Storyteller Studio Terms and Conditions
Roxanne Keenan (ABN 72 573 097 823) [Storyteller Studio] is a supplier of copywriting and content creation services.
In these Terms and Conditions, “I”, “me” and “my” refers to Storyteller Studio and “you” refers to any person or legal entity who purchases the Services. “Parties” is a reference to both me and you.
By purchasing Services from me, you agree to be bound by these terms and conditions (Terms and Conditions).
1. Definitions
In these Terms and Conditions unless expressed or implied to the contrary:
“Claim” means any claims, actions, causes of actions, suits, demands, however so arising whether at law or equity.
“Confidential Information” means any information that:
(a) by its nature is confidential;
(b) is designated, marked or otherwise indicated as confidential; or
(c) a party knows or ought to know is confidential;
including any confidential and commercially sensitive information regarding my business, affairs, trade secrets, know-how, finances, marketing, strategies, concepts, plans, directions or systems.
“Created Intellectual Property” means any and all Intellectual Property which is owned by me and which is:
(a) created for the purpose of;
(b) provided as part of; or
(c) incorporated into the Services.
“Fee” means the amount I will charge you for the provision of the Services, exclusive of GST (unless otherwise specified), as agreed between the parties in writing.
“Force Majeure Event” means:
(a) fire, flood, earthquake, or acts of God;
(b) epidemic, pandemic or public health emergency, or any resulting governmental action including work stoppages, mandatory office closures, full or partial lockdowns of affected areas, quarantines, border closures and travel restrictions; or
(c) acts of war, terrorism (excluding acts or omissions of your employees, subcontractors or agents), riots, civil disorders or rebellions or revolutions in Australia.
“GST” means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.
“GST Law” has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Intellectual Property” means copyright, designs, trade marks, inventions (including patents, utility models and innovation patents), trade secrets, software, websites, technical data, know-how, training and information materials, and all rights attached thereto, and excluding any moral rights or similar personal rights which by law are unassignable.
“Parties” means me, the supplier of the Services, and you, the customer; “party” means either me or you.
“Personnel” means my directors, officers, employees, consultants, contractors (including subcontractors and their personnel) and agents where applicable.
“Services” means the services supplied by me to you in accordance with these Terms and Conditions details of which have been provided to you in writing.
2. Interpretation
In these Terms and Conditions unless expressed or implied to the contrary:
(a) words importing the singular include the plural and vice versa;
(b) headings or margin notes in these Terms and Conditions are for ease of reference only and do not affect the meaning or interpretation of these Terms and Conditions;
(c) any reference to a party includes its executors, administrators, legal representatives, successors and permitted assigns and substitutes by way of assignment or novation;
(d) the word “including” and similar expressions are used without limitation;
(e) expressions importing a natural person include a corporation and vice versa;
(f) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms and Conditions; and
(g) a reference to any statutory enactment or any law includes that statutory enactment or law as amended, modified or re-enacted from time to time and all rules regulations or other subordinate legislation made under that statute.
3. Services
(a) I will provide to you the Services in accordance with these Terms and Conditions in consideration of the payment by you of the Fee in accordance with clause 5.
(b) If, after commencement of the supply of the Services, I become aware that the scope of the Services is not satisfactory to adequately address your needs, I may seek your express agreement to provide additional Services for an additional Fee, such agreement being recorded in writing.
4. Quotes
You acknowledge that any quotes I provide to you are based on information available to me at the time of issue. Prices and recommendations in quotes are subject to change if not accepted within 14 days.
5. Fee and Payment
(a) The Fee for the Services shall be as agreed between the parties in writing.
(b) Unless otherwise specified by me in writing, the Fee for Services is exclusive of GST and I am entitled to add on GST when my business is registered for GST.
(c) Payment for Services is due immediately or in the case of a part payment or payment schedule immediately upon issuing the final invoice, or within such other period stated on an invoice.
(d) I may require full or part payment for Services prior to the supply of those Services. I may also require payment of the Fee in increments where there are stages or milestones involved in my supply of the Services. For Services up to and including $1,000, full upfront payment is required before commencing the work. For Services over $1,000, a 50% non-refundable deposit is required upfront with the remaining balance due on completion.
