Terms and Conditions
These Terms and Conditions have been established to avoid any misunderstandings that may occur in the unlikely event of a dispute.
The signed Terms and Conditions in conjunction with the signed Customer Acceptance Form will be considered as the complete
agreement (the Agreement) between the parties.
The parties agree to deal with each other in an open and professional manner and at all times exercise the utmost faith in the performance
of their obligations under this Agreement.
- MPAA Writing & Communication Pty Ltd (we, us or MPAA Communication) will provide the services described within the quotation (the Services), to the person or persons identified as the client in the Customer Acceptance Form (you). The Services will be supplied to a standard being that which is reasonably expected of a qualified professional person providing the Services and on these Terms and Conditions.
2. Materials supplied by you
- You will promptly provide us with all relevant information, rights, decisions, samples or other materials reasonably necessary for the performance of the Services (the Materials). We assume that all of the Materials supplied by you are correct and legal.
- You will give us written notice of any matters which affect ownership, confidentiality, storage and disposal of the materials. Upon completion of the Services at your request we will return the Materials to you or will otherwise retain the Materials for a maximum period of 6 months from the date of the final invoice. We may destroy the Materials upon expiry of that period unless otherwise agreed in writing. We may also retain a copy of some or all of the Materials for our records provided that we comply with the confidentiality obligations set out in clause 5.
- Unless otherwise stated in the Customer Acceptance Form, you will pay to us the fees, expenses, charges and any other amounts at the rate or amount and in the manner specified in the Customer Acceptance Form within 30 days of the date of our invoice issued to the address shown in the Customer Acceptance Form.
- Unless otherwise stated in the Customer Acceptance Form, all amounts and rates are stated exclusive of GST.
- MPAA Communication may charge interest on overdue payments at 2% above the prevailing bank overdraft rate nominated by us and may suspend performance of the Services and our other obligations until all overdue amounts are paid. If we incur any cost or expense in recovering monies owing to us by you (including legal, debt recovery agency and court costs) we may recover such costs and expenses as a debt from you.
- MPAA Communication assumes that any copyrighted Materials supplied by you to us for the creation of the Services are owned by you, and that you are authorised to use the Material. We will not be held liable for any action for breaches of copyright if it becomes apparent that you have knowingly supplied us with Material that does not belong to you or where the Material is already subject to copyright provisions.
- Until we have received the final payment for the Services, we own the copyright to the Material that has been prepared at your request. Once payment is received, we will assign you the copyright.
- Unless you decline to do so in writing, we may wish to retain and use extracts of the supplied Service for promotional purposes. It is anticipated that you will not be opposed to this practice.
5. Confidential Information
- Each party must maintain the secrecy and confidentiality of any information disclosed by the other party in the course of this Agreement which is not in the public domain, including information regarding the party's business or affairs and the Services (the Confidential Information) and use the Confidential Information only for the purpose for which it was provided.
- This clause will not prevent either party disclosing any Confidential Information, that is already in the public domain or as required by law.
- If required, we can provide and sign a mutual non-disclosure agreement to satisfy your concerns about confidentiality.
- Neither party is liable for any loss or profits, loss of data, special, incidental, or consequential loss or damage arising in connection with this Agreement.
- You acknowledge and agree that where the Services involve research, development, expert opinion or testing, we may produce no results or conclusion, opinions or results that are unpredictable or which do not favour you. We make no promise, prediction or warranty concerning the conclusions, opinions or results.
- These Terms & Conditions include all statutory terms and conditions which by law may not be excluded. You acknowledge that you have not relied on any representations not set out in this Agreement. Our sole liability under or arising out of or in connection with this Agreement, whether arising out of breach of contract under statute, common law, tort (including negligence) or otherwise is limited, at our option, to resupply of the Services or paying the cost of re-supply of the Services.
- You must indemnify us, our officers, employees, agents and contractors (those Indemnified) from and against all loss, damage, cost and expense (including legal costs on a solicitor/client basis) suffered or incurred by those indemnified as a result of any claim, action or proceedings taken by a third party against them arising from or in connection with the Services. Your liability under this clause is reduced to the extent that our negligence contributed to the loss, damage, cost or expense suffered or incurred by those indemnified.
- MPAA Communication takes great pride in providing a quality and professional service to our clients. In the unlikely event where you believe our approach has not been up to standard, we ask that you contact us immediately. Where this is necessary, reasonable effort will be used to ensure that the Services meet professional standards.
- We make every effort to ensure that the supplied Service is at the highest standard and free from errors. To ensure that our high standards are maintained, you agree to proofread any material we submit to you as part of the Services. This is particularly important to do prior to giving us your final approval on the supplied Services.
- Either party may terminate this Agreement immediately by written notice if the other party commits a material breach of this Agreement which it fails to correct within 30 days of being notified of the breach or if the other party becomes insolvent or enters into liquidation, receivership, becomes subject to any form of external administration, makes a composition or arrangement with its creditors generally, or takes advantage of any statute for relief of insolvent debtors.
- You may terminate the Agreement or reduce the scope of the Services by written notice to us but you must pay all fees and expenses incurred by us in connection with the Services up to the date on which we receive your notice and all future unavoidable costs and expenses we will incur in relation to the Agreement.
- If a termination of the Agreement occurs, we will retain the copyright to the material we supplied to you as part of the Services. If you subsequently choose to use any of the supplied Services, then you will need to pay the full cost of the Services in accordance with the Fee Schedule.
- In performing the Services, we may provide you with 'personal information' within the meaning of the Privacy Act 2000. You agree to treat this information in accordance with the provisions of that Act.
- This Agreement is formed by the Customer Acceptance Form, these Terms & Conditions and any attached Special Conditions. It contains the parties' entire understanding concerning the subject matter and supersedes all prior communications (including orders and briefs) and cannot be amended or varied except in writing by the parties.
- This Agreement is governed by the laws of Australian Capital Territory and the parties submit to the non-exclusive jurisdiction of its Courts.
- The relationship between the parties is one of independent contractors and not one of employment, joint venture or principal/agent.
- If you have engaged us as an agent of another party (the Principal), 'you' includes the party identified in the Fee Proposal as the 'Client' as well as the Principal and each will be liable jointly and severally.
- Clauses 2(b), 4, 5 and 6 survive termination or expiry of this Agreement.