Terms and Conditions

These terms

1.1. In these terms, "we", "us", "our" and "ReCreate" mean:

"You" and "your" mean the person or business named as the client on the Quote. If you approve a Quote on behalf of a business, you confirm you are authorised to bind that business.

1.2. The contract between us is made up of the Quote or Production Estimate, these terms, and any scoping document you have signed or approved. If they conflict, the order of precedence is: the signed scoping document, then the Quote, then these terms.

1.3. You accept these terms when you approve a Quote in writing, pay a deposit, or ask us to start work, whichever happens first.

1.4. We may update these terms from time to time. The version that applies to your project is the version published at recreate.agency/terms-and-conditions on the date you approved the Quote. Changing these terms does not change a project already underway unless we both agree in writing.

Our services

The services

2.1. We will provide the services described in the Quote or Production Estimate as presented. As an assignment develops, the scope of the required work may change. Where that happens, we will raise it with you at the earliest opportunity so we can agree any variation to the scope and to the Quote.

Changes to scope

2.2. Work outside the agreed scope is a variation. We will quote variations before starting them, and we are not obliged to carry out a variation until you approve it in writing. Where a variation affects a delivery date, we will tell you the new date when we quote it.

Scoping documents

2.3. For most projects we provide a scoping document setting out the functionality of what we are building. This includes but is not limited to a website, an application or a marketing campaign. Where you sign or approve a scoping document, anything beyond that scope is treated as a new piece of work and priced accordingly.

Timing

2.4. Dates we give you are estimates made in good faith on the basis of the information available at the time. They assume you provide materials, feedback and approvals when we ask for them. Delays on your side move our dates by at least the same amount.

Subcontractors

2.5. We may engage subcontractors, crew and specialists to deliver part of the services. We remain responsible to you for the work they do on our behalf.

Third party costs

Specialist services

3.1. Unless the Quote says otherwise, our estimate excludes third party costs such as photography, illustration, video production, sound recording, music licensing, talent, stock media, printing and freight. Unless you instruct us otherwise, we may source specialist services in areas outside our expertise. Those costs are passed on to you and quoted as they arise.

Incidentals

3.2. Incidental costs such as couriers and printed proofs from external printers are charged to you where they are required.

Ongoing platform and licence costs

3.3. Where a deliverable depends on a third party service with a recurring cost, such as hosting, a domain name, video streaming, a font licence, a stock media licence or a software subscription, that cost is yours unless the Quote says we carry it. We will tell you what those costs are before we commit you to them. We are not responsible for a third party service changing its price, its terms or its availability.

Review and approval

Rounds of changes

4.1. Unless the Quote or proposal says otherwise, we include 2 rounds of changes on all items following the presentation of an initial concept. Revisions briefed after that are charged at our standard hourly rate card.

Consolidated feedback

4.2. A round of changes means one consolidated set of feedback. Feedback that arrives piecemeal, or that reverses a direction you previously approved, may be treated as an additional round.

Approval

4.3. Deliverables are taken as approved when you tell us in writing, or when you use them publicly, or 10 business days after we deliver them if we have not heard from you. Once a deliverable is approved, further changes are a variation under clause 2.2.

Proofing

4.4. You are responsible for checking deliverables for accuracy before approval, including names, titles, prices, dates, contact details and claims about your business. We are not liable for an error that you approved, including the cost of reprinting or re-editing.

What you provide

Information

5.1. To get the best result we need to work with you as a team. Our work often depends on you, or your other advisers, providing information promptly. To avoid unnecessary verification, we assume all information you give us is complete and accurate unless you tell us otherwise.

Content and images

5.2. It is your responsibility to give us the information we need about your business and your marketing objectives. We take no responsibility for errors in content you supply, and changes arising from those errors may be chargeable at standard rates. Unless agreed otherwise, it is your responsibility to provide all text and graphic materials that make up the content of the work, in a suitable digital format.

5.3. Please supply images as JPEG, GIF, TIFF, PNG or PSD, and text as a Microsoft Word document or equivalent. Information for charts, graphs and infographics should be supplied as a spreadsheet. Material supplied in a format that is not readily usable may incur additional cost for retyping or rebuilding, and where the content you supply needs a significant amount of copywriting, a further charge may be made.

5.4. Images you supply should be high resolution at 300DPI where they are intended for print. Lower resolution is acceptable for web only use. We assume every image you supply is either owned by you or licensed to you for the intended use. We cannot use images taken from Google or from any other source you do not hold rights to.

Rights in what you supply

5.5. You grant us permission to use your logos, brand assets and company identity for the purpose of creating and delivering the project. You confirm you hold the rights needed to grant that permission.

5.6. You indemnify us against any claim arising from your negligence, or from your inability to obtain the copyright, licence or other permission needed for any content you supply to us.

