1. Definitions

“Additional Work” has the meaning given at clause 3(a)(vi).

“Agreement” means the binding Agreement between You and Block arising from your acceptance of the Work and Estimate as particularised in the Proposal and/or Estimate which is subject to these Terms.

“Target Completion Date” means the date specified in the Proposal and/or Estimate by which Block anticipates itwill complete the Work.

“Block” means BLOCK BRANDING PTY LTD (ACN 097 833 782) trading as Block Branding.

“Communication” has the meaning given at clause 25(a).

“Designated Persons” has the meaning given at clause 12(a)(i).

“Disbursements” has the meaning given at clause 5(a).

“Estimate” means Block’s estimate of costs for the advertising and marketing services particularised in the Proposal.

“Implementation Services” has the meaning given at clause 3(iv).

“Legal Costs” has the meaning given at clause 12(c)(i)B.

“Our Intellectual Property” has the meaning given at clause 16(a)(vii).

“Project” means the totality of Work that Block is instructed to perform by You.

“Proposal” means the letter provided to You with these Terms particularising the Work and the Estimate.

“Terms” means these Terms and Conditions.

“Third-Party Materials” has the meaning given at clause 18(a).

“Third-Party Rights” has the meaning given at clause 18(a).

“Usual Hours” has the meaning given at clause 8(a).

“Work” means the advertising and marketing services you have requested Block to provide as particularised in the Proposal and/or Estimate.

“You” means you, the customer.

These Terms import any defined terms used byBlock in the Proposal and/or Estimate.

2. Agreement

You and Block agree that: -

Block will carry out the Work on the Terms; and

Block will commence and complete the Work on the dates set out in its Proposal and/or Estimate.

3. matters not covered by estimate

The Estimate does not include, unless explicitly stated in the Estimate: -

creative services including copy development, writing, editing, photography, and illustration.

ii)

preparation of special artwork including drawing of logotypes, non-standard typefaces, maps, diagrams, and preparation of existing materials for reproduction such as partial or complete redrawing, line conversion and retouching.

iii)

production services including typesetting and proofreading, preparation of special presentation materials including detailed renderings, models, mock-ups and slide presentations.

iv)

all costs associated with the implementation of the Project design other than the costs incurred by Block to coordinate the provision of printing, fabrication, and installation services (“Implementation Services”); the provision of specifications to the suppliers of printing, fabrication, and installation services; and ensuring the resulting products meet a suitable quality level.

Block has no responsibility to the providers of the Implementation Services, and You agree to pay all charges for and in connection with the Implementation Services. While Block is not responsible for Implementation Services, Block may assume responsibility for paying such charges as your agent, and Block shall be entitled to reimbursement from You for those costs on demand.

vi)

and work not described in the Work set out in Block's Proposal and/or Estimate (“Additional Work”).

If You request Block to carry out Additional Work then any of the Additional Work will be charged at the rates set out in Block's Proposal and/or Estimate.

4. Our Rates

You agree to pay Block at the rates set out in Block's Proposal and/or Estimate to provide the Work.

If the Work is not completed within three months of the Anticipated Completion Date, due to Your failure to promptly provide Block with instructions, information or assistance reasonably required to complete the Work of any factor beyond Block's control, Block may issue a revised quotation, which will supersede fee estimate contained in Block's Proposal and/or Estimate.

5. disbursements

In addition to Block's rates, You agree to pay Block's reasonable disbursements including but not limited to all costs for any Implementation Services, typesetting, prepress and printing, illustration, photography, film and processing, proofs, presentation and artwork materials, typefaces, fax and long-distance telephone charges, postage, local deliveries, messengers, out-of-town travel, file storage (whether physical or electronic) and any other expenses or disbursements incurred (“Disbursements”).

6. payments and other payments in advance

Block may, in its sole discretion, require You to pay a deposit in respect of fees or Disbursements within the time period specified by Block.

Any payments other than any deposit must be paid within 14 days of the receipt of an invoice from Block by You.

7. anticipated completion date

You acknowledge and agree that the Anticipated Completion Date is an estimate. Where Future Work is requested, Block may issue a revised Anticipated Completion Date.

Whilst Block will endeavour to complete the Work and any Future Work on or before an Anticipated Completion Date, shall not be liable for any failure to complete the Work by the Anticipated Completion Date due to matters beyond its control.

