TERMS OF ENGAGEMENT WITH THE EATERY GROUP PTY LTD

1. Acceptance by Client

Acknowledgment and acceptance of this estimate/proposal either verbally or in writing (including email), is considered permission to commence Work and that you (the ‘Client’) agree to engage business with The Eatery Group Pty Ltd (the ‘Eatery’).

2. The “Work” / Scope of Services

The Client engages the Eatery to provide the services (the “Work”) set forth in this estimate or proposal by an agreed-upon deadline. The Client acknowledges and agrees that failure to submit required information or materials requested by the Eatery may cause subsequent delays in the Work, for which the Eatery will not be responsible. The Client and the Eatery will make a good faith effort to notify the other of any upcoming delays.

3. Payment Terms

The Eatery offers two payment arrangements, that will be agreed upon prior to project commencement and will be clearly noted on the all invoices. By accepting this estimate/proposal, the Client agrees to proceed with one of the below payment options, unless otherwise agreed.

1. PROGRESS Payment Plan (for all Projects under $5,000)
— 50% deposit to commence works (non-refundable)
— 25% progress (invoice issued half way through Project timeline or after 4+ weeks of a Project being on hold)
— 25% balance on completion (invoice to be issued 7 days prior)

New clients are required to pay the full Project value (100%) prior to commencement of works.

If the Project timeline exceeds 30 days past the mutually agreed timeline, the Client agrees to pay a progress payment of works completed to-date with any outstanding amount payable in full upon delivery.

2. MONTHLY Payment Plan (for all Projects over $5,000 or for reoccurring services such as Social Media Management or ongoing retainers)
— A payment plan can be arranged by equally splitting the project value across the agreed time period, with the first invoice due upfront as a deposit. Each subsequent invoice will be due 30 days after for the number of months specified on the Plan.

It is important to note that the Eatery’s Monthly Payment Plans are not linked to deliverables or milestones and therefore payments are due on or before the due date regardless of the Project’s timeline (unless there is a mutually agreed hold or project postponement). In the event the Project timeline is delayed by more than 30 days, the Client acknowledges that the Monthly Payment Plan may need to be renegotiated and additional costs may be applicable if the Client is requesting a hold on payments.

The final balance payment must be settled in full prior to the release of the any final files, reports, assets or advice to the Client or supplier/s.

All prices estimated are in Australian Dollars ($AU) and are exclusive of GST.

4. Alterations and Authors Corrections

The Eatery makes every effort to be as cost effective and accurate as possible, but additional inclusions or exclusions may occur due to a change of scope. All Eatery estimates include one (1) round of changes (up to and including v2), unless otherwise specified. Any changes exceeding this are considered Authors Corrections and the Parties will work in good faith to adjust the timeline and costs accordingly.

5. Late Payment Fees and Default

Late Payment Fees

Accounts, which are not paid within the terms stated on the invoice will incur a late administration fee of $25+GST for each invoice outstanding. Accounts, which remain outstanding for 31+ days after the date of invoice may incur an additional late payment fee equivalent to 5% of the project costs for each week payment remains outstanding. If you are having difficulty paying your invoice by the due date, please notify the Eatery immediately so we can discuss a solution that can be mutually agreed upon.

Default

Unless prior arrangements have been made, the Eatery shall consider a Client’s account in default if it remains unpaid for 35 days from the date of invoice, or the Client has stated expressly that they do not intend to pay an invoice. The Client whose account is in default agree to pay the Eatery’s reasonable legal expenses and third party collection Eatery fees in the enforcement of these Terms. The Eatery reserves the right to reuse or resell work undertaken in the case of payment default. The Eatery reserves the right to charge 100% upfront for all new projects with Clients who have a history of being in default. The Eatery shall at its sole discretion suspend any and all services provided to the client and employ debt collection measures until the total outstanding balance has been fully paid. Suspension of such services does not relieve the Client of its obligation to pay the due amount.

6. Title to Material

The Eatery retains full ownership of design concepts and materials it produces. In accordance with the Australian Copyright Act (1968), ‘licensing of copyright is subject to a mutual Engagement made between client and designer’. Copyright will remain property of the Eatery until such time an Engagement is in place. As part of the Eatery’s terms of business, the copyright license is automatically released to the client on receipt of final payment for the commissioned work, however, any original working files such as Adobe InDesign or Adobe Photoshop layered files are excluded. This granting of copyright does not extend to the use of design proposals and concepts submitted to but not approved for the Work outlined. Until final payment is received, the Eatery retains ownership of all but not limited to artwork, concepts, strategies, photography, assets. The Eatery also reserves the right to certain elements used to create images and artwork including fonts, patterns, stock images, textures, colour palettes and other non-exclusive items.

The Eatery reserves the right to use all Works produced in the course of the project (including those concepts not selected) for the purposes of promoting the Eatery. All services provided shall be for the exclusive use of the Client’s said purposes only. Design or concepts may not be used or altered for other items or projects without permission from the Eatery.

