You acknowledge and agree to the terms and conditions under which Latitude Group Pty Ltd ACN 144 914 394 (Latitude Group ‘Latitude’)—including its brands Studio Massive, and Peter Clarke Photography—provides services. These terms apply to the Project or works outlined in the accompanying Quotation. Unless a separate agreement is made for future projects, these terms will also govern any additional Quotations related to this or future work. Acceptance of a Quotation is defined as an instruction to proceed, whether verbally or in writing, and/or payment of the commencement invoice for the project.

1. Definitions

Terms and conditions means this document and the terms set out in any accepted Quotation.

Agreement refers to these terms and conditions, along with any accepted Quotation, governing the provision of services by Latitude Group Pty Ltd, including its brands Latitude, Studio Massive, and Peter Clarke Photography, to the Client.

Artwork means any final artwork, visual work or other graphic work produced by Latitude for the Client as the deliverable product for a Project, and for the avoidance of doubt excludes: any initial concepts presented to the Client but not selected for development into a final artwork; any preliminary concepts, concepts created by Latitude but not ultimately included as part of a final artwork; and Latitude’s working files.

Business Day means a day other than a Saturday, Sunday, bank holiday or public holiday on which registered banks are open for business in the State of Victoria, Australia.

Client Supplied Material means all text, graphics, photos, designs, trade marks, imagery and other information or materials supplied by the Client to Latitude the use of which by Latitude is necessary for the provision of Services to the Client.

Fees means any and all amounts payable to Latitude in respect of a Project.

GST means the goods and services tax chargeable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means all rights to, and any interest in, any copyright, design, trade mark or trade name as may exist anywhere in the world at any time (whether capable of protection by registration or not), including all applications for any such rights.

Pre-Existing Intellectual Property means, in relation to a Project, any Intellectual Property of a party that existed before the date on which the relevant Quotation is accepted by the Client.

Project refers to a specific scope of work for which the Client engages Latitude’s services, as outlined in the accompanying Quotation.

Quotation means a written quotation for a Project, including as a minimum Latitude’s estimated professional services fees for the Project, whether those fees are a fixed project cost or charged on a time and materials basis, and where relevant a payment schedule for Fees is provided.

Services means, in relation to a Project, the specific services set out in the relevant Quotation.

2. Provision of Services

2.1 When the Client accepts a Quotation, the terms of this Agreement together with the terms set out in the Quotation will govern the relevant Project and the parties’ provision and receipt of Services the subject of the Quotation. If the terms of the Quotation contradict or are inconsistent with any of the terms of this Agreement, the terms of the Quotation will prevail.

2.2 In providing the Services, Latitude will ensure that the Services are provided with reasonable skill, care and diligence and to the standards reasonably expected of designers performing services of a similar nature.

2.3 The Client must provide Latitude with all instructions and materials that Latitude needs to complete a Project, including any Client Supplied Material as and when required, and in the format requested by Latitude.

2.4 For each Project, the Client agrees to review Latitude’s work, provide feedback and give final approvals in each case in a timely manner.

2.5 Latitude will use all reasonable endeavours to comply with any delivery timelines agreed between the parties and incorporated into a proposal. Without limiting the foregoing, Latitude will not be responsible for delays or failures to deliver work by a particular date (such as a launch date or a deadline) if the delay or failure was caused by circumstances outside the control of Latitude, including a failure by the Client to meet its obligations under this Agreement.

2.6 Unless expressly set out in a Quotation, the Services do not include: copy writing; fabrication; engineering; the purchase or negotiation of usage rights in relation to third party Intellectual Property; print production or management; digital application design or web development; or image library retouching or file preparation (Additional Services). If the Client wishes to receive Additional Services in relation to a Project, these will be the subject of a separate Quotation.

2.7 The Client is responsible for reviewing any plans, artwork and ensuring that plans, specification and, artwork is free from errors. Latitude is not liable for any errors that are not identified by the Client as part of its review.

2.8 If the Client wishes to modify the scope of the Services to be provided for a Project (including initial concepts and Artwork), it will notify Latitude of the changes sought. Unless and until the parties agree any necessary modifications to the relevant Quotation, Fees and timelines, Latitude will be under no obligation to provide those Services as modified, but may decide to do so in which case Latitude will be entitled to charge for the additional work on a time and materials basis as set out in clause 3.

3. Fees, invoicing and payment

3.1 Latitude’s estimated fees for its professional services on a Project are as set out in the relevant Quotations. Latitude’s professional services do not include disbursements (including travel, parking, courier fees, printing of proofs, processing costs). The Client must reimburse Latitude for all such disbursements and travel costs. All dispersements / costs also attract a 10% administration fee.

