Terms & Conditions

Glossary of Key Terms

• Agency: Refers to Verge, the service provider offering design and development services.
• Client: The individual or business entity that engages Verge for services.
• Deliverables: Final products or outcomes provided by Verge as per the agreed scope of work.
• Final Works: The completed project deliverables provided by Verge to the Client.
• Preliminary Works/Working Files: Draft designs, concepts, and non-final production files created by Verge during the project.
• Agency Tools: Software, technologies, or methods owned by Verge and used in the creation of deliverables.
• Third-Party Materials: Any content or resources that are not owned by either Verge or the Client and are obtained from external sources.
• Trademarks: Logos, symbols, or any other marks used to distinguish goods or services, provided by or developed for the Client.

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1. Fees and Currency Adjustment
All fees are subject to final confirmation. Fees may be adjusted based on the performance of the PGK/USD or PGK/AUD exchange rates.

2. Client Commitment and Feedback
Concept design and development require the Client to provide comprehensive and timely feedback through an authorised representative. If project completion is significantly delayed due to the Client’s response times (i.e., delays of 30 days or more), Verge reserves the right to adjust the final invoice(s) accordingly.

3. Design Revisions
Two (2) design or edit revisions are included in the quoted fees unless otherwise confirmed in writing by Verge. Additional revisions or expedited work may incur extra charges, which will be communicated to the Client before commencement as much as practicable. Additional revisions are defined as requests by the Client to amend any deliverable before final artwork or deliverable sign-off.

4. Client Responsibility for Content Accuracy
The Client is responsible for the accuracy and integrity of all raw content and information provided to Verge.

5. Scope of Work and Additional Charges
Any changes to the scope of work requested by the Client are subject to new charges. For work rendered beyond the agreed scope, a project fee or a blended rate may be charged (e.g., PGK 4,000 + GST per day unless otherwise agreed in writing).

6. Use of Artwork for Marketing
Unless otherwise agreed, Verge reserves the right to utilise the artwork generated for portfolio and other marketing purposes.

7. Transfer of Ownership
Ownership of the Final Works is transferred to the Client only upon full payment of all outstanding fees as accepted by Verge.

8. Late Payments and Interest
For any outstanding amounts that remain unpaid after invoicing, Verge reserves the right to charge interest at a rate of 12% per annum, calculated on a daily basis from the date of the invoice and compounding monthly until the amount is paid in full.

9. Confidentiality
Both Verge and the Client acknowledge that the existence and terms of the project, as well as any oral or written information exchanged between them in connection with the project, are considered confidential. The Client shall maintain the confidentiality of all such information and shall not disclose it to any third parties without Verge’s written consent, except where disclosure is required by law, regulation, or court order. Disclosure of confidential information by the Client’s staff or hired agencies will be treated as disclosure by the Client.

10. Force Majeure
Verge shall not be liable for any failure or delay in the performance of its obligations due to circumstances beyond its control, including but not limited to strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics, pandemics, natural catastrophes, acts of God, or interruptions in utilities, communications, or computer services. Verge will make reasonable efforts to resume performance as soon as practicable under the circumstances.

11. Property Rights and Intellectual Property
All developmental work, including draft designs, concepts, edited and non-edited production files, and assets, remains the property of Verge.

12. Intellectual Property Provisions

a. Rights in the Final Deliverables
Upon completion of the services and full payment of all fees, expenses, and costs, Verge assigns to the Client all copyrights in the final works, including trademarks. Verge will cooperate with the Client to execute any additional documents needed to evidence such assignment, and the Client will reimburse Verge for any reasonable time and out-of-pocket expenses incurred.

b. Trademarks
The Client is solely responsible for ensuring that trademarks do not infringe on third-party rights and must indemnify Verge against any claims related to trademark infringement or failure to obtain necessary permissions.

c. Client Content
The Client retains ownership of all content provided to Verge, including pre-existing trademarks. The Client grants Verge a non-exclusive, non-transferable licence to use, reproduce, modify, display, and publish the Client content solely in connection with Verge’s performance of services and authorised promotional uses.

d. Third-Party Materials
Intellectual property rights in third-party materials remain with the respective third parties. Verge will inform the Client of any third-party materials that need to be licensed, and the Client is responsible for obtaining such licences unless otherwise arranged.

e. Preliminary Works/Working Files
Verge retains all proprietary rights, including ownership and copyrights, in all preliminary works and working files. The Client must return all such materials to Verge within 30 days of project completion.

f. Original Artwork
Verge retains ownership of any original artwork included in the final works and has the right to display or sell such artwork. The Client must return all original artwork to Verge within 30 days of project completion.

g. Agency Tools
Verge retains ownership of all Agency Tools and intellectual property rights therein. Verge grants the Client a non-exclusive, non-transferable licence to use these tools solely with the final deliverables for the project. The Client may not reverse engineer or modify any Agency Tools that comprise software or technology.

13. Governing Law
These terms and conditions are governed by the laws of Papua New Guinea. Any disputes arising from these terms shall be resolved under the jurisdiction of the courts of Papua New Guinea.