The following agreement details the standard terms & conditions when requesting Design work from Unbranded Space. If entering into a design agreement with Unbranded Space, then you (the client) must agree to all Terms & Conditions detailed below.
These Terms & Conditions do not cover Hosting, Domain Names or the Service Level Agreement of Unbranded Spaces subscription services. These can be found on our Terms & Conditions page.
2.1 Fees Payable
Fees are calculated on an hourly rate. Where we estimate the job is going to be less than $200 (GST Inc), then we require full payment before commencing work. For jobs that exceed $200 (GST Inc) then a deposit of 50% is required up front before we commence work. The remaining 50% shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. Unbranded Space reserves the right not to begin the Work until the said payment has been paid in full.
2.2 Maintenance Fees
Design Contracts with Unbranded Space do not include maintenance fees. A Core maintenance service is included with the Unbranded Space subscription, and additional maintenance can be requested via the Unbranded Space Dashboard. Terms & Conditions of ongoing maintenance can be found under the subscription SLA.
2.3 Retainer Fees
Retainer fees are charged monthly calculated on a weekly basis of $110 (GST Inc) per week. Retainer fees apply where Unbranded Space is under contract to complete a project but the project completion has missed the stated contract deadline by more than 7 days.
By paying a retainer fee, Unbranded Space remains obligated to giving your project the highest priority and all terms & conditions stated in the contract remain valid.
In the instance where Unbranded Space has advised the client of a delay to the project due to reasons within Unbranded Spaces control then a retainer fee will not be applicable for the advised duration of the delay.
2.4 Restart Fees
Restart Fees apply when Unbranded Space is engaged in a project, but the project is incomplete and any work on the project has been delayed due to reasons not attributable to Unbranded Space. Unbranded Space will not charge a restart fee until a period of 28 days has passed where no work has been undertaken. The standard restart fee is $550 (GST Inc) or 50% of the project budget (whichever is the lesser amount). The fee is charged just prior to recommencement of work.
Restart fees do not cancel out Retainer Fees, and Unbranded Space reserve the right to charge both should it be deemed applicable. Invoices for Restart Fees must be paid in full before Unbranded Space can recommence work. Delays in paying a restart fee can contribute to additional costs incurred should a retainer fee also be in place.
3.1 Third Parties
Unbranded Space may use a number of third parties in the process of providing design services. These may include, but also may not be limited to WordPress, WordPress plugins including the Elementor Editor, repositories of stock images or graphics and the services of a professional printer. While we will endeavour to do all we can to ensure the quality and continuity of these services, you cannot hold us responsible for any loss financial or any other kind, which is a result of the legal or technical limitations of these third-party services.
3.2 Maintenance and Correction of Errors
Under this design agreement, Unbranded Space takes no responsibility for the functionality or maintenance of a website after the work has been completed. Core maintenance services are provided as part of the subscription SLA, however, websites can be changed by the client and under some circumstances may be the victim of malicious modification from a known or unknown party. In these instances, you the client must bare the cost of rectifying these modifications.
3.3 Consequential Loss
Under no circumstances will Unbranded Space be responsible or liable for financial or any other loss or damages as a result of design services provided.
3.4 Status and Duration of Offer
Proposals and offers are valid for a period of 30 days from the date issued. Unbranded Space is not bound to honour offers that have expired. Where a deadline has been specified, the deadline must be agreed prior to the commencement of work and shall be deemed a legally binding part of the agreement. Where the work or project extends past the stated deadline, then a grace period of 7 days applies at the discretion of Unbranded Space. After the expiration of this 7 day period then Unbranded Space is no longer legally bound to meet agreed costs or deadlines and other work or projects may be given priority. To ensure the continuance of the work or project, Unbranded Space reserve will begin to charge a retainer fee. A retainer fee ensures that Unbranded Space continues to give priority to the work or project, but does not commit Unbranded Space to meet any original contracted cost estimates or deadlines.
3.5 Search Engine Listing
A Design agreement unless specifically requested by the client does not include Search Engine Optimisation services. In performing Design services, Unbranded Space will not knowingly do anything that may adversely impact on the clients’ Search Engine Ranking, but this does not mean that your changes will not have an adverse effect on your Search Engine results. The client accepts that it is the Search Engine and not Unbranded Space who determine whom they list and whom they will not list, and how high a listing shall be ranked. The client also acknowledges that Unbranded Space does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
Where Search Engine Optimisation services have been requested, Unbranded Space will perform a series of optimisation services. However, in this instance, the client accepts that it is the Search Engine and not Unbranded Space who determine whom they list and whom they will not list, and how high a listing shall be ranked. As such Unbranded Space cannot be held responsible for whether or not the clients’ website will be listed nor what ranking the clients’ website will achieve.
4.1 Completion of Work
Unbranded Space warrants completing the Work in accordance with this agreement to the specifications provided by the client. We will not charge more than the amount previously agreed unless the client has varied the specifications of the Work since the agreement, or a retainer fee is being charged. We will not undertake changes to the specifications of the Work which would increase the cost, without prior consent from the client. In the event that changes do occur, then all terms and conditions will still apply, with the exception that cost and deadline may differ from the initial agreement. Under these circumstances, a retainer fee may apply.
4.2 Supply of Materials.
The Client is to supply all materials and information required for Unbranded Space prior to the commencement of work. Where during the process of completing the design work Unbranded Space request additional materials from the client then the client must provide the materials within 2 days or a longer period only if such a period has been specified by Unbranded Space. Such materials may include but are not limited to, photographs, written copy, logos and other printed materials.
