Lusa Enterprises Pty Ltd ABN 78 658 310 617 trading as Raine & Makin of 6 Murralinga Place, Mount Eliza VIC 3930 (“Raine & Makin”). Unless otherwise agreed in writing these Terms & Conditions constitute the full Agreement between Raine & Makin and the person or company (“Client”) named herein. These T&Cs should be read in conjunction with any estimate, Scope of Works and/or Fee Proposal provided.

1.  Quotations

1.1.  Quotations provided by Raine & Makin to the Client will be valid for 30 days from the date of issue.

1.2.  Unless otherwise indicated, the quotations provided in the Scope of Works and/or Fee Proposal do not cover incidentals, including but not limited to: shipping, freight, handling, couriers, postage, prints, photo negatives/positives, on-going administration, proofs and/or media charges.

2.  Acceptance of Scope of Works and/or Fee Proposal

2.1.  Raine & Makin ask that the Client accept the Scope of Works and/or Fee Proposal in writing prior to the commencement of works detailed therein. Such written acceptance may be provided by email or through the utilisation of Raine & Makin’s digital quotation platform.

2.2.  Raine & Makin require that the Client make payment of a 50% non-refundable commencement fee (“Commencement Fee”) upon acceptance of the Scope of Works and Fee Proposal. Payment of this Commencement Fee will mark the commencement of this Agreement (“the Commencement Date”).

3.  Variation to the Scope of Works and/or Fee Proposal

3.1.  Requests for work beyond the agreed Scope of Works and/or Fee Proposal as at the Commencement Date will incur additional charges. Raine & Makin reserve the right to accept or reject responsibility for performing additional works, and to pass on additional charges to the Client at an appropriate hourly rate.

3.2.  Requests for work beyond the agreed Scope of Works and/or Fee Proposal deemed urgent or requiring work to be conducted outside standard business hours may be charged at an hourly rate equalling 150% of Raine & Makin’s ordinary fee of AU$210/hour. The provision of these additional services will be subject to the terms of this Agreement.

3.3.  Where variation to the Scope of Works and/or Fee Proposal is required, Raine & Makin may provide the Client a revised or supplementary Scope of Works and/or Fee Proposal for acceptance. This supplementary Scope of Works and/or Fee Proposal will be subject to the terms of this Agreement.

4.  Client’s Instructions & Performance

4.1.  To facilitate delivery, Raine & Makin ask that the Client provide clear and concise instructions in a timely manner. Delays resulting from the Client’s inability or failure to provide instructions, raw materials and/or requested information may result in an adjustment to the agreed timelines and additional fees being incurred.

4.2.  Raine & Makin encourages the Client to provide or reiterate all instructions in writing. Where instructions are provided verbally, Raine & Makin will not be held responsible for errors, omissions or misinterpretation of same.

5.  Termination & Third-Party Costs

5.1.  Raine & Makin reserve the right to terminate this Agreement at any point in time by providing the Client 14 days’ written notice.

5.2.  If the project is terminated at any point prior to completion, Raine & Makin reserve the right to retain the Commencement Fee in order to cover costs incurred up to that point. Where costs incurred exceeds this amount, Raine & Makin may validly request further payment from the Client.

5.3.  The Client will be deemed responsible for any third-party and/or out-of-pocket expenses incurred up to the date of termination of the Agreement.

6.  Delivery Up & Review

6.1.  Delivery of the items detailed under the Scope of Works and/or Fee Proposal will be made electronically, either by email, DropBox or as otherwise agreed, upon:

6.1.1.  completion; or

6.1.2.  in accordance with agreed project timelines.

6.2.  Raine & Makin ask that the Client accept, reject or advise of changes and/or revisions required to delivered works within 14 days of delivery.

6.3.  Two rounds of changes are included in the Scope of Works and/or Fee Proposal. Additional rounds of changes and/or revisions will be conducted at the discretion of Raine & Makin and will incur additional fees at our hourly rate.

6.4.  Works will be taken to be accepted, unless otherwise indicated by the Client within 14 days of delivery.

7.  Project Timelines

7.1.  Raine & Makin maintain that project timelines provided to the Client are an estimation only, and should not be relied upon by the Client.

7.2.  Where expansion of the agreed Scope of Works and/or Fee Proposal occurs, Raine & Makin reserve the right to alter project timelines.

8.  Production & Print

8.1.  The Client bears the responsibility for all third-party production costs following acceptance of works. Raine & Makin will not be liable for errors, including grammatical errors, contained therein.

8.2.  In the instance of accepted works, the Client is held fully responsible for guaranteeing the accuracy of content, including design, spelling, grammar and quality.

