QUOTE – TERMS AND CONDITION  
These terms and conditions and the quotation supplied to you (“Quote”) form the binding agreement between us for the provision of Three Scoops’ services to you (“the Client”). Acceptance of this quotation from Three Scoops Pty Ltd (A.B.N. 86 622 026 233) (“Three Scoops”) and payment of deposit will be taken as acceptance of the following terms and conditions. Please ensure you have read and fully understand what is written below and contact us if anything is not clear to you.

‍Services
‍Three Scoops agrees to provide the services in accordance with the Quote (“Services”).As part of the Services, Three Scoops shall supply the Client with print ready files adhering to the print output specifications as specified in the Quote. Native files will remain the property of Three Scoops and it is completely at Three Scoop’s discretion to supply these files. If native files are requested by the Client, a further quote will be provided to the Client for such supply.Any changes to the scope of Services shall be agreed to in writing prior to being included in a revised Quote.If the scope of Services in the Quote is unchanged, the Client shall be entitled to two (2) rounds of what shall be deemed as “reasonable” creative changes following presentation of Three Scoops initial concept.

‍Supply of Client Information and Files
‍The Client is responsible for supplying Three Scoops with all reasonably required information about your business and marketing objectives, as well as copy/information/images/third party logos/photos/ files/ samples and other Client provided information (“Client Information”) necessary for use by Three Scoops as part of the Services.Three Scoops cannot guarantee its ability to locate or supply any files after the Services have been invoiced to the Client. Time spent locating archived files will be billed at Three Scoops’ standard hourly rate with a minimum charge of 60 minutes.Three Scoops takes no responsibility for any Client Information provided to it for the Services.The Client expressly authorises and grants a non-exclusive license during the Term, to Three Scoops to reproduce all and any of the Client Information for purpose of this Agreement.

‍Payment Terms
‍The Client will pay to Three Scoops the Fee for providing the Services, in the manner and timing set out in the Quote, provided the Client has first received a valid tax invoice which complies with all relevant legislation.Unless otherwise stated in the Schedule, an upfront payment of fifty percent (50%) of the Fee shall be payable upon the commencement of the Services and payment shall be due 14 days from the date of tax invoice. Tax invoices will be sent to the Client at the end of each calendar month during the Term for payment.Three Scoops may by written notice to Client suspend provision of the Services until outstanding invoice(s) and interest or any other amounts owing by Client have been paid in full.Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this Agreement are exclusive of GST.Three Scoops reserves the right to charge interest on invoices that are not paid by the due date at the rate of 20% per annum.

‍Additional Project Costs
‍Three Scoops’s Quote is exclusive of third party costs such as photography, illustration, video production, sound recording, unless otherwise included in the estimate.Any additional costs or approved out of pocket expenses specifically associated with the development and production of the project covered by the Services (eg. stock photography, fonts, survey, software license fees) will be an additional cost to the Client.Three Scoops may, unless the Client instructs us otherwise, seek such specialist services on areas which are outside our expertise. The costs of such services will be passed on to the Client and will be quoted accordingly.Any additional items that are not included or detailed in the Quote and which are subsequently requested by the Client will need to be quoted on or charged for at the tabled hourly rate.

‍Intellectual Property
‍In consideration of the Client’s full and timely payment of the Fee, unless otherwise stated in the Quote, Three Scoops hereby grants an exclusive, royalty free, perpetual, revocable license to those intellectual property rights (including copyright) arising from the results and proceeds of the Services (“Works”) to the Client for use for its own commercial purposes.Unless otherwise provided for in the Quote, all intellectual property rights (including copyright) in the Works shall vest with Three Scoops in perpetuity.All intellectual property which existed prior to the execution of this Agreement and/or not created solely for the benefit of the Client as part of the Services or the Works, shall be retained and owned by Three Scoops (excluding intellectual property which vested with the Client prior to entering into this Agreement).

‍Promotion and Publicity
‍For the avoidance of doubt, Three Scoops shall retain the right during and after the Term, to use the Works detailed in this agreement for its own promotional and publicity purposes on its website or other mediums, but not for any other commercial purpose.

