This document sets out the General Terms & Conditions (the “Terms”) between Spacewalk Agency Pty Ltd (ABN 97 635 021 555; “Spacewalk”) and the client (the “Client”) for the services (the “Work” or “Services”) as outlined in the Invoice Details.
Unless otherwise specified on the job proposal (the “Proposal) and agreed to between Spacewalk and the Client, an upfront payment of 50% of the quoted amount is required before any Work will commence. This payment shall be deemed as acceptance by the Client to pay for our Services as set out by the Proposal as well as acceptance of these Terms and any supplementary terms and conditions set out on the Proposal. The remaining 50% payment of the quotation is required prior to delivery of final unwatermarked assets to the Client.
Our Promise To You
Spacewalk agrees to communicate and cooperate with the Client and will provide all Services in a professional manner. Spacewalk confirms that they do not have any other obligations that would prevent them from completing the Work agreed to. If there are any issues, Spacewalk will let the Client know if there are any circumstances that will prevent us from completing the Work.
Your Promise To Us
The Client confirms that 1) there are no other agreements that would prevent them from entering this Agreement with Spacewalk; 2) they have brought to Spacewalk’s attention any and all matters that could impact this Agreement; 3) they have obtained any and all requisite permissions, licenses and/or approvals to post, publish or otherwise distribute any information, materials or content provided to Spacewalk for the purposes of this Agreement.
Who Owns The Copyright
Licensing of Content
All content created by Spacewalk remains the intellectual property of Spacewalk. On full payment of the Invoice, Spacewalk grants the Client exclusive usage licence of the approved work according as set out on the Proposal and the Invoice for the Services provided. The Client agrees that if they wish to use the content created by Spacewalk for any other use, they will they will contact Spacewalk to negotiate a separate licence.
All content is edited at Spacewalk’s discretion, and delivered content may not include all content created for the Client. Spacewalk reserves the creative right to edit and release only those content deemed credible as professional in quality and within Spacewalk’s artistic standards. the Client also agrees that the content created by Spacewalk in the course of delivering our Services may be used for promotional purposes for Spacewalk and its associated entities including but not limited to its directors’ or subcontractors’ other business interests.
Spacewalk will work with the Client in conjunction with their set timeline. Spacewalk will provide the Client with watermarked copies of the content for their approval. Once approved, Spacewalk will provide non-watermarked, final copies of the images in digital format only.
Spacewalk agrees to keep all business and personal information relating to the Client confidential unless required by law to disclose this information. Spacewalk agrees that all confidential information about the Client will be used solely to benefit the Client, not for personal use or for the benefit of any other third party.
What If Everything Goes Wrong
Limitation of Liability
The liability of Spacewalk will be limited to the total amount of fees received by Spacewalk under this agreement. In no event shall Spacewalk be liable for any indirect, incidental, special, consequential or other damages.
The Client agrees to indemnify Spacewalk and all its associated directors, employees, subcontractors, agents and their respective successors (the Indemnitees) against any claim, liability, cost, damage, deficiency, loss, expense or obligation or any kind, including legal fees and other costs of litigation incurred by the Indemnities in connection with all legal action arising out of this Agreement.
This agreement may be terminated with or without cause by Spacewalk or the Client by providing written notice. In this case, the Client agrees to pay for the work done by Spacewalk in the course of delivering the Services up to the termination date. Unless otherwise agreed between Spacewalk and the Client, any fees paid to Spacewalk up to the termination date are non-refundable. Any additional termination fees are set at the discretion of Spacewalk.