Terms and Conditions

1. Formation of agreement – Traffic provides these Standard Terms with a document that sets out the scope of services and an estimate or statement of fees and costs (Proposal) and offers to provide services to Client on the basis of the Proposal and these Standard Terms. Client must approve the scope of services and estimate or statement of fees and costs contained in the Proposal and, following that approval, an agreement between Traffic and Client arises on terms contained in the Proposal, these Standard Terms and any other terms and conditions agreed in writing by Agency and Client the Agreement). In the event that the Client does not sign the Proposal or Project Confirmation but otherwise provides written confirmation for Traffic to commence work as outlines in the Proposal the Client agrees that it is bound by these Standard Terms. If Agency and Client conclude an umbrella arrangement or agreement that covers the prospective provision of services generally by Traffic to Client over a period of time, these Standard Terms apply for each separate project or task that is commissioned by the Client under the umbrella and a separate Agreement is formed for each such project or task.
2. Changes in scope – At any time following Client’s approval of the Proposal, if Client requires additional work or changes in scope that involve additional work, Traffic will issue a revised or supplemental estimate or statement of fees and costs to Client for approval. On Client’s approval of that revised estimate or statement, the parties are bound by the revised or supplemental estimate by way of deemed amendment to the Agreement. Fees quoted in a proposal or Proposal are valid for a period of 30 days from the date of the proposal, thereafter they may be subject to change.
3. Amendments to work – Client acknowledges that changes to the scope of work or project requirements may be subject to additional charges at Traffic’s standard rates.
4. Postponement or Cancellation – The Client may postpone commencement or cancel a Project provided pays for all work performed and costs incurred to the date of postponement or cancellation. This will be calculated as follows: 25% of total project fee plus all costs incurred on clients behalf prior to cancellation/postponement.
5. Supplier Costs & Out of pockets – If applicable, any supplier costs and out of pocket costs incurred by Traffic in performance of the Services such as travel, freight, printing, couriers, etc) will be passed on at a cost plus agreed mark-up please refer to the Traffic rate card).
6. Time specifications – All specifications of time provided by Traffic to Client are guides only and while Traffic will make every effort to follow them, Traffic accepts no responsibility for delays.
7. Invoicing and payment – Traffic will issue invoices either on completion of a project or at the end of the month for work in progress, out-of-pocket expenses, third party costs and any other fees specified in the Proposal / Estimate provided. If deposits or progress payments are required this will be agreed at commencement of the project. Please note that certain projects such as Websites and TVC require final payment to be received by Traffic before going live. All costs are quoted in Australian dollars. If the Client suspends work on a project for more than 10 business days, Agency may issue an invoice for all work done up to the date of suspension. Client must pay each invoice within 14 days of the date of the invoice. Traffic will charge Client interest on overdue invoices at the current cash rate determined by ANZ plus 20%.
8. Failure to pay – If any invoices are outstanding after the due date, Agency may defer commencement, cease or withhold any work and may charge in advance for any future work that is within the scope of services.
9. Disputed invoices – Client must notify Agency in writing of any disputed invoice, including reasons for dispute, within 7 days of receipt. Otherwise, Client will be deemed to have accepted the invoice.
10. Payment in advance – Before commencing work, Traffic may require payment of an advance of up to 75% of the total costs or any other amount stipulated in the Proposal or Estimate. Traffic will not proceed to commence work until it has received payment of any required advance as well as written approval of the Proposal
11. GST and other taxes – All amounts quoted and charged by Traffic are exclusive of GST, non-Australian withholding or other taxes which may be levied. If GST is payable on any amount payable for a supply made under the Agreement a taxable supply), the party making the payment must also pay the amount of the GST in respect of the taxable supply. The supplier must provide a tax invoice or adjustment note to the recipient. Where other taxes are payable Traffic will gross-up its fees to take into account any withholding or other taxes which Client is required to pay.
12. Agency’s performance obligations – Traffic will provide services to Client within the agreed scope of services with due care, skill, diligence and professionalism.
13. Exclusion of liability – Subject to the following clause, all express or implied warranties, representations, statements, terms and conditions relating to the Agreement that are not contained in these Standard Terms are excluded to the maximum extent permitted by law.
14. Non-excludable liability – Nothing in the Agreement excludes, restricts or modifies a guarantee, term, condition, warranty, right or remedy implied or imposed by any Australian statute for example, the Australian Consumer Law) or regulation which cannot lawfully be excluded or limited under the terms of that statute or regulation. If such a provision applies to the Agreement and Traffic is entitled at law to limit Client’s remedy for breach, then Traffic’s liability is limited to the supply of services again or the payment of the cost of having the services supplied again, at Traffic’s option.
