Red Fish Marketing is a Sydney based company established in 2006 and is 100% Australian-owned. We specialise in providing creative promotional product solutions to an impressive list of local and global based clients.
This Service Agreement contains the Terms and Conditions under which Red Fish Marketing ABN: 69 439 569 072 will carry out work for you.
This Agreement will apply each time you ask us to provide you with marketing services and sets out our Services and what you can expect from us.
By making payment and continuing to accept and engage the services of Red Fish Marketing, you ("the Client") acknowledge that you have read, understood, and agree to be bound by our Terms and Conditions.
Red Fish Marketing may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.
If you have any questions about this Service Agreement, please send an email to firstname.lastname@example.org .
1.1. Red Fish Marketing provides the following Services (please refer to your Order Confirmation), including but not limited to:
a. Promotional Marketing
b. Merchandise Solutions
c. Brand Development and Implementation
d. Manufacture of Goods and Products
2.1. Red Fish Marketing will accept your engagement of our services when we receive the signed Order Confirmation from you.
2.2. Our Order Confirmation form and these Terms and Conditions will be sent to you for authorisation and signature when you email us your requirements.
2.3. Your engagement of our services is subject to these Terms and Conditions. It will take effect immediately upon engagement and remain in effect until services are performed and products are dispatched.
2.4. The average production time of approved Orders is 7-14 business days from receipt of the signed Order Confirmation, subject to stock availability and artwork supplied by the Client.
2.5. Rush orders may be requested and are subject to stock availability and artwork as supplied by the Client.
2.6. All orders requiring less than ten (10) days delivery time will incur a twenty per cent (20%) surcharge of the total order value.
2.7. When placing your order, you are required to provide the following details ("Specifications") in your Order:
b. Position, colour and size of the logo
c. Sizes and colour of garments and/or items
d. Delivery dates
e. Delivery instructions
2.8. An Order Confirmation containing your specifications will be sent to you and is valid for fourteen (14 days) from the date of the quotation.
2.9. The Client is responsible for checking that the Order Confirmation is correct and returning a signed copy to Red Fish Marketing.
2.10. Red Fish Marketing will produce a Production Artwork Approval for the Client's approval based on the Client's Specifications which has all those relevant Specifications marked for checking.
2.11. The Client is responsible for providing written approval for the artwork.
2.12. One free change to the artwork is permitted.
2.13. Additional changes incur a $25 artwork fee per change. Once the artwork approval is approved, then no changes are possible.
2.14. Once the artwork is approved (with no changes required), the Order will be sent into production.
2.15. Red Fish Marketing will quality check order items during and post-production.
2.16. Post-production, the Order is shipped to the Client.
2.17. The Client will be notified of shipping and tracking information upon request.
3.1. Invoices must be paid within seven (7) days of the date of the invoice or before despatch, whichever occurs first unless Red Fish Marketing has approved a 30-day account.
Orders above $10,000
3.2. A fifty per cent (50%) deposit is required upon signing of the Order Confirmation.
3.3. The remaining balance is due before despatch.
Items manufactured overseas
3.4. Pricing for items manufactured overseas in confirmed orders is subject to review where there is an exchange rate variation of more than two per cent (2%) from the time of quotation.
3.5. All invoices are required to be paid by the due date on the Invoice or before despatch.
3.6. Payments can be made by EFT or Credit Card.
3.7. All fees are inclusive of GST.
3.8. All fees are quoted in Australian dollars.
3.9. Fees are subject to change if both parties agree to amend the Specifications.
4.1. You agree to supply the artwork within a reasonable time, as requested by Red Fish Marketing.
4.2. Red Fish Marketing requires finished artwork in the form of an EPS or PDF vector file.
4.3. Red Fish Marketing may charge additional fees if the requested artwork is not provided in the appropriate format or is not supplied in a reasonable time.
4.4. You warrant that the artwork you provide, or that is provided to us on your behalf, will not:
a. breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or
b. compromise the security or operation of our computer systems, through a virus or otherwise.
4.5. Artwork services include one free change after artwork has been sighted; additional changes will be charged $25 each.
4.6. Where the Client does not provide adequate Specifications or artwork, Red Fish Marketing may create the artwork for the Client.
