1. These terms and conditions apply to all written and oral agreements, contracts or arrangements made by The Ludbrook Agency with the Client and may be altered or deleted only with the written consent of The Ludbrook Agency (The Ludbrook Agency is the trading name of Ludbrook & Ludbrook Pty Ltd.)

2. DEFINITIONS – In these terms and conditions:

   • “CLIENT” means the person(s) named as the Client on the quote, estimate, or invoice on the preceding pages of this document;

   • “JOB” means the work and services which The Ludbrook Agency agrees to perform and provide for the Client, as described on the preceding pages of this document;

   • “COST” means the price the Client agrees to pay The Ludbrook Agency for the Job; and

   • “CONTRACT DATE” means the date of the Contract written on the preceding pages of this document, or the date on which the Client accepts The Ludbrook Agency’s quotation for that cost, whichever is the earlier.

   • “CONTRACT” means the agreement embodied wholly or partially in this document.

3. ESTIMATES – The Ludbrook Agency may supply the Client with an estimate of the price it may charge for the work and services required by the Client. An estimate is not a quotation and is subject to change, depending on such things as variations in the scope or nature of the work and services and changes in the cost of supply.

4. QUOTATIONS – The Ludbrook Agency may supply the Client with a quotation for the cost. If the Client accepts the quotation he will be regarded as having entered into a Contract with The Ludbrook Agency for the performance of the Job and the payment of the cost. A quotation is open for acceptance by the Client for not more than 30 days from the date it is issued. Once accepted, the Client will be bound by the terms and conditions set out in this document including the obligation to pay The Ludbrook Agency

5. EXPENSES – In addition to the Cost, the Client will pay The Ludbrook Agency all expenses incurred by The Ludbrook Agency on the Client’s behalf forthings such as couriers, printouts and drives and for other special supplies and services required by the particular nature of the Job.

6. GST – The Client will pay to The Ludbrook Agency the amount of the GST relating to the Job, the cost and the expenses. Such amount may be included in The Ludbrook Agency’s invoices.

7. PAYMENT TERMS — Unless other payment terms are stated on the preceding pages of this document; the Client will pay the Cost as follows: • 50% of the Cost on the Contract date;

   • 25% of the Cost on approval of creative work.

   • 25% of the Cost upon completion of the Job.

8. LATE FEES — Invoices unpaid after 14 days will attract a 10% late fee, with an additional late fee of 2.5% incurred every subsequent week.

9. COPYRIGHT – Copyright in materials produced by The Ludbrook Agency under the Contract will not pass to the Client until the Client pays The Ludbrook Agency all monies which are payable under the Contract. Where such copyright passes to the Client, the Client grants The Ludbrook Agency a perpetual license to use the copyright materials for The Ludbrook Agency’s promotional purposes, including in folios and on its website(s). Trademarks and brands produced by The Ludbrook Agency are owned by The Ludbrook Agency until signed over by the Client.

10. WORKING PAPERS – Unless otherwise agreed in writing, The Ludbrook Agency owns all working papers including references, resources, materials and working files produced for or in relation to the Job. The Ludbrook Agency may agree to copy such working papers for the Client or to release them to the Client, upon a set fee by The Ludbrook Agency

11. WARRANTIES – The Client warrants to The Ludbrook Agency:

    • that the Client has all rights (including copyright) necessary for The Ludbrook Agency to perform the Job;

    • that none of the materials provided by the Client to The Ludbrook Agency infringe the rights of any person, or are defamatory, or infringe any law or regulation including the Trade Practices Act 1974 (Cth) or the Copyright Act 1968 (Cth); AND the Client indemnifies and will keep indemnified The Ludbrook Agency and all of its principals, officers, employees, Contractors and agents against all actions, suits proceedings, claims and demand brought against them or any of them arising from the breach of any of these warranties.

12. FURTHER WARRANTIES – The Client warrants that it will provide The Ludbrook Agency all such information and materials (documentary or otherwise) which in the reasonable opinion of The Ludbrook Agency is or may be necessary or desirable to enable The Ludbrook Agency to perform the Job and to perform The Ludbrook Agency’s obligations under the Contract

13. STORAGE etc – All materials of the Client in the possession of The Ludbrook Agency are held at the Client’s risk, and The Ludbrook Agency has no obligation or duty to insure or take care of them. The Ludbrook Agency may give written notice to the Client at any time to retake possession of such materials. Should the Client fail to retake possession of the materials within a periods of 30 days after the date of such notice, The Ludbrook Agency, without further notice and without incurring any liability to the Client, may remove, discard and/or destroy the materials, or arrange for them to be removed, discarded and/or destroyed.

Ludbrook and Ludbrook Pty Ltd T/A The Ludbrook Agency
ABN 33 162 855 727