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KRUSHELL CREATIONS'
DESIGN AGREEMENT
Last updated: 01 JUNE 2024
By engaging us, you, the Client, agree to the following Client Terms (the ‘Terms’):
‘Fee’ means the price for the Services or Project agreed upon in the Proposal.
‘Krushell Creations’ is engaged and agrees to perform the design Services for the Client.
‘Project’ means the deliverables, work, or content described in the Proposal.
‘Proposal’ means the outline of our Services for your work or Project.
‘Services’ means the design services outlined in the Proposal and any other services that may be agreed upon in writing occasionally.
1. DELIVERY OF SERVICES AND PROJECTS
1.1. Krushell Creations agrees to deliver the Project by the deadline agreed in writing between the parties. If there is any delay in delivery, Krushell Creations will notify the Client to discuss and agree on an alternate date. The Client acknowledges that any late provision of any materials, information, or responses that Krushell Creations may have requested or required may delay the project's delivery. The Client acknowledges that KC is not responsible for any such delay.
1.2. The Fee will include a first version of the Project and is limited to 2 reasonable revisions or as otherwise agreed. A ‘reasonable revision’ means non-material, minor changes only. Any structural, substantial changes or new material not included in the original Proposal will be charged at Krushell Creations’ hourly rate at the time of the request.
1.3. Requested revisions must be returned to Krushell Creations within 1 week of submission of the first version of the Project or as otherwise agreed. Any late delivery of modifications by the Client to Krushell Creations may delay the finalization of any Project as Krushell Creations may have blocked their time out for other work and clients.
1.4. Krushell Creations will complete and deliver the Project with the final revisions within one week of receiving revision requests; except for any agreed Projects for which Krushell Creations and the Client have decided on an alternative timeframe.
2. CLIENT APPROVAL AND USE OF PROJECT MATERIAL
2.1. Krushell Creations agrees that they will be the sole creator of the Project or will use their own professional and qualified employees or contractors. Krushell Creations shall be solely responsible for any employees or contractors they use to assist with any Project and will vet all final versions before presentation to the Client.
2.2. The Client is responsible for written or verbal approval required to complete the Project within the agreed timeframe. Payment of the invoice rendered by Krushell Creations or any publication or use of the Project also constitutes formal approval of the Project.
2.3. The Client may edit or change the Project as required after the Client's approval.
3. WARRANTIES, ERRORS, AND OMISSIONS
3.1. Krushell Creations warrants that the Project material and design they provide as part of the Services is original and does not infringe the intellectual property of any third party. Where images or materials are provided as stock or purchased on a license basis, Krushell Creations will ensure the Client has been assigned all rights to the license of any images or materials purchased.
3.2. While Krushell Creations makes all efforts to ensure that the Project is reviewed and accurate where applicable, there is no guarantee that every Project is entirely free from errors or missing content. The onus is on the Client to ensure all requested or required content is included in the Project and identify any errors or changes needed before final approval. In addition, as the Project and Services are based on the materials, content, and information provided by the Client, Krushell Creations is not responsible for errors occurring in the Project or work related to the Project after approval of the Project by the Client.
3.3. Krushell Creations cannot control where and how any Project may be amended, posted, published, or otherwise used by the Client, and, for this reason, the Client agrees Krushell Creations is not responsible for any Project or Services after provided and approved. Any materials, content, and information provided by the Client which form part of the Services or Project is the responsibility and liability of the Client. The Client will indemnify Krushell Creations for any direct or indirect claims, including any third-party claims, about these materials or use of the Project.
4. CONFIDENTIALITY
4.1. ‘Confidential Information' means all information of a confidential nature concerning the Client and its products disclosed to Krushell Creations by the Client and includes any written or oral information that is provided by or disclosed directly or indirectly through any means that is not already in the public domain.
4.2. Materials and work may be provided to Krushell Creations occasionally to enable the provision of the Services. Krushell Creations shall exercise due care not to disclose Confidential Information to any third party without express written permission of the Client. They will only use the Confidential Information to enable the provision of the Services.
4.3. Despite anything contained in this clause, Krushell Creations may disclose
Confidential Information to the extent required by law or regulatory authority.
4.4. During the term of this arrangement and after its termination, all information concerning fees, payment arrangements, terms, and any other information disclosed by Krushell Creations, shall be treated as Confidential Information by the Client.
