Commencement of Work
Acceptance of quote/proposal from Cleverly Studio constitutes agreement to these terms and conditions.
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.
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. Cleverly 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 are not paid COD will incur a late administration fee of $20 + GST. Accounts which remain outstanding for 14 days after the date of invoice will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding. 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.
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 a fee of $90 (plus GST if applicable) per hour will be payable.
Should additional design not initially quoted for be requested during the design process, a progress payment will be payable prior to further work being carried out. Otherwise, all additional costs will be added to the final invoice, payable prior to delivery of design files.
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 and additional 25% of Creative Mind’s ordinary hourly fees as set out in the quotation.
Publication and/or release of work performed on behalf of the client by Cleverly 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 Cleverly Studio at the completion of the project, Cleverly Studio can re-send files for a fee of $50 per request (plus GST if applicable).
Approval of Final Artwork
While Cleverly Studio takes all care to avoid errors, Cleverly 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 the Cleverly 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. Cleverly Studio will not be held responsible for and changes or amendment made after approval. It is the sole responsibility of the client to notify Cleverly 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 Cleverly 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 project 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 Cleverly Studio.
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 Cleverly Studio until such time an agreement is in place.
Cleverly 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 Cleverly 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 Cleverly Studio and includes design proposals and concepts submitted but not approved for the work outlined.
Until final payment Cleverly Studio retains ownership of all artwork and website architecture. Cleverly 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.
Cleverly 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 Cleverly 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.
Cleverly 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 Cleverly Studio in print or digital media portfolios, social media and blogs, except where the client has specifically requested in writing otherwise.
Website Design – Credit
The Client agrees to allow Cleverly Studio to place a link to Cleverly Studio’ 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 Cleverly Studio to place websites and other designs, along with a link to the client’s site on “Cleverly Studio’” own website for self promotional purposes.
Website Design – Post Completion Alterations
Once web design is complete, Cleverly Studio will provide the customer with the opportunity to review the resulting work. Cleverly Studio will make one set of minor changes at no extra cost within 14 days of the start of the review period. 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 Cleverly Studio by e-mail and confirmed by phone. Cleverly 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 after this time for tweak and amendments is payable of $90 AUD plus GST if applicable.
Open Source Software
Cleverly Studio makes extensive use of open source software and components to supply websites and services to you. Cleverly Studio will not charge additional licensing fees on open source software.
You indemnify Cleverly Studio against any loss or damage arising directly or indirectly from any failure of software supplied to the you.
All software and components not developed by Cleverly Studio retain the original license and terms associated with them. Cleverly Studio cannot assign any rights to you and you agree to be bound by the original Author’s terms.
Cleverly 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 Cleverly Studio at an additional cost outside of the scope of this agreement.
As the standard open source software used by Cleverly 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 Cleverly Studio.
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 Cleverly 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 Cleverly Studio and the client by negotiation) a pro-rata payment is payable for time spent up until cancellation notice, at an hourly rate of $100 per hour plus GST.
If a project is cancelled by Cleverly 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 the Cleverly Studio.
Liability and Litigation
It is agreed that all work and materials provided for The Client by Cleverly 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 Cleverly 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 Cleverly 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 Cleverly Studio 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.
It is agreed that employees of Cleverly 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 Cleverly Studio are held to a strict confidentiality and non-disclosure agreement. Contractors of Cleverly Studio are also bound by a strictly enforced non-solicitation agreement for a period of 36 months after the conclusion of their work with Cleverly Studio. If a this was to be breached by the contractor Cleverly Studio will take swift and reparatory measures to ensure the The Client is made aware that the contractor in question is no longer a representatives of Cleverly Studio and acting independently. Furthermore the unlawful contractor will be prosecuted through legal channels to the full extent of the law in such cases.
Cleverly 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 Cleverly Studio guidelines of professional behaviour and ethics.
Late Payments and Default
Accounts which are not paid within 7 days will incur a late administration fee of $20 + GST. Accounts which remain outstanding for 14 days after the date of invoice will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding.
An account shall be considered in default if it remains unpaid for 30 days from the date of invoice or The Client has stated expressly that they do not intend to pay an invoice by “Cleverly Studio “, unless prior arrangements have been made. Cleverly Studio shall at it’s sole discretion suspend any and all services provided to the client by Cleverly Studio or it’s 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 Cleverly Studio reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
Cleverly Studio retains all copyright for work performed until full project costs have been paid. Cleverly Studio reserves the right to reuse or resell work undertaken in the case of payment default.
Cleverly 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 Cleverly Studio prior to the commencement of work outlined in this submission.
Cleverly 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 Cleverly 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.
Graphic design, strategy, photography and marketing are all highly creative and subjective art forms. As such Cleverly Studio take every possible care with professional advice offered and any suggested creative concepts and/or their implementation, however the Cleverly Studio cannot be held responsible for variations between expectation and outcome.