The following agreement details the terms & conditions for agency subscription plans only. It does not cover Service Level Agreements relating to Domain Names, Hosting or our standard Design Agreement for Fixed Contracts. These can be found on the legal pages of our website.
Our Agency Subscription Service Plans are also not covered by the terms of this document.
Definitions
- Unbranded Space – the agency engaged by the client to perform work.
- the Client – the entity which enters into a contract with Unbranded Space ie. you.
- The Work, Project or Task– a single task or collection of tasks requested by the client.
- Plan – the agreed Agency Plan, determined by the number of hours required.
- Maximum Plan Duration – the time that the allocated hours must be used before the Client forfeits those hours
- Allocated / Allotted Hours – the number of hours per month allocated to a Subscription Plan. This is the number of allocated hours that Unbranded Space can work for the client in a given month.
- Commencement Date – The date on which Unbranded Space provides notice to the client that the plan begins.
- Commencement of Work – The point of the plan where Unbranded Space first begins working on a project or task specified by the client.
- Standard hourly rate – The standard hourly rate that applies when an Agency Subscription Plan is not in place or is paused.
- Agency subscription hourly rate – The discounted hourly rate that applies to active, unpaused Agency Plan Subscribers.
- Loss of Work Fee – A penalty fee that Unbranded Space may charge the client under conditions of requesting a refund. This fee is to compensate Unbranded Space for potential loss of work that may occur due to rejecting other work to fulfil obligations to the client under the contracted plan.
- Maximum Plan Duration – The maximum duration in months that a plan may take. Hours not used in this time will be forfeit.
1. Service Description
An Unbranded Space Agency Growth Plan provides fixed costs for a set number of hours for contracted work. Depending on the chosen plan this work can take the form of a website or web application, graphic design & branding, copywriting & digital marketing consultancy services.
1.1 Inclusions
While an Agency Growth Plan is in place, the client may request any services that Unbranded Space advertises. These may include:
- Graphic Design services that include, but are not limited to Logo Design, Illustration, Brand Guides, Stationery
- Consultation services for website content research, copywriting & development and/or content marketing
- Web Design Services related to Website Architecture, User Interface Wireframes and User Interface Design
- Web Development Services for WordPress website construction and/or custom WordPress Development
- Website Publication Services that include Responsive Device Testing, Search Engine Optimisation and Submission.
Unbranded Space may include additional services than those listed above and the client can request those provided that a) it is a service Unbranded Space can provide and b) it is not listed in 1.2 Exclusions below.
1.2 Exclusions
The following are not included with an Agency Growth Plan, but may still be included for an additional fee:
- The purchase of media assets including, but not limited to photos, graphics, illustrations, videos or sound files.
- Third-party licenses for software subscription purchases such as WordPress Plugin licenses, that are not part of an Agency Service Plan (if included).
- Any third-party cost incurred by Unbranded Space that is not stated in the Inclusions.
- Email Hosting and support.
- Website Hosting or support.
- Domain Name Registrations or renewals
- Printing Services
2. FEES
2.1 Fees Payable
Fees are payable in advance of the commencement of the agreed-upon subscription plan for the full plan duration.
Fees advertised on our website are in Australian Dollars and exclude Tax. Customers in Australia will have Goods & Service Tax (GST) added and this will be reflected in the invoice they receive.
2.2 Maintenance Fees
Agency Growth Subscription plans do not include maintenance fees, but an Agency Service Plan can be added on request.
2.3 Refunds
Refunds can be provided within a period of 30 days from when payment for the plan is made. Refunds are subject to the following penalties:
- Any third-party costs (including merchant fees) that have been incurred by Unbranded Space that are not recoverable will be deducted from the refunded amount.
- Any hours Unbranded Space have used to perform work as part of the Plan will be deducted at our full standard hourly rate.
- A “Loss-of-work” Fee will apply. This fee will be 20% of the total amount paid OR $625 plus GST, whichever is the greater amount.
