Project Agreement
This Agreement (‘Agreement’) is made between Creative Digital ABN 29 650 058 996 (hereinafter referred to as “Service Provider”) and The Client (hereinafter referred to as “Client”).
- Effective Date
This Agreement becomes effective upon the Client’s formal signing of the Agreement, written acknowledgment, or the date the first project invoice is issued. In the absence of a signed copy of the proposal, the receipt and payment of the first invoice will be deemed acknowledgment and acceptance of the terms and conditions outlined in this Agreement. Any verbal or electronic acceptance will also be considered valid, subject to the same terms.
- Services
The Service Provider agrees to provide the services outlined in the attached proposal. The services to be provided will be described in detail and agreed upon by both parties. This includes but is not limited to digital marketing, design work, branding, website design, search engine optimization (SEO), social media campaigns, and any other associated services as specified. Any additional services or modifications to the original scope of work will be subject to a formal Change Order and additional charges as applicable.
- Commencement of Work
The Client acknowledges and agrees that no work will commence until the required deposit has been received. The Client will be considered to have agreed to the work and services outlined in the proposal and terms upon receipt of the estimate amount and acknowledgment of these Terms and Conditions. The Service Provider will not be held responsible for any delays caused by the Client’s failure to approve or submit necessary materials or information in a timely manner.
- Content
The Client agrees to provide any necessary logos, images, text, and other required content in digital form for the completion of the work. If the Client fails to provide the necessary content or materials by the agreed-upon deadlines, the Service Provider reserves the right to adjust the project timeline or invoice the Client for additional costs incurred due to delays.
- Confidentiality
The Service Provider agrees to maintain confidentiality concerning any proprietary or confidential information provided by the Client. This includes but is not limited to business plans, marketing strategies, client lists, financial information, and other sensitive data. This confidentiality obligation remains in effect even after the completion of the project unless otherwise agreed by both parties in writing. However, unless the Client asserts their right to issue legally binding confidentiality agreements, the Service Provider cannot guarantee absolute protection of confidential information.
- Design Process
The Client acknowledges that design work requires collaboration and feedback. The estimate provided by the Service Provider reflects the projected cost of the project based on the agreed-upon scope. The Service Provider will follow a structured design process, with approval required at various stages. Any changes to the scope of work or design that are not included in the original estimate may incur additional costs. The Client will be informed of any changes in pricing, and any significant changes in scope or deliverables will be documented in a Change Order.
The Client is responsible for providing feedback on design drafts within a reasonable timeframe, as delays in feedback can result in project delays and potential cost increases. Once the design concepts are approved and signed off by the Client, any changes after this point will be considered “Author’s Corrections” and will be billed at the Service Provider’s hourly rate.
- Intellectual Property Ownership
Upon the Client’s full and final payment for the project, the Service Provider will transfer exclusive rights to the design work and all associated deliverables, including any branding, websites, and marketing materials, to the Client. The Client will hold full ownership and rights to these materials, subject to any third-party restrictions (e.g., stock images, fonts, etc.).
However, the Service Provider retains ownership of all original design files, native files, and the right to use the created materials for promotional purposes, such as in portfolios, website examples, and social media, unless the Client requests otherwise in writing. The Client acknowledges that the Service Provider’s continued use of the materials for promotion does not infringe upon the Client’s exclusive use of the final deliverables.
- Payment Terms
The Client agrees to pay a 50% deposit upon signing the contract. The deposit is non-refundable once work has begun. The remaining balance is due upon completion of each project milestone, before the final delivery of work, or within 60 days of the project commencement date, whichever occurs first.
If the project is ongoing and spans more than four weeks, the Client agrees to make monthly payments based on the progress of the work completed up to that point. The Service Provider will issue invoices monthly, with payment due upon receipt of each invoice. Late payments will incur an additional 5% interest fee per month on the outstanding balance. If payment is not received within 60 days, the Service Provider reserves the right to suspend or terminate the work until payment is made.
- Late Payment and Interest
In the event that the Client fails to make payment on time, a 5% interest fee per month will be charged on any overdue amount. The Service Provider reserves the right to charge a higher late fee if the Client’s account remains overdue for more than 60 days. Continued non-payment will result in the suspension of services, and the Service Provider may take legal action to recover any unpaid amounts, including applicable collection fees.
- Termination of Agreement
Either party may terminate this Agreement by providing written notice to the other party. If the Client terminates the Agreement prior to the completion of the project, they are still responsible for payment for any work completed up to the point of termination. If the Client wishes to receive unfinished work, the Client will be required to pay for any hours or materials already spent.
If the Service Provider terminates the Agreement due to non-payment or failure to provide necessary materials or feedback, the Service Provider will return any uncompleted work to the Client, and the Client will be responsible for paying for the work done up to the point of termination.
- Compliance with Australian Consumer Law
This Agreement is governed by the Australian Consumer Law (ACL) under the Competition and Consumer Act 2010 (Cth). The Client has specific statutory guarantees under Australian law, including guarantees regarding the quality and performance of services provided. These guarantees cannot be excluded or waived by this Agreement.
- Dispute Resolution and Mediation
In the event of a dispute, both parties agree to first attempt to resolve the issue through good-faith negotiations. If the dispute cannot be resolved informally, the parties agree to pursue mediation in accordance with the rules of an accredited Australian mediator. If mediation is unsuccessful, either party may take legal action under the jurisdiction of Australian courts, where the Service Provider operates.
- Indemnity
The Client agrees to indemnify and hold the Service Provider harmless from any claims, damages, or losses resulting from the Client’s use of the work provided, including any infringement of intellectual property rights, defamation, or violation of any third-party rights.
- Limitation of Liability
Except in cases of negligence or willful misconduct, the Service Provider’s total liability under this Agreement is limited to the total amount paid by the Client for the project. The Service Provider will not be held liable for any indirect, consequential, or special damages arising from this Agreement, including loss of business, data, or profits.
- Force Majeure
Neither party will be held liable for any failure to perform under this Agreement due to unforeseen events such as natural disasters, pandemics, strikes, or government action. If the force majeure situation continues for more than 30 days, either party may terminate the Agreement by written notice.
- Governing Law
This Agreement is governed by the laws of the state or territory in Australia where the Service Provider operates. The Client agrees to submit to the jurisdiction of the courts in that state or territory.
- Changes to Agreement
Any changes or modifications to this Agreement must be made in writing and agreed to by both parties. The Service Provider reserves the right to modify the terms and conditions of this Agreement in the event of unforeseen changes in business practices, legal requirements, or operational procedures.
- Survival of Terms
The terms of this Agreement that should survive termination or expiration, including confidentiality, indemnity, intellectual property rights, and payment obligations, will remain in effect after the Agreement ends.
- Subcontracting
The Service Provider may subcontract or delegate any of its obligations under this Agreement to third parties, including contractors, agents, or other service providers. However, the Service Provider will remain responsible for the quality and completion of the services as outlined in this Agreement.
- Entire Agreement
This Agreement represents the entire understanding between the parties. Any prior written or oral agreements are superseded by this document. Both parties agree that this Agreement constitutes the full and exclusive terms of engagement.