Fees, GST and payment

GST

6.1. Unless expressly stated otherwise, amounts in a Quote are exclusive of GST. GST is added to the invoice at the applicable rate.

Payment terms

6.2. Invoices are settled by bank transfer into our nominated account within 14 days of the invoice date unless agreed otherwise. Where a Quote specifies a deposit or staged payments, we are not obliged to begin or continue work until the relevant payment is received.

Late payment

6.3. If an invoice is unpaid after 14 days we may suspend work and withhold delivery until it is paid, and we may charge interest on the overdue amount at 2% above the Reserve Bank of Australia cash rate, calculated daily. We may recover reasonable costs of collection. Suspension under this clause is not a breach by us, and it moves delivery dates accordingly.

Ownership until paid

6.4. We retain ownership of all work until it has been paid for in full. Until then you have no licence to use it, including internally.

Disputed invoices

6.5. If you dispute part of an invoice, tell us in writing within 7 days of receiving it and pay the undisputed balance on time. We will deal with the disputed part under clause 16.

On-site work and travel

Travel and expenses

7.1. Where a shoot or site visit takes us beyond the travel allowance included in your Quote, travel is charged at the rates set out in your Quote or in our current rate card. Accommodation, flights, parking, tolls and site access fees are charged at cost where they are required.

Site access and safety

7.2. You are responsible for arranging safe and timely access to any site we are capturing, including inductions, permits, escorts and any site specific safety requirements. Where we cannot work because access, a permit or an induction was not arranged, the time is still chargeable.

7.3. We comply with reasonable site safety rules. If a site is unsafe, or a direction given to us would require us to work unsafely or unlawfully, we may stop work on that site without being in breach of this contract.

Standby and overtime

7.4. A booked crew day is reserved for you. Time lost on site to matters outside our control, such as a delayed subject, a site not being ready or a change of plan on the day, is chargeable as part of that booking. Work beyond the hours in the Quote is charged at our standard rates.

Intellectual property

Ownership of deliverables

8.1. All products, creative works, plans for designs, campaign ideas, slogans, copy themes, preliminary sketches, layouts, copy, artwork, production services and other marketing material accepted by you become your property once you have paid us in full for them, except to the extent that intellectual property rights in them are reserved by us or by a third party we engaged or employed.

8.2. Where a deliverable includes third party material such as stock media, music or a font, what you receive is the licence that third party grants, on its terms, for the use described in the Quote. Using that material for a different purpose, in a different medium or for longer than the licence allows may need a new licence at your cost.

Working files

8.3. We own the copyright in our working files. Working files are our intellectual property and include design concepts, design elements, infographics, fonts, project files, edit timelines and raw imagery. Working files are not released as part of our projects. If you want them, ask us and we will quote their release.

Our know how

8.4. We may develop or use for other clients any ideas, concepts, source code, information or know how reflected in the materials provided to you, or otherwise developed in the course of providing services to you. This does not allow us to reuse your brand assets, your confidential information or a deliverable made distinctively for you.

Portfolio rights

8.5. We retain the right to showcase your project on our website, showreels, social channels and design portfolio for the sole purpose of promoting our work. If a project is commercially sensitive and you need it kept out of our portfolio, tell us in writing and we will respect that.

Moral rights and credits

8.6. Our crew retain their moral rights as creators under the Copyright Act 1968 (Cth). We do not require a credit on published work, but you must not attribute our work to someone else.

Cancellation, postponement and weather

Cancelling a project

9.1. If you terminate the contract after work has commenced, you will be invoiced for the work already completed, for any third party cost we have committed on your behalf, and for any crew or supplier cancellation fee we cannot avoid.

Moving or cancelling a booked shoot

9.2. A shoot date holds crew, gear and often a location. Where you postpone or cancel a booked shoot at short notice, the cancellation fees set out in your Quote apply. Where the Quote does not set them out, we will charge only what we actually lose, including committed crew, travel and supplier costs.

Weather holds

9.3. Outdoor and aerial capture depends on the weather. Either of us may call a weather hold on an outdoor shoot where conditions would compromise the result or make the work unsafe or unlawful. A weather hold is not a cancellation: we will reschedule to the next mutually available date at no additional fee, other than unavoidable third party costs. Where a shoot has a fixed, unmovable event date, a weather hold means the capture does not happen and we will tell you in advance what is chargeable.

If we have to cancel

9.4. If we have to cancel or reschedule for a reason within our control, we will offer the next available date and will not charge you for the time lost. If we cannot deliver at all, we will refund amounts you have paid for work not delivered.