If the total of the “Loss of Work” fee in addition to third-party costs incurred as well as hours where work has already been performed exceeds the original invoiced amount paid, then no refund will be provided, but neither will the client incur any debt resulting from the “loss of Work” fee.
After 30 days from the commencement date, no refund can be given.
2.4 Plan Upgrades & Downgrades
It is not possible to change between Growth plans once a plan has been paid for.
3. DISCLAIMERS
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, 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
After work has been approved then any correction of errors attributed to Unbranded Space will be corrected provided that an Agency Growth Plan is in place. Where an Agency Growth plan is not in place then changes or corrections will be charged at the standard hourly rate.
Where work has not been approved, and an Agency Growth Subscription Plan has completed then Unbranded Space will make changes or corrections free of charge provided that:
a) a period of no more than seven days has passed since Unbranded Space submitted the work for approval
AND
b) the error can be attributed to Unbranded Space
Unbranded Space takes no responsibility for the functionality or maintenance of a website or other works after the work has been completed unless a service contract is in place.
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 the services provided by an Agency Subscription Plan.
3.4 Status and Duration of Offer
Unbranded Space may increase the price of Agency Plans from time to time, but any increase will not apply to an active Agency Growth Plan until the current plan is completed. A plan can be completed by either work having been performed by Unbranded Space equalling the allocated hours of the plan OR the period of time specified by the Maximum Plan Duration has passed.
3.5 Search Engine Listing
Where Search Engine Optimisation or Marketing services are requested, Unbranded Space will perform a series of services designed to improve a website’s search ranking to the best of their ability. However, the client accepts that it is the Search Engine and not Unbranded Space who ultimately determines 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 client’s website will be listed or what ranking the client’s website will achieve.
4. COMPLETION & APPROVAL OF WORK
Commencement of work is deemed to be the moment that the invoice for the plan is paid.
4.1 Supply of Materials.
The Client is to supply all materials and information required for Unbranded Space in as timely a manner as possible. Any time Unbranded Space uses while acquiring materials will contribute to the allocated hours of the plan.
Failure to supply materials may result in Unbranded Space not being able to continue work. This can result in Unbranded Space not being able to complete the work in the Agency Growth Plan allocated hours or the time specified by the Maximum Plan Duration. In such a case 4.3 Non-Completion of Work shall apply
4.2 Completion of Work
Unbranded Space does not guarantee completion of the requested work, however Unbranded Space warrants performing the number of hours allocated to a subscription plan to the best of its ability, with the provision of 7.2 Events Beyond Control. Unbranded Space will not knowingly delay work. Unbranded Space will also not undertake changes to the specifications of work which would increase the amount of work involved, without prior consent from the client.
The client can request changes to the specifications of the work at any time, however, in such a situation the client accepts that the work may no longer be achieved within any previously advised plan hours and that the conditions of 4.3 Non-Completion of Work below will apply.
4.3 Non-Completion of Work
Where work can not be completed within the current Agency Subscription Plans term Unbranded Space may provide one of the following options:
- Unbranded Space will offer to perform additional work above the allocated plan hours and will charge the standard hourly rate. Additional work performed is invoiced at the beginning of the subsequent month after the work has been performed regardless of whether or not the work is complete.
- Unbranded Space may make an offer to the client to purchase additional plans, should it be deemed that the work warrants the hours provided in the plan.
Where work can not be completed due to delays caused by the client, and delays prevent Unbranded Space from completing the work within the Maximum Plan Duration, then the client agrees to forfeit any unused time on the current plan allocated hours. The client may choose to:
- purchase additional plans OR
- have the work completed at the standard hourly rate.
4.4 Approval of Work
The Work is deemed completed on written approval from the client and Unbranded Space will not publish work until it has been approved. Until the work is approved, the client can request an unlimited amount of alterations, however, the client accepts that continuous alteration requests may result in the conditions of 4.3 Non-Completion of Work.