Where the client’s failure to supply materials is delayed by more than 14 days during any established deadline, Unbranded Space has the right to invoice the client for any part or parts of the Work already completed.
Where the client’s failure to supply materials leads to a delay in completion of the work by more than 7 days past established deadlines, then the client accepts that Unbranded Space will begin to charge a retainer fee as per 2.3 Retainer Fees.
Where the client’s failure to supply materials leads to a delay in performing work on the project by more than 28 days, then the client accepts that Unbranded Space may charge a restart fee to recommence work as per 2.4 Restart Fees.
4.3 Approval of Work
On completion of any kind of work, an Approval Period is provided where work can be reviewed and changes requested by the client. The standard approval period is 7 days and notification of approval or requests for edits must be provided in this time. After the Approval Period expires, then the client accepts that they may incur additional fees for changes, and also that there may be delays in completing work beyond any original specified deadline. If the client approved work before the Approval Period has expired, then the Approval Period shall be deemed over and work shall be published. Unbranded Space will not publish work until the client has approved the work – even if the Approval period has expired. After publication, should errors of any kind be detected, then Unbranded Space reserve the right to charge additional fees for correcting these errors.
If the client requests changes but then is the cause of further delay in providing details or content related to said changes then Retainer Fees and/or Restart Fees may apply as per 4.2 Supply of Materials.
Once approved, or deemed approved, work cannot subsequently be rejected, and the work will be deemed to have been completed and the balancing payment under Clause 2.1 Fees Payable will become due.
4.4 Rejecting Work
If the client rejects the Work during the review period, or will not approve subsequent Work performed by Unbranded Space to remedy any points reported by the client as unsatisfactory, and we consider that the client is unreasonable in his/her repeated rejection of the Work, then any further work will be suspended and Unbranded Space can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
Upon completion of review period, in accordance with 4.3 & 4.2 above, Unbranded Space will invoice the client for the balancing payment in accordance with Clause 2.1 Fees Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the client within 15 days of the date that the invoice was issued. Should payment not be received by the due date then action can be taken in accordance with 4.6 Remedies for overdue payment.
4.6 Remedies for Overdue Payment
If payment has not been received by the due date, Unbranded Space has the right to suspend ongoing work for the client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 7 days after the due date, Unbranded Space has the right to replace, modify or remove the Work, and suspend any associated services including but not limited to Subscription Services, dedicated IP addressed and email and revoke the client’s licence of the Work until full payment has been received. By revoking the client’s licence of the Work or removing a website from the Internet, Unbranded Space does not remove the client’s obligation to pay any outstanding monies owing. We also reserve the right to charge a late payment fee, which shall be a 10% additional cost, which is charged for each month that has passed after the due date expires.
5.1 Offers and Proposals
Offers and proposals, including this agreement, made by Unbranded Space to clients and potential clients should be treated as trade secrets and remain the property of Unbranded Space. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from us. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 Scope of Intellectual Property and Copyright
Unbranded Space retains copyright and intellectual property ownership for all work we create. By default the client shall be granted exclusive license to use the work for the intended purpose – see licensing below for more information. Information and audio/visual assets provided to Unbranded Space by the client remains the intellectual property of the copyright holder of the creator of each work. By providing said content to Unbranded Space, the client declares that they have obtained permission to use the content and that the client removes the legal responsibility of Unbranded Space from obtaining permissions. Furthermore, the client indemnifies Unbranded Space and accepts full legal responsibility for any claims or legal actions related to content provided. Thus, under these conditions, the presumption will be that the client has obtained permission to use copyrighted works unless explicitly stated to us in written form. Should Unbranded Space be required to obtain permissions for use of copyright work in the clients product, then the client accepts that there may be an additional cost incurred for both the licensing of the work as well as the time taken to obtain permission to use the work and that this cost may not necessarily be reflected in any quotes provided. As such, the client agrees to pay any additional costs incurred above and beyond the initial quoted amount.
Once we have received full payment of all outstanding monies owing, and the work has been approved, the client, in accordance with clause 4.3 above, will be granted an exclusive license to use the work and its contents for the intended purpose only. We also reserve the right to use the work, should we choose to, for our own promotional purposes, but in doing so will make every reasonable effort to portray the work in a positive way which benefits both Unbranded Space and you the client.
6.1 Right to Terminate
Unbranded Space reserves the right to refuse or break a contract, without notice, if it is believed that the client, the work, or any material provided to us is illegal, immoral or otherwise unacceptable.
6.2 Events Beyond Control
Unbranded Space will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond our control.
6.3 Supplying and Pricing of Services
Unbranded Space reserves the right to use whoever it feels appropriate at the time for third-party software and services. If the costs of providing these are included in the quote, but the cost then subsequently increases, then we reserve the right to alter our prices as necessary, without affecting existing contractual pricing agreements. The client will be notified should any variation in pricing occurs.
This agreement shall be governed by the state laws of Western Australia, which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Unbranded Space and the client. Where jurisdiction is not provided by state law then federal laws of Australia shall apply. The said contract is void where prohibited by law.
7.2 Survival of Contract
Where one or more terms of this contract are held to be void or unenforceable for whatever reasons, any other terms of the contract not so held will remain valid and enforceable by law.
7.3 Supply and Pricing of Services
These terms & conditions may change from time to time. We will notify the client of any changes to these terms & conditions, in writing, during such time as there is a contractual agreement in place.
This agreement was last updated on 4th October 2019