General Conditions of Contract

These Terms and Conditions cover all Contracts entered into by The Client with Branded Design Studio for services relating to design, printing, copywriting, visual media, websites, domain name registration, website and email hosting, social media, brand identity, illustrations, images and photography (Artwork).

These Terms and Conditions are subject to change without notification by Branded Design Studio.

These Terms and Conditions apply to Branded Design Studio and all of its contractors and subsidiaries.

 

Commencement of Work

Acceptance of quote/proposal from Branded Design Studio constitutes agreement to these terms and conditions.

 

Ongoing Contract Terms

All contracts are ongoing and the Contract Terms cover any work completed on this project or any work thereafter. If The Client notifies Branded Design Studio of termination in writing, the ongoing contract will cease as per the Termination Policy. Otherwise, the contract will remain in force under the same terms for an ongoing period.

 

Fees for Service

It is agreed that the fee for service shall be the cost estimates provided via email, unless work undertaken exceeds work outlined. If work undertaken exceeds the items specified in the quote, The Client agrees to pay appropriate fees for the additional work, outside the scope of the original agreement. Wherever possible the client will be notified of increases in the scope of the project.

 

Payment

The Client agrees to pay a 50% deposit of the quoted amount to commence any design project, with the balance payable prior to delivery. Once research, resources allocated or design work has commenced on a project, this deposit is non-refundable. In the case of a change of mind by The Client this deposit is non-refundable. Branded Design Studio endeavours to provide graphic and web design services that meet and exceed a client’s needs and expectations, but in the event of a “change of mind” (after a project has commenced) by The Client, the initial 50% deposit is forfeited, plus a pro-rata payment based upon the time spent.

If the work time exceeds 4 calendar weeks in duration, The Client agrees to a progress payment of 50% of the balance per month until the conclusion of the project, with any outstanding amount payable in full upon delivery.

All printing accounts must be settled in full prior to the release of the files to the printer.

Accounts which remain outstanding for 14 days after the due date of the invoice may result in suspension of the project or website/email hosting. If you are having difficulty paying your invoice, please get in touch as soon as you are aware of the issue, so we can discuss a solution that works for your company.

 

Additional Work

This is defined as any work involving additions to the list of items defined in the Project Proposal/Quotation or changes to all pieces of finished artwork after sign-off by an authorised representative of The Client.

From time to time The Client will require extra design requirements during a project, or extra files upon completion of a project. The Client will be informed that the alterations or changes requested fall outside the scope of the original estimate. If The Client wishes these alterations to be made they must agree in writing, and will be charged the Branded Design Studio hourly rate. 

Additional designs not initially quoted for requested during the design process will have additional costs added to the final invoice, payable prior to delivery of the project.

Urgent work requested outside of the scope of the Services which is required outside of ordinary business hours or to the detriment of concurrent work for other clients will be charged at an hourly rate equalling an additional 25% of Branded Design Studio’s ordinary hourly fees as set out in the quotation.

Publication and/or release of work performed on behalf of the client by Branded Design Studio may not take place before cleared funds have been received.

Any booking fees, delivery fees, design commencement fees, or progress payments are non-refundable once work has commenced if The Client terminates the contract, after work has commenced. 

 

Resending Completed Files

If a client loses or accidentally deletes the files delivered by Branded Design Studio at the completion of the project, Branded Design Studio can re-send files for a fee equivalent to the Branded Design Studio hourly rate. 

 

Approval of Final Artwork

While Branded Design Studio takes all care to avoid errors, Branded Design Studio accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production. The Client is to proof read and approve all final copy before the production of artwork. The email verification of the Client’s Representative shall be conclusive as to the approval of all artwork prior to their release for printing, implementation or installation. No refunds or reprints are given after a final approved design has gone to print due oversights by The Client’s proof reading.

 

Print – Returns and Refunds

It is agreed that Branded Design Studio is not responsible or held liable for any errors contained in the final product after the final product has been approved by the client, (approval may be given either verbally or in writing), committed to print or posted in view of the public. Branded Design Studio will not be held responsible for any changes or amendments made after approval. It is the sole responsibility of the client to notify Branded Design Studio of any such errors during the revision cycle and before the final files have been generated.

In the event of a need to reprint due to errors in content, the client must inform Branded Design Studio within 3 days of product acceptance and must return the product (at the cost of the client) within 10 days of acceptance for assessment.

As with all print projects, payment for re-printed projects MUST be prepaid.

 

Print – Colour Variations

With all printing, there may be some colour variations from what you have seen on screen, to what the final product looks like, and previous orders. This is due to the nature of CMYK printing and bulk-run printing system. There will be no reprints at the expense of Branded Design Studio.

