1.Definitions

1.1. In these Terms, the following particular expressions have the following meanings:

  • 1.1.1. Univers: Univers Graphic Design Pty Ltd trading under any name, as well as any shareholder of, or director of, or person working in any capacity for Univers Graphic Design Pty Ltd trading under any name.

  • 1.1.2. Client: The organisation, individual or entity who the Quote is addressed to, who agrees to purchase the Works stated in the Quote.

  • 1.1.3. Supplier: The organisation, individual or entity who the Purchase Order is addressed to, who agrees to supply the Works stated in the Purchase Order.

  • 1.1.4. Others: Any party other than Univers.

  • 1.1.5. Terms: these Univers Project Terms and Conditions.

  • 1.1.6. Works: Any and all service or information or product that the Client is purchasing from Univers, and any items created in relation to such service, information or product. And any and all service or information or product that the Supplier is providing to Univers/the Client, and any items created in relation to such service, information or product.

  • 1.1.7. Quote: Any document, in any form and transmitted in any way, created by Univers that contains an offer to do Works and the costs for such Works, current at the time of issue.

  • 1.1.8. Agreement: These Terms, as well as the Quote (signed or unsigned), or verbal, written or email instructions to Univers in relation to the Works.

  • 1.1.9. Purchase Order: Any document, in any form and transmitted in any way, created by Univers that contains a direction to do Works and the costs for such Works, current at the time of issue.

  • 1.1.10. Engagement: These Terms, as well as the Purchase Order (signed or unsigned), or verbal, written or email instructions by Univers in relation to the Works.

  • 1.1.11. Payment: Any and all monies as well as the full amount of any contra payable by the Client to Univers for the Works.

  • 1.1.12. Content: Any item of text, still or moving image (photographic or otherwise), sound recording, or other contribution used within the Works.

  • 1.1.13. Confidential Information: confidential and/or proprietary technical and/or business information and/or materials of parties to this Agreement, including without limitation preliminary Works. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

  • 1.1.14. Hourly Rate: the cost per hour charged by Univers to the Client for any and all Works undertaken on a fee for time basis. Currently the Hourly Rate is $200 (two hundred Dollars) plus GST per hour.

  • 1.1.15. Days: refers to calendar days (ie. all days, including week days, weekends and any kind of holiday.)

  • 1.1.16. Due Date: the date by which full payment of a Univers invoice must be received by Univers. Currently the Due Date is 30 Days from the date of the invoice.

  • 1.1.17. Interest Charge: the cost charged by Univers to the Client if full Payment of a Univers invoice is not received by the Due Date. Currently the Interest Charge is 15% (fifteen percent) per annum calculated daily.

  • 1.1.18. Dollars (or $ symbol): Australian dollars.

  • 1.1.19. GST: Australian Goods and Services Tax, administered by the Australian Taxation Office.

2.General

2.1. Notes to these Terms

  • 2.1.1. These Terms supersede any previous terms and conditions distributed in any form.

  • 2.1.2. The current Terms are published at http://www.univers.com.au/terms, or shall be supplied by Univers in other written formats upon request.

  • 2.1.3. Univers reserves the right to change any rates and any of the Terms at any time and without notice. As such the Terms will be current at time of reading only. The Client and/or the Supplier shall obtain and read the current Terms.

  • 2.1.4. If any of the Terms (or part of them) is void or unenforceable, it is taken to be removed and no longer forms part of the Agreement. The remaining Terms remain in full force and effect.

2.2. Acceptance of Agreement

  • 2.2.1. The Client signifies their acceptance of this Agreement by forwarding to Univers either: a signed copy of the Quote; or the Client’s purchase order; or a direction in any written or verbal form which, if acted upon, would result in Works starting.

  • 2.2.2. Works shall not start until such acceptance is received by Univers.

  • 2.2.3. Upon the Supplier commencing any Works it is agreed that this Engagement is accepted by the Supplier in full. If the Supplier wishes to decline the Engagement, they must notify Univers immediately upon the Supplier's receipt of the Purchase Order.