(e) If you do not make payment for Services on time and in accordance with these Terms and Conditions, I reserve the right to charge interest on the overdue amount at a rate of 10% per annum.
(f) If you do not make payment for Services in accordance with these Terms and Conditions, I may make a request that you pay any outstanding amount due immediately. If you fail to make payment within seven (7) days of such a request, the provision of the Services may be paused until payment is made. All copyrighted material is retained by Storyteller Studio until services are paid for in full.
(g) You acknowledge that the Fee is still payable in the event you are dissatisfied with the outcome of my Services, provided I have supplied the Services in accordance with these Terms and Conditions.
(h) Unless expressly agreed otherwise, I am entitled to change the Fee at any time without notice to you.
6. Additional Charges
In the event you request me to supply additional services which go beyond the scope of the Services (Additional Services), the Additional Services shall be subject to these Terms and Conditions and may incur additional charges or fees. Additional charges or fees shall be at my usual rate for services of the same or similar kind to those Additional Services or an hourly fee of $80.
7. No-exclusivity
Unless agreed otherwise in writing, I shall be free to provide services of the same or similar kind as the Services to any third party during and following the provision of Services to you.
8. Errors
From time to time my website, quotes, promotional material and other content I provide or make available to you may contain typographical errors, inaccuracies or oversights relating to a description, image, price, availability, promotion or special offer. In these circumstances, I have the right to amend any typographical errors, inaccuracies or oversights and to correct or update content at any time without prior notice to you.
9. Intellectual Property
(a) Each party acknowledges that the other party's Intellectual Property is the property of the owning party, and it has no right, title or interest in or to the Intellectual Property of the other party except as expressly authorised by these Terms and Conditions.
(b) You grant me a non-exclusive, non-transferrable licence to use and make use of your Intellectual Property in connection with the supply of the Services to you and otherwise fulfilling our obligations under these Terms and Conditions.
(c) If you wish to share or display my logo or name on any of your social media accounts, website or other content, please contact me and I will consider whether to consent to such use. Any consent I give is deemed to be a revocable licence for the express purposes given.
(d) The rights, title and interest in the Created Intellectual Property shall be transferred to you when you have paid the entire Fee for the Services and any other amount owing to me under these Terms and Conditions. Until such time as the entire Fee is paid, all rights, title and interest in the Created Intellectual Property is retained by me.
(e) Upon transfer to you of the rights, title and interest in the Created Intellectual Property, you grant me an irrevocable, perpetual licence to use the Created Intellectual Property and any preliminary concepts for the Created Intellectual Property for the following purposes:
(i) displaying on my website, social media platforms or portfolio;
(ii) submitting to creative competitions;
(iii) educational and training purposes; and
(iv) marketing materials.
10. Confidential Information
You must not disclose or otherwise misuse any of my Confidential Information, except as required by law or with my prior written consent.
11. Independent contractors
I may from time to time engage independent third-party contractors to assist me in supplying the Services.
12. Time for performance
Any period or date for provision of Services stated by me is an estimate only. I will use my best endeavours to meet any estimated dates for completion of the Services and provide you with as much notice as possible of any expected delays.
13. Cancellation and Termination of Services
(a) If you have purchased Services for a minimum term, you will not be entitled to cancel my Services until the expiry of that term. You must give a minimum written notice of thirty (30) days if you wish to cancel the Services at the end of the term. If you do not give notice and continue to receive my Services, I shall be entitled to invoice you for Services provided until you give me thirty (30) days’ written notice that you no longer wish to receive the Services.
(b) Without limiting any other rights I may have under these Terms and Conditions or at law, I reserve the right to cease providing Services to you in the event:
(i) you breach these Terms and Conditions, and that breach is not able to be rectified;
(ii) you cease or threaten to cease to carry on business, or become unable to pay your debts as and when due or are deemed under any applicable law to be insolvent;
(iii) you become bankrupt;
(iv) you enter into a deed of arrangement or a court order is made for you to be wound up;
(v) you enter into administration, receivership or liquidation pursuant to the Corporations Act 2001 (Cth);
(vi) you would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth); or
(vii) a Force Majeure Event occurs and continues in respect of a party for a period of more than 60 days.
