Terms and Conditions
of Sale
The Terms and Conditions in this document reflect the common business practices of Danthonia Designs (“Danthonia/we/our/us”) that apply unless other arrangements are made in writing with the client (“you/your”) and, in which case, are subject to those arrangements. These Terms and Conditions apply to you as amended from time to time.
Consultation: Prior to offering specific quotations or commencing design work, we may request information that provides a basis for accurate quotations and effective designs. If a site visit is required we may require reimbursement of costs, or other commitment, to be formalised prior to the visit.
Quotation: Unless otherwise specified, quotations are valid for 90 days if there has been no change to specifications. Prices firm for completion within 180 days; extension of this timeframe may give rise to a variation that will be mutually agreed to and approved in writing by both parties. Deadlines for special discount offers are determined on a case-by-case basis. Quote is based on the scope of work detailed in this document; any deviation or additional work to this scope will be considered a variation and will be mutually agreed to and approved in writing by both parties. We reserve the right to decline to quote.
Copyright: In accordance with Australian and international law we hold the copyright on any design, sketch, artwork, or other creative work we have furnished unless we agree to other arrangements in writing. When you engage us to provide a design and fabricate a sign using this design, we grant you an exclusive, irrevocable licence to use this design for the sign, and also for labels, brochures, stationery, websites, garments, and other non-signage use. We reserve the right to be the sole fabricator of any sign we have designed and to display our work or images of our work for promotional purposes. Where you have engaged us to provide a design specifically for a sign, it will be fit for this purpose, and we do not warrant that it will be suitable for other applications. When you have engaged us to provide a design to be used generally as a logo, we will supply a design that meets the application criteria. All drawings showing our trademark are our intellectual property and may not be copied, reproduced, or forwarded to others by any means without our express permission. In cases where a logo, artwork, or other elements are provided by you to us, you warrant that the subject matter is not copyrighted by a third party or that you have been granted permission to use the copyrighted material on your sign. To support these warranties, you agree to indemnify us in any legal action connected with copyright infringement by you involving the work produced.
Design Approval: If you engage us to do design work we will submit designs for your review based on pricing schedules we provide to you. If the original design assignment or specifications change significantly during the design process, or more revisions are required than our pricing schedule allows, additional design fees may apply. You (in writing or via down payment) will confirm approval of a final design drawing before fabrication work begins. Samples and prototypes requested by you may incur additional charges.
Client Errors / Alterations: We accept no responsibility for undetected errors on a final design drawing that you have approved. Alterations you request after approving a final design drawing may incur additional charges.
Colour Matching: Because of differences in computer screens, printed samples, and actual paint colours, a slight colour variation between the submitted design and the completed work is to be expected. When closer colour matching is required, you will submit colour chips or PMS numbers. We will then make a close match within the limits of our current paint supplier.
Sign pictorials: Many of our signs include original custom artwork. The sketch that is approved during the design process is assumed to be a “rough draft” or an “artist’s study” submitted to you prior to creation of the actual “work of art”. Since this sketch is usually done in coloured pencil or watercolour, it will not exactly match the final work, which is done in weather-resistant acrylics, and may include sculpting. The final work is assumed to be an improvement over the sketch you approved, and will therefore be a reasonable, but not an exact, match. Where the outcome of final artwork is more critical, we (upon your special request) can send a photograph of the final artwork to you for approval prior to attaching it to the sign. Additional charges may apply.
Payment terms: Payment terms will be according to the offer we make to you in our quotation document. If we offer you terms which include final payment upon completion and successful operation of the sign, you must have a representative available to confirm successful operation within 24 hours of completion of installation, and approval must not be unreasonably withheld. If we offer you terms of any form of payment “upon completion of fabrication”, the fabrication of the sign will be considered “complete” once photos of the sign have been seen and approved by you prior to shipment. Approval of sign is a confirmation by you that the finished product has been fabricated in accordance with approved drawing, and any failure to approve a completed sign may only be based on non-conformance with approved final design drawing or specification. If you fail to approve the completed works without reasonable cause, then the date upon which we notified you that the works were complete shall be the approval date. If the invoice is not paid in full by the due date, then all outstanding monies owed to us become payable immediately and interest at 15% per annum shall accrue on the total amount from the date of invoice. If full payment is not received, we reserve the right to remove all goods supplied whilst still pursuing our claim for the outstanding amount plus interest, plus any costs associated with the removal of goods. Should you cancel an order or part of an order placed with us, we reserve the right to charge a handling charge in respect to the goods cancelled from that order. Cancellation does not release you from obligation to settle those parts of the order already produced.
