Terms and Conditions
Important Notice: This document sets out the terms and conditions upon which UPD8 Design Pty Ltd ACN 670 269 146 trading as Story Lab (“We”, “Our”, “Us” and “Story Lab”) will provide Services to its clients (“You”, “Your” and “Clients”). These terms and conditions create important legal rights and obligations upon us, as well as you. By agreeing to our Proposal, you offer to enter into the following terms and conditions with us. If you decide to use our Services, these terms and conditions become a legally binding agreement between you and us. You expressly acknowledge that you have read this notice and understand the rights, obligations, terms and conditions set forth herein.
1. Definitions and interpretation
Definitions
1.1 The following definitions apply in these terms and conditions unless the context provides otherwise:
Builder means any qualified builder or building company that the Client has engaged or does engage for advice and/or construction works arising out of or in connection with the Works.
Business Day means a day (other than a Saturday, Sunday, or public holiday) when banks in the capital city of the Queensland are open for business.
Change of Control means, in respect of a particular entity, a person who Controls that entity ceasing to do so or another person acquiring Control of it.
Claim means any demand, allegation, action, proceeding, liability, loss, cost, or expense of any kind, whether present or future, actual or contingent, and whether arising under contract, tort, statute, equity or otherwise.
Client means the party that is the recipient of the Services provided by Story Lab in accordance with the Contract.
Confidential Information means all information relating to a party to this Contract, and any customers, clients, suppliers, distributors or joint venture partners of the party which:
(a) is specifically designated by any of them as confidential; or
(b) by its nature, may reasonably be regarded as confidential,
howsoever that information is received, contained or obtained.
Concept Design means the illustrative designs generated by Story Lab during the Concept Design Stage as set out in the Proposal.
Concept Design Stage means the stage of the Works in which Story Lab provides the initial design and implements the Client’s feedback as set out in the Proposal.
Contract means the contract between Story Lab and the Client comprising the Engagement Documents, the Proposal, and these terms and conditions.
Control has the meaning given in Section 50AA of the Corporations Act.
Corporations Act means the Corporations Act 2001 (Cth).
Default Rate means a fixed rate of 15%.
Design Change means one or more requests by the Client to alter, amend, vary, or otherwise change a Concept Design which results in Story Lab issuing an amended Concept Design incorporating the Client’s request or requests.
Engagement Documents means, unless the parties expressly agree otherwise:
(a) where a written request is issued, the written document(s) issued by the Client to Story Lab which:
(i) detail the Client’s requirements for the provision of Services by Story Lab; and
(ii) either request Story Lab to provide, or accept Story Lab ’s offer to provide, those Services to the Client,
including all documents attached to or incorporated by reference into those written documents and which may include the Proposal; and
(b) where a verbal request is made, means the information provided verbally, and the information contained in any documents to which Story Lab ’s attention is directed.
- Event of Default means any of the following:
(a) committing any material or persistent breach of these terms and conditions;
(b) repudiating or, in the reasonable opinion of Story Lab, evincing an intention to repudiate the Contract;
(c) if the Client is a Company, undergoing a Change of Control without prior written consent of Story Lab;
(d) providing false or misleading information to Story Lab; and/or
(e) an Insolvency Event occurring in respect of the Client.
Expenses means the expenses Story Lab incurs in connection with the provision of the Services, including any disbursements, application fees, third-party fees, or other amounts incurred by Story Lab.
Fees means the fees as set out in the Proposal and any fee for Out-of-Scope Work if applicable.
Force Majeure Event means any event or circumstance beyond the reasonable control of a party that prevents or delays the performance of that party’s obligations under this Contract, including acts of God, natural disasters, war, terrorism, industrial disputes, government actions, or failure of public utilities or transport systems.
GST has the same meaning given to that expression in the GST Law.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth), as in force from time to time.
GST Law has the same meaning given to that expression in the GST Act.
Hourly Rates means the hourly rates set out in Schedule 1 of this document.
Initial Concept Design means the first Concept Design Story Lab provides to the Client in accordance with the Proposal.
