My Website & Graphic Design Agreement, as outlined below, must be agreed to before I start work to ensure all my clients fully understand all responsibilities during a project. Please contact me to discuss any queries or concerns you may have before accepting them.

 

WEBSITE & GRAPHIC DESIGN AGREEMENT: CLIENT TERMS

 

By engaging us, you, the Client, agree to the following Client Terms (the ‘Terms’):

‘Designer’ means the person who is engaged and agrees to perform the Services for the Client and deliver the Project.

‘Fee’ means the price for the Services or Project agreed in the Proposal, including Hourly Rate.

‘Hourly Rate’ means the Hourly Rate set out in the Proposal.

‘Project’ means the work or deliverable described in the Proposal, including Project Commencement Date and Project Completion Date.

‘Proposal’ means the documentation setting out the key details of the Project and the Services to be delivered.

‘Services’ means the website design, graphic design, web development or other related activities described in the Proposal, as well as any other services that may be agreed in writing from time to time.
 

DELIVERY OF SERVICES AND PROJECTS
 

1. The Designer agrees to start providing the Services and to commence the Project on the Project Commencement Date and to deliver the Project by the Project Completion Date.
    

2. In the event of any delay in delivery, the Designer will notify the Client to discuss and agree an alternate date. The Client acknowledges that any late provision of any materials, information or responses that the Designer may have requested or require may result in a delay to delivery of the Project. The Client acknowledges that the Designer is not responsible for any such delay.
    

3. The Services will include a first version of the Project and 1 reasonable revision or as otherwise agreed. A ‘reasonable revision’ means non-material, minor changes only. Any structural, substantial changes or new material not included in the original Proposal will be charged at the Designer’s hourly rate at the time of the request.
    

4. Requested revisions must be returned to the Designer within 1 week of submission of the first version of the Project or as otherwise agreed. Any late delivery of revisions by the Client to the Designer may result in a delay to finalisation of the Project as the Designer may have blocked their time out for other work and clients.
    

5. The Designer will complete and deliver the Project with the final revisions within 1 week of receiving revision requests or as otherwise agreed.
    

6. The Client is responsible for written approval required for the completion of the Project within the agreed timeframe. Payment of the invoice rendered by the Designer or any publication or use of the Project also constitutes formal approval of the Project.
    

7. Upon delivery of the Project to the Client, and formal approval of the Project by the Client, the Designer is released from any further obligations in relation to the Project. Unless otherwise agreed in writing, the Designer is not responsible for any ongoing maintenance, troubleshooting or updates of the Project.
    

CONTRACTORS AND THIRD PARTIES

 

1. The Designer agrees that they will be the sole author of the Project or will use their own professional and qualified employees or contractors. The Designer shall be solely responsible for any employees or contractors they use to assist with the Project and will vet all final versions prior to presentation to the Client.
    

2. The Client acknowledges and agrees that the Designer may engage contractors, consultants or other third parties (‘Contractors’) to perform some or all of the Services on the Designer’s behalf.
    

3. The Designer will ensure that any Contractors that the Designer may engage from time to time will have the relevant qualifications or experience and will comply with the Designer’s obligations under these Terms, including those obligations in relation to confidentiality.
    

4. The Designer may use third party hosting providers, content management systems, themes, templates and plugins to complete the Project. In such cases the Client is responsible for any additional costs and subscriptions, over and above the agreed Fees.
    

5. Upon completion of the Project and payment of all Fees by the Client, the Designer will transfer to the Client all rights to the Project which the Designer holds or controls, including administration passwords, license details and software keys.
    

6. The Client acknowledges that any website provided by the Designer in connection with the Project may break, develop errors, or become unresponsive at a later date for a variety of reasons, including third party software updates and lapsed subscriptions or licenses. The Client acknowledges this is not the responsibility of the Designer and further costs will be incurred if the Client requests any assistance with any additional work as a result. Any additional work will be at the Designer’s Hourly Rate.
    

FEES
 

1. The Client agrees to pay the Fees as set out in the Proposal, and to pay all invoices by the date specified in the invoice. Any late, overdue or unpaid invoice amounts will incur penalty interest at the interest rate stated in the invoice or otherwise at the annual rate of 10% pro rata.
    