Production Schedules: We will establish a production schedule after you approve the final design drawing and we receive any required down payment. We will give you an honest time estimate for the completion of your sign(s), and will do our best to meet tight deadlines, but we accept no liability or penalty for missed deadlines. Further, we accept no responsibility for delays related to shipping, customs, third party installations, or other causes beyond our control.
Outside Purchases: Any outside purchases and/or subcontracted services related to the work, as requested or authorized by you, are chargeable.
Transfer of Title: Signage becomes your property once we have received all payments due. Where we arrange shipping for your sign, we are responsible for the safety of this property until it is delivered. We accept no responsibility for the care of signs that remain uncollected for longer than 14 days unless arrangements have been made in writing.
Permission: You must identify and secure any necessary approvals (e.g., from building owners, local authorities, road authorities, etc.) related to sign installation. You may make arrangements for us to obtain such permissions at additional cost to you.
Storage: We will store completed signs for 30 days at no cost, after which we will charge a weekly fee unless arrangements have been made in writing.
Installation by Client: In cases where you arrange sign foundation(s) and/or installation(s), we strongly recommend that all work be undertaken by suitably qualified professionals. We accept no responsibility for work arranged/carried out by you.
Installation by Danthonia: In cases where you ask us to coordinate any aspects of the installation, we may subcontract the necessary engineering and work to local professionals. Installation quotations allow for excavation into obstruction-free earth. Any subsurface services, rock, shale, or clay substrates found whilst excavating will incur additional charge. Local government and road authority road closure permits, footpath work permits, site inductions, site specific certificates, engineering certification, or other installation related permits may be required and are not included in the quotation unless otherwise stated. Installation quotations allow for flat and level access without any obstructions to the sign location, normal working hours (7:30am-5:00pm), and continuity of work and installation.
Web-based Control Software for LED signs: If you purchase an LED sign, we will provide you with access to web-based control software to update the LED sign (“the Software”) as a free service. This Software is provided in collaboration with third party suppliers. We will at all times use all reasonable endeavours to ensure there is no interruption to this service and in the event that this service is temporarily unavailable, to rectify any problems within our control as soon as possible. This service may be temporarily unavailable for maintenance, either by us or by our third party supplier, or because of other causes beyond our control. Given this, we provide this service with due care and skill, but do not guarantee that it will be continuous or fault free. We accept no liability for events or disruptions to service due to circumstances outside our control, and we recommend against using this service in fail safe conditions. If our third party supplier cancels this service, we will use our best endeavours to obtain an alternative source and may cancel the service provided to you by giving you as much written notice as reasonably practicable. For the duration of the warranty period of your sign we will ensure that the Software enables you to update your sign as described above, or provide you with an alternate method to update your sign.
Terms of Use for website control for LED signs: In relation to your use of the Software described above, you must:
1. ensure that you provide us with accurate, complete, and updated registration information.
2. ensure that your username and password is protected from unauthorised use.
3. not select or use as a username a name of another person with the intent to impersonate that person, or use a username subject to any rights of a person without appropriate authorisation.
4. not use this service or related software in any manner that:
a. Violates any statute, ordinance, or regulation, including but not limited to laws and regulations related to export, spamming, privacy, consumer and child protection, competition and trade practices, obscenity or defamation; or
b. Is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, or similarly offensive.
5. not violate or attempt to violate the security of the Software, including, but without limitation:
a. Accessing data not intended to be accessed by you, or logging into a server or account which you are not authorised to access;
b. Attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation;
c. Attempting to interfere with, disrupt, or disable service to any third party, host or network, including, without limitation, via means of overloading, ‘flooding’, ‘mail-bombing’ or ‘crashing’;
d. Forging any TCP/IP packet header or any part of the header information in any email;
e. Taking any action in order to obtain services to which you are not entitled; or
f. Sending any virus, worm, Trojan horse, or other harmful code or attachment.