Insolvency Event means, in respect of a party, any of the following events or any analogous event:
(a) where the party is an individual, that party commits an act of bankruptcy or is declared bankrupt or insolvent or that party’s estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency;
(b) where the party is a Story Lab, a resolution is passed or court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law;
(c) a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or
(d) the party is otherwise unable to pay its debts as and when they fall due.
In-Scope Work means work that has been expressly and specifically designated as being within the scope of the Services and otherwise as set out in the Proposal.
Intellectual Property Rights means all present and future rights in relation to copyright, patents, trademarks, designs, trade secrets, know-how, and any other rights resulting from intellectual activity in the industrial, scientific, literary, or artistic fields, whether registered or unregistered and including any applications for registration.
Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty, diminution in value, deficiency or other liability of any kind or character, whether arising in contract, negligence, tort, equity, statute or otherwise; and that a party pays, suffers or incurs or is liable for, including all:
(a) liabilities on account of tax;
(b) interest and other amounts payable to third parties;
(c) legal and other professional fees and expenses on a full indemnity basis and other costs incurred in connection with investigating, defending or settling any Claim; and
(d) all amounts paid in settlement of any Claim.
Notice means any notice or other communication by one party to the other party under these terms and conditions including but not limited to any request, demand, consent, waiver or approval.
Out-of-Scope Work means any work that is not In-Scope Work, including the work specifically described as being out of scope in the Proposal (if any).
Personal Information has the meaning given in the Privacy Act.
Privacy Act means the Privacy Act 1998 (Cth).
Project Site means a land or a physical or building environment on which Works are to be carried out as described in a Proposal.
Proposal means the document headed “Proposal” or any similar document which sets out the scope of the Services to be provided by Story Lab to the Client in accordance with these terms and conditions.
Relevant IP means all Intellectual Property Rights that Story Lab makes, develops or conceives (whether alone or in conjunction with someone else, and whether during or outside normal working hours) in the course of, or arising out of, the provision of the Services, including any Intellectual Property Rights so made, developed or conceived:
(a) using the premises, resources or facilities of the Client or any of its customers, clients or suppliers; and
(b) in the course of, as a consequence of, or in relation to, the provision of the Services by Story Lab and/or the performance of Story Lab ’s duties and responsibilities to the Client under the Contract or otherwise.
Relevant Standards means the generally accepted practices or standards applied in the building design industry and the building and construction industry (if applicable) for the Services provided pursuant to the Contract.
Representatives means, in respect of a person, the employees, officers, Story Lab s, agents and professional advisers of that person.
Services means the services provided by Story Lab to the Client under these terms and conditions and as detailed in the Proposal (or as otherwise agreed in writing between the parties).
Story Lab means UPD8 Design Pty Ltd ACN 670 269 146 trading as Story Lab.
Works means the whole of the work to be carried out by Story Lab under the Contract and, if the context permits, any resulting construction works.
Interpretation
1.2 The following rules of interpretation apply in these terms and conditions unless the context requires otherwise:
(a) headings in these terms and conditions are for convenience only and do not affect its interpretation or construction;
(b) no rule of construction applies to the disadvantage of a party because these terms and conditions is prepared by (or on behalf of) that party;
(c) where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
(d) a reference to a document (including these terms and conditions) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;
(e) references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to these terms and conditions;
(f) a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
(g) an expression importing a natural person includes any individual, corporation or other body corporate, partnership, trust or association and any governmental agency and that person’s personal representatives, successors, permitted assigns, substitutes, executors and administrators;
(h) a reference to writing includes any communication sent by post or email;
(i) a reference to time refers to time in the capital city of Queensland (or any other state as notified by clause 15.10 ) and time is of the essence;
(j) all monetary amounts are in Australian currency;
(k) a reference to a “liability” includes a present, prospective, future or contingent liability;
(l) the word “month” means calendar month and the word “year” means 12 calendar months;
(m) the meaning of general words is not limited by specific examples introduced by “include”, “includes”, “including”, “for example”, “in particular”, “such as” or similar expressions;
(n) a reference to a “party” is a reference to a party to these terms and conditions and a reference to a “third party” is a reference to a person that is not a party to these terms and conditions;
(o) a reference to anything is a reference to the whole and each part of it;
(p) a reference to a group of persons is a reference to all of them collectively and to each of them individually;
(q) words in the singular include the plural and vice versa; and
(r) a reference to one gender includes a reference to the other genders.
