DIGITAL DESIGN TERMS AND CONDITIONS
1.1. Additions: means any additional costs to the total project added due to any changes made by You to the project brief.
1.2. Amended proposal: any alterations, changes or amendments made to the original proposal, including project costs.
1.3. Business Days: days of the week excluding Saturdays, Sundays, and national, state and local public holidays.
1.4. Contract: shall comprise any or all of the following: Proposal (design proposal), Proposal (design contract), Proposal (terms and conditions of trading & client agreement). All these documents shall be read together to form the contract.
1.5. Design Credit: appropriately worded credit and/or link and/or logo referring to 2020 Digital Design as the designer and/or developer of the project.
1.6. Due Date: shall be the date identified in the Proposal.
1.7. Intellectual Property: means 2020 Digital Design’s industrial and intellectual property rights in inventions, discoveries and novel designs, patents, trademarks, and copyright in any works, whether registered or registrable under any relevant legislation including the Designs Act 2003, Patents Act 1990, Trade Marks Act 1995, or, Copyright Act 1968.
1.8. Project: means but is not limited to: consultation with the client or any third parties concerning the project, research, planning, sketching, briefing, setting up accounts, design work, programming work, administrative functions, copywriting, and/ or the provisions of referrals, information or other resources requested by You.
1.9. Content: individual elements of the project, including but not limited to text, images, content and/or other materials to be included on the website.
1.10. Project Cost: shall be referred to in the Proposal.
1.11. Payment Plan: means the payment plan detailed in the Proposal, if applicable.
1.12. Design Proposal (“Proposal”): shall be the document marked the Proposal which will detail the scope of the project and design work to be performed and any costs involved in such work.
1.13. You: refers to the Client.
2.1. Reference to: a) a person or party includes a body corporate, or trustee, or partnership, or a party which is a trustee is bound both personally and in b) a party includes the party’s executors, administrators, successors and permitted assigns.
2.2. “Including” and similar expressions are not words of limitation.
2.3. If a party consists of more than one person, this Contract binds each of them separately and any two or more of them jointly.
3. Acceptance of Terms & Conditions
3.1. All work is carried out by 2020 Digital Design on the understanding that You have read, understood and agreed to be bound by and accept 2020 Digital Design’ Terms and Conditions for the duration of time 2020 Digital Design works on or continues to work on Your project during and/or after project completion.
3.2. Your acceptance of these Terms and Conditions shall be confirmed by signing this document, and/ or payment as set out in the Proposal, and/or continuing to instruct 2020 Digital Design to perform work on the project during and/or after project completion.
4. Payment Terms
4.1. Unless a payment plan is entered into the following terms shall apply.
4.2. All invoices are strictly “payable upon receipt of invoice”.
4.3. Prior to the commencement of any design or programming, a non-refundable commencement fee of 50% of the project costs is due, unless such fee is varied in the Proposal.
4.4. Payment terms are 50% deposit, 25% due upon artwork approval and the final 25% of the project cost shall be due in 30 days of the contract being signed or, upon completion of the project and prior to release of files and/or going live of the website, whichever occurs first.
4.5. In the event that You instruct 2020 Digital Design, the project is not to commence until an agreed date, a non-refundable booking fee of 20% shall be paid at the signing of the contract and the balance of the deposit, being 30% shall be paid prior to the commencement of the project.
4.6. At the sole discretion of 2020 Digital Design, non-refundable progress payments may be required from You during the design and/or development process. Should such be required, 2020 Digital Design shall issue an invoice and payment shall be payable upon receipt of the invoice and further work on the project shall not be performed until such progress payment is paid in full.
4.7. Any change to the scope of the project will incur additional costs and is payable upon receipt of the invoice.
4.8. 4 The completed project will be released to You, and ownership of the final components as a whole of such project will be transferred to You upon payment of project costs in full of cleared funds (subject to Clause 14).
4.9. We do not offer any refunds of any kind.
5. Default in Payment
5.1. Accounts which are not paid within 5 business days of the due date will be subject to a late fee of $25 ex GST.
5.2. Accounts which remain outstanding for 10 business days after the due date will incur an additional late payment fee of $50 ex GST, plus an additional fee of 10% ex GST per annum on the project costs for each day payment remains outstanding.
5.3. If you have a payment plan in place, any default in payment will result in the payment plan being cancelled and 2020 Digital Design standard payment terms shall apply in which case invoices will be adjusted and payment may be required to accommodate the changed terms.
5.4. 2020 Digital Design reserves the right to withhold and/or remove the website, all files and designs from You in the event of default in any payment, until such time as all outstanding invoices for work performed by 2020 Digital Design, during and/or after project completion, has been paid.
5.5. Suspension of project works due to default in payment does not relieve You of Your obligation to pay the due amount.
