Service Agreement
Below are the Studio Dyllan standard terms and conditions. It is vital that you please take time to read through thoroughly and ensure you fully understand these terms and conditions before you commence any project with Studio Dyllan.
We’ll always do our best to fulfil your needs and meet your expectations. But it ’s important to have things written down so both you and us know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’ t find any complicated legal terms or long passages of unreadable text. Please contact us if you do not understand any of the terms and conditions in this document. By working with Studio Dyllan, you as a client are entering a legally binding contract for services and agree to these terms and conditions.
Quotation
The quotation that is attached is part of these terms, and is valid for thirty (30) days from its issue date.
The figures in the quote are minimum estimates for the project - the final amount payable will be indicated on our invoices issued in the course of this project, taking into account factors including rush fees, expenses paid on your behalf, and any changes to the project scope (all of these are explained below). If there’s no change to the project scope, it is very unlikely that the final amount payable will differ from our estimate.
Project Schedule
We’ll do our best to meet the project deadlines outlined in the quote. That said, our ability to do this depends on you giving us everything we need to complete the project in the format that we need it, as and when we need it. You’ll review our work and provide feedback and approval in a timely manner too, but we recognise that creativity does not follow a schedule, so time is not of essence in the contract.
Payment schedule and terms
You agree to stick to the payment schedule outlined in the quote, and to pay our invoices in accordance with the terms stated on the invoice, or, if no terms are stated, within seven (7) business days of receipt. You agree to pay a 50% deposit of the quoted amount to commence any design project, with the balance payable prior to final delivery. Once work has commenced on a project, this deposit is non-refundable. In the case of a change of mind this deposit is non-refundable.
Amendments to our work
We provide up to two (2) rounds of amendments to our brand identity and website development projects at no extra charge, as long as the changes requested do not substantially alter the original project scope, nature or purpose; and as long as you have not already given us your final approval for the piece of work concerned. Any other kinds of amendments are considered a change in the project scope, which is explained in paragraph 8 below.
Cancellation
You can cancel this contract at any time, by informing us in writing at least one (1) month in advance. Likewise, we can cancel this contract any time, by informing you in writing at least one (1) month in advance.
Cancellation does not affect any benefit or right that you or us become entitled to beforehand. So regardless of cancellation, you will pay us for any outstanding invoices and for work already done but not yet invoiced. The 50% deposit invoice is non refundable should you choose to cancel the contract.
Final delivery
For graphic design projects, we will deliver to you the digital files containing the final project deliverables within seven (7) business days after you approve them, and after you’ve paid all our outstanding invoices. The files will be delivered in PDF, PNG, JPG, and EPS formats.
For website development projects, all files that are required for the website to function properly will be uploaded to your server within seven (7) business days after you approve them, and after you’ve paid all our outstanding invoices.
What you can do with the designs after payment of the final project invoice
If we designed a trademark (in logo and/or tagline form) as part of your project, then, as far as the trademark is concerned:
Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we assign to you all right, title and interest in the trademark.
In exchange, you grant us a royalty-free and permanent licence to use representations of the designs and taglines in our portfolio (in all types of media), as a sample of our past works, in trade publications, educational material, to promote ourselves, and for competitions. We will not share any product or packaging designs publicly at any point during or after the project, nor will we share brand identity/website development design work until after brand launch.
You’ll be entirely responsible for making sure our designs and taglines are free for you to use and register as a trademark, and that they don’t infringe anyone else’s rights - we cannot and do not accept any liability for these matters.
We’ll sign any documents that are reasonably needed to confirm or evidence that you own the designs, provided you bear any legal and other fees that are incurred by either you or us in the process.
For all other deliverables created by us:
Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we grant you a royalty-free licence and the intellectual property rights to use the deliverables for the uses stated in the quotation, without any changes or additions (except that you can make the designs smaller or larger for printing or display purposes). This is exclusive of the items outlined in the last paragraph of this section, product design.