2. Contract
Contract
2.1 The Client engages Story Lab under the Contract to provide the Services to the Client and Story Lab accepts that engagement and agrees to provide the Services to the Client in accordance with these terms and conditions.
Non exclusivity
2.2 Story Lab may at any time engage any third party, or use any member of Story Lab’s staff, to provide services similar or identical to the Services to any person while the Contract remains on foot.
Nature of relationship
2.3 Nothing in these terms and conditions gives a party authority to bind any other party in any way.
2.4 Story Lab is an independent contractor of the Client and nothing in these terms and conditions constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the parties.
3. Proposal
3.1 Prior to Story Lab providing the Services to the Client under these terms and conditions, the parties must first agree on a Proposal. Story Lab ’s obligation to provide the Services does not arise unless and until:
(a) the Client has notified Story Lab in writing of the Client’s acceptance of the Proposal; and
(b) Story Lab has confirmed in writing its agreement to be bound by such Proposal.
3.2 Unless otherwise specified, the relevant Proposal is valid for a period of thirty (30) days from the date of issue.
3.3 Any estimate of fees or Expenses given in any Proposal are applicable to that Proposal only and will not apply in any other instance.
4. Limit on Design Changes
4.1 At the Concept Design Stage, the Client is entitled to three (3) Design Changes following Story Lab’s provision of the Initial Concept Design.
4.2 After Story Lab has issued three (3) Design Changes, additional Design Changes requested by the Client will be treated as Out-of-Scope Works and the Client will be charged in accordance with clause 7.7 of these terms and conditions.
5. Provision of Services
5.1 In providing the Services to the Client, Story Lab will:
(a) perform the Services in compliance with and observance of the Relevant Standards; and
(b) in relation to any Personal Information of any customer, client, supplier or Representative of the Client, any user or prospective user or any other person, comply with the Privacy Act.
5.2 Notwithstanding clause 5.1(b), the Client acknowledges and consents to:
(a) Story Lab’s use of any drawings, designs, Concept Designs or other documents prepared in connection with the Works in any marketing material; and
(b) Story Lab showing such documents to its prospective clients, which documents may contain personal information of the Client.
5.3 The Client may, by express written notice to Story Lab, withdraw its consent to the matters in clause 5.2.
Documentation
5.4 Any drawings, sketches, designs or other documentation in relation to the provision of the Services provided by Story Lab, including any Concept Designs, are indicative only and shall not be binding on Story Lab unless the words ‘Issued for Use’ or ‘Issued for Construction’ are expressly stamped on the documentation, or Story Lab has expressed in writing to the Client that the documentation is suitable for use.
5.5 Any drawings, sketches, designs, or other documentation, including any Concept Designs, are not suitable for use by engineers or any other third party unless and until Story Lab has confirmed they are in accordance with clause 5.4.
6. Client’s Obligation
6.1 The Client must grant Story Lab and its Representatives uninhibited access to the Project Site for the purposes of performing the Services.
6.2 The Client must supply to Story Lab all relevant information required by Story Lab for completion of the Works.
6.3 The Client must confirm the accuracy of any measurements on any plans, drawings, Concept Designs, or any other documents forming part of the Works with the Builder.
Disclosure of information
6.4 The Client must disclose and supply to Story Lab all relevant information available regarding the presence on a Project Site of hazardous substances or details of any prior site usage which may have led to site contamination.
6.5 If the Client discloses any information or supplies any documents to Story Lab, the Client:
(a) warrants that the information, documents or data are accurate and suitable for the purpose for which they are to be used;
(b) warrants that the Client has obtained all necessary consents, approvals and permissions required for Story Lab to use that information or those documents in the course of performing the Services; and
(c) indemnifies Story Lab against any loss or damages by reason of any information, document or data’s inaccuracies or a breach of copyright or warranty.