5.6. In the event that accounts remain outstanding 2020 Digital Design has the right to pursue debt collection measures and all legal and third-party costs associated with such debt collection measures shall be Your sole responsibility and shall be added to and form part of the total debt owing to 2020 Digital Design.
6. Project Design and Development
6.1. You shall submit details of the individual elements of the project, including text, images, content and/or other materials to be included on the website, login information, approvals and various other items necessary for the development of the project within 10 business days of receiving a request from 2020 Digital Design.
6.2. Content to be included on the website must be received within 30 days from the date of the “Site design approval form” or the project will be considered complete with all monies owed due and payable immediately and any remaining work on the site, including but not limited to inserting text, images, content, will be your responsibility or 2020 Digital Design can carry out the remaining work at an hourly rate of $125 ex GST. its capacity as a trustee. This document contains confidential information and other intellectual property protected by federal and international intellectual property laws.
6.3. Should the content differ from or contradict the contents of the proposal accepted by You, 2020 Digital Design reserves the right to alter the project costs and any estimated deadline, or delivery date previously agreed upon between the parties in consultation with You.
6.4. Once the content has been supplied, 2020 Digital Design will make necessary changes, corrections and updates to content during the proofing stages of the development; however, this does not include a complete replacement of content once it has been put into the website. Changes to more than 50% of the provided content will incur standard hourly charges with the costs adding to the final total or invoiced separately then payable upon receipt.
6.5. 2020 Digital Design retains the right to decline to carry out any work not detailed in the proposal agreed to between the parties.
6.6. Should You wish to alter the scope of the project, You will submit a written request to 2020 Digital Design outlining the proposed alteration and/or modification to the project being sought. On receipt of this request from You, 2020 Digital Design shall provide You with a written amended proposal setting out: a) the change requested; and/or b) the anticipated effect of implementing the requested changes upon the related design proposal; and/or c) any changes to the estimated price, time of delivery, and other such information as either 2020 Digital Design or You deem material.
6.7. After submission of an amended proposal to You, You shall accept or reject it in writing within 5 business days of receiving the amended proposal. If You fail to accept the amended proposal, the original unmodified proposal shall remain in effect.
6.8. If the amended proposal is accepted, it will be read in conjunction with the original proposal, to the extent such is capable of being read together.
6.9. Subject to clause 6.1 to 6.7, You shall work with 2020 Digital Design to achieve the objectives outlined in the design proposal and provide timely feedback on various stages of the design development process as required by 2020 Digital Design, including clarification and/or elaboration on project details as required.
6.10. 2020 Digital Design will load Your website content, e.g. databases, profiles, images, usernames, passwords and page content (text and photos) into Your website unless it is specifically stated on your proposal that 2020 Digital Design will not provide this service for You.
6.11. While 2020 Digital Design takes all care to ensure error-free documents and designs, it is Your responsibility to notify 2020 Digital Design of any error or omission prior to finalisation of the project.
6.12. All author’s corrections or changes to the scope of the project after initial concept/site plan or design has been approved and signed off will be charged for at our standard hourly rate of $125 ex GST. You agree to accept responsibility for costs incurred due to Your neglect after signing off.
7. Additional Materials
7.1. In the event that stock photography and/or a requested commercial font is required, or any other additional materials deemed necessary to complete the project, 2020 Digital Design will notify You in writing and request confirmation to purchase additional materials. The costs associated with such additional materials will be applied to the final project costs detailed in Proposal and will be payable in addition to the Proposal project costs.
7.2. Stock photos are licensed to 2020 Digital Design and are not transferrable. If you wish to own and use the images for additional projects, you should purchase the stock photos and send them to us with the license numbers for use in your project.
7.3. Fees for additional materials vary, and 2020 Digital Design reserves the right to alter project costs as necessary to take such into account.
8. Deadlines and Delivery Dates
8.1. 2020 Digital Design shall use reasonable efforts to meet all project due dates. Such due dates in all cases represent estimates or targets only and should never be accepted either explicitly or impliedly as a guarantee of delivery on or prior to the due date if any.
8.2. You agree not to hold 2020 Digital Design liable for any consequential losses associated with any project delays, for any reason.
8.3. If a website project is delayed by You by way of You not supplying necessary content or not contacting 2020 Digital Design with answers to designers or programmers’ queries or You not supplying necessary user-names, passwords or registry keys or You not signing off designs within a reasonable time frame than the website is deemed to be finished and full payment is required. You agree we may extend this time frame without notice.
9. Project Completion
9.1. Once the project is completed and transferred to You, 2020 Digital Design is no longer responsible for the project, including but not limited to, errors, omissions, maintenance or updates.