4.7. Red Fish Marketing may charge $70 per hour for art services when the art supplied is unsuitable for order placement and needs to be redrawn or created.
5. APPROVALS, VARIATIONS AND PRE-PRODUCTION SAMPLES
5.1. You agree to provide timely approvals of the products and are required to provide acceptance in writing.
5.2. Red Fish Marketing will not proceed to the next stage of the Service until we receive your written approval to proceed.
5.3. Delay in providing the approval, implementation, content or feedback we require may result in:
a. a change to the delivery deadline set out in the Specifications, or
b. overtime or rush costs if the delivery deadline cannot be changed.
5.4. If the Client changes the Specifications, the changes will be treated as a "Variation".
5.5. Red Fish Marketing reserves the right to suspend work and review the Service fees where a Variation occurs.
5.6. Red Fish Marketing will discuss the Variation with you. Where required, we will issue an amended Specification to include the Variations and suspend services until we receive your written approval to proceed.
5.7. Examples of Variations include but are not limited to:
? Variations of fabric quality (fabric can slightly differ);
? Printing variations (fabric can have lint etc.);
? Colour variations of one model (individual items can slightly differ in colour);
? Shape (items with same sizes can vary);
? Weight of material (can vary slightly);
? Position differences (as some items are hand-printed/engraved or embroidered, so the position may vary);
? Printed colour may vary;
? Additional Service management time;
? Unplanned delays in obtaining approval, content, artwork or feedback resulting in rescheduling services and staff;
? Overtime required to meet deadlines due to delays by the Client providing approval, Client Content or feedback;
? Development work.
5.8. Due to the manufacturing process, the Client understands that Variations of finished products may occur from time to time.
5.9. From time to time, small changes incurring additional costs to the Service are required.
5.10. In most cases, Red Fish Marketing will obtain your approval for such changes and associated fees; however, at times, due to deadlines, Red Fish Marketing may proceed with the changes without securing permission.
5.11. Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at $70 per hour.
5.12. Pre-production samples are costly. It takes almost as much time to decorate one item as it does the entire order amount.
5.13. The price of a pre-production sample typically includes the setup cost plus product and minimum run costs.
5.14. Please speak to your Red Fish Marketing representative for more information about obtaining a Pre-production sample.
6.1. All products shipped from our warehouse are carefully inspected and signed out by the carrier.
6.2. Red Fish Marketing does not cover breakages once leaving our warehouse.
6.3. Red Fish Marketing ships to all major capital cities overnight, excluding WA, SA, NT and TAS. Please allow extra time for these destinations.
6.4. All orders are delivered to one destination.
6.5. Red Fish Marketing will distribute your Order to several destinations or separate the job into various quantities for you; however, a surcharge may be added to cover the extra time involved.
6.6. Please discuss charges with a Red Fish Marketing representative.
6.7. Red Fish Marketing is happy to expedite orders via airfreight or same-day VIP couriers at your cost added to your final invoice.
6.8. Freight is additional and is charged at cost ex. Sydney NSW.
6.9. From time to time and for certain approved orders or promotions Red Fish Marketing may offer free delivery.
6.10. Free shipping is offered for standard or overnight delivery to one metro location only (as stated on the order acceptance form). Some services may take longer than normal due to Pandemic restrictions on business activity, and Red Fish Marketing is not responsible for delayed delivery.
6.11. Where free delivery is offered or applied, the customer is responsible for any additional charges that may apply as a result of incorrect address information, failure to accept delivery or any other reason that results in delivery failure and redelivery.
7. CANCELLATION AND PRODUCT RETURNS
7.1. Due to the nature of promotional products and the customisation required for each product, cancelled orders are not refundable.
7.2. Where an order is cancelled for any reason, the Client is liable to pay Red Fish Marketing for all costs incurred by Red Fish Marketing up to the time of cancellation.
7.3. Refunds are not available for change of mind.
7.4. Refunds are not available for incorrect information or decisions made by the Client during the order process.
7.5. Red Fish Marketing undertakes to replace any faulty products or reimburse you for a percentage of any defective product delivered to you or is in a damaged condition.
7.6. Goods returned must be in the original condition as sent.
7.7. Items must be in original packaging and perfect, undecorated condition to be accepted for exchange.
7.8. If you wish to return a faulty or damaged product or cancel an order, you must notify us by emailing us to email@example.com within seven (7) days upon receipt of the products.