2. Unless otherwise specified in writing, any Fees set out in the Proposal are exclusive of goods and services tax (‘GST’). If GST applies to the Fees, this will be payable by the Client in addition to the Fees.
    

3. In the event that the Client requests the Designer to perform any additional work beyond what is set out in the Proposal, such additional work will be charged at the Hourly Rate.
    

4. In the event that the Services or the Project are terminated before completion, for a reason that is permitted by these Terms, the Client shall be liable for any Fees for Services or the Project that have actually been provided to date, calculated on a pro rata basis.
    

OWNERSHIP OF PROJECTS AND INTELLECTUAL PROPERTY (‘IP’)
 

1. Subject to full payment by the Client of invoices, and subject to any third party terms, all ownership and IP in content of the Project and Services belongs to, will be assigned to and will vest in the Client. Any outstanding work, Projects and Services remain the property of the Designer and may not be used, altered, redistributed or published by the Client until payment in full has been made and received by the Designer.
    

2. Any variation to this IP and ownership clause must be agreed, in writing, by both parties prior to any payment being made.
    

3. As a consequence of providing the Services and the Project, the Designer has the right and permission to use the Client’s name and logo for their own business promotional and advertising purposes. If the Client does not wish to have their name and logo used for such purposes, they agree to inform the Designer in writing of such refusal and the Designer agrees to remove any reference to the Client in relation to their business and Services.
    

IMAGES, GRAPHICS AND LOGOS (‘IMAGES’)
 

1. Generally, any Images required for any content of the Project is to be provided by the Client unless otherwise agreed. The Client takes full responsibility for ensuring their imagery is correctly licensed to the Client and/or the Designer for the purposes of the intended use or is otherwise owned by the Client.
    

2. The Client warrants that all materials and content provided to the Designer are either owned by or licensed to the Client for the use provided.
    

3. If the Client is unable to prove that a valid license exists and was purchased, the liability of any infringement will fall on the Client. Any third party claims are to be managed by the Client and they agree to indemnify the Designer for any such claim.
    

4. From time to time, the Client may request the Designer to provide Images as part of the Services or the Project. All Images, materials and work are provided without warranties of any kind, both express and implied. In the event of any such request by the Client for Images, the Client agrees to pay any additional fees for licensing or use as may be incurred and invoiced by the Designer.
    

CONFIDENTIALITY

 

1. ‘Confidential Information’ means all information of a confidential nature concerning the Client and its products, disclosed to the Designer by the Client and includes any written or oral information that is provided by or disclosed directly or indirectly through any means that is not already in the public domain.
    

2. Materials and work may be provided to the Designer from time to time in order to enable provision of the Services. The Designer shall exercise due care not to disclose Confidential Information to any third party without express written permission of the Client and will only use the Confidential Information in order to enable the provision of the Services.
    

3. Despite anything contained in this clause, the Designer may disclose Confidential Information to the extent required by law or a regulatory authority.
    

4. During the term of this arrangement and after its termination, all information concerning fees, payment arrangements, terms and any other information disclosed by both parties, shall be treated as Confidential Information by both parties.
    

DESIGNER WARRANTIES AND CLIENT ACKNOWLEDGEMENTS

 

The Designer warrants the following:
 

1. In providing the Services, they will comply with general law and industry standards.
    

2. The work performed to provide the Services will be done to a high standard in accordance with best practice.
    

3. The Project material and design provided as part of the Services will be original and unique work and will not infringe the intellectual property of any third party. Where images or materials are provided as stock or purchased on a license basis, the Designer will ensure the Client has been assigned all rights to the license of any images or materials purchased.
    

4. The scope of the Services will be limited to the description provided in the Proposal, these Terms and as may be agreed in writing from time to time.

 

The Client acknowledges and agrees that:
 

1. They will provide all relevant information required for the Designer to carry out the Services in a timely manner.
    

2. They will supply the outline for the work and Services and any research material that the Designer may require to complete the Services, including any person to be available to respond to queries or additional information that the Designer may require to finalise the Project.
    

3. In the event that the Project and the Services involve any third party resources, they will agree to any terms and conditions relating to such third party resources.
    