 

Copyright

In accordance with the Australian Copyright Act (1968), ‘licensing of copyright is subject to a mutual agreement made between client and designer’. Copyright will remain property of Branded Design Studio until such time an agreement is in place. 

Branded Design Studio retains full ownership of design concepts and materials it produces. Only finished art files suitable for reproduction will be supplied to The Client. Raw/working/source files remain the property of Branded Design Studio unless otherwise negotiated.  ‘Finished artwork’ is as defined in the proposal/quotation and is dependant on the scope of work. Raw/working/source files are defined as the files used to create the finished artwork and/or directly editable files unless otherwise specified.

Once a concept is approved, finished artwork is delivered to a client and full payment is received, the agreed ownership rights to the finished artwork transfer to the client. Unused concepts remain the property of Branded Design Studio and includes design proposals and concepts submitted but not approved for the work outlined. 

Until final payment Branded Design Studio retains ownership of all artwork and website architecture. Branded Design Studio reserve the rights to certain elements used to create your images including fonts, patterns, stock images, textures, colour palettes and other non-exclusive items.

Branded Design Studio reserve the right to use stock images in the creation of designs if required. Costs of this will be outlined to the client prior to purchase if not included in the proposal quote.

Other than for the promotional use of Branded Design Studio all services provided shall be for the exclusive use of the client’s said purposes only. Designs may not be used for other promotional items, website or printed materials without permission. For additional usage, price will be assessed and quoted as needed.

Branded Design Studio reserve the right to use all artwork produced, concepts produced in the course of the project (including those concepts not selected) and revisions for the purposes of promoting Branded Design Studio in print or digital media portfolios, social media and blogs, except where the client has specifically requested in writing otherwise.

 

Social Media and Content Management Services

Branded Design Studio has no control over the policies of Facebook, Twitter, YouTube, LinkedIn and all other social media channels being utilised for campaigns. Branded Design Studio has no say with respect to the type of content that social media channels accept now or in the future.

You acknowledge that Branded Design Studio makes no warranty that the Social Media Campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.

You guarantee any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Branded Design Studio for inclusion in any campaigns are owned by you, or that you have received permission from the rightful owner(s) to use each of the elements.

Minimum term of any  Social Media and Content Management service is three months. Cancellations of any ongoing Social Media Services must be made in writing. If Branded Design Studio does not receive notification that the campaign should be stopped after the three month period in writing, you agree that Branded Design Studio will continue working and payments will continue to be made on a monthly basis.

Branded Design Studio reserves the right to reject or discontinue the social media services where we are unable to provide the services due to technical, ethical, legal, or other matters. Where applicable, Branded Design Studio will refund your money for any services not yet rendered.

 

Website Design – Credit

The Client agrees to allow Branded Design Studio to place a link to Branded Design Studios’ own website on the customer’s website. This will be in the form of a small logo or line of text placed in the footer or towards the bottom of each website page.

The Client also agrees to allow Branded Design Studio to place websites and other designs, along with a link to the client’s site on Branded Design Studio’s own website for self-promotional purposes.

 

Website Design – Post-Completion Alterations

Once website design is complete, Branded Design Studio will provide the customer with the opportunity to review the resulting work. Branded Design Studio will make one set of minor changes at no extra cost within 14 days of the website review peiod. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to Branded Design Studio by e-mail. Branded Design Studio will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period. An hourly fee for tweaks and amendments after this time is payable.

 

Website Design – Content Management System (CMS)

The website’s Content Management System (CMS) is delivered in an agreed working order. Any changes to the working files or configuration of the CMS that are done by a third party to Branded Design Studio are the responsibility of the site owner.

Websites are built using the latest software available at the time. All website terms and conditions also apply to the CMS.

Branded Design Studio does not hold responsibility for any content posted on The Client’s website. Any changes to the CMS after delivery will be charged accordingly. Any repercussions of the advancements in the CMS or server/hosting technology are not the responsibility of Branded Design Studio.

Branded Design Studio does not hold any responsibility for misuse of the CMS or website.

Branded Design Studio does not back up website content and cannot be held liable for partial or complete loss of data. It is The Client’s responsibility to back up their website or enter into a Website Care Plan that provides this service.

 

Website Design – Open Source Software

Branded Design Studio makes extensive use of open-source software and components to supply websites and services to you. Branded Design Studio will not charge additional licensing fees on open-source software. 

You indemnify Branded Design Studio against any loss or damage arising directly or indirectly from any failure of software supplied to you. 

All software and components not developed by Branded Design Studio retain the original license and terms associated with them. Branded Design Studio cannot assign any rights to you and you agree to be bound by the original Author’s terms. 

