start of and during the course of providing the Services.

The parties agree to consult in good faith if any changes to estimated deadlines are reasonably necessary. While Storyflight will make every effort to meet estimated deadlines, Storyflight is not responsible for delays caused by unforeseen events or circumstances beyond its control.

Work required in less than 48 hours will be charged a 20% fast-track fee of all stated costs on top of the project fee. This is to cover any late nights or weekends we work to meet your deadline

The Client is asked to nominate one primary contact to centralise all revisions and contact throughout provision of the Works.

The Client is responsible for the accuracy, legalities and completeness of all particulars provided to us or obtained on the Client’s behalf. Upon receiving the Client’s instructions to proceed with the provision of the Services, Storyflight is not liable for any amendments, variations, alterations or errors not identified by the Client at the time the Client provides those instructions.

The Client is responsible for performing final proofreading of all the Deliverables provided. The Client is liable for all costs and expenses incurred caused by the Client’s oversight.

Any changes arising out of review must be received by Storyflight within 2 weeks (ten working days) of the draft being sent to client. If no review changes are requested within this time, it will be assumed that the work is approved and complete and any remaining payments will be invoiced. Revisions need to be marked up in the supplied Google Docs or Microsoft Word draft, otherwise additional charges may be incurred. 

4. FEES AND EXPENSES

The Client must pay the fees for the Services provided, as set out in the Agreed Quote. Unless otherwise specified, a 50% deposit of the full invoice will be payable upfront before work commences. The final invoice will be sent on release of the first draft of copy, for payment before release of the final Deliverables.

For bookings of $750 or under, we ask for an upfront payment unless otherwise agreed.

For ongoing services, the Client will be invoiced at the end of the fortnight for work completed during that period.

For new clients, there is a minimum project fee of $350.

The Client will reimburse Storyflight for out-of-pocket expenses incurred by Storyflight in the course of providing the Services, including but not limited to Stock Photography, Artwork, material needed for the Works, and the payment of any taxes or other government charges.

Storyflight will issue tax invoices for all amounts payable. Payment terms are 14 days, and apply to all payments, including fees and expenses. The Client must make all payments in full and when due. The Client agrees to pay any expenses incurred in the collection of outstanding debts, including interest on overdue accounts at 10%.

Unless specifically stated, all prices are exclusive of GST. If any payment made by one party to any other party relating to this document constitutes consideration for a taxable supply for the purposes of GST or any similar tax, the amount to be paid for the supply will be increased so that the net amount retained by the supplier after payment of that GST is the same as if the supplier was not liable to pay GST in respect of that supply. This provision is subject to any other agreement regarding the payment of GST on specific supplies, and includes payments for supplies relating to the breach or termination of, and indemnities arising from, this document.

GST means any tax, levy, charge or impost implemented under the A New Tax System (Goods and Services Tax) Act (GST Act) or an Act of the Parliament of the Commonwealth of Australia substantially in the form of, or which has a similar effect to, the GST Act.

5. RELATIONSHIP OF PARTIES

Storyflight’s relationship with the Client is that of a principal and independent contractor. Neither party has the power, right or authority to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other or in the other’s name (and may not make any representations to that effect).

Nothing in an agreement should be construed as constituting Storyflight and the Client as partners, in a joint venture, or as creating the relationship of employer and employee, master and servant or principal and agent.

This is not an exclusive agreement, and Storyflight may provide work or services of any description to any third parties.

6. COPYRIGHT

‘Works’ means all copyright contained in the Deliverables (as defined in the agreed Quote), but does not include:

  1. any copyright owned by third parties (which may include Stock Photography)

  2. draft concepts, working notes and any other internal materials, including preliminary drafts.

All copyright in the Works is owned by Storyflight until all amounts payable to Storyflight have been paid in full (including any interest accrued through late payment and cost of collection). Upon payment in full of all such amounts, Storyflight assigns to the Client all right, title and interest in its copyright in the Works, including the right to use the copy for inclusion in any printed and digital format.

If in providing the Services Storyflight has included in the Deliverables any copyright owned by third parties, the Client must comply with any terms of any licenses or sublicenses of that material, or make its own arrangements with third parties in respect of its use of any such material. Storyflight is not liable for any breach by the Client of the terms of any such sublicense, and the Client must indemnify Storyflight for any such breach.