If you want to put the deliverables to additional uses, or make changes to them, additional fees will apply, and we might have to obtain additional licences from third party vendors - contact us and we’ll be happy to work out some terms with you. Otherwise we will have to look to you to cover us for any damage, legal fees and consequences if you put the deliverables to additional uses without our prior authorisation.
In terms of website design and development, all rights, ownership and title inclusive of intellectual property of the website design, visuals, content and code files are handed over to the client once final payment has been made. This is exclusive of domain name ownership, which is defined between the client and their domain provider. Any stock imagery provided by a third party remains the intellectual property of said third party.
In terms of product design, all rights, ownership and title inclusive of intellectual property are handed over to the client once final payment has been made. If you would like access to the working files during or after the project, there is a 30% fee added to the product design cost. This fee is over and above what is currently included in your invoice, please advise if you would like the release fee added.
Use of working files
In the instance that working files have been requested and paid for, these can not be used to replicate future works. They must only be used for the initial intention of the working file. ie. if you have multiple files that follow the same style, you can not have us build one, and then use that original file to roll out the future files, unless explicitly discussed and agreed to in writing.
Changes to the project scope
We recognise that you may have new ideas which you may want to include later on, and we’ll be able to accommodate you. Inform us of the changes or additions, and if they are not already provided for in the existing quotation given, we will provide a separate quotation to cover them.
We understand that there may be urgent changes to the project scope that need to be carried out right away. You can request and approve an oral quote in order for us to start work on urgently needed changes, and we will follow up with an invoice later on.
Third party vendors
We may purchase or license from third party vendors materials used in your project (including source code, work-up files, photographs, illustrations etc.). Where we license such material, the intellectual property rights in the licensed material remain the property of the third party vendors.
Rush Fees
The quotation attached does not cover any work that has to be rushed ahead of the project schedule, or work outside the project scope that is to be executed on a rush basis. Rush work means work that you request us to complete within one (1) week of your request.
Our rush service fees are charged at a premium basis of 150% (one hundred and fifty per cent) of the amount stated in the attached quotation (or, if not previously quoted, of our standard charge) for the type of work requested .
Delays to the project schedule
We understand that sometimes it’s impossible to reply to emails and messages immediately, and so we don’t expect you (or us) to be able to do so. At the same time, we’ve found that keeping the momentum going produces the best results for both us and our clients.
To encourage everyone involved to do this, a delay fee of five per cent (5%) of the attached quotation amount will kick in for every fourteen (14) consecutive days that either you or us goes unresponsive - not providing information, instructions, materials or anything else necessary for the project to proceed.
The maximum amount that either you or us can claim under this clause is a sum that is equal to the quotation amount.
An explanation of our work
Text Content
We’re not responsible for writing any text copy. If you’d like us to write new content for you, we can provide a separate estimate for that.
Photographs
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.
Materials provided by you
Where you provide us materials in the course of the project, you guarantee that you own them or have been given permission to use them. Ownership of these materials will remain with you (or the persons who licensed them to you) at all times. You grant us a royalty-free licence to use them for the project and to retain copies in our business records. We will not be responsible for any damage or consequences if the materials you provided infringe someone else’s rights or are unlawful or illegal.
You will indemnify us and pay for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to your materials being infringing, unlawful or illegal in any country.
Non-payment
We’re sure you understand how important it is as a small business that we get paid promptly for our invoices. We rarely have any late payment issues with our clients, but we need to protect ourselves too.
So in the unlikely event that any of our invoices is not paid on time, we may charge a late fee, as stated on the invoice, or, if no terms are stated, amounting to five per cent (5%) of the amount owing for every seven (7) days (or part thereof) that it remains unpaid.
We also may choose to cancel the project immediately, suspend work till payment is received (including stopping ongoing work, removing unpaid material, and taking down the website), and/or take legal action to recover our fees and any lawyer’s charges for doing so.