7. Payment
7.1 Story Lab will charge, and the Client agrees to pay, the Fees connection with the provision of the Services. Amounts charged by Story Lab are exclusive of GST and Expenses.
7.2 Subject to clause 7.1, Story Lab will issue an invoice at the completion of each stage of the Works as outlined in the Proposal.
7.3 Story Lab is entitled with withhold work product until any invoice issued in connection with that work product is paid.
7.4 The Client must pay to Story Lab all amounts invoiced to it in connection with the provision of the Services in full and cleared funds within 5 Business Days from the date of the invoice, or such other date as agreed in writing by Story Lab.
Dispute over payment
7.5 If the Client disputes any invoice or any part of an invoice issued by Story Lab , the Client must notify Story Lab within 3 Business Days of receipt of the invoice and such dispute must be dealt with in accordance with clause 13.
7.6 The Client agrees that this clause does not entitle it to withhold or delay payment of any invoice under any circumstances.
Out-of-Scope Works
7.7 Should Story Lab be asked to perform any Out-of-Scope Works under the Contract, Story Lab will charge the Hourly Rates for the performance of the Out-of-Scope Works and the amount payable shall be calculated by reference to the time spent by the Representatives of Story Lab.
7.8 Any invoice issued in accordance with clause 7.2 may include amounts claimed in respect of Out-of-Scope Works.
7.9 The Client agrees to pay all reasonable Expenses properly and necessarily incurred by Story Lab in the course of providing the Services, provided that Story Lab provides the Client with documentation evidencing the Expenses incurred.
Method of payment
7.10 All amounts to be paid by a party to another party under or in connection with the Contract must be paid by way of electronic funds transfer into the account nominated in writing by the other party.
No set-off or deduction
7.11 Unless otherwise agreed in writing, all amounts payable under or in connection with the Contract must be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever, whether or not any such set-off, counterclaim, withholding, deduction or lien arises under the Contract.
Default interest
7.12 If the Client fails to pay any amount due under the Contract, interest will accrue from the due date at the Default Rate, calculated daily and compounded monthly, until paid in full.
7.13 Interest will be payable on demand and is in addition to any other remedies available under this Contract or at law.
Estimate of fees
7.14 Fee estimates in the Proposal are based on Story Lab’s understanding of the scope of the Works.
7.15 Story Lab will endeavour to complete the Works within the estimated fees.
7.16 If Story Lab expects the estimate is going to be exceeded, it will notify the Client in writing with a revised estimate.
7.17 The Client is deemed to accept the revised estimate by:
(a) Instructing Story Lab, whether in writing or verbally, to proceed or continue providing the Services;
(b) Giving express approval to the new estimate of fees; or
(c) Communicating acceptance of the new estimate of fees by any other means.
8. GST
All amounts charged by Story Lab are exclusive of GST unless stated otherwise. The Client must pay an additional amount equal to any GST Story Lab is liable for in connection with the supply. Story Lab may determine how GST-inclusive charges are presented in tax invoices, whether aggregated or itemised, subject to GST law.
9. Confidentiality
9.1 Story Lab and the Client must keep confidential all Confidential Information except as provided by clause 5.2 and 9.2.
Exceptions
9.2 Notwithstanding clause 9.1, Confidential Information may be disclosed by the Client or Story Lab:
(a) to those of their Representatives who need such information to perform their duties under the Contract;
(b) as required by law or court order, with prior written notice being given to the other party where practicable;
(c) if such information becomes publicly available other than through a breach of clause 9.1;
(d) with the prior written consent of the other party.
10. Intellectual Property
10.1 Story Lab retains ownership of all Intellectual Property Rights arising from the Services, including all Relevant IP.
10.2 Story Lab grants the Client a non-exclusive, non-transferable, royalty-free licence during the Contract term to use Story Lab ’s Intellectual Property Rights solely for receiving or using the Services.
10.3 The Client warrants the use of any plans it provides under the Contract and indemnifies Story Lab against all liabilities, costs, charges, expenses, damages, losses, and all interest, penalties and legal costs on a full indemnity basis, arising out of or in connection with any claim brought by any party claiming ownership or copyright of the plans.