After any assignment of copyright in the Works to the Client, the Client grants to Storyflight a royalty-free, non-exclusive licence to reproduce the Works for the purposes of:

  1. Promoting Storyflight’s skills and services, including by entering the Works in competitions relating to professional quality and recognition in Storyflight’s industry.

  2. Display of the Works in Storyflight’s portfolio of work, including for the purpose of soliciting new work from third parties.

Storyflight may approach the Client for a testimonial after the project is completed, although provision of the testimonial is not obligatory.

7. SEO

Due to the dynamic nature and changing algorithms of Search Engines, Storyflight offers no guarantees regarding the performance of sites based on their involvement.

Storyflight accepts no responsibility, liability or costs incurred for any conduct implemented by the Client that does not conform to the individual guidelines of each individual Search Engine.

Storyflight accepts no responsibility or liability for any actions taken by the Client that causes the website of the Client to be penalised or banned from any Search Engine.

8. VARIATIONS TO SCOPE OF WORK

Work falling outside of the scope of the Services requested by the Client after entering into this agreement, including additions, alterations, changes in content, layout or process (‘Variations’), will incur charges additional to Storyflight’s Fee, at an hourly rate equalling Storyflight’s ordinary hourly fees as set out in the agreed Quote. Any Variations will only take effect if Storyflight agrees to them in writing.

Variations include, but are not limited to:

  1. Additions to the list of Works.

  2. Alterations to the content supplied by the Client for use in the Works.

  3. Additional drafts over the maximum allowable two alterations in the provision of the Services.

  4. Changes to the Client’s instructions or the brief.

  5. Changes to any of the Works after the Delivery Date.

  6. Additional consultations.

9. CANCELLATION

If the Client chooses to not proceed with any stage of the Works for any reason (which notice of cancellation must be in writing), the deposit payment is non-refundable. The Client must also pay any fees and expenses incurred by Storyflight on a pro rata basis to the date of such cancellation.

10. WARRANTIES

The Client undertakes and warrants to Storyflight that all information and materials provided by the Client to Storyflight and all Deliverables provided to Storyflight:

  1. are accurate and not misleading or deceptive any way, or likely to mislead or deceive (and that the Client has obtained appropriate trade practices clearances if required), and that all statements purporting to be facts in are true and correct and that no advice or instructions will if followed or implemented by any person cause loss, damage or injury to them or any other person

  2. do not infringe any trademark rights or other intellectual property rights of any person (and that the Client has undertaken appropriate trademark or other intellectual property searches if reasonably required)

  3. are not defamatory of any person

  4. are not obscene, blasphemous, offensive or discriminatory

  5. are not in breach of any law.

11. RETRIEVAL OF WORK

Storyflight will use reasonable endeavours to retain electronic archives of completed Works, but only for a period of no longer than five years. If the Client requests retrieval and delivery of the Works after the Term has expired, and Storyflight provides those services, then the Client must pay Storyflight a reasonable amount charge for such retrieval and delivery.

The Client acknowledges that data and electronic archives may be lost, despite using reasonable endeavours. To the fullest extent permitted by law, Storyflight accepts no liability for any loss or damage that may occur to archived work.

Storyflight recommends that the Client ensures they are satisfied with the files provided and transmitted at the time of finalisation of the final invoice.

12. LIABILITY

Although Storyflight will take reasonable care in providing the Services, it accepts no liability (to the fullest extent permitted by law) for:

  1. any direct, indirect, incidental, special, consequential, or exemplary  damages or injury, including, but not limited to, damages for loss of profits, goodwill, reputation, use, data or other intangible losses

  2. any punitive, additional or exemplary damages.

Other than where required by law, to the fullest extent permitted by law, Storyflight’s liability is limited to the resupply of the Services or payment of the resupply of the Services. Any liability of a party is reduced proportionately to the extent the loss or damage was caused or contributed to by the other party; and each party shall do their utmost to mitigate any losses incurred as a result of any damage or loss sustained.