9.  Intellectual Property Rights

9.1.  Raine & Makin retains ownership of the copyright subsisting in all accepted works produced under the Scope of Works and/or Fee Proposal until such time as payment of all outstanding amounts has been made by the Client.

9.2.  Upon receipt of payment in full, Raine & Makin grants the Client an exclusive licence to the copyright subsisting in accepted works subject to this Agreement, limited to the objective(s) and/or purpose(s) detailed in the Scope of Works and/or Fee Proposal. Such exclusive licence does not grant the Client permission to alter, edit or amend accepted works beyond that reasonably anticipated.

9.2A.The licence granted under clause 9.2 is limited to the territory, channels, duration and use cases specified in the Scope of Works and/or Fee Proposal. Any use of accepted works beyond this scope, including use in new markets, media channels, or for purposes not specified in the Scope of Works and/or Fee Proposal, requires a separate written agreement with Raine & Makin.

9.3.  Raine & Makin retains ownership of the copyright subsisting in all works produced but not ultimately accepted by the Client, including but not limited to: draft concepts; ideas communicated; working notes and any other internal written materials; preliminary drafts, drawings, illustrations, photographs and designs; preliminary electronic works including website drafts, source code, development tools, programs, multimedia applications and programmers’ notes; draft videos, sound recordings, outtakes, storyboards, scripts, screenplays and character lists; designs which are rejected by the Client; and source files.

9.4.  Additional Assignments of intellectual property interests and/or Licence Agreements may be granted by Raine & Makin at their discretion.

9.5.The author(s) of works produced under this Agreement retain their moral rights as provided under the Copyright Act 1968 (Cth), including the right of attribution and the right of integrity.

9.6.Raine & Makin will ensure that any subcontractors engaged under this Agreement assign all intellectual property interests in works produced to Raine & Makin as a condition of their engagement, such that Raine & Makin is able to grant the licences contemplated by this Agreement.

10.  Confidential Information

10.1.Each party agrees to keep confidential all non-public information disclosed by the other party in connection with this Agreement (“Confidential Information”), and to use such information solely for the purposes of performing its obligations or exercising its rights under this Agreement. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; or (c) is required to be disclosed by law or court order, provided that the disclosing party is given prompt written notice where legally permissible.

10.2.  All draft concepts and ideas communicated to the Client will be considered Confidential Information and/or intellectual property of Raine & Makin.

11.  Use of AI-Assisted Tools

11.1.Raine & Makin may use AI-assisted tools in the research, drafting, and delivery of services under this Agreement. Raine & Makin will not input the Client’s confidential information into third-party AI platforms without the Client’s prior written consent.

11.2.AI-generated content that forms part of accepted works is subject to the intellectual property provisions of clause 9 of this Agreement. The Client acknowledges that the ownership and enforceability of copyright in AI-generated content may be subject to evolving law, and that Raine & Makin makes no warranty in relation to the copyright status of such content.

12.  Font & Typeface

12.1.  Where Raine & Makin is required to use an original font and/or typeface owned by a third-party, the Client agrees to:

12.1.1.  Acquire a licence to use the typeface; and

12.1.2.  Pay any licence fees applicable.

12.2.  Where a font and/or typeface is provided by the Client, Raine & Makin validly assumes that this typeface has been licensed appropriately and therefore bears no responsibility for any breach of intellectual property interests and/or moral rights stemming from the unauthorised use of same.

13.  Self-Promotion by Raine & Makin

13.1.  Under this Agreement the Client grants Raine & Makin the right to use and reproduce work produced under the Scope of Works and/or Fee Proposal for the purposes of: promoting skills and services, including by entering works in competitions and/or design publications; and displaying the work in their portfolio, including physical and web-based reproductions. This grant includes the right to use and reproduce work that may also display protected interests of the Client, including but not limited to, registered trade marks or domain names.

13.2.Raine & Makin will exercise this right with reasonable discretion. Where requested in writing by the Client prior to or at the time of delivery, Raine & Makin will delay publication of portfolio items for a period of up to 12 months from the date of delivery.

14.  Web, Email & Search Engine Optimisation (SEO)

14.1.  Raine & Makin will endeavour to ensure that any developed or designed website, eNewsletter, eSignature or Application will function correctly on the server upon which it is initially installed and that it will function correctly when viewed with web-browsing software, but cannot guarantee a correct or identical function with all systems and/or browser software.

14.2.  Raine & Makin accepts no responsibility for website and/or email downtimes, delays, data loss or other damage caused by service providers, including ISPs. The Client indemnifies Raine & Makin against all claims resulting from such disruptions.

14.3.  Where Search Engine Optimisation (SEO) services are included in the Scope of Works and/or Fee Proposal, Raine & Makin makes no warranty that provision of these services will lead to an increase in sales, profits or any other benefit or improvement to the Client or its business.