14. Customer Warranties
You represent and warrant to me that you:
(a) have the right, power and authority to enter into an agreement to purchase the Services in accordance with these Terms and Conditions;
(b) have and will continue to have the right to publish and use all information (including Intellectual Property) you have provided to me for the purposes of supplying the Services to you, and that my use of such information does not contravene any law or infringe on the rights of any third party; and
(c) will follow my reasonable directions relating to completing and administering the Services.
15. Proofing of Created Intellectual Property
You have the responsibility of checking that the Created Intellectual Property is free from errors before giving your final approval. I shall not be liable for any errors contained in the Created Intellectual Property once it has been approved by you. I may correct such errors on your request, in which case additional charges may be payable by you.
16. Limitation of Liability
(a) To the extent permitted by law, any conditions or warranties which would otherwise be implied into these Terms and Conditions are hereby excluded.
(b) To the extent permitted by law, you release me from all liability for all Claims, expenses, losses (including consequential loss), damages and costs against or incurred or suffered by you arising out of or in connection with your purchase and use of the Services and any Created Intellectual Property.
(c) These Terms and Conditions do not affect the rights, entitlements and remedies conferred by the Australian Consumer Law.
(d) Where I am liable to you under the Australian Consumer Law, to the fullest extent permitted by law, my liability shall be limited, in my option, to:
(i) supplying the Services again; or
(ii) paying the cost of having the Services supplied again.
(e) By breaching these Terms and Conditions, you acknowledge that you may not be entitled to rely on any guarantees or rights under the Australian Consumer Law.
(f) Any liability I have will be reduced in proportion to any loss or damage caused by your own negligence or breach of these Terms and Conditions.
17. Force Majeure
I will not be liable for any loss, damage or breach of contract due to a Force Majeure Event.
18. Indemnity
You agree to indemnify, and keep indemnified, me and my Personnel against any Claim, loss, damage or costs (including legal costs on an indemnity basis) incurred by me in connection with your breach of these Terms and Conditions or of any other legal obligation by you.
19. Dispute Resolution
(a) The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with these Terms and Conditions prior to commencing any proceedings.
(b) Unless a party has complied with the provisions of this clause, that party may not commence court proceedings relating to any dispute arising from these Terms and Conditions except where that party seeks urgent interlocutory relief, in which case that party need not comply with this clause before seeking the relief.
(c) If the parties are unable to resolve a dispute between themselves, I have the right to refer the dispute to mediation in Perth, Western Australia or another place mutually agreed between the parties in accordance with the Australian Disputes Centre (ADC) Guidelines for Commercial Mediation (the Guidelines).
(d) The parties will agree on the appointment of the mediator. If the parties do not agree on the mediator to be appointed within two (2) Business Days of either party referring the dispute to mediation, then the mediator is to be appointed by the ADC in accordance with the ADC Guidelines for Commercial Mediation.
(e) Each party must pay their own costs in connection with the mediation and half of the mediator’s costs and disbursements within fourteen (14) days of receipt of a valid tax invoice for their portion of the costs and disbursements from the mediator.
20. Privacy Policy
My privacy policy, which sets out how I collect, hold and use your information, can be found here. By purchasing Services, you consent to the terms of my privacy policy and warrant that all information provided by you is accurate.
21. Waiver
If I do not exercise or enforce any right or provision under these Terms and Conditions, it will not constitute a waiver of such right or provision. Any waiver of any provision under these Terms and Conditions will only be effective if it is in writing from me.
22. Severance
If any part of these Terms and Conditions is unenforceable (including any provision in which I exclude my liability to you), the enforceability of any other part of these Terms and Conditions will not be affected and all other clauses remain in full force and effect. So far as possible, where any clause or part of a clause can be severed to render the remaining part valid, the clause must be interpreted accordingly. Alternatively, you agree that the clause must be rectified and interpreted in such a way that closely resembles the original meaning of the clause as is permitted by law.
23. Survival
The ‘Intellectual Property’, ‘Confidential Information’, ‘Limitation of Liability’, ‘Indemnity’ and ‘Dispute Resolution’ clauses of these Terms and Conditions shall survive termination.
24. Governing Law
These Terms and Conditions are governed by and construed in accordance with the laws of Western Australia, Australia. Any disputes concerning these Terms and Conditions are to be resolved by the Court having jurisdiction in that state.