Confidentiality

10.1. Except as required by law, we will keep your documents and affairs confidential at all times, unless you permit disclosure or the relevant circumstances are already in the public domain. We may, however, disclose your documents and affairs to:

• (i) such of your other service providers as you tell us are involved in an assignment on which we are instructed;
• (ii) our affiliates or related parties; and
• (iii) any other service provider to whom we may properly delegate aspects of an assignment in order to provide a full range of services to you.

10.2. Anyone we disclose your information to under clause 10.1 is bound to keep it confidential on terms no less protective than these.

10.3. You agree to keep our Quotes, rate cards, scoping documents and pricing confidential, and not to share them with our competitors.

People, permissions and privacy

Releases

11.1. Where we capture identifiable people at your premises, at your event or on your behalf, you are responsible for telling them it is happening and for obtaining any consent or release needed for the intended use. We can supply release forms and we will capture signed releases on the day where you ask us to.

Children

11.2. Where you supply images of children, or ask us to capture children, we assume you hold the permission of each child's parent or guardian for the intended use.

Privacy

11.3. We handle personal information in line with our Privacy Policy and the Privacy Act 1988 (Cth). Where we handle personal information on your behalf, you must have a lawful basis for us to do so.

Drone and aerial work

11.4. Aerial capture is flown under CASA rules by a licensed operator, and those rules override a creative brief. Some locations, altitudes and proximities cannot be flown lawfully, or need an approval with its own lead time and cost. Where airspace, weather, crowds or a late approval make a planned flight unlawful or unsafe, we will not fly it, and clause 9.3 applies.

Data, files and archiving

Delivery

12.1. We deliver finished files in the formats set out in the Quote, through the delivery platform we nominate. Please download and back up your deliverables promptly.

Archiving

12.2. We keep raw footage and project files for a limited period as a courtesy, not as a backup service. Unless your Quote includes an archiving arrangement, we may delete raw material 12 months after delivery. If you need material kept for longer, or need a guaranteed archive, ask us and we will quote it.

12.3. You are responsible for keeping your own copy of delivered files. We are not liable for loss of raw material that you did not ask us to retain.

Liability and your consumer rights

Your rights that cannot be excluded

13.1. Nothing in these terms excludes, restricts or modifies any right or remedy, guarantee, warranty or other term implied or imposed by law, including the Australian Consumer Law, that cannot lawfully be excluded, restricted or modified. If the Australian Consumer Law applies to the services we supply you, you have guarantees that these terms cannot take away.

Our liability

13.2. Subject to clause 13.1, and to the extent permitted by law, our total liability to you in contract, in tort, under statute or otherwise arising in connection with this contract does not exceed the total price paid by you for the services to which the claim relates.

13.3. Subject to clause 13.1, and to the extent permitted by law, we are not liable for loss of profits, business, revenue, goodwill or anticipated savings, or for any other indirect or consequential loss.

13.4. Where we are liable for a failure to comply with a consumer guarantee that can be limited by law, our liability is limited, at our option, to resupplying the services or paying the cost of having them resupplied.

Things outside our control

13.5. We are not liable for the performance of a third party platform we do not operate, for a result you hoped a campaign would achieve, or for loss caused by content or instructions you supplied.

Indemnity

14.1. Our services may be used for lawful purposes only. You agree to indemnify us and hold us harmless from any claim resulting from your use of our services that causes damage to you or to any other party, and from any claim arising from content you supplied or permissions you did not hold.

Force majeure

15.1. We are not liable for any delay or failure to perform our obligations where that delay or failure arises from circumstances outside our reasonable control. This includes natural disaster, fire, flood, extreme weather, epidemic, industrial action, civil disturbance, failure of a utility or telecommunications network, government restriction, and the failure or withdrawal of a third party platform we rely on.

15.2. Where an event of this kind continues for more than 60 days, either of us may terminate the affected part of the contract in writing. You remain liable for work already completed and for costs we have committed on your behalf.

Variation, governing law and disputes

Variation

16.1. These terms, and the contents of any agreement to which they relate, may be varied or superseded at any time by agreement in writing between us. A variation does not affect any right or obligation of either of us that has already accrued, unless we specifically agree otherwise.

Disputes

16.2. If something goes wrong, tell us first. We will try to resolve it with you directly and in good faith. If we cannot resolve it within 21 days, either of us may refer the matter to mediation before starting proceedings, except where urgent relief is needed.

Governing law

16.3. This contract is governed by the laws of Victoria, Australia, and we each submit to the non-exclusive jurisdiction of the courts of Victoria.

The rest

16.4. If a clause of these terms is found to be unenforceable, it is severed and the rest continues to apply. A delay by us in enforcing a right is not a waiver of that right. Neither of us may assign this contract without the other's written consent, except that we may assign it as part of a sale of our business.

Questions

16.5. If anything here is unclear, ask us before you approve a Quote. Contact us at hello@recreateaustralia.com.