UNTAMED DESIGNS SERVICE AGREEMENT TERMS

This Agreement governs the terms and conditions under which Untamed Designs ("the Provider") provides professional services to any individual or company ("the Recipient") as outlined in a specific Project Proposal issued by the Provider. This Agreement, together with the Project Proposal, forms the entire agreement between the parties for the services provided.

1. CONTRACT DETAILS

1.1 Parties

  • The "Provider" refers to Untamed Designs (ACN [insert ACN]) of 33 Belvoir Crescent, Orelia, Western Australia, 6167.

  • The "Recipient" refers to any individual or company who has received and accepted a Project Proposal from the Provider, and who is thereby bound by the terms of this Agreement.

1.2 Agreement Summary

  • (a) The Recipient specializes in [Specialty or Industry, if applicable].

  • (b) The Recipient has engaged the Provider to provide the Services as outlined in the Project Proposal or invoice.

  • (c) By accepting the Project Proposal or invoice and/or proceeding with the Services, the Recipient agrees to the terms and conditions of this Agreement.

1.3 Order Details

  • (a) Commencement Date: As outlined in the Project Proposal or invoice.

  • (b) Completion Date and/or Project Timeline: As outlined in the Project Proposal or invoice.

  • (c) The Services: Web Design as outlined in the Project Proposal or invoice.

  • (d) Delivery of the Services: By Digital Delivery, via the website platform of the Recipient's choice (typically Squarespace, WordPress, or Kajabi), as detailed in the Project Proposal or invoice.

  • (e) Consideration: The Recipient shall pay the Provider the amount specified in the Project Proposal or invoice.

  • (f) Payment Arrangement: As outlined in the Project Proposal or invoice.

  • (g) Method of Payment: As outlined in the Project Proposal or invoice.

  • (h) Agreed Forms of Communication:

    • (i) Email

    • (ii) Whatsapp messages

2. LEGAL TERMS

2.1 Definitions and Interpretation

2.1.1 Definitions

  • (a) Agreement means this Web Design Service Agreement including any annexure.

  • (b) Business Day means any day excluding Saturday, Sunday, a public holiday in Western Australia and/or a Commonwealth public holiday.

  • (c) Commencement Date means the date as outlined in the Project Proposal or invoice.

  • (d) Completion Date means the date as outlined in the Project Proposal or invoice.

  • (e) Confidential Information means any information that is:

    • (i) Information, ideas forms, specifications, processes, statements, formulae, trade secrets, drawings, and data (and copies and extracts made of or from that information and data) that is not in the public domain is considered confidential information; and

    • (ii) Confidential by nature, stipulated as confidential or any other information that would be reasonably considered to be confidential due to the value of the information.

  • (f) Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents, or other proprietary rights, or any rights to registration of such rights, whether created, written, developed, or brought to existence by the Recipient or the Provider in the provision of the Services.

  • (g) Order Details means the order for Services provided to the Provider from the Recipient from time to time.

  • (h) Services means the services specified in Item 5 of the Order Details or as agreed between the Parties from time to time.

2.1.2 Interpretation

  • (a) References to a person include an individual, form, or a body, whether incorporated or unincorporated.

  • (b) Clause headings are for references only and shall not form part of this Agreement nor be used in the interpretation of this Agreement.

  • (c) If the time of doing an act or thing under this Agreement falls on a day which is not a Business Day, then the time of doing that act or thing shall be deemed to be the next Business Day.

  • (d) Words in the singular include the plural and vice versa in accordance with the context in which that word is used.

  • (e) Words importing a gender include other genders.

  • (f) A reference to a clause is a reference to a clause in this Agreement.

  • (g) A reference to any of the words 'include', 'includes', and 'including' is to be read as if followed by the words "without limitation."

  • (h) A reference to a statute, ordinance, code, or law includes regulations and other instruments under it and any consolidations, amendments, re-enactments, or replacements of any of them.

  • (i) A reference to any party includes that party's executors, administrators, substitutes, successors, and permitted assigns.