7. Supply of Original Working Artwork Files/Assets

The Eatery owns all physical (working, editable, layered) artwork files, designs, concepts and assets. All finished art estimates include supply of high res PDF file/s or flattened image/s, and does not include the original working assets unless otherwise agreed with the Client.

The Client agrees that all ‘Template’ files provided by the Eatery will be used for the intended usage only and not to create other items using that template file.

In the event the Client must attain the original working files, these can be released under exclusive license to the Client at a fee based on the market rate (Project Value x 3 = Price) on a case-by-case basis, at the discretion of the Eatery using the following industry standard formula: Eg; If a Brochure is worth $4,000, the cost for releasing working files to the Client would be $4,000 x 3 = $12,000. The Eatery reserves the right to refuse supply of physical artwork files, depending on the circumstances and the intended usage of such files by the Client.

8. Industry Recognition and Awards

The Client and the Eatery must be incorporated as co-contenders in any formal awards or recognition for this Project, in so far as such awards or recognition permits the Client and the Eatery to be incorporated as co-contenders.

9. Approval of Final Artwork

While the Eatery takes all care to avoid errors, the Eatery accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production.

It is the Client’s responsibility to proof read and approve all final copy before the production of the artwork.

The email verification by the Client shall be conclusive as to the approval of all artwork prior to their release for printing, implementation or installation. No refunds or reprints are given after a final approved design has gone to print due to oversights by the Client’s proof reading.

10. Print Management

Eatery-Managed Printing (recommended)

The Eatery can provide full print and production management to all our clients, via our non-disclosed list of preferred suppliers who we have built strong and reliable relationships with over the years. The Eatery will monitor the Client’s project to ensure its produced effectively and efficiently via the best means of colour management, proofing, quality checking, supplier liaison, as well as job monitoring and production. The Eatery looks after the project from beginning to end, and take full responsibility for any unforeseen issues that may arise during the final production stages, within reason outside of it being an issue caused by the Client.

The Eatery will not take responsibility for the Client’s change of mind, or unreasonable reaction to a particular product finish.

Client-Managed Printing

For Clients who wish to manage print themselves using their own suppliers, the Eatery accepts no responsibility for the end result. The Eatery prepares file/s according to industry standards or as provided by the Client/Supplier, but is not responsible for the project or for any unforeseen issues or inconsistencies that may arise. Once the print-ready files are dispatched to the Client or Client’s supplier, it is the Client’s full responsibility to manage the project through to the finished product. In the event a reprint is required, the Eatery may assist with resupply of artwork files, but will not be liable for any cost incurred to the Client or Clients’ supplier for the reprint. The Eatery is not liable for any indirect or consequential loss or expense suffered by the Client or Clients’ third party supplier.

11. Risk and Liability

The Eatery promises that all services will be performed in line with the Client’s reasonable written instructions and details as outlined in this estimate/proposal. The Eatery warrants that it will carry out the Services according to proper professional standards to the best of the Eatery’s skillset and abilities in an effective, timely and professional manner. The Eatery does not make any other warranties regarding the Services or the Deliverables. The Client uses the Eatery’s Deliverables at its own risk. The Client promises that any content they provide to the Eatery is either the property of the Client or that the Client has the permission or license to use such content. Neither party may assign, transfer or sublet any obligation under this Engagement without the written consent of the other. Consent shall not be unreasonably withheld. Unless stated in writing to the contrary, no assignment, transfer or subletting shall release the assignor from any obligation under this Agreement.

12. Confidential Information

Each Party is likely to disclose information (“Disclosing Party”) to the other (“Receiving Party”) from time to time during the term of this Engagement, which is marked or designated as confidential or proprietary at, or prior to disclosure, or which would appear to be confidential and/or proprietary in nature (“Confidential Information”). The Receiving Party will not disclose such Confidential Information to any person other than as provided for in this Engagement or as necessary to carry out that Party’s obligations under this Engagement. This restriction does not apply to information that (i) the Receiving Party must disclose by law or legal process, (ii) is either already public or enters the public through no fault of the Receiving Party, (iii) is available to the Receiving Party from a third party who is not under any non-disclosure obligation to the Disclosing Party, or (iv) is independently developed by or for the Receiving Party without reference to any Confidential Information of the Disclosing Party.

13. Termination of this Engagement

Either the Client or the Eatery may terminate this Engagement: if the other Party is in default of the terms and conditions of this Engagement and fails to remedy the default within twenty (20) Business Days after receiving Notice by email requiring the remedy of the default; OR on giving sixty (60) days’ notice without cause.

Termination of this Engagement for whatever cause shall be without prejudice to any rights or obligations that have accrued or are owing prior to such termination, including but not limited to payments of money.

Any invoices paid by the Client will be forfeited in lieu of compensation to the Eatery.

14. Governing Law

This Engagement is governed by the laws of the State of New South Wales (NSW), Australia.

The Eatery Group Pty Ltd
ABN 18 606 966 974

Contact

If you have any questions regarding the Eatery’s Terms of Engagement, please contact:
Melissa Gardner, Owner/Director
melissa@eaterygroup.com.au

Last updated: 22 February 2020
The Eatery is happy to consider any reasonable term requests.