1. Project Quote: These terms are incorporated by reference into any Project Quote provided to you by Kimberlin Education. These terms, and the resultant Agreement, may only be varied by written agreement between the parties.
2. Services: We warrant that we will perform the Services with due care and skill. Subject to this Agreement, we may exercise our independent discretion as to the most appropriate and effective manner of providing the Services. We may engage contractors to assist in the provision of the Services. Any changes to the Services requested by you could lead to a change in the fixed cost.  Any failure to meet your responsibilities may also impact the fixed cost.
3. Your Responsibilities:
   1. To provide one (1) concise and consolidated round of feedback at each creative phase for each project.
   2. Timely turnarounds on approvals to meet the deadlines on the project. Please note that any failure by Australia Post to meet the agreed timeframes will result in risk of delivery to subsequent output timeframes.
   3. Provide access to key team members for meetings and materials.
   4. Provide access to brand assets as we may reasonably require, to allow us to supply the Services.
   5. Provide such information, assistance and decisions as we may reasonably require, to assist us to provide the Services.
   6. Comply with any directions given by us in relation to work health and safety and agree to follow our health and safety procedures whilst on our site/s.
   7. Revisions based on one (1) round of feedback are included. However, any additional change requests may incur a separate fee.
4. Payment:
   1. Invoices are to be paid within thirty (30) days of the date of the invoice.
   2. You also agree to reimburse us at cost for any expenses necessarily incurred by us as a result of the provision of Services. Such expenses may include travel, accommodation, meals and transportation. Should any additional disbursements (additional printing, air travel, accommodation) over and above the agreed contract price, prior sign off by both parties is required.
   3. We may suspend our Services where payment has not been made by the due date. Unless otherwise indicated, amounts are exclusive of GST and are in Australian dollars.
5. Intellectual Property:
   1. We grant you any intellectual property created or discovered by us in the actual Deliverables arising from this Agreement.
   2. Neither party assigns to the other any pre-existing intellectual property rights.
   3. We grant you a royalty-free, irrevocable and non-exclusive licence to use our pre-existing intellectual property for any purpose contemplated in this Agreement, other than commercial exploitation.
   4. You grant us a non-exclusive non-transferrable licence to use any of your pre-existing intellectual property supplied to us to the extent necessary for us to perform our obligations under the Agreement. You warrant that any material/s you supply to us is owned by you or, if owned by another party, do not infringe that third party’s intellectual property rights.
6. Confidentiality: Each party (receiving party) must keep any information obtained from the other party (disclosing party) in connection with the provision or receipt of the Services confidential and not disclose that information to any third party except if that information is already in the public domain or if a party is required to do so by law. Each party acknowledges that:
   1. a breach of this clause would be harmful to the disclosing party’s business interests;
   2. monetary damages alone would not be a sufficient remedy for a breach of this clause; and
   3. in addition to any other remedy which may be available in law or equity, the disclosing party is entitled to interim, interlocutory and permanent injunctions (or any of them) to prevent breach of this clause and to compel specific performance of it.
7. Liability:
   1. Our liability to you (whether under statute, in contract or in tort, including for negligence, or otherwise) is limited to the aggregate fees paid by you to us under this Agreement.
   2. Neither party will be liable for any loss of profits, revenue, goodwill, business, anticipated savings, data or any indirect or consequential loss.
   3. If the Australian Consumer Law (ACL) applies to this Agreement in respect of services supplied, and our liability for breach of the ACL may not be excluded but may be limited, clauses 7(a) and 7(b) do not apply to that liability and instead our liability for any breach of the ACL is limited to either or both of the following, at our option:
      1. the resupply of the Services; or
      2. paying the cost of having the Services supplied.
   4. Nothing in this Agreement is intended to exclude, restrict or modify rights which you may have under the ACL or any other legislation which may not be excluded, restricted or modified by agreement.
8. Term and Termination: This Agreement commences on the Start Date and either party may terminate this Agreement on one (1) months’ written notice. The Agreement may also be terminated immediately by a party if the other party commits a breach which has not been remedied within seven (7) days of receiving written notice requiring the breach to be remedied. You will be required to pay us for all work completed up to the date of termination or expiry (even if such work has not yet been invoiced), along with any related expenses. Upon termination or expiry of this Agreement, you must immediately return to us our documents and materials and provide us with an undertaking that you have deleted our confidential information. Clauses 4-10 of this Agreement continue after termination or expiry of this Agreement.
9. Relationship between the parties: Under this Agreement, the Parties shall in the performance of all their obligations to each other act in good faith, co-operate and act reasonably towards each other. Each party permits the other to use their logo and/or name for marketing and promotional purposes (including but not limited to print and online platforms) for a period of 36 months following the completion of the most recent project. You also agree that any Deliverables supplied under this agreement may be co-branded with Kimberlin Education’s logo, branding and/or name.
10. Governing Law: This Agreement is governed by the law in force in New South Wales. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales.

Last updated: April 2022