2.3. Dates and times

  • 2.3.1. In all official correspondence Univers shall use the date format of either: Year-Month-Day (for example 2001 02 03 is the same as 2001 February 3, each format representing the third day of the month of February in the year 2001); or Day-Month-Year (for example 01 FEB 03 is the same as 1 February 2003, each format representing the first day of the month of February in the year 2003).

  • 2.3.2. Univers is open AEST 9.00am to 5.30pm Monday to Friday excluding Public Holidays in the State of Victoria, or as advised.

  • 2.3.3. Where an action is required by a date, the action is required prior to 4.30pm on that date, or as advised.

2.4. Project End

  • 2.4.1. Works shall be deemed complete once:

  • 2.4.1.1. The Client has signed off the Works or indicated satisfaction either verbally, or in writing transmitted in any way; or

  • 2.4.1.2. The Client fails to communicate with Univers for a period of more than 30 days without explanation; or

  • 2.4.1.3. An invoice for the Works is issued by Univers to the Client.

2.5 Termination

  • 2.5.1 Either party may terminate a project agreement, without cause, by giving the other fourteen (14) days written notice.

  • 2.5.1.1 If the agreement is terminated, the Client must pay all applicable fees and reasonable costs/expenses incurred by Univers for services completed up to the termination date. Univers will provide any work resulting from all services completed up to the termination date to the Client.

3.Jurisdiction

3.1. The Agreement/Engagement relates to Works within Australia unless specifically stated to the contrary.

3.2. The Agreement/Engagement is governed by the laws of the State of Victoria, Australia. Victorian Courts shall have sole jurisdiction in relation to any disputes arising in connection with the Agreement/Engagement.

4.Liability

4.1. Works by Univers are sold to the Client as is. In no event shall Univers be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the Works, even if Univers has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

4.2. Under no circumstances shall Univers be liable to the Client or to the Supplier for an indirect or consequential loss suffered by the Client or to the Supplier relying on the information included in Works including (without limitation) loss of profit, loss of contracts, pure economic loss, claims for delays, out of sequence working, non productive overtime, award of costs, etc.

4.3. The total liability of Univers is to the Client only whether as to specie, quantum or duration of liability, no other obligations are to be implied into the Agreement/Engagement, whether as to the giving of bonds, warranties, or guarantees unless expressly detailed therein. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.

4.4. Univers will use all reasonable endeavour to meet an agreed timeline. However Univers will not be liable in cases of late reporting, however, caused, nor shall lateness be deemed to be a breach of this Agreement/Engagement or an act of negligence.

4.5. All terms and conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the Works not contained in this Agreement/Engagement are excluded and Univers will not accept liability for any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly with respect to the Works.

4.6. The Client indemnifies Univers against any risk of another party making a claim against the Client in relation to the Works. Prior to publishing or first use of the Works the Client shall seek appropriate searches, legal advice, registrations and other measures in relation to such risk. Univers will not be held responsible for any damages resulting from such claims, and the Client agrees not to hold Univers responsible for any such loss or damage. This includes, by example but not limitation, claims of copyright or intellectual property.

4.7. The Supplier indemnifies Univers against any risk of another party making a claim against the Supplier in relation to the Works. Prior to publishing or first use of the Works the Supplier shall seek appropriate searches, legal advice, registrations and other measures in relation to such risk. Univers will not be held responsible for any damages resulting from such claims, and the Supplier agrees not to hold Univers responsible for any such loss or damage. This includes, by example but not limitation, claims of copyright or intellectual property.

4.8. In all circumstances, the maximum liability of Univers, its directors, officers, employees, design agents and affiliates, to the Client/Supplier for damages for any and all causes whatsoever, and the Client’s/Supplier’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Univers.

5.Intellectual Property

5.1. Unless otherwise negotiated, Univers retains copyright, all intellectual property rights, and the right to use the Works in advancing the profile of Univers, in relation to in the Works and related material prepared by Univers.