13. INDEMNITY

Storyflight will not be indemnified from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of content you submit, post, transmit or otherwise make available from your use of the Services provided, your violation of the Terms, or your violation of any rights of another.

14. LINKS

Storyflight is not responsible for the availability of external site or resource links to third party websites, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.

Storyflight shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

15. TERMINATION FOR BREACH

Without prejudice to any other right or action or remedy, either party may terminate an Agreement, by written notice to the other with immediate effect, if:

  1. The other party commits a breach of the Agreement or is in default of any warranty and the defaulting party fails to correct such breach or default within seven days of receiving notice specifying such breach or default.

  2. The other party is insolvent or otherwise unable to pay its debts as and when they fall due.

  3. An administrator, trustee in bankruptcy, receiver, liquidator or controller is appointed to the other party.

If an Agreement is terminated under the preceding Clause, the Client agrees to pay Storyflight all amounts accrued and owing on a pro rata basis up to the date of termination within 14 days of that termination. The Client is liable for all reasonable costs incurred by Storyflight which are caused by any default by the Client in making any payment under this agreement when due.

16. CONFIDENTIALITY

Each party acknowledges that it or its employees or agents may be given access to Confidential Information in the course of negotiating or performing this agreement.

Each party will keep confidential the Confidential Information and will not disclose it to any third party or use it other than:

  1. For the purposes of this agreement.

  2. as authorised in writing by the other party

  3. as required by any law, judicial body or governmental agency

  4. by way of disclosure to that party’s professional advisers who have agreed to keep the Confidential Information confidential.

No party may copy any document containing Confidential Information of another party except as necessary to perform this agreement.

When this agreement terminates, each party will return to each other party all documents or copies of documents containing information which is, at the date of termination, Confidential Information of the other party.

In the event of a breach of this clause the parties agree that damages are not an adequate remedy, and will not contest any application for an urgent interlocutory injunction relating to such a breach and will pay all costs incurred by the other party in bringing any such applications on a solicitor-Client basis.

‘Confidential Information’ means, in relation to a party, all trade secrets, ideas, know-how, concepts and information whether in writing or otherwise relating in any way to that party, its sublicensees, agents and employees, its affairs or businesses, sales, marketing or promotional information, the terms of this agreement and including any such information in the party’s power, possession or control concerning or belonging to any third party but does not include information that:

  1. is, or becomes part of, the public domain otherwise than by breach of this agreement by either party

  2. is lawfully obtained by either party from another person without any restriction as to use and disclosure

  3. was in the receiving party’s possession prior to disclosure to it by the other party.

17. GENERAL

All notices and consents required or permitted to be given must be in writing and given by personal services or email transmission (email signatures being considered legal and binding).

An Agreement between Storyflight and a Client is governed by the laws of Queensland and the Parties submit to the jurisdiction of that State.

An Agreement may be modified only in writing and signed by duly authorised persons for both parties.

If any provision of an Agreement is held to be invalid in any way or unenforceable, the remaining provisions are not in any way affected or impaired and the Agreement must be construed so as to give effect to the intent of the parties as it was originally executed.

A party is not liable for its inability to perform, or for any delay in performing, any of its obligations under this agreement if that inability or delay is caused by a Force Majeure Event. The time for performance of any obligation by any party under this agreement will be extended by a period equal to the period of any Force Majeure Event which causes the inability to perform, or delay in performing, the obligation (up to a maximum period of two months after the Force Majeure Event commences). Force Majeure Event means any act of God outbreak or escalation of hostilities (whether or not war has been declared) or any other unlawful act against public order or authority, industrial dispute, governmental restraint; or other event which is not within the reasonable control of the parties.

The failure or omission of a party at any time to:

  1. enforce or require the strict observance of or compliance with any provision of an Agreement

  2. exercise any election or discretion under an Agreement

  3. does not operate as a waiver of them or the rights of a party, whether express or implied.

Each party will do all things and execute all further documents necessary to give full effect to an agreement.

An Agreement may consist of one or more counterpart copies, which may be executed by facsimile signature or otherwise, and all counterparts will, when taken together, constitute the one document.

The parties may enter into this agreement by exchanging copies by email or facsimile, including copies with electronic signatures affixed.