Terms

1. Interpretation

1.1 – In this Agreement:

• ‍Agreement means these Detailed Terms - General, any other Detailed Terms, and any Proposal.‍
• Client means the party identified as the client in theProposal.‍
• DetailedTerms means a section of this Agreement prefaced by “Detailed Terms.”‍
• Intellectual Property Rights includes all rights in copyright, designs, trademarks, patents, and all other intellectual property rights, whether registered or not.‍
• Moral Rights refers to rights under Part IX of the Copyright Act 1968 (Cth) or equivalent rights globally.‍
• Proposal means the written proposal, estimate, or quote describing the services to be supplied by Capital Identity.‍
• Services means the services to be supplied by Capital Identity as listed in a Proposal.‍
• Work refers to the final creative output created by Capital Identity for the Client under a Proposal, including its copyright, excluding drafts, iterations, or development files.

1.2 – If there is any inconsistency between this document and a Proposal, the terms will be interpreted with the following priority:

1. Any Detailed Terms other than the Detailed Terms -General
2. The Detailed Terms - General
3. The Proposal

2. Acceptance

2.1 – The Client accepts this Agreement by:

1. Signing and returning this Agreement
2. Confirming acceptance of a Proposal in writing or otherwise
3. Making the first payment for the services
4. Continuing to instruct Capital Identity to provide services after the first payment

3. Deliverables

3.1 – Capital Identity is only obliged to provide the deliverables specified in the Proposal approved by the Client and in the formats listed in that Proposal.

4. Milestones and Delays

4.1 – Deliverables may be divided into milestones. Capital Identity may issue an invoice at the completion of each milestone.

4.2 – If the Client causes delays (e.g., by not providing feedback promptly) or if circumstances outside of Capital Identity’s control cause delays, the Client agrees to pay a reasonable amount for the work completed.

5. Pricing and Payment

5.1 – Invoices are due before the commencement of work or within seven days of issuance, unless otherwise specified.

5.2 – Late payments may result in:

1. Work stoppage
2. Termination of the Agreement
3. Revocation of any granted licenses
4. Interest charged at 5% above the Reserve Bank of Australia Cash Rate Target, or 5% above the Federal Fund Cash Rate for US/International based businesses.

5.3 – All prices exclude GST unless stated otherwise. GST is not charged by default for all internationally based businesses outside of Australia.

6. Out-of-Pocket Expenses

6.1 The Client agrees to reimburse Capital Identity for reasonable out-of-pocket expenses, including couriers and postage.

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 7. Intellectual Property

7.1 – Capital Identity retains all intellectual property rights in the Work unless otherwise stated.

7.2 – The Client must not subject the Work to any treatment that would damage Capital Identity’s reputation or infringe its moral rights.

‍8. Copyright Assignment and Licensing

8.1 – If the Proposal states that worldwide copyright is assigned, the Client gains ownership of the copyright upon full payment.

8.2 – If the Proposal limits copyright to a specified territory, the assignment applies only to that region.

8.3 – If no assignment is specified, the Client receives a limited, exclusive, royalty-free license to use the Work within the designated territory for business purposes.

8.4 – Both parties agree to cooperate to formalise any necessary assignments or licenses.

8.5 – The Client must ensure the Work is not used in a way that damages Capital Identity’s reputation.

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 9. Client’s Responsibilities and Indemnities

9.1 – The Client warrants that:

1. Approved Work is free of errors.
2. Their use of the Work does not infringe on third-party rights.

9.2 – The Client indemnifies Capital Identity against any claims resulting from a breach of this Agreement.

‍10. Liability

10.1 – All implied warranties are excluded unless required by law.

10.2 – Capital Identity is not liable for any consequential damages.

10.3 – Liability is limited to the resupply of services or a refund of payments.

‍11. Third-Party Suppliers

11.1 – The Client is responsible for evaluating and managing any third-party suppliers.

11.2 – Capital Identity is not liable for the performance of third-party suppliers.

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 12. Termination

12.1 – If this Agreement is terminated:

1. All licenses granted, except those under clause 8.3, are revoked.
2. Outstanding payments become immediately due.

‍13. General Provisions

13.1 – This Agreement is governed by the laws of the State of Victoria, Australia.

13.2 – The Client may not assign this Agreement without written consent from Capital Identity.

13.3 – Any licenses granted under clause 8.3 survive termination.

13.4 – Provisions that naturally extend beyond termination will continue to apply.

13.5 – Amendments to this Agreement must be in writing and signed by both parties.

Capital Identity
108/239 Church Street
Richmond, Victoria 3121

ABN: 13 836 269 695
AUS Phone: +61 402 336 383
USA Phone: +1 (310) 853-0625

Website: www.capital-identity.com

Email: info@capital-identity.com

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