5.2. Reports, drafts and all other records provided by Univers are private and confidential between the Client/Supplier and Univers and they may not be used or relied upon outside the Works without the prior consent of Univers.

5.3. Univers shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works, and distribute any item from the Works unless specifically agreed otherwise. Univers shall be free to use any ideas, concepts, know-how or techniques acquired in relation to the Works for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.

5.4. Payment for the Works does not discharge copyrights or intellectual property.

5.5. Univers retains the right to continue to sell, develop or otherwise use any elements used in the Works.

5.6. All rights in and to any preliminary Works shall remain the exclusive property of Univers. Additionally, the Client shall return all preliminary Works to Univers within thirty (30) days of any request by Univers for such return.

6.Content

6.1. Intellectual property

  • 6.1.1. The Client represents, warrants and covenants to Univers that:

  • 6.1.1.1. The Client owns all rights, titles, and interest in, or otherwise has full right and authority to permit the use of the Content;

  • 6.1.1.2. To the best of the Client’s knowledge, the Content does not infringe the rights of any third party, and use of the Content as well as any trademarks in connection with the Works does not and will not violate the rights of any third parties;

  • 6.1.1.3. The Client shall comply with the terms and conditions of any licensing agreements which govern the use of third party Content; and

  • 6.1.1.4. The Client shall comply with all laws and regulations as they relate to the Works and Content.

6.2. The Client owns and is solely responsible for the Content. Univers is not responsible for proofreading or any other form of checking of any Content unless specifically agreed.

6.3. Univers may source third party stock Content for the Works, usually positional images. Any such Content must be purchased prior to use in the final Works and will be charged to the Client as an incidental cost, in addition to the Quote costs, unless otherwise stated.

6.4. The Client is solely responsible for dealing with persons who access the Works and warrant that the Client will not refer complaints or inquiries in relation to the Works to Univers.

7.Internet

7.1. Where Univers arranges for hosting of internet Works:

  • 7.1.1. It is inherent in how the internet is built that from time to time websites will not be accessible. This is normal, and Univers is not responsible for any losses the Client may suffer, including lost sales.

  • 7.1.2. Univers may move website hosting, for example when upgrading equipment.

  • 7.1.3. The Client warrants that it has full authority to publish everything on its website and indemnifies Univers for any costs, liabilities or damages as a result of the Works. This includes copyright infringement, violation of any censorship laws and breach of any other laws.

7.2. Where Univers does not host the Works, the Client recognises that the continued operation of the Works might be compromised by the third party hosting company. In that instance, if the Works require service the Client will be liable.

7.3. Univers will develop the Works on the Univers development server. The Client must check design, functionality and content. The site will remain at this location until the client has approved, signed off and paid for the site. The Univers development server is an online website accessible by anyone with the development address.

7.4. Univers will make reasonable efforts to make internet Works bug and error free. The Client acknowledges that internet sites cannot be guaranteed to be 100% bug and error free and acknowledges that the existence of bugs and errors, falling short of a complete failure of consideration in the Works, shall not constitute a reason to terminate this Agreement.

7.5. Univers retains the right to hold a separate copy of internet Works on the Univers folio server. The Univers folio server is a live website accessible by anyone with the address, and is used to promote Univers.

8.Project outcomes

8.1. The Client accepts and understands that with all printing there may be some colour/image variation between anything the Client has seen in any way prior to production and what the final product looks like.

8.2. Univers shall not be responsible for any outcomes when production is by Others.

8.3. If, for any reason, any installation or delivery proceeds under conditions that are not satisfactory, Univers shall not be responsible in any way for any defects, and parties responsible for providing installation or delivery conditions shall be wholly responsible for any defects. If production is by Others, responsibility for any outcomes is with the Client and with Others.

8.4. If the Client decides to proceed with production by Others:

  • 8.4.1. Univers shall not be responsible for any error in production data, including errors made by Univers.

  • 8.4.2. Anything required of Univers following Univers’ supply of data for production by Others will be charged to the Client by Univers at the Hourly Rate.