8. urgent work

The rates charged by Block are charged based on the Work being performed in the ordinary course of business and during ordinary working hours which are 8:30am – 5.30pm Monday to Friday, excluding Public Holidays (“Usual Hours”).

Where any work is to be performed urgently and requires work to be performed outside the Usual Hours any rates as set out in Block's Proposal and/or Estimate unless otherwise agreed between the parties will be increased by twenty percent (20%).

9. default

If You fail to pay any invoices issued to You within the time specified on the invoice, Block may terminate its Agreement with You upon providing48 hours written notice to You and recover from You the unpaid balance of that invoice and any other monies owed to Block by You.

If it becomes apparent to Block that its relationship of mutual trust and confidence with You has irretrievably broken down, then Block may terminate its Agreement with you upon providing forty-eight 48 hours’ written notice to you.

10. no set off or deduction

Any amounts payable by You to Block must be paid without set off, deduction or counterclaim.

11. privacy act

You agree that in accordance with Section18K(1)(c) of the Privacy Act 1988, Block may obtain from a credit reporting agency a credit report containing personal information about You.

12. your obligations and warranties

Designated Persons

You agree that: -

You will appoint at least one person with full authority to provide or obtain any necessary information and approvals that may be required by Block (“Designated Persons”), the name and contact details of the Designated Person being set out in Block's Proposal and/or Estimate;

the Designated Persons have full authority to brief Block, review any work that Block may present to the Designated Persons, and make all decisions in respect of any work that Block are to perform;

the Designated Persons have full authority and power to make binding decisions on Your behalf until You notify Block in writing revoking or altering the Designated Persons’ authority; and

the Designated Persons’ decisions and approvals are final and binding on You.

Materials

You represent, warrant and agree: -

to promptly provide Block with instructions and input as and when requested;

to provide Block with accurate and complete information and materials to assist Block with any work to be performed under its Agreement with You as and when required;

that any information or materials given to Block is Yours to give and does not breach any obligation You have or may have to any other party including but not limited to any third-party rights in respect of copyright and confidentiality; and

that where You need to have the permission consent or licence of a third party to do any matter or thing required to be done by You under your Agreement with Block, You have obtained any such permission consent or licence.

Indemnity

You agree to indemnify and keep Block and any of its servants and agents, contractors and associated third parties indemnified from and against any claim, suit, damages, and expense, including any legal fees: -

on a solicitor client or indemnity basis whichever is the highest; and

disbursements including expert reports and counsel's fees (together “Legal Costs”),

arising directly or indirectly from or out of any claim by any party that its rights have been or are being violated or infringed as a result of any matter or thing done by You in Block's dealings with You, or which arise as a result of your conduct (or omission) and breaches of your Agreement with Block.

Limitation of Liability

Under the Australian Consumer Law, Block guarantees that its Work will be provided with due care and skill, will be reasonably fit for any purpose You have disclosed to Block and will be performed in a reasonable time. Nothing in these Terms excludes, restricts or modifies any terms, conditions, warranties, guarantees, rights or remedies which cannot lawfully be excluded, restricted or modified. Otherwise, unless expressly included in these Terms, all implied terms, conditions, warranties, guarantees, rights or remedies that can be lawfully excluded are excluded from your Agreement with Block.

ii)

Block is not liable to You for any consequential losses howsoever arising and You release Block from any liability for consequential losses. The parties agree Block is not liable for any other loss to the extent permitted by law. Although Block will exercise all reasonable care, honesty, and diligence in providing the Work, the parties agree that in the absence of express instructions to perform relevant searches, Block makes no warranties that the outcome of any of the Work is not already owned by third parties.

Approval of Typesetting and Final Artwork

One or more of the Designated Persons must proofread and approve all final artwork before the production or manifestation of any artwork.

ii)

One or more of the Designated Persons’ written directions in any form are conclusive evidence of the approval of work whether prior to its release for any further production process or otherwise.

Warranty and Indemnity – Statutorily Regulated Professions

If You are a member of a profession that is regulated by a State or Commonwealth statute, or the subject of the Final Work comes under the control of a State or Commonwealth professional regulatory statute, You warrant that You will obtain all necessary approvals prior to using the Final Work.

ii)

Whether or not You obtain all necessary approvals outlined in the preceding paragraph, to the fullest extent permissible by law, You indemnify and hold Block and its employees, agents and representatives harmless against any demands, proceedings, judgments, liabilities, third party claims and costs (including legal costs on an indemnity basis) whether direct, indirect or consequential, caused by or arising out of, or in connection with the use of the Final Work in so far as such use breaches any professional regulatory statute.