6. not alter, tamper, reverse engineer, repair or attempt to repair the services provided or cause, or allow a third part to do any of these acts.
If you use this service contrary to these terms, the service may be suspended or terminated with immediate effect.
Licence Terms: The Intellectual Property Rights and any other rights in the Software and any other hardware or software supplied by us and used in connection with the Software are, and will at all times remain the property of Danthonia Designs, or its licensors and suppliers. You are granted a non-exclusive licence to use the Software for your own internal business purposes. You must not use the Software in any manner that infringes the Intellectual Property Rights or rights of publicity or privacy or other proprietary rights of third parties. You must not, directly or indirectly:
1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Software or any technology related to the Software (“Technology”, including documentation);
2. modify, translate, or create derivative works based on the Software or Technology; or
3. copy (except for reasonable archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Software or Technology;
4. use the Software or Technology for timesharing or service bureau purposes or otherwise for the benefit of a third party, unless expressly authorised; or
5. remove any proprietary notices or labels with respect to the Software.
You must not use the Software or Technology or access it, as applicable, in order to build a competitive product or service, build a product or service using similar ideas, features, functions or graphics of the Software, or copy any ideas, features, functions or graphics of the Software.
Responsibility for material displayed on LED signs: You are responsible for the material and content published on LED signs. We do not monitor or exercise any control over what you display on your sign, and so we accept no responsibility for the content displayed by you on these signs.
Returns Policy: As signs are custom made, we will give no refunds if you have simply changed your mind. However, if we fail to meet a consumer guarantee, we will provide you with a remedy to put right the fault, deficiency, or failure to meet an obligation under the Warranty we provide to you.
Liability/Disclaimer of Implied Warranties: To the extent permitted by law, we exclude all implied conditions and warranties. We warrant only that our work will conform to the description contained in the approved final design drawing and specification, and that we will meet our obligations to you under the Danthonia Designs Warranty. Our maximum liability, whether by negligence, contracts, or otherwise, arising from the conduct of Danthonia Designs, our employees, agents, or subcontractors, will not exceed the return of the amount invoiced for the work in dispute, or the requirement to meet our obligations to you under the express Danthonia Designs Warranty. Under no circumstances will we be liable for specific, individual, indirect, pure economic, or consequential damages.
Liability for “consumers” under the Australian Consumer Law (ACL): However, if you are a “consumer”* for the purposes of the Australian Consumer Law, consumer guarantees apply and our liability for a breach of a consumer guarantee is limited to, so far as is fair or reasonable: Replacing or repairing the sign; Reimbursing you for repairing or replacing the sign; Re-supplying any services provided; or Reimbursing you for paying someone else to supply the services. Where the problem with the good or service is minor, we may choose between providing a repair or offering you a replacement or refund. Where there is a major failure, you are entitled to choose to do one of the following: Reject the sign or services and get a refund; Reject the sign and get an identical replacement, or one of similar value if reasonably available, or Keep the sign and get compensation for the drop in value caused by the problem. We will not be liable to compensate you for loss or damage due to a breach of a consumer guarantee, where the cause is: Unrelated to the sign(s) or service(s) provided to you; Something outside human control after the sign left our control and/or after the services were provided; or An act, default or omission, or representation made by any persons or company other than Danthonia Designs, in relation to the supply of our services.
Dispute Resolution: If a dispute arises that cannot be resolved promptly, either party may notify the other party of a formal dispute, and nominate a senior executive to meet within 7 days of the notice (or another agreed period) to try to resolve the dispute. If the dispute remains unresolved, the parties must try to resolve it by mediation administered by the Australian Commercial Disputes Centre according to its mediation guidelines.
*A “consumer” for the purposes of the ACL, is a person who meets the definition in section 3 of the ACL by purchasing goods or services which cost less than $40,000, or cost more than $40,000 but are of a kind ordinarily acquired for domestic, household, or personal use or consumption.