  • 8.4.3. Data for production by Others shall not be released until Univers has received full Payment for any and all outstanding amounts.

8.5. Univers production costs include an allowance for time in facilitating and checking throughout and after production. These services are not included if production is by Others. (Univers’ relationships with Suppliers mean we may be able to re-cost a project if our cost is not appropriate to a project budget, timing, quality, size or other variable.)

8.6. The Client agrees to Univers’ definition of acceptable means of supplying data, including but not limited to Content and artwork.

8.7. In the event that the Client has approved Works but errors, including by example but not limitation, typographic errors or misspellings remain in the finished product, the Client shall incur the cost of correcting such errors.

9.Works on site

9.1. Where large scale self adhesive graphic materials are to be installed by Univers/Suppliers onto any substrate supplied by Others, the Client shall ensure compliance with the following requirements:

  • 9.1.1. Substrates shall be smooth, clean, oil enamel paint finish.

  • 9.1.2. Paint must not contain elements that can inhibit adhesion, such as Teflon.

  • 9.1.3. Substrate colour should match adjoining walls as edge conditions may reveal this paint.

  • 9.1.4. Generally paint will need three (3) days to dry before graphics can be installed. The Client shall confirm this with the painter.

  • 9.1.5. If the substrate has previously been painted in acrylic, it must be sanded, and sealed with an appropriate undercoat prior to the oil enamel paint finish.

  • 9.1.6. As an alternative to oil enamel paint finish, substrates may be ‘velvet’ finish melamine panels with expressed or patched joins.

  • 9.1.7. Prior to printing, the Client shall notify Univers if substrates are dark or strong in colour, or are in any way panelised.

9.2.Where any sign or large scale self adhesive graphic material is to be installed at a location provided by Others, the Client shall ensure compliance with the following requirements:

  • 9.2.1. The location must be free of dust and other airborne particles.

  • 9.2.2. All relevant legal safety and other regulatory measures must be in place and enforced.

  • 9.2.3. Univers shall be provided with the names, email addresses and phone numbers of all relevant people, including by example but not limitation:

  • 9.2.3.1. The builder or shopfitter.

  • 9.2.3.2. The Client representative on site.

  • 9.2.3.3. The architect, interior designer, or other designer.

  • 9.2.3.4. Security or other site access representative.

  • 9.2.3.5. Centre management or other site management representative.

9.3. Access to the site must be available as and when required.

9.4. Allowance for traffic management is not included.

9.5. No allowance has been made for required permits, by example but not limitation, council permits. The Client shall organise any and all required permits prior to any Works on site.

9.6. The Client warrants that all existing sign structures and buildings have the required structural integrity to support the Works.

10.Signage

10.1 Univers can provide the following sign design services:

  • 10.1.1 Design concepts to compliment architectural or interior design, and to help users understand and navigate spaces;

  • 10.1.2 Design intent drawings describing sign concepts in general terms with comments about proposed sizes, materials, finishes etc. Concepts are prepared to adhere to Univers’ understanding of regulations at the time the Works are done. Qualified Others, by example but not limitation, a Building Surveyor and a DDA Consultant, must review and approve adherence to any regulations prior to Client approval of sign design;

  • 10.1.3 Sign location plans showing all proposed sign instances, for review and approval by qualified Others and the Client;

  • 10.1.4 Sign schedule listing all proposed sign types, instances, locations and Content, for review and approval by qualified Others and the Client.

  • 10.1.5 Production-ready graphic artwork computer files;

  • 10.1.6 General signage specification document with varying relevance to specific projects, for review and approval by qualified Others and the Client.

  • 10.1.7 Comments on shop drawings and other sign design information by Others, with regards to the realisation of the sign design intent; and

  • 10.1.8 Defects inspection and report with regards to the realisation of the sign design intent.