Our rights before payment of the final project invoice
All originally created deliverables, including trademark logos and taglines, in draft and final form, are wholly owned by us prior to full payment of the final project invoice by you. This means that if the project is cancelled before completion, we retain ownership of everything, and no rights are granted to you to use them.
Errors and emissions
We will use our best efforts to prevent errors and omissions from occurring in web page information. If such errors or omissions occur, please notify us, and we will correct them for free, and that will be the limit of our responsibility and liability.
Print colour variations
Please note there may be colour variation between the screen and final product. This occurs due to differences in the way colours are managed on the screen (RGB) and print (CMYK). Screen proofing is not indicative of the final printed piece, printed colours can vary between printers, jobs and different print runs. Studio Dyllan will not be responsible for any colour variations on printing as these factors are beyond our control.
Confidential information
“Confidential Information” means information that is marked as secret or confidential, or which, based on the circumstances in which it was disclosed, ought to be treated as confidential. In the course of this project, we may receive from you (and you from us) Confidential Information. If either you or us receive from the other Confidential Information, the receiving party agrees to keep the Confidential Information secret, ensure that its agents and employees keep it secret, and not disclose it to any other person, organisation or entity.
However, the receiving party may use or disclose Confidential Information received from the other in order to comply with a court order, law or regulation, direction of a governmental or statutory authority. The receiving party may also use or disclose Confidential Information that entered the public domain due to no fault of that party, or that was disclosed to the receiving party by another source lawfully and without any obligation of confidentiality.
Limits on liability
While our aim is to deliver top quality and client satisfaction, there are some things we are unable to accept responsibility for.
We provide the deliverables to you on an as-is basis, and we make no promise or guarantee that they will be fit for, or achieve, any particular purpose.
We cannot and do not promise or guarantee that services or products purchased or licensed from third party vendors will be free from interruption or failure or that they will remain available for use for any specific period.
We will not be liable to you for lost profits or other special or consequential damages of any kind, nor will we be liable to you for direct damages unless caused by our gross negligence or fraud. The maximum damages payable to you in any event will not exceed the amount of fees actually invoiced and paid to us in connection with the project in question.
Specifically, we will not be responsible or liable to you for damages or loss caused by:
- your use of the designs and deliverables in ways that are not covered by the licences we grant to you;
- anything done by us on your instructions, or using material you provided to us;
- any breach of these terms and conditions by you;
- any legal, governmental, contractual or other approvals that were required but which you did not obtain,
and you will keep us indemnified for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to any of these specific actions and omissions.
Force majeure
Neither you nor us shall be liable for failure to perform our part of the contract, if the failure is due to force majeure events (including fire, flood, earthquake, storm, hurricane, natural disaster, war, civil war, invasion, act of foreign enemies, hostilities, rebellion, terrorist activity, government sanction, change of law, strike, lockout, industrial action, embargo, sabotage, interruption or failure of electricity service, interruption or failure of transport networks or other public utilities,
interruption or failure of Internet or other communication service).
No transfer of this contract
You cannot transfer, assign or novate this contract, the licenses given under or in connection with it, or any other parts of this contract to anyone else without our advance permission in writing, which we may choose to give subject to additional conditions.
We cannot transfer, assign or novate this contract without your advance permission in writing, except to a company or business in which we or our ultimate owners have a majority ownership interest.
Other legal stuff
We are an independent contractor and not your employee, and thus, any laws by which ownership of copyright in works created by an employee is automatically transferred to the employer do not apply.
This contract and all matters arising from it are governed by Australian law.
Studio Dyllan may amend these terms and conditions at any time without prior notice.
If for some reason part of this contract becomes unenforceable or invalid, the remaining parts will be unaffected.
A failure or delay by either party in exercising any right or benefit under this contract does not amount to a waiver of that right or benefit.
This contract will bind the parties’ respective legal personal representatives, successors and permitted assigns.