11. Liability and remedies
Indemnity
11.1 The Client irrevocably indemnifies and covenants to hold harmless Story Lab from and against all Losses that may be suffered by Story Lab which arise in connection with any breach of the Contract by the Client and/or any negligent or other tortious conduct of the Client.
Indemnities continuing
11.2 Each indemnity contained in the Contract is an additional, separate, independent and continuing obligation that survives the termination of the Contract despite any settlement of account or other occurrence and remains in full force and effect until all money owing, contingently or otherwise, under the relevant indemnity has been paid in full and no one indemnity limits the generality of any other indemnity.
Limitation of liability
11.3 To the maximum extent permitted by law, Story Lab and its Representatives expressly:
(a) (Disclaimer of warranties) disclaim all warranties, representations, and conditions (whether express, implied, or statutory) regarding the Services, including implied warranties of merchantability, fitness for purpose, and non-infringement; and
(b) (Limitation of liability) limit their total liability for all Claims and Losses arising from the Services to one of the following remedies, at Story Lab ‘s sole discretion:
(i) re-supply of the Services;
(ii) payment of the costs of supply of the Services by a third party; or
(iii) the refund of any amounts paid by the Client to Story Lab under the Contract in respect to the Services,
11.4 The Client acknowledges that clause 11.3 benefits Story Lab and its Representatives, who may rely on it as agent or trustee of Story Lab.
11.5 For the payment or refund under clauses 11.3(b)(ii) and 11.3(b)(iii), Story Lab ’s maximum aggregated liability is limited to the lessor of either:
(a) $1,000,000.00; or
(b) An amount equal to the Fees actually paid by the Client to Story Lab for the Services multiplied by five;
(c) any other amount agreed in writing between the Client and Story Lab provided that amount does not exceed the maximum liability set out in this clause 11.4,
subject to the Client’s payment of an additional fee contributing to Story Lab ’s cost of the extra insurance cover (if required).
11.6 To the maximum extent permitted by law, Story Lab excludes any liability to the Client, whether in contract, tort (including negligence) or otherwise, for any loss arising under or in connect with this Contract where the Client acts contrary to Story Lab ’s written recommendation or purports to use the Services contrary to the Contract.
Force majeure
11.7 Story Lab and its Representatives are not liable for any damage or delay caused by a Force Majeure Event. If a Force Majeure Event occurs, Story Lab’s obligations under the Contract are suspended, and the time for performance is extended until the event ceases to affect Story Lab’s performance.
Remedies for breach
11.8 Each party acknowledges and agrees that, in the event of any breach by the other party of the provisions of clause 8 (Confidentiality) or clause 9 (Intellectual Property), damages may not be an adequate remedy and the first-mentioned party may, in addition to any other remedies, obtain an injunction restraining any further violation by the other party and other equitable relief, together with recovery of costs.
12. Termination
Termination for breach
12.1 If a party commits an Event of Default (the Defaulting Party), the other party may (but is not obliged to) provide the Defaulting Party with a notice of breach in writing requesting that the Defaulting Party remedy the breach within the time specified in the notice and if no time is specified, then within 10 days of receipt of the notice.
12.2 If the Defaulting Party fails to remedy the breach within the time determined by clause 12.1, or such other period as agreed, the other party may terminate the Contract with immediate effect upon providing the Defaulting Party with a further notice of termination in writing
Termination with notice
12.3 The Client or Story Lab may, without limitation to their rights under clause 12.1 and 12.2, terminate the Contract at any time by giving at least 14 days prior written notice to the other party. The recipient of such a notice may waive all or part of such notice period.
Effect of termination
12.4 In the event of any termination of the Contract in any circumstances and for any reason whatsoever:
(a) all amounts owed to Story Lab by the Client under the Contract become immediately due and payable;
(b) the Client will remain liable to pay all fees and Expenses accrued up to and including the date of termination, whether or not invoiced prior to the date of termination;
(c) Story Lab will send to the Client a final invoice for the balance of any unbilled fees and Expenses accrued up to and including the date of termination; and
(d) the Client must promptly return to Story Lab all documents and materials (and any copies) containing Story Lab ’s Confidential Information.
