Infocus Design and the client agree that any services Infocus Design provides to the client is to be governed by the following terms and conditions (Terms). 
1. Definitions
     1.1  Agreement means the agreement between Infocus Design and the client constituted by the Proposal, and these Terms.
     1.2  Project means the project undertaken as part of the Services such as an exhibition, show, or other event.
     1.3  Proposal means the individualised service specifications and terms outlined in a quote or other document provided by Infocus Design to the client, which on acceptance by the client in writing or by conduct forms part of the Agreement.
     1.4  Proposal Fee means the fee for Services specified in the Proposal. 
     1.5  Services means any services Infocus Design provides to the client (and whether before or after entry into the Agreement), and (where applicable) includes services provided in addition to services specified in the Agreement and products provided as part of the services.
2. Pitching
When responding to a client brief or pitch, Infocus Design requires notification on whether the pitch is competitive or exclusive. If competitive, the client must provide to Infocus Design information on how many other suppliers are engaged in the pitching process.
3. Acceptance
     3.1  The Agreement commences on Infocus Design’s written acceptance of an order for Services submitted by a client or, in urgent client circumstances, Infocus Design may, by verbal agreement, commence the work set out in the Proposal.
     3.2  A client will submit an order to Infocus Design for Services pursuant to this Agreement. 
4. Intellectual Property
     4.1  All design concepts remain the property of Infocus Design and must not be shared externally unless prior written permission is gained from Infocus Design.
     4.2  Intellectual property and copyright in all drawings, reports, specifications, designs, and other documents (Materials) provided by Infocus Design in the provision of the Services are, and remain, Infocus Design’s property. 
     4.3  Subject to the client complying with its obligations under the Agreement, Infocus Design will provide to the client a nonexclusive, non-transferable license to use the Materials for the purposes described in the Proposal. 
     4.4  The client must not use, or make copies of, the Materials in connection with any work not included in the Proposal without Infocus Design’s prior written consent. 
     4.5  If the client is in breach of any obligation to make a payment to Infocus Design, or on termination of the Agreement, Infocus Design may revoke the license to use the
Materials and the client must immediately return to Infocus Design all originals and copies of Materials provided as part of the Services.
5. Quotations and Engagement
     5.1  Quotations are calculated exclusive of GST. If GST is payable on the Services, the client must pay an additional amount to Infocus Design equivalent to the GST liability incurred. 
     5.2  Quotations are valid for 30 days from issue.
     5.3  The client is responsible for paying all charges associated with utilities used in or for the Project including electricity, gas and water. Infocus Design will notify the client (whether by
invoice or otherwise) of the amount of those charges, upon which notice the charges become payable within 7 days of the notice.
6. Payment Terms
     6.1  The client will pay 50% of the Proposal Fee (or other amount as agreed in the relevant Proposal or as otherwise permitted by Infocus Design) on the date specified in the Proposal. This engagement fee is a non-refundable payment.
     6.2  Upon completion of the Services the remaining 50% balance of the Proposal Fee is due and payable by the date specified in the Proposal (or in Infocus Design’s invoice or if no such
date is specified, within 7 days of the invoice date) or such other amount, including the full amount, if Infocus Design has allowed the client any other payment arrangement. 
     6.3  If any payment (under this clause or any other clause requiring payment to Infocus Design under this Agreement) is not made by the due date then (without prejudice to any other rights Infocus Design has under law) Infocus Design is entitled to terminate or suspend any further delivery of the Services (or in Infocus Design’s discretion, part of the Services) to the client. 
7. Disbursements
     7.1  Infocus Design will invoice the client for disbursements reasonably or necessarily incurred in connection with performing the Services. 
     7.2  Infocus Design will use its reasonable endeavours to specify all potential disbursements in the Proposal but any such specification does not limit the disbursements that may become payable by the client. 
     7.3  The client agrees to pay for disbursements in accordance with the relevant invoice, and by the date specified on the invoice or if no such date is specified, within 7 days of the invoice date. 
8. Collection Costs
In the event that Infocus Design incurs fees, costs or disbursements in an effort to collect any payment the client owes, the client agrees to indemnify Infocus Design for these expenses.
9. Fees for Service and title to products
     9.1  If work undertaken by Infocus Design at the client’s request exceeds the items specified in the Proposal and the Proposal Fees, the client will pay all reasonable fees for the excess work, and Infocus Design will notify the client of these additional fees. 
     9.2  The client will be notified of increases in the scope of the Services, a new quote will be issued and written approval must be obtained from the client before new work commences. The client acknowledges that Infocus Design’s provision of the increased scope of Services may be delayed if the client’s approval is delayed.
     9.3  If any products are included as part of the Services, title to those products passes to the client on full and clear payment of all amounts due under clauses 6, 7, 8, and 9.