8. INTELLECTUAL PROPERTY AND SUPPLY OF CONTENT AND ARTWORK
8.1. Red Fish Marketing owns the intellectual property rights in all content created by Red Fish Marketing and goods ordered until the purchase price for such goods has been paid in full.
8.2. The risk in any goods supplied by Red Fish Marketing to the Client shall pass when such goods are despatched to the Client or into the custody of another party on the Client's behalf.
8.3. You must not, without our prior written consent:
a. adapt, create derivative works from or merge templates or other Intellectual Property;
b. use the Intellectual Property for any purpose other than the specific purpose for which Red Fish Marketing has provided it
c. reverse engineer, disassemble or decompile the Intellectual Property;
d. distribute, lend, resell, transfer, assign or sublicense the Intellectual Property, or allow any other person to use it; and
e. remove or attempt to remove any proprietary or copyright notices or any labels on the Intellectual Property.
Third-party intellectual property rights
8.4. Red Fish Marketing does not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party's Intellectual Property Rights or any person's Moral Rights.
8.5. Red Fish Marketing will advise you if we become aware of any infringement.
8.6. You agree to allow Red Fish Marketing to use the Services provided for promotional and portfolio purposes.
8.7. As part of the Services, Red Fish Marketing may place your company logo and case study on its website or promotional collateral for promotional purposes, and you irrevocably authorise Red Fish Marketing to do so.
8.8. You agree to provide feedback or testimony upon request after the release/closure of the Service.
Archiving and Retrieval
8.9. Red Fish Marketing will endeavour to store or archive all electronic files used in the production of your Order.
8.10. Red Fish Marketing provides no guarantee that any stored or archived files can be retrieved in the future.
8.11. Once your order is fulfilled, archiving and storage of files, database, and file copies become the Client's responsibility.
8.12. An additional cost will apply for file retrieval requests after the Order is fulfilled.
9. WARRANTY DISCLAIMER
9.1. If a product supplied is not as described, we may, at our discretion, choose to offer a replacement product, or offer to remake the product or choose to offer partial or full refund depending on the situation and product.?
9.2. While Red Fish Marketing takes every care in finding the right supplier for its Client's need, you should be aware of various risks associated with sourcing as numerous external factors can impact product delivery and timelines.
9.3. We source products according to the Client stated Specifications. Therefore, it is the Client's responsibility to ensure product compliance according to their needs and market requirements.
9.4. Nothing in this Agreement excludes, restricts or modifies your statutory rights.
9.5. Subject to your statutory rights, Red Fish Marketing expressly disclaims all warranties and representations of any kind concerning the Services or arising out of the course of performance of services, including any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.
10. LIMITATION OF LIABILITY AND WARRANTY
10.1. To the fullest extent permissible by law, Red Fish Marketing is not liable (whether in contract or tort) for:
a. faults or defects in any services or goods provided by third parties in connection with this Agreement; or
b. any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Red Fish Marketing knew of the possibility of such loss and whether or not such loss was foreseeable).
10.2. To the fullest extent permissible by law, in no event will Red Fish Marketing's liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this Agreement exceed the amounts paid by the Client to Red Fish Marketing for the Service;
10.3. Red Fish Marketing makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken under the Agreement.
10.4. To the fullest extent permitted by law, Red Fish Marketing's liability for a breach of a non-excludable condition is limited to:
a. the supplying of the Services again; or
b. payment of the cost of having the services supplied again.
10.5. Either Party's liability for any claim relating to the Agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
11.1. You indemnify Red Fish Marketing in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis) in connection with any of the following:
a. any breach of this Agreement.
b. Your negligent acts or omissions; or
c. Your use of Services, including third-party claims arising out of your use of the Service; or
d. Breach of third-party intellectual property rights.
11.2. You indemnify and agree to keep Red Fish Marketing, its directors, officers and employees indemnified against all loss arising from actions taken performing Services.
12.1. Each Party agrees to keep confidential and not to use or disclose except as allowed by this Agreement, any Confidential Information of the other Party unless required to do so by law.
12.2. The parties agree not to disclose these terms and conditions (including any schedules) or details of a Service, Specifications or Order Confirmation.