3.2 Where Latitude needs to engage external service providers to complete Services (including 3D renderers, illustrators, Purchasing of custom fonts (print/web versions), printers, signage producers, web developers, manufacturing, construction and similar services), then in addition to Latitude’s Fees the Client must reimburse Latitude for the costs of those services plus a 20% handling and administration fee.

3.3 All other additional costs (including costs associated with paper samples, printing/creation of mock-ups, stock imagery, fonts or other materials needed for a Project) will be payable by the Client as a disbursement.

3.4 Additional work is defined as work instructed verbally or written request. Any work required to be performed by Latitude at Latitude’s standard hourly rate. This work may be defined as an extension to scope, new works or edits to existing works). Any request or instruction for works are deemed approved scope and will be charged in addition.

3.5 In consideration for Latitude providing the Services, the Client must pay the Fees.

3.6 The Client must pay the Fees in accordance with any fee schedules set out in the Quotation. Without limiting the foregoing:

(a) For each Project, Latitude may issue an invoice upon commencement for an amount not exceeding 40% of the estimated total Project cost to be paid as a deposit.

(b) Latitude thereafter will invoice the Client each month or in accordance with any fee schedule set out in the Quotation, or at the end of the Project, whichever of the two occurs first.

3.7 The Client must pay each invoice 14 days from the date of receipt. Payment of invoices on time is an essential term of this Agreement.

3.8 The Client must pay an additional amount to Latitude that is equal to any GST payable on any supply that is made under this Agreement. The Client also is responsible for paying any other tariffs, withholding tax, income tax, payroll tax or other tax or levy associated with a Project or its receipt of the Services.

3.9 All payments to be made to Latitude must be made in the full amount shown in each invoice, free of any deductions or withholdings, and without the Client exercising any right of set-off. If there is a mandatory withholding or deduction imposed by operation of law, the Client must increase the amount of the payment so that Latitude receives the net amount shown in each invoice issued. Any such grossing up of the payment will not count as part of the Fees.

3.10 If a payment is unpaid for 7 days after the due date for payment, then without limiting its other rights Latitude may charge interest at the “Cash Rate Target” set by the Reserve Bank of Australia plus 2% on the unpaid amount. Should Latitude be required to engage legal services to recoup unpaid debts the client must reimburse Latitude for costs incurred in addition to payment of the outstanding amount.

4. Intellectual Property

4.1 Nothing in this Agreement affects the ownership of any rights in respect of each party’s Pre-Existing Intellectual Property. Without limiting the foregoing, the ownership of all Intellectual Property in the Client Supplied Material remains at all times with the Client or its third party licensees.

4.2 By providing any Client Supplied Material to Latitude, the Client grants to Latitude a licence to use that Client Supplied Material to the extent necessary to enable Latitude to provide the Services, including by incorporating that material into any Artwork. The Client warrants and hereby represents that all Client Supplied Material is or will be at the time provided to Latitude either owned by the Client or licensed to the Client on terms that permit the Client to make the Client Supplied Material available for use by Latitude on the terms set out in this Agreement.

4.3 Unless otherwise agreed between the parties in writing, all Intellectual Property in Artwork and other materials created by Latitude in the course of this Agreement or providing Services will vest absolutely and automatically on creation, and remain thereafter, in Latitude.

4.4 Latitude remains the sole owners of all copyright including designs, concepts, plans, imagery, video, brand and identity works, interiors produced. They may not be on sold, reproduced or artwork modified in any way without the prior written permission. Creative services are provided for the sole use of commissioning party on this estimate, third party usage is not permitted, unless agreed. Latitude does not provide any working files in conjunction with services rendered, these remain the sole property of Latitude Group. Unless otherwise agreed, Latitude reserves the right to showcase completed work in its portfolio, website, and marketing materials.

4.5 We do not permit Client to modify any working or finished artwork files, nor do we permit their use by third parties, and must be deleted or destroyed upon provision of the final Artwork. This includes website coding, website development, social media, marketing collateral, brand assets etc.

5. Limitation of liability

5.1 Under no circumstances, and howsoever arising, will a party be liable to the other party for any special, indirect, consequential or punitive damages, including, but not limited to, loss of profits, loss of business opportunities, or loss of goodwill, even if advised of the possibility of such damages.

5.2 To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the aggregate liability of Latitude under or in connection with this Agreement, howsoever arising (including by reason of tort, breach of contract or otherwise), shall not exceed the sum of all Fees paid to Latitude in respect of the relevant Project or Projects giving rise to the liability.

6. Termination

6.1 A party may terminate this Agreement by giving 10 Business Days written notice if:

(a) the other party is in default in the performance of any of its obligations under this Agreement and the default is not capable of being remedied, or if the default is capable of being remedied the other party fails to remedy the default within 10 Business Days of notice by the first party specifying the default;

(b) the other party ceases to carry on business, ceases to be able to pay its debts as they become due, enters into a composition with its creditors, goes into liquidation, or a receiver and manager or statutory receiver is appointed, or any analogous event occurs.

