Thank you for commissioning Outspoken Entourage Pty Ltd to help bring your project to life! To ensure we are all on the same page when it comes to our working relationship, we’ve put together our terms of engagement. Of course, if you have any questions relating to anything below, please let us know!
1.Parties
The parties to this agreement are Outspoken Entourage Pty Ltd trading as Outspoken Entourage (OE) (ABN 30 626 920 045) and the client set out in our Proposal (“Client”, “you”).
2. Our Services
OE provides services including graphic design, logo and branding, website design, social media content creation, including social media branded tiles, label and packaging design and more. The deliverables (scope of works) specific to your engagement with OE is set out within our Proposal. If we have provided different options, we will deliver those that have been selected by you.Any deliverables or revisions above and beyond the inclusion outlined in the Proposal will be subject to further agreement and/or fees. Only services/deliverables outlined in the Proposal will be provided. If we have discussed other services/deliverables and they are not outlined in the Proposal, please let us know.
3. What we need from you
So that OE can provide a quality service to you, if you’re not able to provide us with resources or information such as copy, images, feedback or other brand assets (such as logos) in a timely fashion, this can cause delays in the project.
4. Changes to Scope
The services we will provide are limited in scope as set out in our Proposal. If you request services outside of the scope of works / proposal, we will inform you of this and provide an estimate of the charges to undertake the additional work. Changes to scope of works may require additional time to complete the work and we will inform you of this if we are working to a specific deadline.
5. Fees
OE calculates its fees based on the scope of work discussed and agreed with you and the total project cost is set out in the Proposal. Prices set out in our Proposal are valid for three (3) months from the date of issue. Please note that the total project cost is subject to change if time spent on any stage exceeds our estimate due to factors outside of our control, including but not limited to;
- instructions by you to complete work outside of the initial scope
- revision requests beyond what was anticipated in our initial scope of works
- the amount of information supplied, far exceeds what was expected when we created the Proposal
If we anticipate the total project cost to exceed our proposal, we will inform you as soon as practicable. We may agree to undertake work on an ongoing retainer basis. At the conclusion of each month we will forward you a breakdown of the time spent on each project including the amount of time which is to be rolled over to the following month when not used or the amount of time to be taken from the following month where time was exceeded.
6. Expenses
OE may incur expenses in providing the services, which will be in in addition to our fees. These may include:
a) Image purchase or licensing costs;
b) Printing costs;
c) Font/s licensing where a specific font is requested that does not fall within our regular font library
7. Payment
Prior to work commencing, you agree to make payment as described in the Proposal (eg deposit). Payments which are not made in a prompt manner, may delay the commencement of projects which may impact your required deadline/s.
Monthly Payment Option - For some project Proposals, OE may offer a monthly payment option to make the project cost easier to manage by splitting up the cost over several months. This is not to be considered a progress payment and are available by direct debit only. We will keep you informed at each stage of the project progress.
Project Payments - Failure of the client to provide materials or content will not hinder project payments by the due dates.
Bundled Projects - For projects that have more than one individual project/s bundled together (example the Sole Trader Pack which includes a logo and website project), a discounted rate may be applied to individual items within the bundle. If you commission a bundled pack but wish to cancel after part of the project has been completed (eg cancel the service after the logo has been completed but not the website), the regular full cost of the logo will apply, and this difference will be invoiced accordingly.
Outstanding Amounts Exceeding Terms - If any amounts remain outstanding for more than 60 days, we may refer the matter to a debt collection agency or solicitor and you will be liable to pay any costs we incur or become liable to pay for the collection of such unpaid amounts, including but not limited to debt collection fees, charges and commissions and legal fees and costs on a full indemnity basis.
Design/Source Files - Please note that we will not under any circumstances be obliged to deliver design/source files, such as but not limited to Illustrator, InDesign or vector-based PDF files. These files are retained for internal purposes only. If you require us to deliver source/internal files to you, this will be subject to further agreement and fees. See section on Intellectual Property for further information.
For Proposals without a fixed price - We will provide an estimate of cost prior to commencing a job using historical data of previous projects; however we will only charge you for actual time taken, which may be more or less than the estimated cost. Should the project look to be going over the estimated time, we will contact you to advise.
Hourly Rate - Outspoken Entourage’s hourly rate is $175 + GST. For one-off projects, we charge a 50% deposit prior to commencement, with the remainder upon delivery of project. For fixed price contracts and/or where deliverables are outlined in the proposal, out of scope work, additional work generated by change of mind, extra rounds of changes above what is stipulated in the original proposal will be charged at our standard studio rate.- Print Work Payments - All print work must be paid in full prior to ordering.
8. Access – Credentials
We may require reasonable access to your digital assets or accounts (such as your website or social media profiles) to provide our services. You agree to grant access on request.
9. Licence of Intellectual Property
Intellectual Property (IP) and Copyright Law/s are applicable when engaging a design practice for service/s in Australia. We wish to be transparent about these law/s prior to you engaging Outspoken Entourage Pty Ltd (OE), however if you choose not to proceed, understand these standardised IP laws are likely to apply for all other design firm/s unless expressly covered in their terms and conditions.
