Terms & Conditions

LAST UPDATED  // 16 June, 2023

Below are Joelle Studio (throughout this document will be referred to as The Designer) standard terms and conditions. It is vital that you (The Client) please take time to read through thoroughly and ensure you fully understand these terms and conditions and their implications before you commence any project with “The Designer”. Please contact us if you do not understand any of the Terms and conditions in this document.

The client agrees to the following terms on payment of deposit.

Ownership
Once the Designer gives the work product to the Client and is paid in full, the Designer will only have rights to the work outlined here: The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

Timeframe:
The project must be completed within 3 months from the start date. If the client pauses the project or stops responding for any reason and does not contact The Designer, it is at the Designer’s discretion as to whether the project will continue after 3 months or more. The Designer may discontinue work if they do not hear from the Client.

Project
Services in the form of Ongoing Works in accordance with the Project Specifications. Deliverables that conform to the requirements specified in the Project Specifications

Time Frame
The Designer will do their best to adhere to the planned timeframe. However, this timeframe does not include delays or pauses from the Client. If the Client takes more than 3 business days to respond with feedback, this time will be added on to the Designer’s process. Ie. the Client responds in 8 days, The Designer will have an extra 8 days to return feedback requests

Change Requests
Up to three revisions are included in total fees provided by Joelle Studio. Every revision outside of this scope will incur a fee. The Client must notify the Designer at least two weeks before the Completion Date of any Change Requests. The Designer will provide the Client with a quote for any additional Payments or Expenses associated with the Change Requests within one week. The Designer will not commence any work under the Change Requests until the Client accepts the quote in writing. Any changes after final payment have been made that are not minor updates (edits and updates, not redesigns) will need to be quoted for.

Payment and expenses
The Client must pay the Deposit to the Designer before the Designer will commence working on the project. The completion payment of the Project will be paid according to the Project Specifications. 50% upfront and 50% on completion is a standard process.
The Designer will invoice the Client for work done at the end of the project. The Client will pay the amount owed within 7 days of receiving the invoice.
If payment required is not made within the required time frame, an additional amount of a late fee may be charged. The Client agrees to pay for the documented expenses in the Project Specifications and for any other expenses the Designer may incur after receiving authorisation and approval from the Client in writing.

Cancellation
If Client decides to terminate the project early, the Designer will retain all payments already made as of the notification date, and the Client shall pay the Designer:

(a) for all expenses incurred as of the date of notification of termination
(b) an early termination fee equal

to 25% of the total project fee, and
(c) No IP rights will be transferred
If the either party elects to terminate this Agreement after the Commencement Date, then the Client must pay the outstanding amount for all the work undertaken up to and including the date of termination and has completed so far (including development work that is yet to be delivered as a Deliverable to the Client).

If the Designer chooses to terminate the project early for personal or circumstantial reasons, the work completed to date will be pro-rated and the client will keep work that has been paid for.

Resending files
If a client loses or accidentally deletes the files delivered by The Designer at the completion of the project, The Designer can re-upload to DropBox, Google Drive or WeTransfer free of charge for up to six months. Requests made after six months will incur a fee of $50 per request (plus GST) providing the request from the “Client” has been made within 2 years from the date of completion

Copyright
The Designer retains full ownership of the design concepts and materials it produces. Once a final concept is delivered to a client and full payment is received, complete ownership rights to the concept transfer to the client.

Unused concepts remain the property of The Designer.

The Designer may still use paid-for concepts in its promotional materials and in its design portfolio. Unless the client requests otherwise, The Designer retains the right to display a small byline claiming design credit on works it produces, except for corporate stationery. This granting of copyright does not extend to the use of design proposals and concepts submitted to but not approved for the work outlined.

Until final payment, The Designer retains ownership of all artwork and website architecture. The Designer reserve the rights to certain elements used to create your projects including RAW files, fonts, patterns, stock images, textures, colour palettes and other non-exclusive items.

The Designer 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 The Designer all services provided shall be for the exclusive use of the client’s said purposes only. 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 The Designer till such time an agreement is in place. As part of The Designer's terms of business, the copyright license is automatically released to the client on receipt of final payment for the commissioned work.

The Designer 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 The Designer in print or digital media portfolios, social media and blogs, except where the client has specifically requested in writing otherwise.

Confidentiality
The Designer agrees to keep the Confidential Information provided to it or obtained by it pursuant to or as a result of this Agreement strictly confidential and not to disclose or divulge the same to any other person or entity except if disclosure is required by law. Both the Client and the Designer agree to keep Confidential Information relating to a Third-Party provided or obtained as a result of this Agreement strictly confidential and not to disclose or divulge the same to any other person or entity except if disclosure if required by law.

Liability
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this contract. Under no circumstances shall The Designer 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 The Designer including (without limitation) loss of profit, loss of contracts or pure economic loss. Any liability is strictly limited to the direct losses associated with the supplies. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.

The Designer will not be liable to the Client for:

In no circumstances will the Designer be liable for any loss of interest, revenue, profit, or any data, or for any consequential, indirect, incidental or special damages suffered by the Client relating to the subject matter of this Agreement, including but not limited to:(i) the maintenance of confidentiality of any and all access codes, log in details, and passwords; (ii) the installation of security mechanisms to maximise the use of the Services; (iii) the failure of computer equipment, software, or any other Deliverable used in connection with use of the Services; (iv) the unauthorised use of the Services, access codes, log in details, and passwords; (v) the failure to achieve any goals through the use of the Services; and (vi) any and all activities in connection with the improper or unauthorised use of the Services. (b) To the fullest extent permitted by law, Designer’s liability to the Client (whether such liability is in contract, tort, negligence, or for any breach of warranty, representation or statute) for any act or omission done in connection with the subject matter of this Agreement, will be limited in aggregate to an amount equal to any outstanding Fees.

Indemnity of the Designer
The Client agrees to indemnify the Designer on a full indemnity basis against any loss or damage from and against all third party claims or proceedings arising out of: (a) a breach of the Client’s obligations under this Agreement; or (b) a breach of a Representation or Warranty under Clause 8 of the Agreement.

Print Returns And Refunds
It is agreed that The Designer 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 in writing), committed to print or posted in view of the public. The Designer will not be held responsible for any changes or amendments made after approval.

It is the sole responsibility of the client to notify The Designer 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 The Designer within 7 days of product acceptance and must return the product (at the cost of the client) within 14 days of acceptance for assessment.

The Designer is liable for errors in the final copy which differ from the approved version but are not made due to their errors or omissions.

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 The Designer.

Force Majeure
If by an act of Force Majeure a Party is unable to perform in whole or in part any obligation of this Agreement, that Party is relieved of that obligation to the extent and for the period that it is unable to perform and is not liable in respect of such inability.

Governing Law and Jurisdiction.
(a) This Agreement shall be governed by and construed in accordance with the laws of Australia. (b) The Parties irrevocably submit to and accept, generally and unconditionally, the non-exclusive jurisdiction of any of the Courts of Australia with respect to any legal action or proceedings which may be brought at any time relating in any way to this Agreement.

Variations
No variation of this Agreement, nor consent to a departure by a Party from a provision, shall be of effect unless it is in writing, signed by all the Parties or (in the case of a waiver) by the Party giving it. Any such variation or consent shall be effective only to or for which it may be made or given.

Entire Agreement
This Agreement contains the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements, whether oral or written.

Consent

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Contact information: hello@joelle.studio