TERMS & CONDITIONS
These terms and conditions are effective from the date The Client:
Agrees to a quote through email communication or
Requests work from Olivia Borri Designs at the usual hourly rate
Definitions
Agreement
The entire content of this Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, together with any exhibits, schedules or Attachments.
Attachments
All materials, information, photography, writings and other creative content provided by The Client for use in the preparation of and/or incorporation in the Deliverables.
Copyright
The property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian Copyright Law.
Deliverables
The services and work product specified in the Proposal to be delivered by Olivia Borri Designs to The Client, in the form and media specified in the Proposal.
Final Artwork
Creative content supplied to the client for its intended final use, including and by way of example, not limitation, high resolution print ready PDF files, HTML website files, low resolution photographic images or final printed artwork.
Original Artwork Files
All creative content developed or created by Olivia Borri Designs, or commissioned by Olivia Borri Designs, exclusively for the Project, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to The Client Content, and Olivia Borri Designs selection, arrangement and coordination of such elements together with The Client Content and/or Third Party Materials.
Fees
Charges for the Services as outlined in your proposal document, or the hourly rate of $50 per hour.
Final Deliverables
The final versions of Deliverables provided by Olivia Borri Designs and accepted by The Client.
Preliminary Works
All artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Olivia Borri Designs and which may or may not be shown and or delivered to The Client for consideration but do not form part of the Final Art.
Project
The scope and purpose of The Client’s identified usage of the work product as described in the Proposal.
Services
All services and the work product to be provided to The Client by Olivia Borri Designs as described and otherwise further defined in the Proposal.
Third Party Materials
Proprietary third-party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
Trademarks
Trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of The Client.
General
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 Olivia Borri Designs prior to the commencement of work outlined in this submission.
Commencement of work
The Client agrees to provide written approval of this submission before any work is commenced, as a Letter of Agreement between The Client and Olivia Borri Designs concerning the work outlined in this submission.
Force Majeure.
Olivia Borri Designs shall not be deemed in breach of this Agreement if Olivia Borri Designs is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity of Olivia Borri Designs or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Olivia Borri Designs control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Olivia Borri Designs shall give notice to The Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
Jurisdiction
Olivia Borri Designs is located in New South Wales (NSW), Australia. This agreement is subject to the governing law of New South Wales, Australia.
Notices
All notices to be given hereunder shall be transmitted in writing by electronic mail with return confirmation of receipt. Notice shall be effective upon confirmation of receipt.
Termination
This agreement may be terminated at any time by either party with thirty (30) days’ notice for any reason. In the event of termination, Olivia Borri Designs shall be compensated for the Services performed through the date of termination in the amount of any advance payment, a prorated portion of the fees due, or hourly fees for work performed by Olivia Borri Designs as of the date of termination, whichever is greater; and The Client shall pay all expenses, fees, out of pockets together with any additional costs incurred through and up to, the date of cancellation. Upon expiration or termination of this Agreement, each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
Fees & Charges
Fees to be charged as either:
Hourly Rate: Regular
In consideration of the Services to be performed by Olivia Borri Designs, The Client shall pay to Olivia Borri Designs an hourly rate of $50 for all work between the hours of 8am and 6pm, Monday to Friday.
Hourly Rate: After Hours
In consideration of the Services to be performed by Olivia Borri Designs, The Client shall pay to Olivia Borri Designs an after-hours hourly rate of $80 for all work outside the hours of 8am and 6pm, Monday to Friday.
Set Project Amount
A set amount can be agreed upon for an entire project, prior to commencement of that project. All hours worked on that project are to be between the hours of 8am and 6pm, Monday to Friday. If the Client requires the Set Amount Project be worked on outside of these hours, and additional hourly fee of $80 applies.
Deposit
A 50% non-refundable deposit is required upon acceptance of your quote, and before any work begins on your project.
Final Balance
The final balance is due upon completion of your project, before any final artwork or print items are supplied, or websites launched.
Additional Costs
The Project pricing includes the fee outlined in your package only. Any and all outside costs including, but not limited to, additional stock images, photography and/or artwork licenses, music licenses, online access or additional hosting fees, print or production fees will be advised to the Client prior to Olivia Borri Designs purchasing on the Clients behalf, and billed to The Client separately.
Payment
All invoices are payable within fourteen (14) days of receipt. A monthly service charge of 1.5 percent (1.5%) is payable on all overdue balances. The Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Olivia Borri Designs reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes. If your Account contains a negative balance or you fail to pay any Fees when due, we may suspend your Account, or the provision of Services to you.
If you wish to dispute an invoice or charge, then you agree to do so in good faith and within fourteen (14) days of date of invoice or charge.
In the event any collection action is taken by us to recover any overdue amount, any costs incurred by us in recovering the debt (including, without limitation, any legal expenses (on a solicitor/client basis), collection agency charges or any other reasonable associated costs incurred) are payable by you and shall be recoverable by us as a separate debt.
Obligations
You are responsible for arranging and obtaining, any and all intellectual property right consents, clearances and authorisations (including from any third-party) necessary to ensure the ordering, provisioning and/or use of our Services does not infringe upon any third-party intellectual property rights. This includes, without limitation, the provision of copyrighted materials, use of trademarks and/or logos and use of fonts.