9.2. A project is deemed completed when: a) the requirements detailed in the proposal are fulfilled by 2020 Digital Design; or b) You take or acknowledge delivery of the completed project; or c) You use and/or distribute any files or designs provided by 2020 Digital Design to You; or d) You fail to respond within a reasonable time frame to requests from 2020 Digital Design regarding Your website or project (refer to clauses 6.1, 6.2, 8.3) 9.3
9.3. Any work of any kind performed on Your website or project after a project is deemed complete will incur additional costs even if such work is within the original scope of the project.
10. Design Credits
10.1. In order to give due credit to 2020 Digital Design’ involvement in the design and development of Your website, You shall allow 2020 Digital Design to place a design credit on Your website. The design credit may only be removed if the website design no longer contains any components of the original design created by 2020 Digital Design.
10.2. 10.2 You also agree to allow 2020 Digital Design to place impressions of Your websites and any other designs provided to You as part of the project into 2020 Digital Design’ portfolio and/ or on 2020 Digital Design’ own website for demonstration purposes, publicity and self-promotional purposes.
10.3. 10.3 In the event You remove a design credit contrary to clause 10.1, You will incur a penalty of 75% of the total project cost ex GST.
11. Project Cancellation
11.1. A project is only deemed cancelled if:
a) You provide written notice of the cancellation to 2020 Digital Design;
b) You do not respond to request for content, feedback, or correspondence within 30 days;
c) You breach any term of the contract;
d) You engage a third party to work on or complete the project contrary to Your contract with 2020 Digital Design;
e) 2020 Digital Design cancels the project in writing.
11.2. In any event the project is cancelled, the cost of all work completed to such date will be due and owing and will be calculated on the following basis: a) 85% of the total project costs ex GST; or b) the cost for total amount of hours spent on the project at our current hourly rate (which may cost more than the package whichever is the greater. (“the cancellation fees”)
11.3. Websites are sold at a package price. In the event of cancellation, the website elements shall be calculated on an hourly basis for time spent on all work completed to date at our current hourly rate, not the package price.
11.4. If in the event of cancellation, You do not wish to cancel the project, a project holding fee of 5% of the total project costs will be invoiced and payable immediately every 30 days from the date a project is put on hold for a period of not more than 12 months, in which case after the 12 months the project will be deemed cancelled. If payment of the holding fee is not received within 5 business days, the project will be deemed cancelled.
11.5. The cancellation fees (refer to clause 11.2) shall be invoiced to You by 2020 Digital Design and shall be payable upon receipt of the invoice.
11.6. 2020 Digital Design reserves the right to withhold the website, all files and designs from You in the event of cancellation, until such time as all outstanding invoices for work performed by 2020 Digital Design have been paid.
11.7. You are expressly prohibited from using any files, designs, or intellectual property supplied by 2020 Digital Design for any purpose until such time as all cancellation fees have been settled in full, or as otherwise agreed to in writing by 2020 Digital Design.
11.8. Cancellation of Your project with 2020 Digital Design does not relieve You of Your obligations to 2020 Digital Design under these Terms and Conditions.
11.9. No refunds will be offered in any case.
12. Rights of Refusal
12.1. 2020 Digital Design reserves the right to refuse or cancel any project, at any time, without giving a reason.
12.2. Any abuse of our staff in any medium or format will result in the cancellation of the project.
12.3. 2020 Digital Design will not include in its designs, any text, images or other data which in its sole discretion it deems to be immoral, offensive, obscene or illegal.
12.4. All project material to be included in the project must conform to all standards laid down by all relevant advertising standards authorities.
12.5. 2020 Digital Design reserves the right to refuse to include submitted material without giving a reason.
12.6. In the event that images and/or data provided by 2020 Digital Design in good faith contravene clause 12.3 then – a) in the event 2020 Digital Design is hosting Your website, 2020 Digital Design shall remove such contravening material b) in the event 2020 Digital Design is not hosting Your website then You shall arrange for such contravening material to be removed immediately and in either event 2020 Digital Design will not be held liable for the consequences arising in the event of such inclusion and/or removal.
13. Dispute Resolution
13.1. In the event of a dispute, You agree to make all reasonable attempts to contact 2020 Digital Design in writing and negotiate a reasonable outcome with 2020 Digital Design before proceeding with any form of the formal dispute resolution process.
13.2. If a dispute arises in connection with this contract, a party to the dispute must give to the other party to the dispute notice specifying the dispute and requiring its resolution under this clause (“Notice of Dispute”)
13.3. If the dispute is not resolved within 7 days after the Notice of Dispute is given to the other party (“Notice Period”), the dispute will then be submitted to mediation.
13.4. If the parties have not agreed upon the mediator and the mediator’s remuneration within 7 days after the Notice Period, then the President of the Queensland Law Society shall nominate the mediator.
13.5. The parties must pay the mediator’s remuneration in equal shares. Each party must pay its own costs of the mediation.
13.6. If the dispute is not resolved within 28 days after the appointment of the mediator, either party may then, but not earlier, commence proceedings in any court of competent jurisdiction.