10.2 Univers does not provide any of the following:

  • 10.2.1 Any assurances or warranties of any kind, express or implied, that any part of sign design is correct or fit for any purpose, by example but not limitation, Content, location, design or specification;

  • 10.2.2 Any coordination with/of, or nomination of, qualified Others, except for that agreed in writing between Univers and the Client or Client’s representative, by example but not limitation, a Building Surveyor and a DDA Consultant; or

  • 10.2.3 Reviews, updates or changes after Client approval of sign design, notably in the event that regulations are newly provided to Univers due to changes in regulation, or any review of the sign design. Any such Works are variations to this Agreement, and will be undertaken by Univers at the Hourly Rate, unless agreed in writing otherwise with the Client.

11.Costs

11.1. Except where specifically stated, costs in the Agreement/Engagement exclude GST.

11.2. The Client shall pay any applicable GST in respect of Works by Univers.

11.3. Univers shall pay any applicable GST (or its equivalent) in respect of Works by Suppliers.

11.4. All Univers costs are subject to change without notice.

11.5. The Quote includes Univers’ fees only. Any and all incidental costs are to be paid by the Client to Univers in addition to the costs in the Quote, unless specifically otherwise provided for in the Quote, and include by example but not limitation: black and white computer prints, colour computer prints, scans, art materials, couriers, etc; excess telephone, facsimile, email or file transfer; any travel; registration, hosting or other internet services; equipment rental; photographer’s costs and fees, and photography and/or artwork licenses; prototype production costs; talent fees; and/or music licenses. Univers shall keep incidental costs to a minimum.

11.6. The design costs in the Quote are based on Univers’ estimate of the time required to complete Univers’ current understanding of the Works to be provided. Although Univers allows for some change in this understanding, significant differences in Univers’ estimate of time and the actual time spent to provide the Works may result in the Quote becoming obsolete. In that event, Univers may stop work, prepare a revised Quote, and seek the Client’s approval of the revised Agreement before resuming work.

11.7. Where Works are undertaken at the Hourly Rate, Univers shall charge the Client in fifteen (15) minute increments.

11.8. Completed or part completed changes requested by the Client to any Content will be charged to the Client at the Hourly Rate.

12.Project timing

12.1. If there is a timeline for completion of the Works, this timeline must be agreed by Univers and the Client prior to the Client accepting the Agreement.

12.2. In any timeline, Univers will only be able to complete the Works if the Client supplies any and all required information prior to or at the times required under the timeline.

12.3. Unless specifically agreed to there is no maximum time for Univers to enact any Works, including correcting errors.

12.4. The Client shall be responsible for performing the following in a reasonable and timely manner:

  • 12.4.1. Coordination of any decision-making with parties other than Univers;

  • 12.4.2. Provision of Content in a form suitable for reproduction or incorporation into the Works without further preparation, unless otherwise expressly provided in the Quote;

  • 12.4.3. All proofreading.

13. Understandings

13.1. Accreditation/promotions

  • 13.1.1. Univers retains the right to reproduce, publish and display the Works in Univers’ portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Works in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Works and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

13.2. Confidential Information

  • 13.2.1. Each party acknowledges that in connection with this Agreement/Engagement it may receive Confidential Information. Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Quote except as may be required by a court or governmental authority.

13.3. No Solicitation

  • 13.3.1. During the term of this Agreement/Engagement, and for a period of six (6) months after expiration or termination of this Agreement/Engagement, the Client/Supplier agrees not to solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other kind of basis, any Univers, employee or Design Agent of Univers, whether or not said person has been assigned to perform tasks under this Agreement/Engagement. In the event such employment, consultation or work-for-hire event occurs, the Client/Supplier agrees that Univers shall be entitled to an agency commission to be the greater of, either:

  • 13.3.1.1. 25% of said person’s first year salary with the Client (Payment of the commission will be due within thirty (30) days of the employment starting date); or

  • 13.3.1.2. 25% of fees paid to said person in the first year if engaged by the Client as an independent contractor (Payment will be due at the end of any month during which the independent contractor performed services for the Client).

