General Terms of Trade

1.1 We are not obliged to accept any particular request to undertake Work from you.

1.2 We may, at our discretion, decline to commence Work until you have communicated acceptance in writing or these Terms and any further terms that we may require.

2.1 Unless stated otherwise, any price we give you for Work is an estimate ("the Estimate") on a plus GST basis of the anticipated cost for us to complete that Work.

2.2 The Estimate is open for acceptance for 30 days after it is dated unless withdrawn by us prior to acceptance.

2.3 We will not commence the Work until you have confirmed you accept the Estimate in writing.

2.4 Where we arrange for goods or services to be provided as your agent, we may charge a service margin on third party invoices and on any trade or wholesale pricing for the same and include all amounts in our invoicing to you. We will charge a commission for project management services and product supply. You will at all times be responsible for payment of any third party invoices incurred in relation to the Work.

2.5 In the event that you cancel any Work we have agreed to perform prior to completion of Work, you will still be liable to pay our costs unless we agree otherwise. We reserve the right to charge an additional and reasonable cancellation fee to you where you cancel any Work following confirmation.

3.1 We may require you to pay a deposit, being an advanced payment for the Work before we commence the Work.

3.2 We may require you to pay for the Work before commencement of the Work (including payment in full for product purchases).

3.3 In all other circumstances, payment for the Work is due on such date as we may specify by invoice or other document given to you by us or, in the event that we have not specified a date, on the date of completion of the Work ("the Due Date").

3.4 If you do not make payment on the Due Date, you are in default and must pay default interest at the rate of 5% per month, which shall accrue and compound on a daily basis on the total amount outstanding from the Due Date to the date of payment in full.

3.5 We may notify you at any time that we have ceased to carry out the Work on credit. This cessation does not relieve you of amounts owing up to the date on which the contract is terminated.

3.6 Payment of all money shall be without set-off or deduction of any kind.

3.7 We will apportion payments to outstanding accounts as we think fit.

3.8 Subject to any other provision of these Terms, where there is any dispute in good faith as to the amount of money owing by you to us, the portion of the amount owing that is not in dispute or otherwise contested or challenged (“Undisputed Amount”) must be paid within the time required without deduction or set-off, but without prejudice to the parties to contest, challenge or otherwise dispute the appropriate disposition of the remaining.

3.9 An amount shall be deemed an Undisputed Amount if the amount invoiced by us is contested in bad faith by you or if you fail to give notice of a disputed amount within 7 days of receiving our invoice.

3.10 Payment may be made bank deposit, or such other payment method that we may, at our discretion, allow.

4.1 We will endeavour to carry out the Work in a professional manner, and report to you with updates from time to time.

4.2 You will give reasonable assistance to enable us to perform the Work by:

(a) giving clear instructions;

(b) promptly provide any information or content required from you for us to complete the Work;

(c) providing us with information about any known or potential matter that may impact delivery of the Work;

(d) ensuring that any property or premises for which we are undertaking Work are available to us for the purposes of the Work and that we are authorised by the lawful owner or occupier of the property or premises to do all things necessary to complete the Work.

4.3 You shall indemnify us against all claims and loss of any kind whatsoever however caused or arise which is brought by any person in connection with any matter, act, omission, or error by us, our agents or employees in connection with any breach of your obligations under clause 4.2 above.

4.4 If we have given you a timeframe for completion of the Work, unless agreed in writing to the contrary such time frame is approximate only and is not deemed to be of the essence. We are not in any way responsible or liable for any delays or timeframes in the delivery and/or completion of the Work.

4.5 Where we procure goods and services on your behalf or arrange for third parties to carry out services, we are engaged as your agent.

4.6 You are solely responsible for arranging suitable insurance cover for any damage or loss that may arise during the Work.

5.1 Except to the extent that the law prevents us from excluding liability we shall not be liable for any loss or damage or liability of any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by you or another person and whether in contract, or tort (including in negligence), or otherwise and whether such loss or damage arises directly or indirectly from Work provided by us.

5.2 To the extent that we are liable for any reason for any loss suffered or liability incurred by you arising from any breach of these Terms or for any other reason, such liability is limited to the amount charged to you by us for the Work.

5.3 When we procure services on your behalf, you agree that we will not be liable in any form for the acts, omissions, workmanship or services provided by any third party, or any party that provides services in connection with the Work. Where we procure goods on your behalf, you agree that we will have no liability in respect of the performance or suitability of such goods and we provide no warranty for the same.

5.4 You agree to indemnify us in respect of any and all claims by you in respect of any Work carried out by third parties.

6.1 In respect of Intellectual Property used in or arising from the provision of goods of services or the performance of the Work, we will retain exclusively all ownership, rights and interests in such Intellectual Property and you shall have no rights in or to such Intellectual Property.

6.2 Any photography, videography, or visual image capture of the Work, while in progress or at completion, or of the location or premises will be exclusively owned by us and we shall have exclusive rights to the use and distribution of any such material including but not limited to distribution on social media platforms and other digital or print media.

7.1 Any notice may be given by phone, in person, posted, or sent by email to you.

8.1 We shall be entitled at any time by notice in writing to you to vary any provision of these Terms and you shall be bound by such variation provided that you may terminate our engagement with you should any such variation materially alter your rights under these Terms.

9.1 You must pay our costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of our rights, remedies and powers under these Terms.

10.1 You consent to us and any financier or credit-rating agency making enquiries of and obtaining any information about your financial standing and creditworthiness.

11.1 We shall not be liable for delay or failure to perform the Work if the cause of delay or failure is beyond our control.

12.1 If Emma Brown Design Limited fails to enforce any terms or to exercise its rights under these terms of trade at any time, Emma Brown Design Limited has not waived those rights.

13.1 If any provision of these terms of trade is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these terms of trade.

14.1 If the Client is a Company, the director(s) signing the attached Credit Application also signs in his/her personal capacity in consideration of Emma Brown Design Limited agreeing to supply Goods and Services and grant credit to the Client at his/her request, and personally undertakes (and if more than one director signs this contract then the directors jointly and severally) as principal debtor(s) to Emma Brown Design Limited the payment of any and all monies now or hereafter owed by the Client to Emma Brown Design Limited and indemnify Emma Br own Design Limited against non-payment by the Client. Personal liability of a signatory hereto shall not exclude the Client in any way whatsoever from the liabilities and obligations contained in the attached Credit Application and these Terms of Trade.

14.2 The Guarantor(s) acknowledge(s) that either they took independent legal advice before signing or if independent legal advice has not been taken confirm that they have signed this guarantee based on their own judgement and waive any right that they might have otherwise have arising out of failure to obtain such advice.