15. Limitation of liability – Subject to the previous clause, to the maximum extent permitted by law, Traffic’s maximum aggregate liability for all claims under or relating to the Agreement which arise at any time, whether in contract, tort (including negligence), in equity, under statute, under an indemnity or on any other basis (Any Legal Basis), is limited to the amount equal to the aggregate amount of fees that Traffic has received from Client in relation to the Agreement.
16. Exclusion of unusual damage – To the maximum extent permitted by law, Traffic is not liable for special, indirect, consequential, incidental or punitive damages or damages for loss of profits, goodwill, anticipated savings or loss or corruption of data on any legal basis.
17. Intellectual Property Rights Definition – Intellectual Property Rights means all intellectual and industrial property rights throughout the world including rights in respect of or in connection with any confidential information, copyright (including future copyright and rights in the nature of or analogous to copyright), moral rights, inventions (including patents), trade marks, service marks, whether or not now existing and whether or not registered or registrable.
18. License of Client’s IP to Agency – As between Client and Traffic, Client is and remains the exclusive owner of all Intellectual Property Rights in all materials and content provided by Client to Traffic except as otherwise agreed in writing by the parties. If Client provides any materials or content to Traffic for use by Traffic in the provision of services to Client and the material or content is protected by any Intellectual Property Rights, then Client grants to Agency a non-transferable, non-exclusive, royalty-free licence of all Intellectual Property Rights for the purpose of Agency’s provision of services and the performance of its obligations under the Agreement.
19. Assignment of Agency’s created IP to Client – If the Proposal specifies that the Intellectual Property Rights in any specified intellectual property created by Traffic are to be assigned to Client, then Traffic assigns to Client, by way of future assignment, all of Traffic’s right, title and interest in the Intellectual Property Rights in such content with effect subject to, and on the date that, Traffic receives final payment of all amounts payable by Client to Traffic under or arising out of the Agreement.
20. License of all other IP to Client – Subject to the previous clause, as between Client and Traffic, Traffic is and remains the exclusive owner of all Intellectual Property Rights in all materials and content used or created by Agency in the course of performance of the Agreement (including all pre-existing and underlying materials and content used by Traffic in the course of providing services to Client and also including all materials and content that were presented or proposed to Client but not approved by Client for implementation). Traffic grants Client a nonexclusive, nontransferable, non-assignable limited license in the Intellectual Property Rights in all materials and content delivered to Client in the course of the provision of services under the Agreement for its intended purpose of indefinite duration and terminable by Traffic by notice to Client with immediate effect if Client fails to pay any amount owed by Client to Traffic under the Agreement.
    All final artwork and design materials produced by Traffic Pty Ltd (referred to as “the Agency”) for the client will be supplied in a format as PDF, JPEG, or PNG, as agreed upon between the parties. These files are intended for the client’s use in their designated projects, campaigns, or applications. However, it is important to note that the working files, including but not limited to design source files, original design documents, and project files, shall remain under the exclusive ownership of Traffic Pty Ltd. These working files are the creative and intellectual property of the Agency and are not transferable to the client, unless otherwise expressly agreed upon in a separate written agreement. The client acknowledges and agrees that they do not acquire any ownership or rights to the working files, and their use is limited to the specific projects or services for which they were created. Unauthorised duplication, distribution, modification, or use of the working files without the explicit written consent of the Agency is strictly prohibited. The client may request access to working files for a separate fee or under specific conditions, as determined by the Agency. Any such request and related arrangements shall be detailed in a separate agreement. This provision is in place to protect the creative and intellectual property rights of Traffic Pty Ltd, ensuring the integrity of our design work, and safeguarding our ability to maintain and update design assets as needed. By engaging our services, the client acknowledges and accepts the terms regarding intellectual property as outlined in this agreement. 
21. Term and termination – The term of the Agreement continues until the earlier of: (a) completion of the agreed services as set out in the Proposal; and (b) termination of the Agreement by either party. A party may terminate the Agreement by written notice to the other party with immediate effect if either: (a) the other party commits a material breach of this Agreement and fails to remedy that breach within 7 days of written notice of that breach; or (b) an Insolvency Event occurs in relation to the other party. (Insolvency Event means, in relation to a party, that a liquidator or provisional liquidator is appointed; an administrator or a controller is appointed to any of its assets; it proposes a winding-up or dissolution or reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors; it is insolvent as disclosed in its accounts, or otherwise states that it is insolvent, or it is presumed to be insolvent under an applicable law; it is taken to have failed to comply with a statutory demand as a result of section 459F(1) of the Corporations Act; or it ceases to carry on business).