13. Force majeure

Block is not liable for any default arising due to a condition that is beyond its reasonable control including flood, fire, storm, strike, pandemic or act of God. You acknowledge that if Block is hindered or prevented from completing the Work and/or Project for any reason beyond its reasonable control or its inability to procure services, materials or articles required to complete the Work whether or not at inflated prices for more than30 days, Block may delay performance of any obligation created by any Agreement between You and Block or Block may cancel the whole or any part of any Agreement between You and Block.

14. appointment as agent

For the duration of the Works or the Future Work You irrevocably appoint Block as Your agent to appoint, hire, instruct or otherwise engage any third party which in Block's opinion is reasonably required or necessary for Block to undertake the Work. the Project and/or the Future Work including but not limited to photographers, illustrators, writers, printers, and fabricators.

15. work and future work – block’s rights

You grant Block the right to use the outcome of the Work or any Future Work for any of its promotional purposes including industry awards and competitions, industry magazines and expositions, its website and marketing portfolio, and other reasonable marketing activities.

Nothing in this clause entitles Block to deal with Your intellectual property in such a way that it may infringe any of Your patents, trademarks, confidential information, or trade secrets.

16. intellectual property – block’s rights

Our intellectual property in the work consists of: -

Our trademarks and all associated names, marks, logos, “get-up” and indicia;

ii)

Our designs;

iii)

Our patents or patentable processes if any;

iv)

Our copyrights and neighboring rights;

our systems, image, methods, specifications, procedures, trade secrets, software including but not limited to source codes;

vi)

any Works presented to you as a draft option, and which were not ultimately chosen by you for use as the final work (“Final Work”); and

vii)

our moral rights as defined in Part IX of the Copyright Act, (together “Our Intellectual Property”).

Upon final payment of all outstanding invoices Block agrees, if requested by You, to assign and deliver to You all intellectual property in the Final Works including but not limited to: -

any drawings relating to the Final Work that Block make or have made on Your behalf;

ii)

any of Block's artwork relating to the Final Work;

iii)

any specifications Block develop particular to the Final Work; and

iv)

any of Block's visual presentation materials directly relating to the Final Work and not owned by any third party.

Block may retain any Works including Final Works not delivered to You for a period of twelve (12) months only after which time we may destroy it without any liability to You and without the need to give any notice to You.

17. block’s right to use parts of the works

You agree that Block may use all or any part of the outcome of the Works for its promotional and marketing purposes.

18. intellectual property – third party rights

Block may use typefaces, software, or intellectual property belonging to third parties (“Third-Party Materials”) in performance of the Works and any Future Works (“Third-Party Rights”).

In the event that the use of the Third-Party Materials is subject to a license which requires You to be bound to the terms and conditions of that license, Block will, where necessary, seek Your acceptance of those terms and conditions prior to incorporation of the Third-Party Materials in the Final Works.

19. retention of title and trust over proceeds

Title to the manifestation of the Final Work or any Future Work (“the Manifestation”) does not pass to You until You pay Block in full.

20. goods and services tax

Interpretation

In this clause and the balance of these Terms, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (“GST Law”) has the meaning given to it in that Act.

Consideration is GST-Exclusive
‍
Unless specifically described in these Terms as 'GST-inclusive', any consideration to be paid or provided for a supply made under or in connection with Your Agreement with Block does not include an amount on account of GST and is 'GST-exclusive'.

GST must be Paid: -

where pursuant to the GST Law any supply to be made by a Party (Supplier) to another Party (Recipient) under or in connection with these Terms is subject to GST (other than a supply the consideration for which is specifically described in these Terms as GST-inclusive) then: -

the consideration payable or to be provided for that supply under these Terms will be increased by and the Recipient will pay, an amount equal to the GST calculated according to the GST Law to the Supplier; and

Recipient must pay that additional GST amount at the same time and in the same manner as the GST-exclusive consideration is paid or provided; and

a reference to the consideration payable for a supply includes the value of any non-monetary consideration for the supply.

Provision of Tax Invoice

If the Supplier is Registered or required to be Registered, the Supplier must provide a GST compliant tax invoice in connection with any supply made by it under these Terms, failing which the Recipient will not be obliged to make any payment for that supply.

21. assignment

Block may assign any or all of its rights under its Agreement with You.