Partially completed deliverables
12.5 Upon the cessation of Story Lab ’s engagement, and subject to the Client paying all outstanding fees and expenses, Story Lab will deliver any partially completed deliverables within the scope of the Services.
Accrued rights
12.6 Termination of the Contract will not affect any rights or liabilities that the parties have accrued under it prior to such termination.
Survival
12.7 The obligations of the parties under clause 8 (Confidentiality), clause 9 (Intellectual Property), clause 10 (Liability and remedies) and this clause 12.7 will survive the termination of the Contract.
13. Dispute Resolution
13.1 If a dispute arises under the Contract, including regarding payment of an invoice, the parties must meet within 5 Business Days of receiving notice detailing the dispute.
13.2 At the meeting, the parties must attempt to resolve the dispute in good faith and acting reasonably.
13.3 Neither party may commence proceedings until the Dispute resolution process in this clause 13 is followed.
13.4 This clause does not prevent any party from seeking urgent injunctive relief or Story Lab from taking legal action to recover overdue payments.
13.5 The Client must pay all costs (including debt collection and legal costs on a full indemnity basis) incurred by Story Lab in recovering any unpaid amounts.
14. Notices
14.1 A Notice under the Contract must be:
(a) in writing in English;
(b) sent to the address or email address of the relevant party as notified;
(c) delivered personally, sent by pre-paid post, or sent by email.
14.2 A notice is deemed received:
(a) when personally delivered;
(b) 48 hours after posting by pre-paid post;
(c) 4 hours after being sent by email, unless undelivered (as indicated by the sender’s email server).
14.3 If a notice is received outside of business hours (8:30am to 5:00pm on a Business Day), it will be deemed received at the start of the next Business Day.
15. General
Further assurances
15.1 Each party must (at its own expense, unless otherwise provided in these terms and conditions) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time reasonably require for the purpose of giving full effect to the provisions of the Contract.
Costs
15.2 Each party will bear its own costs and expenses related to the negotiation, preparation, and execution of the Contract and any associated agreements or documents.
Entire agreement
15.3 The Contract contains the entire understanding between the parties in relation to its subject matter.
Severability
15.4 If a provision or the application of a provision of the Contract is invalid, prohibited, void, illegal or unenforceable in a jurisdiction:
(a) it is to be read down or severed or be ineffective in that jurisdiction to the extent of the prohibition, invalidity voidness, illegality or unenforceability; and
(b) this will not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.
No waiver
15.5 No failure, delay, forbearance or indulgence by a party in exercising any power or right conferred upon it under the Contract will operate as a waiver of that power or right in any subsequent matter or prejudice or restrict the rights of the party.
Amendment
15.6 The Contract must not be varied except by written instrument executed by all of the parties.
Assignment
15.7 The Client must not assign or otherwise deal in any other way, any of its rights under the Contract without the prior written consent of Story Lab.
Counterparts
15.8 The Contract may be executed in counterparts, each of which is an original and which together will have the same effect as if each party had signed the same document.
Electronic execution
15.9 The parties consent to the use of electronic signatures for executing the Contract, which will be legally binding and have the same effect as manual signatures, and may be used as evidence of execution.
Governing law and jurisdiction
15.10 This Contract and any dispute or Claim arising from it will be governed by the laws of Queensland (or another state as notified by Story Lab).
15.11 The parties irrevocably submit to the exclusive jurisdiction of the Courts of Queensland (or such other state as notified).
SCHEDULE 1
Position | Description | Hourly Rate (Inc GST) |
Building Designer | Consultation beyond allowable Design Changes, on-site consultation, undertaking further Design Changes, any other Out-of-Scope Works. | $ 225.00 |
Builder | On-site consultation. | $225.00 |
Director | Consultation beyond allowable Design Changes, on-site consultation, undertaking further Design Changes, any other Out-of-Scope Works. | $295.00 |
Out-of-Scope Works may, at Story Lab’s discretion, incur a minimum charge of 1 hour, with all work required beyond 1 hour being rounded to the nearest 30-minute interval.