22. Effect of termination – Immediately following expiry of the Agreement or termination of the Agreement by either party for any reason, Client must pay for all services, materials and costs used or incurred up to the date of expiry or termination (including termination and cancellation fees charged by third party suppliers and services fees charged at Traffic ordinary rates for all work done by Traffic in relation to the project).
23. Insurance – Traffic will maintain insurance policies that relate to the following: (a) workers compensation insurance; (b)- professional indemnity; and (c) public liability insurance. At Client’s request, Traffic will supply Client with a copy of the certificate of currency for such insurances.
24. Independent contractors – The relationship between the parties is one of independent contractors and not one of agency or partnership. Traffic may use subcontractors for the provision of any services to Client.
25. Confidentiality – Confidential Information means any information (whether or not in material form) of whatever kind disclosed or revealed by one party to the other party in relation to the Agreement that is by its nature confidential or is designated by the disclosing party as confidential excluding information that is published or has otherwise entered the public domain without a breach of the Agreement or other obligation of confidence, is obtained from a third party who has no obligation of confidentiality to the disclosing party or is independently developed or obtained without breach of the Agreement. During and after the term of the Agreement, each party must only use the other party’s Confidential Information for the purposes of exercising its rights or performing its obligations under the Agreement. Otherwise, each party must keep the other party’s Confidential Information confidential and not disclose, or cause or permit the disclosure of, the Confidential Information except with the prior written consent of the other party. You acknowledge our right to use as we see fit any general marketing or other intelligence in the field of your product or service which we have gained in the course of executing the Project.
26. Agency’s right to publicise project – Subject to Traffic’s obligations of confidentiality under the preceding clause, Traffic may publicise the provision of its services to Client (including by including by way of inclusion in case studies or other marketing materials.
27. Assignment – Except with the written consent of the other party, each party must not assign the Agreement or any right relating to or arising out of the Agreement.
28. Dispute resolution – The parties must seek amicably to settle all disputes arising out of or in connection with the Agreement by negotiation. If a party gives the other party a written notice of the fact and nature of a such dispute and the parties do not resolve the dispute within 14 days after delivery of a written notice by a party to the other party, then the parties shall refer the dispute to the managing director or most senior executive officer of each party for negotiation and the parties must attempt to resolve the dispute by holding discussions between the managing directors or chief executive officers, as the case may be, from each party.
29. No solicitation of employees – During the term of the Agreement and for the six month period commencing on the day after the day of expiry or termination of the Agreement, except with the prior written consent of the other party, each party must not directly or indirectly (for example through a related body corporate) employ, engage, solicit or otherwise retain any person who is, or has been an employee, officer or contractor of the other party to: (a) become an employee of the first party or any of its related bodies corporate; or (b) otherwise provide services to the first party or any of its related bodies corporate.
30. The following terms apply to invoices relating to head hours, retainers, production and media: Head hours: Where no retainer is in place, Head hours will be charged at the Agency’s current rates. Costs will be estimated in advance and invoiced as agreed. Invoices are payable within 30 days. Retainer: Where applicable, Retainer invoices will be issued on the 1st of every month and are payable within 30 days.
    TRAFFIC retainers – are estimated based upon the required number of head hours from a mix of TRAFFIC resources to complete a monthly schedule of work. A reconciliation of head hours will be conducted on a monthly basis for the first three months of any retainer agreement and then on a quarterly basis thereafter. (Supplied as PDF).  Unused hours not used within 30 days shall be considered forfeited. In the event of termination, any unused hours within the retainer will not be refunded.
    Additional hours (“Bucket of Hours”) may be purchased in accordance with the terms outlined in the invoice. All additional hours purchased within a “Bucket of Hours” must be used within the specified time frame on the invoice. Unused hours at the end of the time specified on the invoice will be considered forfeited and will not be refunded.
    (if no time frame is indicated on the invoice, the standard expiry date for these hours is 90 days post the invoice date).
31. In addition, expenses will be charged to cover disbursement costs incurred for purchases on your behalf, such as travel, accommodation, studio materials and laser prints etc. Expenses can be difficult to predict, and usually we do advise clients to allow between 10%-15% of the total fees, depending on the nature of the project. Unless otherwise specified in the fee proposal costs exclude: event management and production, tasting, event styling, catering, set up costs, sponsorship, media buying, print production, media production, ad spend, stock images, stock footage, stock illustrations, stock music, videography, photography and any third party fees. A production markup of 25% will be charged on all external/third party costs. We will get client approval on third party costing prior to commissioning