10. Termination and Suspension Policy
     10.1  Without limiting Infocus Design’s rights under any clause of the Agreement, either party may terminate the Agreement: 
               (a) in the event of a substantial breach by the other party of its obligations and (for remediable breaches) which breach has not been remedied within 30 days of a written notice requiring the breach to be remedied; or 
               (b)  without cause upon giving the other party 30 days’ written notice of its intention to do so. 

     10.2  Infocus Design may suspend or terminate its obligations under this Agreement in the event of: 
               (a)  monies payable to Infocus Design for or in relation to the Services being outstanding for more than 60 days; or
               (b)  the client not providing Infocus Design with necessary information, access, or equipment that Infocus Design requires to perform the Services and such suspension will continue until Infocus Design receives the necessary information, access, or equipment or until the Agreement is terminated.

     10.3  Infocus Design may terminate the Agreement immediately if it reasonably believes that the client is, or is about to become, insolvent and unlikely to be able to pay its debts.
11. Termination Costs
     11.1  In the event of a termination of this Agreement, the client must pay for any: 
               (a) Services performed or delivered;
               (b) costs of any items ordered as part of the Services but not supplied which Infocus Design has ordered in relation to the Services; 
               (c) variation in the Proposal Fee where the Proposal Fee was based on a certain amount or number of Services being provided but the client has reduced the Services and therefore any discount built into the Proposal Fee will not apply; and
               (d) any other direct costs, losses, or expenses incurred by Infocus Design as a result of the termination up to and including the date the Agreement terminates.
     11.2  Following termination, title to each product or item the client pays for under this clause 11 (including products provided as part of the Service) will pass to the client on receipt of full and clear payment in accordance with clauses 6.1, 7, 8, 9, and 11.1.
12. Inventory Management
     12.1  All good/materials stored by Infocus Design for the client will incur additional charges for warehousing, cartage and material handling as Infocus Design reasonably determines.
     12.2  All such goods/materials are accepted for storage by Infocus Design entirely at the risk of the client and no liability whatsoever is accepted by Infocus Design.
13. Publicity
     13.1  The client consents to Infocus Design’s use of a general description of its Services and general images of the Services, in Infocus Design’s internal and external marketing materials. 
     13.2  Neither party may otherwise use the name, trade marks, or trade names of the other, in part or in whole, without the other party’s prior written approval.
     14.1  Infocus Design does not permit the client to visit the installation site prior to completion and while building hazards are present. If the client chooses to visit the site at this time, Infocus Design is not responsible for any injuries to the client and its staff that may arise from a hazardous work site.
     14.2  Infocus Design is responsible only for its activities and that of its employees and no term may be implied to the effect that Infocus Design has any responsibility for job site safety which is the responsibility of the client or its agents or contractors, or the organisers of the venue relevant to where any Services are to be performed. 
     14.3  The client may provide in advance any environmental, health, or safety policies or procedures it requires Infocus Design to abide by during provision of the Services. 
     14.4  If no policies or procedures are provided, or if Infocus Design determines at its discretion that the policies or procedures provided are unsuitable for any reason, Infocus Design will abide by its own policies and procedures in the provision of the Services. 
     14.5  If in Infocus Design’s reasonable opinion it is unsafe to continue, Infocus Design may suspend the Services without penalty until the unsafe condition is rectified. 
     14.6  At no time is Infocus Design deemed to be in control of the Project site unless by prior written agreement in connection with specific Services.
15. Liability limitation
     15.1  The client must give notice to Infocus Design of any defect in the Services within 3 days of becoming aware of the defect.
     15.2  In this clause 15, ACL means the Australian Consumer Law contained within the Competition and Consumer Act 2010 (Cth) and all equivalent State and Territory legislation.
     15.3  To the fullest extent permitted by law, all warranties and conditions, whether express or implied (whether by statute, common law, equity, trade, custom, usage or otherwise), in relation to Infocus Design’s supply of Services to the client are expressly excluded.
     15.4  Any liability of Infocus Design to the client arising out of or relating to the supply of Services to the client, whether arising in contract, tort, equity, statute or otherwise, is in all cases limited to:
               (a) In the case of the supply of goods (within the meaning of the ACL) as part of the Services, one or more of the following (at Infocus Design’s election):
                         (A) the replacement of the goods or the supply of equivalent goods;
                         (B) the repair of the goods;
                         (C) the payment of the cost of replacing the goods or of acquiring equivalent goods;
                         (D) the payment of the cost of having the goods repaired,

               (b) In the case of the supply of services (within the meaning of the ACL), one or more of the following (at Infocus Design’s election):
                         (A) the supplying of the Services again;
                         (B) the payment of the cost of having the Services supplied again.
