Terms of Service
Please note – Our terms have recently been updated. Please contact us if you have any queries or concerns regarding the changes.
Definitions
Consultant means Digital on Demand.
Deliverables means all services to be delivered in accordance with the client’s specifications as defined in the proposal.
Round of Changes or revisions means one or more amendments to the existing concept but does not include design of a new concept.
Services means those services defined in the project proposal including but not limited to:
a) Planning, Web Design, Graphic Design, Web Development, Online Marketing, creation of artwork, designs, illustrations, concepts, specifications, photographs, electronic, files, programs and/or other materials;
b) Project management – strategy, consultation and advice;
Service Package means an ongoing contractual agreement between the Client and the Consultant where by an allocation of time and Services is exchanged for a set monthly fee, which includes a minimum term as specified by the agreement.
These are the standard terms and conditions for all Services provided Digital on Demand and apply to all projects, contracts and service package agreements undertaken by Digital on Demand for its clients.
Services
1) Consultant will provide all Services and produce the Deliverables in accordance with the specified Project Proposal; or in accordance with the agreed Service Package strategy documents.
2) Any specific deadlines, timeframes or events that require Deliverables from the Consultant are subject to review and resourcing availability of the Consultant.
3) The Consultant will make every reasonable effort to meet deadlines outlined by the Client, provided sufficient notice has been provided to complete the requirements to an acceptable quality standard.
Fees
4) Client agrees to pay the fee specified in this project proposal by way of consideration for the Services.
Payment
5) Payment terms will be based on a milestone approach as outlined within the proposal. A 30% project acceptance deposit is required to commence project planning and strategy.
Content
6) The Client will provide all content & media or briefing material for the Deliverables unless otherwise agreed.
7) All information, copy & pictures must be supplied in digital format. Text must be supplied in Microsoft Word or Notepad only.
8) The Client may elect to add the website content via the CMS during the development process (if available/applicable) and will only receive website administrator access once the website is completed and paid for in full.
9) Images resourced on request will be charged at an additional cost and at an hourly rate.
10) If hardcopy information is supplied, typing and/or scanning is at an additional cost.
11) Any scanning and/or major image preparation work outside of the above details will be at an additional cost.
12) Any additional content creation or copywriting requested by the Client outside of the given proposal will be charged accordingly.
Approval
13) Client will provide feedback or approval of any concept provided by the Consultant within 48 hours of receipt unless otherwise agreed between the parties.
14) The Client understands that a failure by the Client to respond within the above timeframe will cause delays to the project and the Consultant will not be held responsible for those delays.
Changes
15) Services include one (1) concept and two (2) rounds of changes unless otherwise stated.
16) All changes must be within the project scope of this proposal to not incur additional costs.
17) All changes requested under a Service Package agreement will incur the normal hourly charge as specified by the agreement.
18) Any changes outside the scope or in addition to a Project proposal will be charged at an additional hourly rate.
19) Once any item or deliverable has been supplied, the Client will have ten (10) days to review the artwork, conduct testing and provide feedback from the agreed completion date. Any changes after the delivery of the item or project will be subject to the standard hourly fee. Websites will be deemed completed and signed off after this time period and the 60-day site warranty period will come into effect.
20) Additional services or products that may be required such as stock imagery, online advertising, print advertising, placement fees, software, applications, royalty music or other Services or products related to the Deliverables, will be authorised by the Client and billed in addition to the Total Service Package cost or Total Project costs.
21) Any changes made by the Client without consultation with the Consultant will be at the risk of the client and the Consultant will not be in any way responsible for such changes.
Intellectual Property
22) Upon payment of the Total Project Cost, or the applicable Service Package fees, the Consultant will transfer to Client all Intellectual Property rights to the branding, marketing, artwork, website and any other creative in relation to the project.
23) The Consultant will keep a backup of all project items for a period of one year, and will also supply to the client a complete package of all artwork files for their own backup and resource if requested.
