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.
- Subscription Plan – the Agreed Agency Subscription Plan is determined by the number of hours per month and plan duration
- Subscription Term – the duration of the subscription plan, defined by the commencement and expiry dates.
- 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.
- Plan Pause – A feature of the plan that allows the client to pause a plan subscription and resume it at a later date.
- Total Plan Pause Duration – the total amount of time between the commencement of a plan and completion of a plan, regardless of any Plan Pause that may be in place.
- Commencement Date – The date on which Unbranded Space provides notice to the client that the subscription service begins.
- Commencement of Work – The point of a subscription period 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.
1. Service Description
An Unbranded Space Agency Subscription Plan provides fixed costs over a specified period for contracted work. Depending on the 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 Subscription 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.
In addition to the above the following features apply during the active, unpaused period of an Agency Subscription Plan:
- Priority Service – At any given time Agency Plan Subscribers will receive priority service over those clients who do not have an Agency Subscription Plan in place.
- Discounted Hourly Rate – Agency Subscription Plan pricing is calculated at a discounted hourly rate from our standard hourly rate. A further discount on the standard hourly rate applies to longer-term subscription periods.
- Flexible Design Briefs – All work requested during an active Agency Subscription Plan is governed by the Terms & Conditions of this agreement. The client can request as much work as they like and change the specifications of the brief without the need for alteration to the agreement, provided all conditions of this agreement are accepted and adhered to.
1.2 Exclusions
The following are not included with an Agency Subscription 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 (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
A refund can be provided on the condition that the commencement of work has not begun. Any costs that have been incurred by Unbranded Space that are not recoverable will be deducted from the refunded amount.
In the situation where the client has paid for a subscription period of 3 months or more, then the client may request a refund at any time during the first 30-day period of the subscription commencement date. If the commencement of work has begun, then an amount equivalent to 1 single month of the chosen plan plus any additional costs incurred not listed in 1.1 Inclusion above will be deducted from the refund amount. After 30 days from the commencement date, no refund can be given.
2.4 Plan Upgraded
An upgrade is defined as changing to a plan with more hours or increasing the duration of the currently subscribed plan’s subscription period.
The client can request a plan upgrade at any time and Unbranded Space will either:
- Upgrade the plan immediately OR
- Upgrade the plan at the end of the current billing month OR
- Upgrade the plan at the end of the current subscription term.
While Unbranded Space will implement your upgrade request as soon as possible, Unbranded Space reserves the right to reject or delay an upgrade request, depending on current workloads and other contributing factors that may apply at any given time.
Provided that Unbranded Space is able to facilitate your plan upgrade, then a credit will be generated for the unused time on your current plan. An invoice will be generated for the new plan and the credit applied.
2.5 Plan Downgrades
A downgrade is defined as changing to a plan with fewer hours or decreasing the duration of the current plan’s subscription period. Agency Subscription Plans can only be downgraded at the end of the current subscription term.
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 Subscription Plan is in place. Where an Agency Subscription 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 Expired 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 Service Plans from time to time, but any increase will not apply to an active Agency Subscription Plan until the current subscription term expires.
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. COMMENCEMENT & COMPLETION OF WORK
Commencement of work is deemed to be the moment that Unbranded Space begins work on the first of any number of projects or tasks requested during an Agency Subscription period.
4.1 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 work Unbranded Space request additional materials from the client then the client must provide the materials in as timely a manner as possible.
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 Subscription plan allocated hours or subscription term. In such a case 4.3 Non-Completion of Work shall apply
4.2 Completion of Work
Unbranded Space does not guarantee completion of all 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 deadline 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 monthly hours and will charge the standard hourly rate. Additional work perform 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 offer an upgrade to your current Agency Subscription Plan as detailed in 2.4 Plan Upgrades above.
- Where Unbranded Space is unable to provide options 1 or 2 above, then work will continue until the expiry of the current subscription plan and the client can choose to subscribe to a new plan or have the work performed at the standard hourly rate at the earliest available time.
Where work can not be completed due to delays caused by the client, and delays prevent Unbranded Space from completing the work within the allocated monthly hours in a given month, then the client agrees to forfeit any unused time on the current month’s allocated hours. In this situation one of the following options are available:
- Where there are remaining months in the current subscription period, then the work will be performed in the subsequent month. Unbranded Space will continue to work at the best of their ability, but the client accepts that this may have a consequence of delaying any previously advised deadlines of jobs achievable within the subscription plans hours.
- Where there are no remaining months then the client can opt for a new subscription period OR choose to have no subscription and have the work completed at the standard hourly rate.
4.3 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.
4.4 Termination of Requested Work
At any time that an Agency Subscription 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. Agency Subscription Plan Pausing
Where an Agency Subscription Plan allows for Plan Pausing, the client may request a Plan Pause at any time while the subscription is active. The pause will come into effect at the end of the current month’s billing cycle. The following conditions apply:
- A Request for Plan pausing must be provided in writing.
- The number of Plan Pause requests cannot exceed those allocated to the currently active Agency Subscription Plan. The number of plan pauses can be found by comparing the plans and choosing the relevant plan
- The total time that an Agency Subscription Plan commences and then subsequently expires cannot exceed the Total Pause Duration applicable to the active Agency Subscription Plan
- The client can request Unbranded Space perform work while a plan is paused without reactivating the plan but must explicitly do so and accepts that the standard hourly rate and not the discounted Agency subscription hourly rate will apply. The client also accepts that priority service may not apply while a plan is paused.
5.1 Total Plan Pause Duration
The client accepts that they must use the allocated plan’s term duration within the Total Plan Pause Duration period applicable to the active plan. If a period of time passed that is longer than the period from when the Agency Subscription plan first commences and the applicable Total Plan Pause Duration, then the plan will be deemed to have expired regardless of whether or not the plan is paused or unpaused and if there is unused time or hours on the plan.
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 that includes any costs that may be charged by Unbranded Space for removing or unpublishing the offending material.
6.2 Scope of Intellectual Property and Copyright
Subsequent to all outstanding fees being 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 its 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 8th of August, 2023