  • (j) Each party has participated in the negotiating and drafting of this document and in the event of ambiguity or a question of interpretation arising, this Agreement is to be construed as if the Agreement was drafted jointly.

2.2 Commencing and Completing the Services

2.2.1 Commencing the Services

  • (a) The Provider will commence the Services on the Commencement Date.

2.2.2 Completing the Services

  • (a) The Provider agrees to complete the Services within the estimated project timeline, provided the Recipient has supplied all required content, copywriting, responses, and feedback necessary for the highest standard of completion.

  • (b) The Recipient agrees to provide all required content, copywriting, feedback, and responses in a timely manner to enable the Provider to complete the project within the agreed schedule.

  • (c) The Recipient acknowledges that if the project extends beyond 90 days due to delays in providing content, copywriting, feedback, or responses, the Provider reserves the right to conclude the project based on the materials available. The Provider may either hand over the incomplete work as-is or withhold work deemed unfit for completion. In either case, the project will be considered fulfilled to the best of the Provider's ability under the circumstances, and any remaining payments will be due in full.

  • (d) If the project is delayed by more than 30 consecutive days due to the Recipient's lack of response or provision of necessary content, the Provider reserves the right to charge a restart fee before resuming work. The restart fee will be $250 to cover the costs of re-engagement with the project.

  • (e) The Provider shall deliver the Services to the Recipient by the means specified in the Project Proposal, based on the state of completion as outlined above.

  • (f) The Provider and Recipient acknowledge that project timelines are estimates and may require adjustments due to unforeseen circumstances. Both parties agree to communicate promptly and in good faith to adjust the project timeline as necessary. Any adjustments to the timeline will not alter the payment obligations or other terms of this Agreement unless mutually agreed in writing.

  • (g) While the Provider will strive to adhere to the estimated project timeline, the Recipient agrees that minor delays may occur due to the creative process, unforeseen circumstances, or the Provider’s need to manage their workflow effectively. The Provider shall not be liable for such delays, provided that they do not result in a significant extension of the overall project timeline.

2.3 Alterations to the Services

  • (a) If the Provider is required to alter the description of the Services, the Provider must first obtain written consent from the Recipient.

2.4 Outside Work

  • (a) If the Provider has to obtain goods and/or services from a third party, the Provider must first obtain written consent from the Recipient and have the third party give an undertaking of confidentiality that is satisfactory to the Recipient before instructing or giving Confidential Information to the third party.

  • (b) If the third party breaches the aforementioned undertaking of confidentiality, the Provider is liable for any losses or damages suffered by the Recipient and/or the customer.

2.5 Warranty Period for the Services

2.5.1 Warranty and Australian Consumer Law

  • (a) The Services provided come with guarantees that cannot be excluded under Australian Consumer Law. This includes the right to a remedy if the services are not provided with due care and skill, or if they are not fit for the specified purpose.

  • (b) If a major failure occurs, the Recipient is entitled to cancel the contract and receive a refund for the unused portion of the services, or to compensation for its reduced value.

  • (c) For minor issues, the Recipient is entitled to have the problem rectified within a reasonable time. If the problem is not fixed within a reasonable time, the Recipient may cancel the contract and receive a refund for the unused portion.

2.6 Payment for the Services

2.6.1 Consideration

  • (a) The Recipient agrees to pay the Provider an amount set out in Item 5 of the Order Details (Consideration) as specified in the Project Proposal or Invoice.

2.6.2 Time and Method for Payment

  • (a) The Recipient will make Payment of the Consideration pursuant to Item 6 of Order Details as outlined in the Project Proposal or invoice.

  • (b) The Recipient will make Payment of Consideration by the method prescribed in Item 7 of Order Details as outlined in the project proposal or invoice.

2.6.3 Goods and Services Tax

  • (a) Unless otherwise stated, all amounts, including out-of-pocket expenses, expressed and described on or in connection with this Agreement and/or its Order Details, are listed in Australian Dollars (AUD) and are GST inclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, inclusive amounts. Where the services are provided outside Australia, GST is inapplicable.