You may not assign your rights under your Agreement with Block except with Block’s written consent.

22. termination – block’s rights

Block may terminate its Agreement with You if:

Block suspects You are or may become insolvent;

ii)

You do not give Block instructions promptly when requested to do so;

iii)

You breach these Terms; or

iv)

Block is unable to perform any of its obligations under this Agreement.

You agree that Block is not liable for any loss or damage arising from a termination of this Agreement pursuant to clause 21(a)(i) –(iii).

Upon termination, Block is entitled to retain all files, documents and personal property relating to the Work and the Project until all of its invoices together with any third party expenses have been paid in full.

If Block is required to take any steps (including instructing a solicitor) to recover any outstanding fees owing to it pursuant to Your Agreement with Block, Block is entitled to recover those costs from You on an indemnity basis.

Any right, title or interest you hold in real or personal property shall stand charged with Your obligations to meet Block’s fees under Your Agreement with Block and you irrevocably authorise Block to lodge a caveat over any real property in which you hold the right, title or interest and to register a charge over any personal property in which you have an interest.

Your Agreement with Block is a security agreement. You consent to Block registering a security interest on the Personal Property Securities Register and you agree to provide all reasonable assistance required by Block to facilitate registration.

You waive any right to receive any notice under the Personal Property Securities Act 2009 (‘PPSA’) unless the notice is required by the PPSA and cannot be excluded.

You agree that expressions defined in the PPSA have the same meaning when used in these Terms.

23. termination – your rights

You may terminate your Agreement with Block by giving 30 days’ written notice to Block if:

Block becomes insolvent; or

ii)

Block commits a material breach of this Agreement;

Before terminating your Agreement with Block pursuant to clause 22(a), You must pay Block for the portion of the Work it has performed, and any Disbursements it has incurred on Your behalf.

Where your Agreement with Block is for a fixed term, you may terminate your Agreement with Block pursuant to this clause by paying Block all outstanding amounts owing to it including (as liquidated damages and a genuine pre-estimate of Block’s loss) an early termination fee equal to the monthly fee payable to Block as at the time of termination multiplied by the number of months remaining in the fixed term of Your Agreement with Block which You agree is not a penalty.

24. entire agreement

These Terms, and the Proposal and/or Estimate constitute the entire agreement between You and Block.

25. notices

Any notice, request, consent, or other communication(“Communication”) to be given by a party under these Terms must be in writing addressed in accordance with the particulars for that party specified in the Proposal and/or Estimate or to such other address for a party as may be notified in writing by that party to the other parties.

Each Communication must be delivered by email, hand, or prepaid post, or sent by email.

26. governing law

This Agreement is governed by the laws of the State of Western Australia and the parties expressly submit to the jurisdiction of the courts of Western Australia in determining any issue which arises out of or is in any way related to this Agreement.

Any judgment obtained by Block is enforceable in any jurisdiction where You hold assets.

You expressly agree to submit to any enforcement proceedings in any such Court under this clause without objection.

27. severability

If any provision of these Terms is held to be unenforceable it shall be severed, and the remaining provisions are not affected or impaired and these Terms are to be construed so as to most nearly give effect to the intention of the parties as it was originally executed.

28. interpretation

In these Terms, unless the context otherwise requires: -

words importing the singular include the plural and vice versa;

words denoting one gender include all genders;

a reference to a person includes a reference to a corporation, partnership, joint venture or trust and vice versa;

a reference to a person includes all their heirs, executors, or in the case of a corporation includes that party’s successors and permitted assigns;

a reference to a related company or corporation means a related corporation as defined by the Corporations Law;

where two or more persons are named as a party their warranties, covenants and agreements bind them jointly and severally;

a reference to any legislation includes any statutory modification, amendment or re-enactment of the legislation and all legislation, statutory instruments and regulations issued under the legislation;

a reference to writing includes typewriting, lithography, electronic mail and other methods of producing words in a visible format;

any terms defined in the statement of the names and descriptions of the parties has the meaning there defined;

headings are for convenience only and do not affect interpretation;

reference to a clause, sub-clause, item or schedule is a reference to the corresponding clause, sub-clause, item or schedule in these Terms;

reference to any document or agreement includes reference to such document or agreement as amended, novated, supplemented, varied or replaced from time to time;

where any word or phrase is given a definite meaning in these Terms any part of speech or other grammatical form in respect of such word or phrase has a corresponding meaning;