24) Rights to all open-source elements required for the development of online material, including its source code remains open-source and can be reused by the Consultant on future projects if required.
25) During the time of the engagement between the Client and the Consultant, the Client will be supplied with, and have access to intellectual property that has been carefully designed to suit the Client’s specific business requirements. This protected information means that you have access to a process that is highly valued in the market.
26) Reports, recommendations, tools or documents supplied to you carrying the Consultant’s copyright symbol, or company or logo may be used in the management of your business only. They are not to be distributed, copied or reconstructed for any other purpose, associated companies or external parties.
27) A copy of the website and its source code may reside with the Consultant or a nominee of their choice.
28) The Client grants the Consultant a license to display an image and link of the completed work on their website and or promotional material.
Client Warranties
29) The Client represents as follows:
a) That the Client has the full and unrestricted right to make this agreement, and that the signatory of this Agreement is duly authorised by the Client to enter the Client into this Agreement.
b) That all Assets will be supplied with proper permissions and rights and will not infringe on any international statutory, common or third party rights.
c) That the Assets will contain no matter contrary to current international law and/or the current laws of Australia.
d) That the Services and/or Materials requested of the Consultant will not infringe on any international statutory, common or third party rights within Australia.
e) That the Services and/or Materials requested of the Consultant will not be contrary to current international law and/or the current laws of Australia.
f) That the Client will have the right to use the likeness of any and all the persons whose likeness is supplied as part of the Client Assets, and has the right to grant the Consultant the use of such likeness.
g) That the Client will indemnify the Consultant, hold the Consultant harmless from, and assume full responsibility for any and all claims and/or actions arising from the breach of the Client’s warranties, including but not limited to court actions, legal proceedings, legal fees, liabilities, judgments and/or any and all other costs and/or penalties.
h) That the Client has engaged the Consultant to provide work with sufficient time for the production of required Deliverables, allowing adequate time for development and any possible delays. The Client will not hold the Consultant responsible for any losses associated with delays in delivery of the work, regardless of whether those delays are caused by the Client or the Consultant.
Consultant’s Warranties
30) Consultant represents as follows:
a) That the Consultant has the full and unrestricted right to make this agreement.
b) That the Services and Materials provided to the Client will not infringe on any international statutory, common or third-party rights and/or any statutory, common or third-party rights within Australia.
c) That the Services and Materials provided to the Client will contain no matter contrary to current international law and/or the current laws of Australia.
d) That the Consultant will have the right to use the likeness of all the persons depicted in the Materials where the Consultant has supplied the likeness, and has the right to grant the Client the use of such likeness.
e) That the Consultant will indemnify the Client and hold the Client harmless from any and all claims arising from the breach of the Consultant’s warranties except where caused by Client breach of the Client’s warranties, including but not limited to court actions, legal proceedings, legal fees, liabilities, judgments and/or any and all other costs and/or penalties.
Project Terms
Termination
31) The parties agree that:
a) Project Agreements may be terminated by either party within 48 hours notice in writing to the other party.
i) Where Client terminates the project prior to completion, all works undertaken by Consultant in accordance with the Proposal prior to notice of termination will be charged at an hourly rate.
ii) Where Consultant terminates the project prior to completion under circumstances where Client has committed a material breach of this Agreement, all works undertaken by Consultant in accordance with the Proposal prior to notice of termination will be charged at an hourly rate.
iii) Where Consultant terminates the project prior to completion under circumstances where Client has not committed a material breach of this Agreement, any and all works performed/completed up to this date, both paid and unpaid, will be packaged and handed to the client along with its Intellectual Property.
Payment
32) Payment terms will be based on a milestone approach as outlined within the proposal. A minimum 30% project Acceptance deposit is required to commence project planning and strategy.
Proposal Adjustments
33) All website project development estimates are subject to change upon design sign off and approval, or upon further website code investigation.