4. All work is completed based on and in accordance with the Client’s instructions.
    

5. The Designer cannot control where and how any Project may be amended, posted, published or otherwise used by the Client and, for this reason, the Client agrees the Designer is not responsible for any Project or Services after they are provided and approved.
    

ERRORS AND OMISSIONS

 

1. While the Designer makes all efforts to ensure that the Project is reviewed and accurate where applicable, there is no guarantee that every Project is completely free from errors or missing content. The onus is on the Client to ensure all requested or required content is included in the Project and any errors or changes required before final approval are identified.
    

2. In addition, as the Project and Services are based on the materials, content and information provided by the Client, the Designer is not responsible for errors occurring in the Services or Project, or work related to the Services or Project, as a result of such materials, content and information.
    

DELAYS
 

1. The Client acknowledges and agrees that events may occur which delay or suspend the performance of the Services for reasons outside of the Designer’s control. In the event that the Services are dependent on factors which may be outside the Designer’s control, the Designer will not be responsible for any delays as a result of such factors.
    

2. The Designer is not responsible for any force majeure event which may delay, suspend or make the delivery of the Services or the Project commercially impracticable, inadvisable or impossible and require any termination of all or part of the Services or the Project. In particular, the Designer is not liable for any failure of or delay in the delivery of the Services and the Project where such failure or delay is due to causes beyond the Designer’s reasonable control, including but not limited to acts of God, flooding, war, strikes or labour disputes, embargoes, government orders or any other force majeure event.
    

3. In the event that the Client delays the Services, or any part thereof, additional costs may be incurred, for example where equipment, staff, travel and other resources were booked.
    

4. There may be additional costs involved should the Client request any specific requirements or restrictions which may contribute to or cause the delay in commencement or finalisation of the Services or the Project.
    

CANCELLATION AND DISPUTES
 

1. As the Designer has set aside time for completing the work, and once the Client approves the Project, all monies are non-refundable, except as otherwise provided under the Australian Consumer Law or other relevant laws. Any cancellation of the Services or the Project, once confirmed by the Client, will result in a forfeit of any deposit. Where there is no deposit paid in advance, the full amount of the Project, as stated in the Proposal, becomes immediately due and payable.
    

2. In the event that the Client fails to pay any invoices in accordance with the terms of the invoice, these Terms or does not perform their obligations under these Terms, the Designer may refuse to continue to provide the Services and may terminate the arrangement immediately without notice. The Designer may also commence proceedings to collect any outstanding debts owed.
    

3. In the event of any dispute on the work, quality or ownership, the Client and Designer both agree to obtain an independent professional arbitrator/dispute resolution specialist to make a determination on the dispute and to pay their own costs.
    

LIMITATION OF LIABILITY AND INDEMNITY

 

1. Legislation may confer certain rights, warranties and guarantees and remedies relating to the provision of the Services which cannot be excluded, restricted or modified, including but not limited to the Australian Consumer Law. At no time are these statutory rights sought to be excluded.
    

2. The Client agrees to indemnify and hold the Designer harmless from and against all claims, demands, regulatory proceedings and/or causes of action, and all damages, liabilities, costs (including settlement costs) or associated expenses (including legal fees) resulting from written or published material produced for the Client, or arising in connection with any information or material supplied by the Client, or from any act or thing done on the Client’s instructions or with the Client’s approval.
    

3. Any materials, content and information provided by the Client which forms part of the Services or Project is the responsibility and liability of the Client. The Client will indemnify the Designer for any direct or indirect claims, including any third party claims, in relation to these materials or use of the Project.
    

4. The Client hereby indemnifies the Designer and keeps the Designer fully indemnified against any loss or liability that the Designer incurs as a result of any breach by the Client of any provision of these Terms.
    

RELATIONSHIP
 

1. The relationship under these Terms is that of principal and independent contractor. At no time is the Designer a partner, agent, employee or joint venture partner of the Client. No act or omission of either party is to bind the other party except as expressly set out in these Terms.
    

GOVERNING LAW
 

1. This agreement is governed by the laws from time to time in force in the State of jurisdiction in Australia of the Designer. The Client and the Designer agree to unconditionally submit to the exclusive jurisdiction of the Courts of this State in Australia for determining any dispute concerning this agreement.