     15.5  Without limiting clauses 15.3 and 15.4, Infocus Design is not (to the fullest extent permitted by law) responsible or liable for indirect, special, or consequential damages arising out of or in connection with the use or performance of the Services or other damage with respect to any economic loss, payment of liquidated sums or damages under any other agreement, loss of property, loss of revenue or profit, loss of the benefit of any contract, loss of enjoyment or use, cost of removal, installation or other consequential damage of any nature (Consequential Loss).
     15.6 Where the ACL does not apply, to the maximum extent permitted by law: 
               (a) subject to paragraphs (b), (c) and (d) below, the liability of Infocus Design, its employees, officers and directors arising out of the performance or non-performance of the Services, whether under law of contract, tort or otherwise, is limited in aggregate to the fees paid to Infocus Design under the Agreement; 
                         (b) Infocus Design is not under any circumstance liable to the client in respect to any Consequential Loss; 
                         (c) Infocus Design is deemed discharged from all liability in respect of the Services, whether under the law of contract, tort, or otherwise, on the expiration of 1 year from the completion of the Services, the date of invoice in respect of the final amount claimed by Infocus Design pursuant to clause 6.2, or the termination of this Agreement, whichever is earliest. The client is not entitled to commence any action or claim whatsoever against Infocus Design or any employee, agent, or subconsultant of Infocus Design in respect of the Services after that date. 
16. Indemnity
     16.1 To the full extent permitted by law, the client indemnifies Infocus Design and keeps Infocus Design indemnified from and against any liability and any loss or damage Infocus Design may sustain, as a result of any breach, act, or omission, arising directly or indirectly from or in connection with any breach of any of the Agreement by the client or its representatives.
     16.2  Without limiting clause 16.1, the client is liable for (and indemnifies Infocus Design in respect of) any damage the client causes to any Project items (including hire furniture damaged or not returned). 
17. Insurance and risk
     17.1  The client is responsible for insuring its own property.
     17.2  Risk in any products forming part of the Service passes to the client on their delivery to the client’s premises, to the Project location, or to any other location the client directs the products to be delivered. 
     17.3  The client is responsible for insuring the products delivered to the client as part of the Service. The client is fully responsible for any loss of or damage to the products (however occasioned). 
     17.4  The client must effect and maintain at all times during the term of the Agreement, public risk insurance relating to the products forming part of the Services, and their use in any Project, of not less than $10,000,000 for any one Project.
18. Goodwill\
     18.1  This proposal assumes goodwill and timely communication from both Infocus Design and the client regarding:
               (a) what can reasonably be achieved in a given time frame; and
               (b) making the best use of resources to achieve the most effective outcomes.
19. Confidentiality
The client and Infocus Design agree that they must not disclose to third parties or use for any purpose (other than providing or benefiting from the Services) any information provided by the other unless required by law, or the information is already available to the public, or the owner of the confidential information consents to the disclosure. 
20. Amendments to the Agreement
All and any agreed amendments to the Agreement must be provided in writing by the client and (if Infocus Design consents to such amendment) signed by an authorised representative of Infocus Design prior to the amendment coming into effect.
21. Force Majeure
Infocus Design shall not be liable for any failure or delay in supply or delivery of Services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever
outside the reasonable control of Infocus Design, including war, natural disasters, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, pandemics, public health orders, accidents of any kind or any act of terrorism.
22. General
     22.1  The Agreement is the entire Agreement between the parties for the provision of the Services and supersedes all other agreements, representations, correspondence, and discussions
in connection with the Services. In particular, no terms incorporated into or referenced by any order, however and whenever presented, at any time operates to amend or substitute for the terms of the Agreement (unless Infocus Design expressly consents in writing to such order amending the Agreement).

     22.2  The failure or delay by Infocus Design to enforce any provision of the Agreement may not be treated as a waiver of that provision, nor affect Infocus Design’s right to subsequently enforce that provision. 
     22.3  If any provision of these Terms are invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
     22.4  The governing law is New South Wales.
     22.5  The client is not entitled to set off against, or deduct from any monies owing to Infocus Design, any sums owed or claimed to be owed to the client by Infocus Design nor to withhold payment of any invoice because part of that invoice is in dispute.
     22.6  The client must not license or sub-contract all or any part of its rights and obligations under the Agreement without Infocus Design’s prior written consent.
     22.7  The client acknowledges that due to the nature of the Services, Infocus Design may subcontract parts of the Services without requiring the client’s consent. 
     22.8  The client must not assign or purport to assign any of its rights under the Agreement without Infocus Design’s prior written consent. 
     22.9  The client warrants that it has the power to enter into this Agreement.