2.7 Copyright and Intellectual Property Rights

2.7.1 Intellectual Property Rights

  • (a) The Provider recognises that all Intellectual Property is the property of the Recipient after the project handover and the Provider will take all such steps as practicable to ensure that the Intellectual Property will vest in and remain vested in the Recipient.

  • (b) The Provider warrants that the Provider owns the Intellectual Property Rights in the Intellectual Property delivered to the Recipient in the provision of the Services.

  • (c) The Provider grants to the Recipient a non-exclusive, transferable, royalty-free, perpetual licence to use and intellectual property rights owned by the Provider which have been used in completion of the Services, that were already in existence prior to commencing the Services.

2.7.2 Indemnification

  • (a) The Provider warrants that all reasonable efforts have been made to ensure that the literary and artistic works supplied are free from copyright infringement. However, the Recipient acknowledges and agrees that they assume final responsibility for any liability, losses, or expenses incurred in relation to or in any way directly or indirectly connected with any breach of copyright or any rights in relation to copyright in the supplied works.

2.8 Termination of this Agreement

2.8.1 For the Recipient

  • (a) The Recipient acknowledges that this Agreement cannot be terminated for a change of mind. The initial deposit (typically the first of two payments or the initial payment in a monthly payment plan or the amount deemed the deposit for custom payment plans i.e.: if a weekly payment plan, the first 5 payments may be deemed the deposit) is non-refundable under any circumstances.

  • (b) If the Recipient chooses to terminate this Agreement after work on the Services has commenced, the Recipient will be responsible for the payment of all work completed up to the date of termination. The portion of the work that has been completed at the time of termination will not be refundable and will be determined by percentage relating to the whole project, and only the uncompleted portion of the remaining balance may be refunded, if applicable.

  • (c) Upon receiving written notice of the Recipient's intent to terminate this Agreement, the Provider will cease work on the Services immediately unless otherwise agreed upon in writing.

2.8.2 For the Provider

  • (a) The Provider may terminate this Agreement by providing 15 days written notice to the Recipient of the Provider's intent to terminate this Agreement.

  • (b) The Provider may terminate this Agreement for a breach by the Recipient of this Agreement by providing fourteen (14) days' written notice of the breach to the Recipient. During the fourteen (14) day notice period, the Recipient reserves the right to remedy the breach. If the Recipient remedies the breach which was the cause of the notice, this Agreement will not be terminated at the lapse of the fourteen (14) days on the notice's basis.

  • (c) Upon providing notice of the Provider's intent to terminate this Agreement, the Provider agrees to continue providing the Services until the cessation of the notice period unless otherwise instructed by the Recipient to cease work.

  • (d) If the Provider provides notice of intent to terminate this Agreement, the Recipient will pay for the work which has been done and at the time the Agreement is terminated, will pay any outstanding works completed between the provision of the notice to terminate and the cessation of this Agreement. If the Recipient elects to have the Provider cease work upon receiving notification of the Provider's intent to terminate, the Recipient will only be liable to pay amounts outstanding on work completed by the Provider to the date the request to cease work was issued by the Recipient.

2.9 Liability and Waivers

2.9.1 Liability

  • (a) The total liability of the Recipient and its Personnel to the Provider shall not exceed the total amount payable under this Agreement. This includes liability for any damages, losses, or reliance incurred by the Provider in connection with the Services provided. This limitation shall not apply in cases of gross negligence, willful misconduct, or breach of confidentiality by the Recipient.

  • (b) The Recipient and its Personnel shall be liable to the Provider for direct damages resulting from any breach of this Agreement. The Recipient's liability for indirect, incidental, or consequential damages shall be limited to an amount not exceeding 100% of the total contract value. However, this limitation shall not apply in cases of gross negligence, willful misconduct, or breach of confidentiality by the Recipient.

  • (c) The Recipient acknowledges that they are solely responsible for purchasing and maintaining all necessary licenses for any fonts used in the design and development of their website. The Provider will inform the Recipient of the specific fonts used and provide guidance on where to purchase the required licenses.