13.7. This clause does not prevent either party from obtaining any injunctive, declaratory or other interlocutory relief from a court, which may be urgently required.
14. Intellectual Property
14.1. Excluding programming code and/or software not owned by 2020 Digital Design, and otherwise in public domain, ownership of the final website, functioning, will be transferred to You upon final payment.
14.2. 2020 Digital Design shall retain all Intellectual Property rights to the preliminary, developmental and final artwork, designs and processes of the creation of the web project, not the actual website itself, which will transfer to you upon final payment.
14.3. Copyright of all software and programming code in code form, designs and individual components of the project remain the property of 2020 Digital Design or its respective owners in the public domain as may be the case.
14.4. Stock photos purchased on your behalf for your project, by 2020 Digital Design, are licensed to us only. You do not have any rights to use, modify or distribute these images, outside of its original intended use in the project/website. We cannot transfer any license of images and you do not have any rights to use, modify, distribute or sell them.
14.5. All development files are and will remain the property of 2020 Digital Design under all circumstances and 2020 Digital Design is under no obligation to release these files to You at any time.
14.6. Any discarded concepts and ideas remain the property of 2020 Digital Design and must not be used by You under any circumstances unless purchased separately.
14.7. You represent to 2020 Digital Design and unconditionally guarantee any elements of text, graphics, photos, designs, trademarks, or other artwork and/or content furnished by You for inclusion on the website to be designed by 2020 Digital Design are owned by You, or that You have obtained permissions from the rightful owner to use each and any of these elements, and You further agree to indemnify 2020 Digital Design and its subcontractors from any claim, action or court proceeding arising from use of such elements furnished by You to 2020 Digital Design.
14.8. Should 2020 Digital Design, or You supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright- and royalty-free, which subsequently emerges to have such copyright or royalty usage limitations, You agree to allow 2020 Digital Design or authorise a suitably qualified third party to remove and/or replace the file on the site.
15. Cross Browser Compatibility
15.1. Our agreement contemplates the creation of a website compatible with Internet Explorer 7ex, Firefox, Google Chrome & Safari browsers current at the date of this contract. Compatibility is defined herein as all critical elements of each page being viewable in these browsers.
15.2. You acknowledge some advanced techniques on the Internet may, however, require a more recent browser version and brand or plug-in.
15.3. You also acknowledge as new browser versions of Internet Explorer and Firefox are developed, the new browser versions may not be compatible and 2020 Digital Design is not responsible for compatibility issues that may arise after the completion of the project.
15.4. Costs for time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated.
16.1. 2020 Digital Design makes no warranties of any kind, express or implied, for any and all products and/or services it supplies.
16.2. 2020 Digital Design will not be held responsible for any and all damages resulting from products and/or services it supplies.
16.3. 2020 Digital Design is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. You agree not to hold 2020 Digital Design responsible for any such loss or damage.
16.4. You agree 2020 Digital Design is in no event liable for any loss of profits, loss of sales, costs of damage or costs associated with business interruption as a result of any services 2020 Digital Design offers You
16.5. The website and/or software is provided ‘AS IS’, without warranty of any kind. No written information or advice given by 2020 Digital Design shall create a warranty.
16.6. We do not warrant that the website and/or software will be uninterrupted or error-free or that defects in the software will be corrected. Should the website and/or software be defective You assume the entire costs of all necessary servicing, repair or correction.
16.7. Any claim against 2020 Digital Design shall be limited to the relevant fee(s) paid by the client.
16.8. 2020 Digital Design reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions.
16.9. 2020 Digital Design and You will not knowingly perform any actions to contravene these Terms and Conditions.
17.1. These Terms and Conditions supersede any previous Terms and Conditions distributed in any form.
17.2. 2020 Digital Design reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
18. Jurisdiction/ Governing Law
18.1. This Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Queensland and the parties irrevocably submit to the exclusive jurisdiction of the Courts of Queensland and all appellate Courts.
19. Entire Agreement
19.1. The provisions of this Contract contain the entire understanding between the parties concerning the subject matter of this Contract and there are no conditions, warranties, promises, representations or obligations, written or oral, express or implied in relation thereto, other than those especially stated in this Contract.
20.1. A party’s failure or delay exercising a power or right does not operate as a waiver of that power or right.
20.2. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.
20.3. A waiver is not effective unless it is in writing.
20.4. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.
21.1. If any of these Terms and Conditions are legally unenforceable or made inapplicable, it shall be severed or read down, but to maintain (as far as possible) all other terms of the Terms and Conditions (unless to do so would change the underlying principle commercial purpose of the Terms and Conditions)
22. Agreement non-exclusive
You acknowledge 2020 Digital Design is providing services to You on a non-exclusive basis and that 2020 Digital Design may provide services of the same or similar nature to any other party.