  • 13.3.2. In the event of non-payment and in connection with the immediately preceding clauses, Univers shall be entitled to seek all remedies under law and equity.

13.4. No Exclusivity

  • 13.4.1. The parties expressly acknowledge that this Agreement/Engagement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Univers, and Univers is entitled to offer and provide products and services to others, solicit other clients and otherwise advertise the products and services offered by Univers. The Supplier is free to perform for Others services of the same or similar nature to those provided to Univers, and Univers is entitled to engage other suppliers of services of the same or similar nature.

13.5. Warranty

  • 13.5.1. Univers makes no warranties of any kind, express or implied, for any and all products and services that it supplies.

  • 13.5.2. The Supplier shall provide the Works in full, to a standard that is satisfactory to both Univers and the Client.

  • 13.5.3. The Supplier provides Univers with adequate and reasonable warranties for any and all of the Supplier’s Works.

  • 13.5.4. The Supplier’s presentation of works as finished shall be taken as confirmation that Works are of a standard that would generally be accepted as satisfactory. Suppliers are responsible for any additional costs incurred due to any Works they provide that are unsatisfactory either generally, or specifically to Univers and/or the Client.

13.6. Sub-contractors

  • 13.6.1. Univers reserves the right to use the services of sub-contractors, agents or suppliers.

  • 13.6.2. Any work, Content, services or use, in relation to sub-contractors, agents or suppliers is bound by their terms and conditions. Univers will not knowingly perform any actions to contravene these and the Client agrees to be so bound.

14. Delivery

14.1. If included in the Quote, delivery is to one (1) point in metropolitan Melbourne, Victoria. Delivery beyond this, or in addition to this, shall be an additional cost to the Client.

14.2. Univers and its directors, officers, employees and associated companies shall not be liable for late deliveries or non-deliveries and under no circumstances shall Univers be liable for any loss, or damage, including consequential loss or damage, or delay suffered by to the Client or its Clients arising from late or non-delivery of goods or service, whether such loss or damage is due to negligence or wilful act, misconduct or default of Univers or any third party and whether or not if the same occurs in the course of the performance by Univers of any contract or in circumstances which are foreseeable by Univers or in circumstances which would constitute a fundamental breach of any contract or a breach of any fundamental term hereof.

14.3. Works will normally be delivered by the most convenient and economical means as determined by Univers.

14.4. If Univers was unable to deliver part of an order for any reason whatsoever, Univers may deliver by instalments. Each instalment shall be regarded as a separate contract and any defect in, or failure to deliver an instalment shall not give the Client the right to cancel the balance of the Works.

14.5. Risk in the Works shall pass to the Client immediately on despatch by Univers and the Client shall keep the goods insured, safe and readily identifiable.

14.6. The Supplier retains risk in the works until delivery to Univers or the Client, and the supplier shall keep the goods insured, safe and readily identifiable.

15. Defects

15.1. Within seven (7) days of the final Works being delivered by Univers (whether by means of transmission, installation or otherwise) the Client shall:

  • 15.1.1. inspect and verify quality, quantity and conformity of the Works to the Agreement; and

  • 15.1.2. make any claim relating to any defect in manufacture or installation of Works, or any shortage or other nonconformity to the Agreement in writing to Univers.

15.2. Unless such written claim is received by Univers within the specified period, the Client shall be deemed to have accepted the condition of the Works and conformity of the Works to the Agreement.

15.3. With regards to the Supplier’s Works, the Supplier is responsible for, and indemnifies Univers and the Client against any cost for: rectifying any defects including those caused by installation conditions, inaccurate, incomplete or misread drawings or instructions; loss or damage of any items.

16. Payment and Debt collection

16.1. Full Payment of a Univers invoice must be received by Univers by the Due Date.

16.2. The Client guarantees full Payment for the Works to Univers, by the Due Date.

16.3. Where Payment of a Univers invoice is not received by Univers by the Due Date, Univers shall, at it’s discretion:

  • 16.3.1. apply the Interest Charge to the whole Univers invoice, with the Interest Charge to be paid by the Client in addition to any other Univers invoice; and

  • 16.3.2. appoint a third party debt recovery agent to recover Payment from the Client.