Branded Design Studio is not responsible for open-source software upgrades where old versions of software are no longer supported and as such pose a security risk to the website. Open-source software upgrades can be undertaken by Branded Design Studio at an additional cost outside of the scope of this agreement. 

As the standard open-source software used by Branded Design Studio, you are required as a part of this agreement to read about WordPress licensing and security upgrades or other open-source software applications as advised by Branded Design Studio.

 

Website Design – Security and Technological advancements

Branded Design Studio build and design websites to the best of their knowledge at the time of completion. Branded Design Studio cannot take responsibility if The Client’s site is “hacked”. Branded Design Studio does not provide software updates or take responsibility if the software used becomes out of date and obsolete. Branded Design Studio does not take responsibility for any unforeseen advancements in technology that may have negative effects on any aspects of the Client’s site or system.

 

Search Engine Optimisation (SEO) & Search Engine Listings

Branded Design Studio builds websites according to the trends of SEO at the time of building. We will help you to explore your key words/key phrases; however final key phrase choice is the responsibility of The Client.

Branded Design Studio cannot guarantee, and is indemnified by The Client against any claims regarding the following: presence of Google or search engine listing, the position of website in any search engines, which or if any of the web pages will be listed in any search engines, the time it will take for any search engines to list the web site and effectiveness of keywords/key phrases.

Branded Design Studio takes no responsibility for duplicate content found on The Clients website or if the website is search engine blacklisted due to the written content or images of their site.

You acknowledge that Branded Design Studio makes no warranty that SEO will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.

 

Website hosting, Domain names, hosting and registration, SSL certificates, Email addresses and Email hosting

Branded Design Studio provides the following services in partnership with a series of third party providers: Website hosting, Domain names, hosting and registration, SSL certificates, Email addresses, and Email hosting.

You acknowledge and agree that the use of these services requires acknowledgment of and agreement with any relevant third-party terms of service, conditions, or guarantees. Thеsе Terms and Conditions incorporate by reference the Terms of Service of the third-party Service providers listed below:

Synergy Wholesale Pty Ltd – https://synergywholesale.com/documentation/

SiteGround – https://www.siteground.com/terms.htm

The Client is to refer to hosting and domain name providers for queries regarding  Domain names, hosting and registration, SSL certificates, Email addresses and Email hosting NOT provided by Branded Design Studio.

Branded Design Studio does not provide the following services:  Setup of email addresses, Email errors of any kind, or setup of Email Signatures. The Client is to refer to their technical support company for queries regarding the following services and their applicable Terms & Conditions: Set up of email addresses, Emails going to Spam/ Junk, Email not functioning, and Email Signatures.

Branded Design Studio holds no responsibility if your email addresses are targeted with spam as it is outside of our control. Branded Design Studio holds no responsibility if the Client’s email account details are attained and used to send spam or malicious material.

 

Website Care Plan Maintenance Services

The minimum term of any website care plan service is three months. Cancellations of any ongoing website care plan service must be made in writing. If Branded Design Studio does not receive notification that the service should be stopped after the three-month period in writing, you agree that Branded Design Studio will continue working and payments will continue to be made on a quarterly basis.

For the purposes of providing these services, The Client agrees to provide Branded Design Studio with access to its websites for creating new pages, and making changes for the purpose of providing the Website Care Plan, and, to properly convey to Branded Design Studio the information that needs to be changed or added. Web page updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimisation.

Branded Design Studio has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Your website (s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.

If changes are made by Branded Design Studio according to The Client’s information, and the changes are not correct, additional time to remedy the changes fall under the allocated time. Unused time is not accumulative. Unused time does not transfer from month to month. Website Care Plan time is strictly month to month.

Branded Design Studio is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc. Additional fees could be charged if the information provided has to be typed and exceeds the allocated time.

Branded Design Studio is not responsible for changes made to The Clients website(s) by other parties. Branded Design Studio is not responsible for third-party plugins that may become unusable as a result of updates performed under the Website Care Plan.

Branded Design Studio will not repair website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering the Website Care Plan. Recovery or repair of The Client’s website is not guaranteed. Availability of backups is not guaranteed.

You understand, acknowledge and agree that any work that exceeds the allocated support time will be charged on an hourly basis. Branded Design Studio is not responsible for developing new content or writing new copy. The Client will be charged an additional fee for any copywriting or content development. Additional services not listed herein will be provided for a fee.

Branded Design Studio reserves the right to reject or discontinue website care plan services where we are unable to provide the services due to technical, ethical, legal, or other matters. Where applicable, Branded Design Studio will refund your money for any services not yet rendered.