34) All proposal estimated are subject to review upon briefing and engagement, and throughout the project delivery. This is due to the likelihood that the full scope of the project requirements are generally not understood until complete engagement with the Client, and further requirements are often resulted from some project items. The Consultant will make every effort to notify the Client at the time where changes or additions to the scope are required. The Consultant will not be held liable for any Cost implications of any pricing adjustments to the project due to unforeseen project requirements.
Service Package Terms
Term and Fee
35) The parties agree that:
a) Service Package agreements shall be for a minimum term of twelve (12) months to receive the special discounted rate as outlined in the application form, unless otherwise specified.
b) The Client is free to upgrade or downgrade their Package during the term with no additional fees, however there may be up to a 3-month waiting period for the Service level change to come into affect due to resourcing and project scheduling requirements.
b) Additional ad-hoc hours for the Service Package can be purchased as required, and will be subject to the specified ‘booster’ Package fees, according to the fees at time of purchase.
Termination
36) The parties agree that:
a) In the event that the Customer wishes to terminate a Service Package agreement, they must provide a minimum of three (3) months’ notice in writing.
b) If the contract is terminated inside of the minimum 12-month period, then an additional 30% surcharge on the entire completed term of the agreement to date will be due and payable to close the account. After the specified 12-month term is completed, then no surcharge will be required to close the account; however the Client must still provide a minimum of three (3) months’ notice in writing.
c) Upon termination of the agreement, all monies owed will be due and payable with fourteen (14) days of the account closure.
Adjustment of Pricing
37) The Service Package pricing may be subject to change on a periodic review basis. Should the Service Package pricing be adjusted, the Client will be provided with at least one (1) months notice. At this time, the Client will be free to upgrade our downgrade their Package agreement, or cancel their Package with no additional change fees or surcharges being applicable.
Hourly Package Agreement
38) The Service Package is based on Service hours charged monthly, quarterly or annually for a 12-month period. On the 12-month anniversary, the same Package will be allocated for another 12 months, unless a new set of hours has been negotiated. Any outstanding hours remaining (i.e. hours not used within the 12 month period), will not be rolled over into the new 12 month term, unless otherwise agreed.
39) The Consultant will make every effort to ensure the Client is notified towards the end of the agreement of any unused hours still available.
Payment
40) Payment for the specified Service Package agreement will be charged on a monthly, quarterly or annual basis, depending on the Client’s preference. Payment of the fees is due within fourteen (14) days of invoice issue date.
41) The parties agree that in the event of non-payment by the Client, whether deliberate or accidental, the Consultant may charge interest at the rate specified under Victorian statute from the day immediately following the date payment is due until the debt is paid in full.
42) The Client agrees to pay all incidental costs incurred by the Consultant related to non-payment of any account including bank charges, collection fees, legal costs and any other costs incurred as a result of non-payment.
Confidentiality and Non-Disclosure
43) The Agreement creates a confidential relationship between Client and Consultant. During the term of this Agreement, Client and Consultant may each have access to and become acquainted with various proprietary information concerning the other party’s business affairs, strategies, future plans, markets, clients, relationships, vendors, finances, properties, methods of operation, designs, concepts, computer programs, employees, documentation, and other such information whether written, oral, or otherwise (the “Trade Secrets”), and agree that these Trade Secrets are confidential in nature. During the term of this Agreement and until such time as each of the Trade Secrets are made public by their respective owners and are no longer confidential in nature, the Consultant, Client, and all employees and/or agents of both shall not directly or indirectly make public, discuss or disclose to any third party any of the Trade Secrets, and shall not use them in any way for commercial benefit.
Non-payment
44) The parties agree that in the event of non-payment by the client, whether deliberate or accidental, the Consultant may charge interest at the rate specified under Victorian statute from the day immediately following the date payment is due until the debt is paid in full.
45) The Client agrees to pay all incidental costs incurred by the Consultant related to non-payment of any account including bank charges, collection fees, legal costs and any other costs incurred as a result of non-payment.
Whole Agreement
46) The parties agree that this written Agreement constitutes the whole of the Agreement between them in relation to the project and any and all other written or verbal undertakings are expressly excluded.