When entering into an agreement with OE, we may provide you with materials/collateral/design/s which are subject to Intellectual Property Rights. OE retain the right to all Intellectual Property Rights for all works we create on your behalf in relation to your project in accordance with Australian Law. This includes (but is not limited to) social media tiles, packaging designs, website designs, images, graphics or visual work. This agreement does not give you any assignment of such rights with the exception of logo design where you are free to use the designed logo/s as you wish.
OE agree to grant you an exclusive licence to use the Intellectual Property created by us for your project for the purposes set out in our original quote, subject to payment of the final/balance of this agreement. The licence will be granted on the receipt of payment of the final invoice for your project.
The licences referred to specifically exclude any right to sell, licence or distribute (or any attempt to) our Intellectual Property without the prior written consent of OE, which may be withheld in our absolute discretion. If there is a breach with regard to Intellectual Property, any licence that had been granted to you will be immediately revoked and OE may pursue you for an appropriate solution. This could include a claim for damages or an account of profits. Under no circumstances are you authorised to copy (whole or partially), share, republish or distribute such works otherwise than in accordance with such licence.
You may request that OE assign the Intellectual Property Rights for any work and this will be at our discretion to do so and may be subject to a further agreement (Assignment of Intellectual Property Deed) and associated fees to prepare the Deed.
OE retain the right to watermark or digitally lock/protect our Intellectual Property (including images, content or other works) produced under this agreement to protect our Intellectual Property Rights.
If this agreement is terminated by yourself, OE will not be obliged to provide any Intellectual Property to you. Failure to execute payment as required by this agreement may result in termination of this agreement, in which case OE will not grant you the use of the licence.
Unless otherwise agreed at the time of quoting, you give OE permission to use your name, business and logo (if applicable), including any trade marks for the sole purpose of promoting our business. You agree that OE may place images of designs and deliverables on our website for this purpose.
9.1 – Intellectual Property for Print Media
Where OE is engaged to create collateral to be used for print (including but not limited to; business cards, reports, catalogues, flyers, posters, programs), OE will not make available design/source files as set out in the section on Intellectual Property. Outspoken Entourage operates as a print provider and unless the project was explicitly created from the outset to be used by your personal/preferred supplier, access to files suitable for print will not be granted. Additionally, OE retain the IP rights to all designed materials and reproduction of the design/s by an outside party will be in breach of IP and Copyright laws.
When a project was designed for use by your selected third-party print provider (eg. a print specialist in packaging) from the outset, we will happily supply them with file/s. It is an expectation that ongoing edits and revisions not related to pre-press or preparation for a print provider’s equipment, are made by OE as required.
10. Client’s Warranty and Indemnity
When providing/directing us to use previously designed marketing collateral or examples of work from which you wish OE to use as a basis for a project, you acknowledge that you own the Intellectual Property rights and/or are able to use freely. You indemnify Outspoken Entourage from any legal recourse arising from the use of the material/s.
11. Limitation of Liability
OE will provide services with due care and skill. Please note that we do not offer any guarantees beyond those available to you at law (for example, any consumer guarantees you are entitled to under the Australian Consumer Law). We do not provide any warranty or guarantee as to results that may be achieved. Any indications given are examples and are based on experience and must not be relied on to predict future results. You agree that you have not relied on any warranty, guarantee or representation given by OE in entering into an Agreement. You acknowledge and agree that third-party platforms which I may use to provide the services, or which the services are designed to take advantage of, including but not limited to Facebook, Instagram, Adobe Creative Cloud, Webflow, are not controlled or influenced by me and I cannot guarantee their continued availability. Should a critical platform become unavailable for any reason, I will inform you and discuss a mutually acceptable alternative where available.
12. No Communication Policy
If we receive no communication from you after 45 days, we will terminate the project and it will be considered cancelled. We are always open to listening & understanding that things do happen, however you just need to communicate with us so we are aware of your wishes.
13. Termination
This agreement may be terminated by either party if:
a) the other party breaches a term of this agreement and fails to remedy the breach after being given 7 days’ notice of the requirement to remedy the breach; or
b) an Insolvency Event occurs in relation to either party; The parties acknowledge and agree that the termination of this agreement by either party other than in accordance with the express terms of this clause will be deemed a breach of this agreement.
14. Consequences of Termination
If this agreement is terminated, all rights and obligations accrued up to the date of the agreement are not affected.If you terminate this agreement, you must pay all fees and expenses incurred up to the time of termination. This clause, as well as any other clause which by its nature is intended to survive termination, will survive termination.
15. Acceptance
You can accept the terms set out in this document by:
a) returning a signed copy of the Proposal; and/or
b) making a payment to OE after you have received a copy/link to/of these terms.
Acceptance of Terms
These terms will be effective for future engagements, unless we advise you of any change.