  • (d) The Provider shall not be held liable for any legal claims, damages, or penalties arising from the Recipient’s failure to purchase and maintain the necessary font licenses. The Recipient agrees to indemnify and hold harmless the Provider against any such claims, damages, or penalties.

  • (e) The Recipient agrees to indemnify, defend, and hold harmless the Provider from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable legal fees) arising out of or related to the Recipient's use of unlicensed fonts, including but not limited to claims of copyright infringement.

2.9.2 Force Majeure

  • (a) Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, pandemics, governmental restrictions, or interruptions in power or telecommunications services.

  • (b) If a Force Majeure event occurs, the affected party shall notify the other party as soon as reasonably possible and shall use all reasonable efforts to mitigate the effects of the event. The obligations of the affected party shall be suspended for the duration of the Force Majeure event.

  • (c) If the Force Majeure event continues for a period exceeding [30 days], either party may terminate this Agreement by providing written notice to the other party.

2.9.3 Waivers

  • (a) A waiver of any right, power, or remedy under this Agreement must be in writing and signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

  • (b) The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.

2.10 General Matters

2.10.1 Communication between Parties

  • (a) The parties agree on the forms of communication pursuant to Item 8 of Order Details.

2.10.2 Disclosure and Use of Confidential Information

  • (a) The Provider will treat all information provided by the Recipient as confidential and will not disclose it to any third party without the prior written consent of the Recipient, except as required by law or as necessary to fulfill the terms of this Agreement.

  • (b) The Provider will take reasonable steps to protect the confidentiality of the Recipient’s information but will not be liable for any accidental disclosure, loss, or unauthorized access to such information unless due to the Provider's gross negligence or willful misconduct.

  • (c) The obligations of confidentiality do not apply to information that:

    • (i) Is already in the public domain or becomes publicly available through no fault of the Provider;

    • (ii) Is lawfully obtained by the Provider from a third party without breach of confidentiality;

    • (iii) Is independently developed by the Provider without reference to the Recipient’s Confidential Information.

2.10.3 No Partnership or Agency

  • (a) Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the parties. A party must not act, represent, or hold itself out as having authority to act as the agent of or in any way bind or commit the other parties to any obligation.

2.10.4 Governing Law & Jurisdiction

  • (a) This Agreement is governed by the laws of Western Australia, Australia.

  • (b) In the event of any dispute arising out of or in relation to the Services, the Provider agrees that the exclusive venue for resolving any dispute shall be in the courts of Australia, situated in Western Australia, Australia.

2.10.5 Dispute Resolution & Mediation

  • (a) If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings in relation to the dispute unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

  • (b) A party to this Agreement claiming a dispute ("Dispute") has arisen under the terms of this Agreement must give written notice to the other party detailing the nature of the Dispute, the desired outcome, and the action required to settle the Dispute ("Notice").

  • (c) On receipt of the Notice by the other party, the parties to this Agreement ("Parties") must, within seven (7) days of the Notice, endeavor in good faith to resolve the Dispute expeditiously by negotiation or such other means as they may mutually agree.

  • (d) If, for any reason whatsoever, 21 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Australian Mediation Association and attend a mediation.

  • (e) It is agreed that mediation will be held in Western Australia, Australia.

  • (f) The Parties are equally liable for the fees and reasonable expenses of the mediator and the cost of the venue of the mediation. Without limiting the foregoing, the Parties undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.

  • (g) All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and, to the fullest extent possible, must be treated as "without prejudice" negotiations.

  • (h) If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation, and the mediator must do so.

  • (i) In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute thereafter.

Acceptance of Terms:

  1. By accepting the Project Proposal, if one is provided, or by proceeding with payment of an invoice, the Recipient agrees to be bound by the terms and conditions set forth in this Agreement, including the Warranty and Australian Consumer Law provisions and any other terms outlined on the Provider’s website.

  2. If the Recipient continues to move forward with the project after receiving the Project Proposal or invoice without expressly rejecting the terms, it will be considered as implicit acceptance of this Agreement.