Liability
To the maximum extent permitted by law, you agree that we exclude all liability for indirect and consequential loss or damage of any kind, loss or corruption of data, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this Agreement.
Our total liability for loss or damage of any kind, however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this Agreement shall not exceed an amount equal to the Fees paid by you to us in the preceding six (6) months for that Service.
You agree to indemnify, keep indemnified and hold us harmless from and against any and all actions, claims, proceedings, losses, damages, costs and expenses (including legal fees and expenses on a solicitor/client basis) and other liabilities of whatever nature, whether foreseeable or not, and whether direct or indirect, incurred by us in respect of any claim by a third party arising in connection with this Agreement (except to the extent such a third party claim arises as a direct result of our breach of this Agreement), and/or arising in connection with your breach of this Agreement.
The damages payable by one party to the other party under or in connection with this Agreement will be reduced to the extent that the act or omission giving rise to liability to pay those damages was caused or contributed to by that other party.
Changes & Amendments
Unless otherwise stated, 2 rounds of amends are included in all projects. The Client shall pay additional charges for changes requested by The Client which are in excess of this, or outside the scope of the original brief or project agreement, at Olivia Borri Designs standard hourly rate of $50 per hour. Such charges shall be in addition to all other amounts payable under the agreement, despite any maximum budget, contract price or final price identified therein. Olivia Borri Designs may extend or modify any delivery schedule or deadlines as may be required by such Changes.
Timing
Olivia Borri Designs will prioritise performance of the Services as may be necessary and will undertake commercially reasonable efforts to perform the Services within the time(s) identified. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either:
Approve the Deliverables in writing or
Provide written comments and/or corrections sufficient to identify The Client’s concerns, objections or corrections to Olivia Borri Designs.
Written Clarification
Olivia Borri Designs shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that Olivia Borri Designs ability to meet any and all schedules is entirely dependent upon The Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions and that any delays in The Client’s performance or Changes in the Services or Deliverables requested by The Client may delay delivery of the Deliverables. Any such delay caused by The Client shall not constitute a breach of any term, condition or Olivia Borri Designs obligations under this Agreement.
Testing & Acceptance
Olivia Borri Designs will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to The Client. The Client, within five (5) business days of receipt of each Deliverable, shall notify Olivia Borri Designs, in writing, of any failure of such Deliverable, or of any other objections, corrections, changes or amendments The Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Olivia Borri Designs will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from The Client, the Deliverable shall be deemed accepted.
Written Content
All written content must be supplied by The Client to Olivia Borri Designs prior to project commencement and it is up to you to proof and approve that content. Prior to publication you must satisfy yourselves that the material provided to us will comply with all applicable laws, and codes of practice governing the use of printed and online material and related services. This includes the intellectual property and copyright ownership of all material that you have provided to us also. We are similarly not responsible for your subsequent use of the product and your compliance of various commonwealth and state legislations.
We accept no responsibility, liability or costs incurred for any conduct implemented by you that does not concur with or conform to the individual guidelines of each individual Search Engine.
We accept no responsibility or liability for any actions taken by you that cause your website to be penalised or banned from any Search Engine. It is your responsibility to implement the changes, based on the Terms and Conditions outlined by each Search Engine specifically at the time of implementation.
Whilst we endeavour to create a content rich and engaging website that is designed to maximise conversions, we cannot offer any guarantees in regards to new leads and customers generated by your website.
Third Party Contractors
You agree that in the provision of Graphic & Web Design services by us we may utilise the services of third-party contractors, and that we may pass on to such contractors any information or materials, including design brief and content, provided to us by you.
Client Responsibilities
The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
Coordination of any decision-making with parties other than Olivia Borri Designs;
Provision of The Client Content in a form suitable for reproduction or
Incorporation into the Deliverables without further preparation; and
Final proofreading and in the event that The Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, The Client shall incur the cost of correcting such errors.
Accreditation/Promotions
Olivia Borri Designs retains the right to reproduce, publish and display the Deliverables in Olivia Borri Designs portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses, unless specifically forbidden by The Client and provided to Olivia Borri Designs in writing.
Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
Confidentiality
It is agreed that employees of Olivia Borri Designs 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.
Litigation
It is agreed that Olivia Borri Designs 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.
Copyright
It is agreed that The Client will have the exclusive right to retain and reproduce any artwork, manuals, information, material reports and other output which is produced from the performance of the work outlined in the Proposal. It is agreed that Olivia Borri Designs hereby assign to The Client, upon written confirmation of this submission, all rights title and interest in the future copyright of any artwork, manuals, information, material reports and other output which is produced, extended or modified during the performance of the work outlined in the Proposal. This granting of copyright does not extend to the use of design proposals submitted but not approved by The Client for the work outlined in the Proposal. In addition, any designs created or put forward to The Client by Olivia Borri Designs shall have permission to be used in both digital and print portfolio to present to prospective clients as examples of previous work completed.
Physical Items
The Client is responsible for organising the production of all physical items including and by way of example, not limitation, printed artwork, signage, flyers, business cards, stickers.