15.  Archiving

15.1.  Files relevant to all accepted works produced under the Scope of Works and/or Fee Proposal will be supplied to the Client upon completion.

15.2.  For a period of 3 months from the date of delivery all files will be stored in an accessible format, following which they will be archived for a period of 2 years.

15.3.  Where the Client requests a copy of an archived file after this 3 month period, Raine & Makin may charge a reasonable fee at their discretion.

16.  Accounts & Payment

16.1.  Payment of completion invoices is due 14 days from date of invoice unless otherwise agreed in writing. Deliverables may be invoiced as completed.

17.  Overdue Accounts & Disputing of Invoices

17.1.  Raine & Makin reserves the right to charge interest at 5% per month on all amounts outstanding by the Client, unless otherwise agreed in writing. Interest shall accrue monthly from the date payment was due, until the date payment is made or awarded by way of judgement.

17.2.  In the instance of default, the Client indemnifies Raine & Makin against all costs and disbursements incurred by pursuing the debt, including legal costs and/or agency costs.

17.3.  Where the Client seeks to query the quantum and/or other details contained in an invoice issued by Raine & Makin, such query must be raised within 14 days of receipt. Failure to raise a query within this timeframe will result in deemed acceptance.

17.4.  Raine & Makin reserves the right to suspend and/or cancel works pending payment of amounts outstanding by the Client, including the suspension of website and/or email hosting. In the instance of such suspension, the Client indemnifies Raine & Makin against claims for all losses flowing from such suspension.

18.  Client’s Undertakings & Warranties

18.1.  In accepting this Agreement, the Client undertakes and warrants that they are ultimately responsible for exercising control over the accepted works and limiting the use thereof to the objective(s) and/or purpose(s) defined by the Scope of Works and/or Fee Proposal. In doing so, the Client undertakes and warrants that the works will not be deemed contrary to law to any extent, including by:

18.1.1.  Ensuring that all intellectual property interests subsisting in any material provided to Raine & Makin have not, and will not be infringed;

18.1.2.  Ensuring that works and/or any representations contained therein do not constitute or include an unauthorised use or infringement of any trade mark owned by a third-party, including by undertaking Trade Mark Clearance Searches;

18.1.3.  Ensuring that works and/or any representations contained therein do not constitute or include an unauthorised use of materials subject to copyright protection, including moral rights;

18.1.4.  Ensuring that all necessary licences and assignments are obtained and appropriately maintained;

18.1.5.  Ensuring that the works do not contain any representations, written or visual, which would be deemed defamatory to any person, company or legal entity;

18.1.6.  Ensuring that the works and/or any representations contained therein will not be deemed obscene, blasphemous, offensive or discriminatory; and

18.1.7.  Ensuring that the works and/or any representation contained therein, are not in any way contrary to the Competition and Consumer Act 2010 (Cth) and will not give rise to any common law action in passing off.

18.2.  The Client attests to the truth and accuracy of all statements included in the works, purporting to be fact. The Client warrants that reliance on same by any person will not cause loss, damage or injury.

18.3.  Use of the works produced under this Agreement is at the Client’s own risk, including but not limited to publication.

18.4.  The Client indemnifies Raine & Makin against any and all claims arising from:

18.4.1.  Use of material provided by or recommended by the Client;

18.4.2.  Works produced under the Scope of Works and/or Fee Proposal;

18.4.3.  Any actions taken by Raine & Makin under instruction from the Client;

18.4.4.  Any actions taken by Raine & Makin otherwise approved by the Client.

19.  Liability

19.1.  Raine & Makin accepts no liability to the fullest extent under law regarding:

19.1.1.  Any consequential loss, damage or injury arising, regardless of how it arises; and

19.1.2.  Any punitive, additional or exemplary damages.

19.2.  If found to be liable for any claims, losses, damages, costs or injuries arising out of this Agreement, the quantum sum of all liability or liabilities is limited to the value of the project as detailed in the Fee Proposal.

20.  Contractor Relationship & Sub-Contracting

20.1.  The relationship formed under this Agreement is one of independent contractors and should not be interpreted as creating a partnership or agency relationship.

20.2.  Raine & Makin may sub-contract obligations formed under the Agreement, Scope of Works and/or Fee Proposal, at their discretion, subject to the intellectual property obligations set out in clause 9.6 of this Agreement.

21.  Law of Agreement

21.1.  This Agreement is governed by the laws of the State of Victoria.

22.  Severability

22.1.  Any provision of this Agreement which is prohibited or unenforceable will be ineffective to the extent of the prohibition or unenforceability. That will not invalidate the remaining provisions of this Agreement.