‍Warranties
‍The Client warrants that:it has the right, power and authority to enter into this Agreement;it has the authority to grant Three Scoops the right and license to reproduce all Client Information supplied by Client to Three Scoops for purpose of this Agreement;the Client Information is not defamatory, offensive, illegal, incorrect or misleading in any way;the use of Client Information provided to Three Scoops for the Services will not infringe any rights of any third party.All warranties, whether express or implied by statute, common law or otherwise, are excluded by Three Scoops to the extent permitted by law.Without limiting the foregoing, to the extent possible by law, Three Scoops specifically excludes any warranty as to the accuracy or quality of information received by the Client in connection with the Services, and Three Scoops shall not be liable for any loss or damage.To the extent permitted by law, all express or implied terms, conditions, warranties, statements, assurances and representations in relation to the provision of the Services are expressly excluded. If any of the exclusions or limitations set out in this clause are declared illegal or void or if the Client claims that there has been a breach of a term, condition, warranty, statement or assurance which cannot be excluded by this Agreement, to the extent permitted by law, the Supplier’s entire liability and Client’s exclusive remedy is limited, to: with respect to the supply of services (a) the re-supply of the services, or (b) the payment of the cost of having the services re-supplied.

‍Indemnity
‍The Client indemnifies and agrees to keep Three Scoops indemnified against all liability, losses or expenses incurred by Three Scoops in any way directly or indirectly connected with any breach of the Client’s warranties, obligations or breach of any third party’s rights, as a result of the use of the Client Information, except to the extent caused by the negligence of Three Scoops or its employees.

‍Confidentiality and Privacy
‍The parties must maintain in confidence all confidential information and ensure that such information is kept confidential at any time during or after the Term. This obligation does not apply to disclosures required by law.Each party agrees to comply with applicable privacy laws and principles in respect of this Agreement.

‍Termination
‍The Client may terminate this Agreement at any time, subject to clause 12.Either party may terminate this Agreement, immediately, if the other party:becomes an externally administered body corporate under the Corporations law or steps are taken by any person to make that party externally administered;fails to comply with a statutory demand within the meaning of the Corporations law; orcommits a material breach of this Agreement that is not capable of remedy.if a party commits a breach of this Agreement and fails to remedy such breach within 10 business days of receipt of notice from the other party identifying the breach and requesting rectification.

‍Consequence of Termination or Expiry
‍If the Client wishes to terminate this Agreement prior to Three Scoops commencing the Services, the Client must pay the sum of fifteen (15%) of the amount of the Quote; orIf this Agreement expires or the Client wishes to terminate this Agreement after Three Scoops commences the Services, the Client must pay the unpaid costs for the Services which have been incurred by or committed to by Three Scoops prior to termination or the sum of fifteen (15%) of the amount of the Quote (whichever is the greater amount), as well as any unpaid part of the Fees which were payable to Three Scoops for Services completed up to the date of expiry or termination (“Exit Fee”).For the avoidance of doubt, if Three Scoops has received any part of the Fee prior to termination, for Services not completed at the date of termination, Three Scoops shall immediately reimburse a portion of the Fee, according to the Services which are not complete (after deducting the Exit Fee which is payable on termination).Upon expiry or termination of this Agreement, Three Scoops will deliver up to the Client the Client Information, including confidential information of the Client, which has been provided to it by the Client, for the purpose of Three Scoops providing the Services under this Agreement.If this Agreement is terminated due to a breach by the Client then, for the avoidance of doubt, the license granted in clause 6(a) shall be immediately revoked and there shall be no grant of rights to the Client in the Works.

‍Amendments
‍Any additional amendments that require the review of previously approved and completed Services will be charged at an additional fee at Three Scoops’ nominated hourly rate. All quotes will be provided to you and agreed upon before such additional work commences.

‍Variations
‍Any variation to the scope of Services for any of the quoted items covered by the Fee described in the Schedule, will require re-quotation for those items based on the new parameters. All quotes will be provided to you and agreed upon before revised Services commence.

‍Relationship
‍Three Scoops is a provider of services to the Client and nothing in this Agreement will be construed as constituting a partnership, joint venture, employment or agency relationship between the parties. Unless otherwise provided for in the quote, the Services shall be provided on a on-exclusive basic.

‍Entire Agreement
‍This Agreement represents the entire Agreement between the parties and the parties may not rely on any previous written or oral representations unless such representations are subsequently agreed to in writing or are contained within this Agreement.

Jurisdiction
‍The parties agree that this Agreement is bound by the jurisdiction of the State of Victoria and the parties agree to be bound by the jurisdiction of the Courts in that State.