6.2 Where the Client is in default in the performance of any of its obligations under this Agreement and that default relates solely to a particular Project, Latitude may elect to exercise its rights under clause 6.1 in respect of that Project alone, in which case this Agreement will continue to apply in respect of any other Projects that are on foot.

6.3 In the event of termination of a Project or this Agreement as a whole:

(a) Latitude will return to the Client all Client Supplied Material associated with each Project affected by the termination;

(b) the Client must reimburse Latitude for any costs (including any handling or administration fee) that have been incurred by Latitude up to the date of termination under each Project affected by the termination and for which Latitude has not yet been reimbursed by the Client;

(c) in respect of each Project affected by the termination, the Client also must pay Latitude for work completed up to the date of termination but not yet invoiced or paid, and:

(i) where the Fees for a Project are for Services costed on a time and materials basis, those Fees will be calculated in accordance with Latitude’s hourly rates; and

(ii) where the Fees for a Project are based on a fixed project cost, those Fees will be calculated as a percentage of the project cost that reflects the hours worked up to the date of termination compared against the total time estimate for the Project set out in the relevant Quotation, less any component of the project cost paid by the Client upon acceptance of the Quotation.

7. General

7.1 Each party warrants to the other that it has the power and authority to enter into this Agreement and the obligations contemplated.

7.2 Each party enters into this Agreement as an independent contractor. Nothing in this Agreement creates, constitutes or evidences any partnership, joint venture, agency, trust or employer/employee relationship between the parties, and a party may not make, or allow to be made, any representation that any such relationship exists between the parties. A party shall not have the authority to act for, or to incur any obligation on behalf of, any other party, except as expressly provided for in this Agreement.

7.3 This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties in respect of its subject matter.

7.4 Any notice or document required to be given under this Agreement must be in writing and may be given by hand or email as shown in the relevant party’s contact details shown set out in a Quotation or otherwise notified by one part to the other.

7.5 Any modification to or variation of this Agreement, including a Quotation, must be in writing and signed by each party.

7.6 If any provision of this Agreement is held to be invalid, illegal or unenforceable, it will be severed and the remainder of the Agreement will remain in full force and effect.

7.7 If there is a dispute between the parties in relation to any matter connected with this Agreement or a Project, the parties must meet in good faith to seek to resolve the dispute by agreement between them. The parties agree to follow this procedure before resorting to any legal proceedings, save that nothing in this clause prevents either party from seeking urgent injunctive relief.

7.8 This Agreement shall be construed in accordance with and governed by the laws in force in the State of Victoria, and each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia.

8. Engagement & Liability

8.1 The party engaging Latitude for services (the “Instructing Party”) and the entity designated for invoicing and payment (the “Paying Entity”) are jointly and severally liable for all fees, costs, and expenses incurred under this agreement. The Instructing Party acknowledges that by directing invoices to the Paying Entity, they remain responsible for ensuring full payment.

8.2 In the event that the Paying Entity becomes insolvent, is liquidated, or otherwise unable to fulfill payment obligations, the Instructing Party assumes full responsibility for any outstanding amounts owed to Latitude.

Privacy Policy

This Privacy Policy provides an outline of how and when personal information is collected, disclosed, used, stored and otherwise handled by Latitude Group. The Policy relates to personal information collected by any means and by any technology.

1.Collection of Personal Information

Personal information is information or opinion from which an individual’s identity may be ascertained. The nature of personal information collected by Latitude Group generally comprises an individual’s name and contact details (including address, phone and e-mail). Latitude Group will generally collect personal information from you directly.

2. Use and Disclosure of Personal Information

Latitude Group may also use that personal information for a purpose related to the initial purpose of collection if that other purpose would be within your reasonable expectations. Related purposes might include adding your name to a contact list, guest list or invitation list which may be of benefit or interest to you. Latitude Group will not use or disclose your personal information for any other purposes without first obtaining your express or implied consent. Latitude Group may however be required to disclose your personal information without
your consent if the disclosure is:
– required or authorised by law;
– required in order to investigate an unlawful activity;
– required by an enforcement body for investigative activities; or necessary to prevent a serious and imminent threat to a person’s life, health or safety, or to public health or safety.

Generally, Latitude Group will retain your personal information within Australia and not use or disclose it overseas.

3. Direct marketing

From time to time Latitude Group may send you information regarding new work or activities. If you do not wish to receive direct marketing information, please let Latitude Group know. Latitude Group will take immediate steps to ensure that you do not receive any direct marketing information in future.

4. Changes to this Policy

Latitude Group may change this Policy from time to time for any reason and will update the Policy accordingly.