5. WARRANTIES AND CLIENT ACKNOWLEDGEMENTS
Krushell Creations warrants the following:
5.1. They will comply with general law and industry standards in providing the Services.
5.2. The Project will be original and unique work and will not knowingly breach any third-party rights.
5.3. The work performed to provide the Services will be done to a high standard following best practice.
5.4. The scope of the Services will be limited to the description provided in the Proposal, these Terms, and as may be agreed in writing from time to time.
The Client agrees that:
5.5. They will provide all relevant information required for Krushell Creations to carry out the Services in a timely manner; and
5.6. They will supply the outline for the work and Services and any research material that Krushell Creations may require to complete the Services, including any person available to respond to queries or additional information that Krushell Creations may need to finalise the Project.
5.7. All work is completed based on and in accordance with the Client’s instructions.
6. LIMITATION OF LIABILITY AND INDEMNITY
6.1. Legislation may confer certain rights, warranties and guarantees, and remedies relating to the provision of the Services which cannot be excluded, restricted or modified, including but not limited to the Australian Consumer Law (‘ACL’). At no time are these statutory rights sought to be excluded.
6.2. The Client agrees to indemnify and hold Krushell Creations harmless from and against all claims, demands, regulatory proceedings, and/or causes of action, and all damages, liabilities, costs (including settlement costs), or associated expenses (including legal fees) resulting from written or published material produced for the Client, or arising in connection with any information or material supplied by the Client, or from any act or thing done on the Client’s instructions or with the Client’s approval.
7. INTELLECTUAL PROPERTY (‘IP’) AND OWNERSHIP OF PROJECTS
7.1. Subject to complete payment by the Client of invoices, all ownership and IP in the content of the Project and Services belongs to, will be assigned to, and will vest in the Client, subject to use by Krushell Creations for promotional purposes. Any outstanding work, Projects, and Services remain the property of Krushell Creations and may not be used, altered, redistributed, or published by the Client until payment in full has been made and received by Krushell Creations.
8. IMAGES, GRAPHICS, AND LOGOS (‘IMAGES’)
8.1. Generally, any Images required for any content of the Project are to be provided by the Client. The Client takes full responsibility for ensuring their imagery is correctly licensed by a third-party designer, employee, or freelance contractor for the intended use or is otherwise owned by the Client.
8.2. If the Client is unable to prove that a valid license exists and was purchased, the liability of any infringement will fall on the Client. Any third-party claims are to be managed by the Client and they agree to indemnify Krushell Creations for any such claim.
8.3. From time to time, the Client may request Krushell Creations to provide Images as part of the Services. All Images, materials, and work are provided without warranties of any kind, both express and implied. In the event of any such request by the Client for Images, the Client agrees to pay any additional fees for licensing or use as may be incurred and invoiced by Krushell Creations.
8.4. As a consequence of engaging the Services, Krushell Creations has the right and permission to use the Client’s name and logo for their business promotional and advertising purposes. Suppose the Client does not wish to use their name and logo for such purposes. In that case, they agree to inform Krushell Creations in writing of such refusal, and Krushell Creations agrees to remove any reference to the Client concerning their business and Services.
9. INVOICES, PAYMENT, AND CANCELLATION
9.1. The Client agrees to pay all invoices by the date specified in the invoice. Any late, overdue or unpaid invoice amounts will incur penalty interest at the interest rate stated in the invoice or otherwise at the annual rate of 10% pro rata.
9.2. As Krushell Creations has set aside time for completing the work, and once the Client approves the Project, all monies are non-refundable. Once confirmed by the Client, any cancellation of work or Project will forfeit any deposit. Where there is no deposit paid in advance, the total amount of the Project, as stated in the Proposal, becomes immediately due and payable.
9.3. In the event that the Client fails to pay any invoices under the terms of the invoice these Terms, or does not perform its obligations under these Terms, Krushell Creations may refuse to continue to provide the Services. And may terminate the arrangement immediately without notice. Krushell Creations may also commence proceedings to collect any outstanding debts owed.
9.4. In the event of any dispute on the work, quality, or ownership, the Client and Krushell Creations agree to obtain an independent professional arbitrator/dispute resolution specialist to determine the dispute and pay their own costs.
10. RELATIONSHIP
10.1. The relationship under these Terms is between the principal and the independent contractor. At no time is Krushell Creations a partner, agent, employee, or joint venture partner of the Client. No act or omission of either party is to bind the other party except as expressly set out in these Terms.
11. GOVERNING LAW
11.1. This agreement is governed by the laws from time to time in force in the State of the jurisdiction in Australia of Krushell Creations. The Client and Krushell Creations agree to unconditionally submit to the exclusive jurisdiction of the Courts of this State in Australia for determining any dispute concerning this agreement.