 

Termination Policy

From time to time circumstances beyond the control of either party may result in the need for project cancellation. In the event of the client cancelling a project after a project has commenced, the advance payment (deposit) will be forfeited in lieu of compensation to Branded Design Studio. This is to cover design and administration time spent, resources purchased and allocated, research time and administration costs. If the project is more that 50% completed (this is determined by Branded Design Studio and the client by negotiation) a pro-rata payment is payable for time spent up until cancellation notice, at the Branded Design Studio hourly rate.

If a project is cancelled by Branded Design Studio, due to unforeseen circumstances, the deposit will be refunded in full to the client in a timely manner.

In the event of cancellation of the project by the client, ownership of all copyrights and the original artwork and disks shall be returned and retained by Branded Design Studio.

 

Liability and Litigation

It is agreed that all work and materials provided for The Client by Branded Design Studio will be free and clear of all liens and encumbrances and may be lawfully used by The Client without infringing upon the rights of others including, and without limiting the generality of the foregoing, any copyright trade secret patent or trade mark rights of any third party.

It is agreed that Branded Design Studio indemnify and hold The Client harmless from and against all claims for injury or death to persons or damage to property (including cost of litigation and legal fees) caused by, arising from or incidental to the services to be performed during the performance of the work outlined, except any such claims which are caused by the negligence of The Client or its employees, and it is agreed that we shall notify The Client in writing of full details of any such claim.

Under no circumstances shall Branded Design Studio be liable to The Client for an indirect or consequential loss suffered by The Client relying on the information included in the Supplies prepared by Creative Minds including (without limitation) loss of profit, loss of Contracts or pure economic loss. Any liability is strictly limited to the direct losses associated with remedial costs of the Supplies only, not to include claims for delays, out-of-sequence working, non-productive overtime, award of costs, etc. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.

 

Confidentiality

It is agreed that employees of Branded Design Studio shall not at any time either during the continuance of the work outlined or thereafter, except in the course of their duties, divulge any of the confidential affairs of The Client or any of its clients or associated companies to anyone whatsoever without the previous consent in writing of The Client.

 

Freelance Contractors and Confidentiality

All contractors employed by Branded Design Studio are held to a strict confidentiality and non-disclosure agreement. Contractors of Branded Design Studio are also bound by a strictly enforced non-solicitation agreement for a period of 36 months after the conclusion of their work with Branded Design Studio. If this was to be breached by the contractor Branded Design Studio will take swift and reparatory measures to ensure that The Client is made aware that the contractor in question is no longer a representative of Branded Design Studio and acting independently. Furthermore, the unlawful contractor will be prosecuted through legal channels to the full extent of the law in such cases.

Branded Design Studio aim for complete security of our clients and if we select contractors it is based upon previous work, references, and global checks with previous employers, as well as compliance with strict Branded Design Studio guidelines of professional behaviour and ethics.

 

Late Payments and Default

An account shall be considered in default if it remains unpaid for 30 days from the due date of the invoice or The Client has stated expressly that they do not intend to pay an invoice by Branded Design Studio, unless prior arrangements have been made. Branded Design Studio shall at its sole discretion suspend any and all services provided to the client by Branded Design Studio or its subsidiaries (including but not limited to hosting, websites designed files, concepts, artwork, and email) and employ debt collection measures until the total outstanding balance has been fully paid. This includes any and all unpaid monies due for services ordered, including, but not limited to design, hosting, domain registration, search engine submission, maintenance, sub-contractors, printers, photographers and libraries plus bank interest calculated daily for each day payment is overdue.

Suspension of such services does not relieve the client of its obligation to pay the due amount. Files on external servers, such as hosted e-commerce solutions will be removed and held until payment is made or for 30 days until the client has paid for their invoices in full.

The Client whose account is in default agrees to pay Branded Design Studio reasonable legal expenses and third-party collection agency fees in the enforcement of these Terms and Conditions.

Branded Design Studio retains all copyright for work performed until full project costs have been paid. Branded Design Studio reserves the right to reuse or resell work undertaken in the case of payment default.

Branded Design Studio accepts no liability or responsibility for loss of income or damage to the client for work removed from third-party servers, as a result of non-payment and The Client will not take legal action for any situation arising from invoice disputes or removal of the disputed work in such cases.

 

Amendments to these terms and conditions

All and any amendments to the terms and conditions outlined in this submission must be provided in writing by The Client and signed by an authorised representative of Branded Design Studio prior to the commencement of work outlined in this submission.

 

Force Majeure

Branded Design Studio shall not be liable for any failure or delay in supply or delivery of products/services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of Branded Design Studio including but not limited to war, 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, accidents of any kind or act of terrorism.

 

Disclaimer

Graphic design, strategy, photography and marketing are all highly creative and subjective art forms. As such Branded Design Studio take every possible care with professional advice offered and any suggested creative concepts and/or their implementation, however, Branded Design Studio cannot be held responsible for variations between expectation and outcome.