13. DISPUTE RESOLUTION
Both parties agree:
13.1. To contact the other Party immediately with any concerns to be resolved quickly and effectively through friendly consultation.
13.2. In the event of a dispute, both Parties agree to the following Dispute Resolution Procedure:
a. To advise the other Party in writing of the nature of the dispute, the outcome you seek and what actions you believe will settle the dispute.
b. To meet in person or Zoom in good faith to resolve the dispute by Agreement and compromise.
13.3. If the Parties cannot resolve a dispute by negotiation and discussion within fourteen (14) days, both parties agree to proceed to mediation with the assistance of an accredited mediator, and we agree to share the costs of mediation equally.
13.4. If we cannot agree on a mediator, we will request a mediator appointed by the Law Society of New South Wales.
13.5. Litigation is a last resort and may not be commenced until, in the opinion of the appointed and accredited Mediator, the potential for negotiation and mediation have been exhausted.
13.6. Both Parties agree that any dispute or issues will be confidential between the Parties and the Mediator.
13.7. To protect both parties' professional reputation and relationship, both Parties agree to refrain from discussing any dispute or related issues or disrespectfully referring to each other on any social media or a public forum.
13.8. Litigation via the court process may only be considered after a genuine attempt at mediation bought by either Party is unsuccessful.
13.9. Confidentiality is paramount to both parties personal and professional reputation and standing in their business and community.
13.10. At no time will any communications or discussions be made public, including but not limited to any social media platforms or websites of either Party.
13.11. Any public discussion or comments about either party will be considered defamatory, harmful or otherwise damaging and will be the subject of compensation in any mediation or litigation claim
14.1. A party may terminate this Agreement by notice in writing to the other Party if:
a. the other Party commits a material breach of this Agreement that is capable of remedy (including failure to pay any amount due under this Agreement) and fails to remedy that breach within fourteen (14) days after receiving notice from the other Party to do so;
b. the other Party commits a material breach of this Agreement that is not capable of remedy, or
c. the other Party becomes Insolvent.
14.2. Red Fish Marketing may terminate this Agreement if:
a. you do not provide any information or materials requested within a reasonable time after being asked to do so; or
b. Red Fish Marketing considers that confidence and trust no longer exist.
14.3. Upon termination of this Agreement:
a. our obligation to carry out the Service ceases;
b. each Party's rights and obligations accrued before termination are not affected;
c. the licence granted terminates;
d. any unpaid invoice owed to Red Fish Marketing must be paid, including payments for any minimum term of advertising or services;
e. failure to do so may result in Red Fish Marketing registering this default with a credit reporting agency; and
f. each party must immediately return to the other Party (or destroy or delete as the other Party directs) all Confidential Information of the other Party in its possession or control, except to the extent that the Party needs to keep such information to comply with its record-keeping obligations.
15. FORCE MAJEURE (UNCONTROLLABLE EVENTS)
15.1. A Force Majeure event is an event outside either Party's control that delays or hinders the ability to perform its obligations under this Agreement.
15.2. A Force Majeure event includes but is not limited to fire, flood, earthquake or similar natural disasters, riot, war, terrorism, civil strife, labour disputes or disturbances, industry-wide material or services shortages outside our reasonable control, an outbreak of pandemic disease, governmental regulations, communication, technology or utility failures.
15.3. Red Fish does not breach this Agreement for the delay in performing or failing to perform any of its obligations if such delay or failure results from Force Majeure events.
15.4. Upon the occurrence of any Force Majeure Event, Red Fish Marketing will notify the customer of the inability to perform or of delay in delivering products and services.
15.5. Red Fish Marketing shall propose revisions of the delivery schedule for products or services or termination of undertakings under this Agreement where performance is deemed impossible because of the duration or effect of the Force Majeure event.
15.6. Where this Agreement terminates as a result of a Force Majeure event, Parties agree every effort will be made by both parties to negotiate a financial arrangement to mitigate and share any loss resulting from the Force Majeure event.
16.1. This Agreement does not create a relationship of employment, agency or partnership between the parties.
16.2. Red Fish Marketing may sub-contract our obligations under this Agreement.
16.3. This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia.
16.4. Each Party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales.
By confirming your quote, you agree to the terms contained in this Agreement.
Red Fish Marketing