16.4. The Client is liable to meet in full: any Interest Charge; sellers debt recovery costs; legal costs and/or commissions and internal accounting charges (recovery fees); travel and travel expenses; and other debt recovery-related costs. Such costs will be added to the costs in the Quote and form part of the principal debt.

16.5. Where original artwork files are required before Payment, the Company Director or equivalent of the Client entity provides a personal guarantee.

16.6. Until full Payment for the Works is received by Univers, the Client shall be a bailee of the Works in its possession but title for such goods remains with Univers.

16.7. Title of any goods purchased does not pass at law until full Payment of any and all invoices to which the goods and services relate is received by Univers.

16.8. Title in the Works together with all the information contained therein and all data generated under the Agreement shall remain vested in Univers until full Payment for the Works is received by Univers, whereupon the Client obtains a licence to:

  • 16.8.1. Own and operate the Works.

  • 16.8.2. Develop, and continue to grow the Works, whether with Univers or with Others.

16.9. Any variation to Works by the Supplier must be approved through another Univers Purchase Order prior to any work commencing.

16.10. Claims for payment by Univers to the Supplier must be accompanied by a Univers Purchase Order number.

16.11. Univers will pay the Supplier’s invoice/s in 30 days from receipt, whenever possible.

17. Suspension and repossession

17.1. Univers reserves the right to repossess or otherwise retract Works in the event that the Client is in default of the Payment terms of the Agreement. By example but not limitation, this includes: repossessing signage, graphic and/or printed items; taking down websites from the internet; and suspending services such as email hosting.

17.2. In the event of any such repossession or other retraction of Works:

  • 17.2.1. The Client indemnifies Univers against any costs or losses due to this event.

  • 17.2.2. Univers shall return the Works only after Payment is received in full.

  • 17.2.3. The Client indemnifies Univers against any costs in relation to return of the Works, including by example but not limitation measures needed to make the Works useable again, redelivery of the Works, and reinstallation of the Works.

  • 17.2.4. The Client shall have no recourse whatsoever.

17.3. Univers reserves the right to suspend services in the event of the Client failing to comply with their obligations under the Agreement. The Client indemnifies Univers against any costs related to such, and will not challenge this.

17.4. Univers may from time to time and without notice or liability to the Client suspend any of the services if the reason for doing same is an event beyond the reasonable control of Univers.

17.5. The Client will remain liable for all costs during any period when Works are discontinued, repossessed or suspended in any way for any reason.

17.6. The Supplier will notify Univers at least ten (10) working days prior to any Works being discontinued, repossessed or suspended in any way for any reason.

18. Refunds

18.1. Univers may provide the Client with a refund of Payment, only where:

  • 18.1.1. The Client has identified a fault to Univers in writing within fourteen (14) days of making full Payment;

  • 18.1.2. Univers agrees the Works are faulty in part or in full;

  • 18.1.3. The amount of the refund is agreed by Univers and the Client to be fair in relation to the extent of the fault; and

  • 18.1.4. Full Payment has been received by Univers.

19. Privacy

19.1. Univers may collect your personal information including but not limited to: names; postal addresses; email addresses; telephone numbers; dates of birth; and areas of interest; when you visit our website/s, fill in a form, communicate with us by telephone or email, or consult us in person. Such personal information may be used by Univers to improve and promote Univers.

19.2. Univers has measures in place which are designed to maintain the privacy of personal information.

19.3. Personal information may be stored in different ways, including paper and electronic formats, which may be stored at Univers or with third parties who act as an agent of Univers.

19.4. Univers will not disclose personal information to any third parties without your consent, unless we must do this by law, or to the extent we use third parties to capture or manage personal information on our behalf.

19.5. Univers may disclose personal information to our related entities for purposes related to why we collected it.

19.6. To opt out of any Univers communication, please contact us by email.

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