Last Updated: 28 October 2022

Terms of Engagement

These terms of engagement (“Terms”) will be the terms and conditions under which all dealings between Record Partners and you will be contracted and conducted.

1. FEES AND CHARGES

1.1 Fees

In consideration of the services to be performed by Record Partners, the Client shall pay to Record Partners all agreed fees in the amounts and according to the payment schedules proposed.

1.2 Invoices

Except as outlined in 1.3, the Client shall pay all invoices within fourteen (14) days of each invoice date. A 1.5 percent monthly service charge shall be payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by late payment. Record Partners reserves the right to suspend all services provided to the client and withhold delivery and any transfer of ownership of any current work if accounts are not current. All grants of any licence to use or transfer of ownership of any intellectual property rights under this agreement are conditioned upon receipt of payment in full.

1.3 Upfront Payments

Record Partners reserves the right to submit an invoice for (a) 100% of the monthly amount due for recurring services provided on retainer (b) a 50% upfront non-refundable deposit for one-off project work before work begins (c) a 100% upfront payment for one-off projects before work begins where the project cost is $500 or less (ex GST).

1.4 Progress Payments

For projects of greater than one month duration, including those delayed for any reason, Record Partners reserves the right to submit monthly progress invoices against work completed.

1.5 Expenses

Unless specifically otherwise provided for in any proposal, project costs include Record Partners’s professional fees only and exclude all outside costs.

1.6 Project Termination

In the event of the termination of a project by the Client, the Client acknowledges that Record Partners shall be compensated for the services performed through to the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Record Partners or its agents as of the date of termination, whichever is greater; and the Client shall pay all fees and expenses incurred through and up to the date of cancellation.

2. PROJECTS

2.1 Variations

Unless otherwise provided for in any proposal, the Client shall pay additional charges, on a time and materials basis, for changes requested by the Client which are outside the scope of the services proposed. Record Partners reserves the right to extend or modify any delivery schedule or deadline as may be required by such changes.

2.2 Timing

The Client shall review deliverables within any time frame identified for such reviews and to promptly either, (i) approve the deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Record Partners. The Client acknowledges and agrees that Record Partners’s ability to meet any and all schedules is entirely dependent upon the Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to a proposal and that any delays in the Client’s performance or changes in the services or deliverables requested by Client may delay delivery of the deliverables.

2.3 Acceptance

The Client, within five (5) business days of receipt of any deliverable, shall notify Record Partners, in writing, of any failure of such deliverable to comply with proposed specifications, or of any other objections. In the absence of such notice from the Client, the deliverable shall be deemed accepted.

3. PRODUCTION

3.1 Production

All production, including scanning and the arrangement or brokering of scanning services by Record Partners, shall be deemed acceptable if the final product is within the acceptable variations as to kind, quantity, and price in accordance with current or standard trade practices identified by the supplier of the services.

4. CLIENT RESPONSIBILITIES

4.1 General

The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than Record Partners; (b) provision of client content in a form suitable for reproduction or incorporation into the deliverables without further preparation, unless otherwise expressly provided for in the proposal; and (c) final Quality Assurance (QA). In the event that the Client has approved deliverables but errors, such as, by way of example, not limitation, scanning errors or inconsistencies, remain in the finished product, the Client shall incur the cost of correcting such errors.

4.2 No Solicitation

During the term of this Agreement, and for a period of twelve (12) months after expiration or termination of this agreement, the Client agrees not to solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, or any other kind of basis, any employee or agent of Record Partners, whether or not said person has been assigned to perform tasks under this agreement. In the event such employment or consultation occurs, the Client agrees that Record Partners shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with the Client, or (b) 25 percent of fees paid to said person if engaged by the Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for the Client. Record Partners, in the event of non-payment and in connection with this section, shall be entitled to seek all remedies under law.

5. PROMOTION

5.1 General

The Client agrees that Record Partners may use the Client’s logo., name, and high-level information about the nature of the agreement, including but not limited to videos, photos, and flow diagrams, in marketing materials to attract additional business.

6. INTELLECTUAL PROPERTY PROVISIONS

6.1 Rights to Deliverables other than Final Art

Client content shall remain the sole property of the Client or its respective suppliers.

7. RELATIONSHIP OF THE PARTIES

7.1 Independent Contractor

The Client acknowledges that Record Partners is an independent contractor, not an employee of the Client or any company affiliated with the Client. Record Partners shall provide services under the general direction of the Client, but Record Partners shall determine, in its sole discretion, the manner and means by which the services are accomplished. This agreement does not create a partnership or joint venture and neither party is authorised to act as agent or bind the other party except as expressly stated in this agreement.

7.2 Exclusivity

The Client expressly acknowledges that this agreement does not create an exclusive relationship between Record Partners and the Client for the duration of the project. The Client is free to engage others to perform services of the same or similar nature to those provided by Record Partners, and Record Partners shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise its services.

7.3 Force Majeure

The Client acknowledges that Record Partners shall not be in breach of any agreement if it is unable to complete the services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Record Partners’s control (collectively, ‘Force Majeure Event’).

7.4 Governing Law and Dispute Resolution

The formation, construction, performance and enforcement of these terms and conditions shall be in accordance with the laws of Australia and the State of Queensland.