Visualisation Subscription - Contract Acceptance - Terms of Agreement

These Terms and Agreement (“Terms”) govern the Company (“Client”) use of Sensical Pty Ltd (“Contractor”) Visualisation Services (“Services”). By engaging Sensical, you agree to these Terms. If you have any questions, please contact us before proceeding.

1. Services

The Contractor provides professional visualisation/graphic design services. All services will be delivered based on the Subscription purchased and agreed-upon project brief and scope of works within the Subscription time allowance. At any time another Subscription can be purchased.

2. Terms

The Contract and Services commence on the date of the PO and are valid for 12 months.

3. Fees & Cancellations

Subscription fees will be inclusive of GST and are non-refundable.

If the Client wishes to cancel the project, they must do so in writing. The Subscription payment is non-refundable, and the Client will be billed for any work completed beyond that amount.

4. Confidential Information

Client Responsibility: All works in progress, ideas, strategies, and other intellectual property must be held in strict confidence by the Client and shared only with the parties who are written signatories to the agreement.

Contractor Responsibility: The Contractor will make every effort to protect the confidentiality of all information provided by the Client.

5. Contractor Personnel

In the event that Contractor personnel are incapacitated ,the Contractor must notify the Client immediately. If the Contractor is unable to provide suitable replacement personnel, the Client may terminate the Services, receiving a refund of unused time within the purchased Subscription.

6. Contract Manager

The person who is holding, occupying or performing the duties of behalf of the Client, will be the Contract Manager with responsibility for supervision of the Contract on behalf of the Client and authority to issue and receive any written notification under the Contract.

The Contract Manager is required to provide written approval for all completed design work. This written approval confirms the project is complete, contains correct information and has been through the Client approvals process.

For larger projects, written approval may be required by the Contract Manager at various stages of the Service before progressing to the next phase.

7. Invoice Procedure

The total indemnity amount shall be 100% of the last Subscription paid by the Client to Contractor. Not the amount of all expired or used Subscriptions.

8. Insurance

The Contractor must, at its own expense, effect and maintain with a reputable insurer for the term of the Contract and until 12 months after the end of the Contract:

• a public liability policy of insurance for an amount of $20,000,000 per occurrence for the purposes of the Contract;

• workers’ compensation insurance as required under relevant statutes or regulations; and

• professional indemnity insurance for an amount of at least $1,000,000 per claim and in the aggregate in any one 12 month policy period to cover the Contractors obligations under the Contract.

The Contractor must provide evidence of its insurance to the Client on request.

9. Governing Law

These Terms are governed by the laws of Australia. Any disputes will be resolved under Australian jurisdiction.

10. Occupational Health and Safety

The Contractor must comply at all times with the Work Health and Safety Act 2011 (Cth) as well as all State and local government laws and regulations on occupational health and safety.

11. Copyright

• Unused Designs: If multiple options are presented, all options except the chosen design remain the property of the Contractor.

• Client Supplied Material: The Client agrees to indemnify the Contractor against any claims, losses, or liabilities resulting from breaches of copyright related to materials provided and/or approved by the Client.

12. Intellectual Property

• Contractor Rights: the Contractor retains the rights to use any designs created for public marketing purposes, across multiple mediums, unless otherwise agreed upon.

• Client Rights: the Client receives the rights to use the final design for its intended purpose. Working files, preliminary concepts, and unused designs are excluded unless agreed upon prior to project commencement.

13. Governing Law

These Terms are governed by the laws of Australia. Any disputes will be resolved under Australian jurisdiction.

14. Changes to Terms

Sensical reserves the right to update these Terms at any time. It is the Client’s responsibility to review the Terms periodically.