Terms & Conditions
FEES MAY BE ADJUSTED TO REFLECT PGK/USD OR PGK/AUD FOREIGN EXCHANGE PERFORMANCE.
CONCEPT DESIGN & DEVELOPMENT REQUIRES CLIENT COMMITMENT TO PROVIDE COMPREHENSIVE AND TIMELY FEEDBACK VIA AN AUTHORISED REPRESENTATIVE. IN THE EVENT THAT PROJECT COMPLETION ESTIMATES ARE SIGNIFICANTLY DELAYED (IE. 30 DAYS) BY CLIENT RESPONSE-TIMES; VERGE RESERVES THE RIGHT TO READJUST FINAL INVOICE(S) ACCORDINGLY.
TWO (2) DESIGN/EDIT REVISIONS ARE INCLUDED IN FEES QUOTED UNLESS OTHERWISE CONFIRMED BY VERGE IN WRITING.ADDITIONAL REVISIONS OR EXPEDITED WORK ATTRACT EXTRA CHARGES, BUT AS MUCH AS PRACTICABLE, WILL BE ADVISED BEFORE COMMENCEMENT.ADDITIONAL EDITS/REVISIONS ARE REQUESTS BY CLIENT TO AMEND ANY DELIVERABLE PRIOR TO FINAL ARTWORK/DELIVERABLE SIGN OFF.
THE CLIENT IS ULTIMATELY RESPONSIBLE FOR THE ACCURACY AND INTEGRITY OF ALL RAW CONTENT AND INFORMATION SUPPLIED BY THE CLIENT TO VERGE.
CHANGES TO SCOPE OF WORK REQUESTED BY CLIENT ARE SUBJECT TO NEW CHARGES.
FOR WORK RENDERED BEYOND SCOPE, A PROJECT FEE OR A BLENDED RATE MAY BE CHARGED (IE. PGK DAY RATE).
UNLESS OTHERWISE AGREED, VERGE RESERVES THE RIGHT TO UTILISE ARTWORK GENERATED FOR PORTFOLIO AND OTHER MARKETING PURPOSES.
TRANSFER OF OWNERSHIP FOR FINAL APPROVED ARTWORK IS EFFECTIVE ONLY UPON FULL SETTLEMENT OF OUTSTANDING FEES AS ACCEPTED BY VERGE.
FOR OUTSTANDING AMOUNTS THAT HAVE BEEN INVOICED AND REMAIN UNPAID, VERGE RESERVES THE RIGHT TO CHARGE INTEREST AT 12% PER ANNUM CALCULATED ON DAILY RESTS FROM THE DATE OF THE INVOICE COMPOUNDING MONTHLY UNTIL PAID IN FULL.
BOTH THE CLIENT AND VERGE ACKNOWLEDGE THAT THE EXISTENCE AND THE TERMS OF A PROJECT AND ANY ORAL OR WRITTEN INFORMATION EXCHANGED BETWEEN THE THEM BOTH IN CONNECTION WITH THE PREPARATION AND PERFORMANCE OF THE PROJECT ARE REGARDED AS CONFIDENTIAL INFORMATION.
THE CLIENT SHALL MAINTAIN CONFIDENTIALITY OF ALL SUCH CONFIDENTIAL INFORMATION, AND WITHOUT OBTAINING THE WRITTEN CONSENT OF VERGE, IT SHALL NOT DISCLOSE ANY RELEVANT CONFIDENTIAL INFORMATION TO ANY THIRD PARTIES, EXCEPT FOR THE INFORMATION THAT: (A) IS OR WILL BE IN THE PUBLIC DOMAIN (OTHER THAN THROUGH THE RECEIVING PARTY’S UNAUTHORISED DISCLOSURE); (B) IS UNDER THE OBLIGATION TO BE DISCLOSED PURSUANT TO THE APPLICABLE LAWS OR REGULATIONS, RULES OF ANY STOCK EXCHANGE, OR ORDERS OF THE COURT OR OTHER GOVERNMENT AUTHORITIES. DISCLOSURE OF ANY CONFIDENTIAL INFORMATION BY THE STAFF MEMBERS OR AGENCIES HIRED BY THE CLIENT SHALL BE DEEMED DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION BY THE CLIENT.
FORCE MAJEURE: IN NO EVENT SHALL VERGE BE RESPONSIBLE OR LIABLE FOR ANY FAILURE OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS ARISING OUT OF OR CAUSED BY, DIRECTLY OR INDIRECTLY, FORCES BEYOND ITS CONTROL, INCLUDING, WITHOUT LIMITATION, STRIKES, WORK STOPPAGES, ACCIDENTS, ACTS OF WAR OR TERRORISM, CIVIL OR MILITARY DISTURBANCES, EPIDEMICS AND PANDEMICS, NUCLEAR OR NATURAL CATASTROPHES OR ACTS OF GOD, AND INTERRUPTIONS, LOSS OR MALFUNCTIONS OF UTILITIES, COMMUNICATIONS OR COMPUTER (SOFTWARE AND HARDWARE) SERVICES; IT BEING UNDERSTOOD THAT VERGE SHALL USE REASONABLE EFFORTS WHICH ARE CONSISTENT WITH ACCEPTED PRACTICES IN THE DESIGN INDUSTRY TO RESUME PERFORMANCE AS SOON AS PRACTICABLE UNDER THE CIRCUMSTANCES.
ALL DEVELOPMENTAL WORK (DRAFT DESIGNS, CONCEPTS, EDITED AND NON-EDITED PRODUCTION FILES OR ASSETS ETC) REMAIN THE PROPERTY OF VERGE. INTELLECTUAL PROPERTY PROVISIONS FURTHER OUTLINED BELOW.
INTELLECTUAL PROPERTY PROVISIONS
RIGHTS IN THE FINAL DELIVERABLES
Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees, expenses, and costs due, Agency assigns to Client all of Agency’s Copyrights in and to the Final Works, including Trademarks. Agency shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment, and Client shall reimburse Agency for Agency’s reasonable time and out-of-pocket expenses in connection therewith.
Trademarks. Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.
Client Content. Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Agency a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Agency’s performance of the Services and promotional uses of the Deliverables as authorised in this Agreement.
Third Party Materials. Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Agency shall inform Client of all Third Party Materials to be procured by Agency that Client may need to license at Client’s own expense, and unless otherwise arranged by Client, Agency shall obtain a license for Client to use the Third Party Materials consistent with the usage rights granted herein. Client shall indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at Client’s request.
RIGHTS RESERVED TO AGENCY
Preliminary Works/Working Files. Agency retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Agency all Preliminary Works and Working Files in Client’s possession within thirty (30) days of completion of the Services.
Original Artwork. Agency retains property ownership in any original artwork comprising Final Works, including all rights to display or sell such artwork. Client shall return all original artwork to Agency within thirty (30) days of completion of the Services.
Agency Tools. Agency Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Agency. Agency hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s publisher, web hosting or Internet service providers), perpetual, worldwide license to use the Agency Tools solely with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Agency Tools comprising software or technology.