4.5 Termination of Requested Work
At any time that an Agency Growth plan is in place, the Client may request that Unbranded Space cease working on any task or project requested by them. The client can subsequently request work on alternative tasks or projects but accepts that any advised deadlines will no longer apply and that the conditions of 4.3 Non-completion of Work may apply.
5. Commencement, Duration & Completion of Plan
5.1 Commencement of Plan
The plan will commence from the date that the invoiced plan is paid. This is regardless of whether or not Unbranded Space commences work.
5.2 Duration of Plan
No fixed term specifies how long a plan needs to take however there is a Maximum Plan Duration that varies with each plan. All work requested of Unbranded Space by the client must be undertaken between the date that the invoice for the plan is paid and the equivalent day of the month in the final month determined by the Maximum Plan Duration. ie. if an invoice is paid on the 15th of January and the Maximum Plan Duration is 3 months, then work must be completed by the 15th of April of the same year.
5.3 Completion of Plan
The plan is completed when either one of the following applies:
- The total number of hours allocated to the plan have been performed by Unbranded Space OR
- The date specified in the Maximum Plan Duration has been reached
Completion of the Plan is not impacted by non-completion of work.
6. INTELLECTUAL PROPERTY
6.1 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.
6.2 Third-Party Assets and Copy
The client, in providing any third-party media asset including, but not limited to images, videos, graphics, audio files or written content, takes full responsibility for obtaining permission to publish the asset or accepts the subsequent risk in not doing so. In no way can Unbranded Space be held liable for publishing copyrighted material, and the client accepts full liability including any costs that may be charged by Unbranded Space for removing or unpublishing the offending material.
6.2 Scope of Intellectual Property and Copyright
After all outstanding fees are paid, Unbranded Space grants the client exclusive rights to all work we create for them unless otherwise stated in writing. Unbranded Space grants all intellectual property and copyright rights to the client for the completed work with the exclusion of the following:
- Unbranded Space retains the right, in perpetuity, to be exclusively identified as the author of any work created or generated and any attempt by the client to claim authorship or attribute authorship to a third party may result in revoking of all rights to the work.
- Unbranded Space reserves the right to publish and promote the work created on their own website and other promotional channels.
- Exclusive rights are granted to the completed work only. Files or assets used during the production of the work remain the property of Unbranded Space.
Unbranded Space will not intentionally claim authorship of any work provided by the client that contributes in part or whole to a finished work published by Unbranded Space on the client’s behalf.
7 RIGHTS AND RESPONSIBILITIES
7.1 Right to Terminate
Unbranded Space
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. In such a case the client would be deemed in breach of this agreement and Unbranded Space may refuse additional work regardless of the subscription plan allotted hours or term.
Where Unbranded Space terminates the contract without justifiable cause, then the client has the right to request a refund or seek compensation as the applicable consumer laws of the location identified in 8.1 Jurisdiction below
The Client
The client can terminate this contract at any time. Where termination occurs then a refund may apply according to our refund policy as detailed in 2.3 Refunds above applies. Where a refund does not apply then the client accepts the financial loss.
7.2 Events Beyond Control
Unbranded Space will not be liable for breach of contract where that breach was due to accident, illness, software, hardware or electrical failure, natural events such as fire or other events beyond our control. The client accepts that while Unbranded Space will act in good faith to attempt to compensate for these occurrences, the conditions of 4.3 Non-completion of Work may still apply at the discretion of Unbranded Space.
8 INTERPRETATION
8.1 Jurisdiction
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.
8.2 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 agreement not so held will remain valid and enforceable by law.
From time to time we may make changes to these Terms & Conditions. Minor changes will be notified via our Unbranded Space Client Dashboard, which will also be viewable from your WordPress website. Changes that alter the nature of this document and your agreement with Unbranded Space will be advised in writing.
This document was last updated on the 27th of February, 2024