TERMS & CONDITIONS
1. THESE TERMS
1.1 This document sets out the terms and conditions (“Terms”) under which we provide you with the Services. By making any payment, using or continuing to use the Services you agree to be bound by these Terms.
1.2 In addition to these Terms, there may also be specific terms which govern the provision of certain services and your use of, and access to, certain sections of Our Website. You also agree to be bound by any such additional terms.
• “Our Website” means the website operated by us under the domain name “www.lsdesignstudio.com.au” and any sub domains through which, among other things, we provide the Services.
• “Services” means the design services we provide you (including but not limited to logo, CI, brochure, book, catalogue, stationery, flyer, website design, website development, marketing, management, maintenance and hosting services).
• “Terms” means these terms and conditions and includes any variation, amendment and additions to them.
• “Third Party Websites” means any web sites of any third parties.
• “Third Party Products” means any products, services, api’s, components, modules, plug-ins provided by third parties under license to or purchased by LS DESIGN STUDIO, subject to and in accordance with the terms and conditions of the third party product.
• “We, us, our, the provider, LS DESIGN STUDIO” means LEO SCHOEPFLIN ABN 378 640 607 04, its principals, employees, agents and contractors and, as the context requires it, means each of us severally and each of us jointly.
• “You, the client, the customer” means the person or persons to whom we provide the Services. If that is more than one person, “you, the client, the customer” means each of them separately and every two or more of them jointly. “You, the client, the customer” includes your successors and assigns.
2.2 Interpretation Principles
In these Terms:
• Headings are for convenience only and do not affect the interpretation or meaning of these Terms;
• The singular includes the plural, and vice versa;
• If a word is defined, another part of speech has a corresponding meaning;
• A word which suggests one gender includes the other gender; and
• If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
3. PROVISION OF SERVICES
LS DESIGN STUDIO will provide you with the services set out in your confirmed quote.Only those services mentioned will be provided by LS DESIGN STUDIO and any amendments, add ons or schedule changes must be agreed to in writing. This and the following clauses are the general terms and conditions on which those services are supplied and together with the quote and confirmed additional fees form the total agreement between us.
4. COSTS AND PAYMENTS
4.1 Charges are $100.00 per hour design + 10% GST. Minor requests & small changes are billed at minimum increments of $25.00 per 0.25 quarterly hourly units + 10% GST.
4.2 You must pay all charges as set out in the approved quotation. Cost estimates are only valid for a period of 30 days.
4.3 You will remain liable for all fees during any period when services have been discontinued or suspended due to a failure on your part to comply with these terms and conditions.
4.4 You will be invoiced as agreed in your quotation. All accounts are payable before delivery of final artwork or within the individually agreed timeframe from date of invoicing.
4.5 You are liable to pay overdue interest at 5% per week on any amounts not paid within 7 days of invoice due date. All intellectual property rights remain with LS DESIGN STUDIO until payment.
4.6 You must pay LS DESIGN STUDIO charges without any set off, counter claim or deduction unless same is agreed in writing between us.
4.7 LS DESIGN STUDIO reserves the right to prioritise early paying clients and to charge urgency fees for turnaround within 3 working days. (Urgency status).
4.8 Upon delivery of artwork proofs by LS DESIGN STUDIO you agree to give us your feedback within a maximum of 10 workdays. If that condition is not met, LS DESIGN STUDIO has the right to invoice you for the time spend on your account.
4.9 No final artwork or files will be delivered until final invoices are paid in full. Payment by cheque will entail waiting for clearance before supply of files. Delivery being: Supply of final artwork digital files to a printer, to you, on disk, via email or uploaded to nominated ISP. Construction files remain the property of LS DESIGN STUDIO unless arranged otherwise.
4.10 Liaison with printers, external service providers, external product vendors or internet service providers is charged at our current rate per hour. All printing costs need to be paid in full upfront.
4.11 Urgent service requests over weekends or public holidays will be charged out at 200% of the hourly rate.
5.1 It is not possible to refund a deposit, stage payment or full project payment after thirty (30) days or once LS DESIGN STUDIO has sent the design or development work to the Client. LS DESIGN STUDIO reserves the right to decide whether a refund is applicable if requested by the Client for any reason. If a refund is provided, any disbursements already paid to 3rd parties by LS DESIGN STUDIO on behalf of the Client (including but not limited to hosting fees, domain name registration, software purchases) will not be refundable. If paid by credit card, refunds will be issued to the original credit card provided at the time of purchase. If your account has been canceled by us due to a breach of the terms and conditions on your part, you will not be eligible for a refund. Phone requests will not constitute acceptance of any cancellation.
5.2 No refund is available on web hosting and Domain Name registration & renewals.
6. LIMITATION OF LIABILITY
6.1 All terms conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by LS DESIGN STUDIO not contained in the agreement are excluded and LS DESIGN STUDIO will not accept liability for any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly with respect to the service.
6.2 Where any applicable legislation implies any term, condition or warranty into the Agreement or in respect of LS DESIGN STUDIOs relationship with you, or otherwise gives you a particular remedy against LS DESIGN STUDIO and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy will be deemed to be included in the Agreement or as the case may require apply to the relationship between LS DESIGN STUDIO and you. However, LS DESIGN STUDIO liability for any such breach of such implied term, condition or warranty or under such remedy, will be limited, at LS DESIGN STUDIO option, in any one or more of the ways permitted in that legislation, including, where so permitted if the breach relates to services the supplying of those services again or the payment of the cost of having those services supplied again.
6.3 You acknowledge that artwork cannot be guaranteed to be 100% error free in construction and acknowledge that the existence of errors falling short of a complete failure of consideration in the site shall not constitute a reason to terminate this agreement.
Provider shall be held harmless from any legal problems, accusations, or illegal activities that may arise from the Client’s website, business or personal activities. LS DESIGN STUDIO is a hired contractor, and is not in any other way affiliated with or employed by the Client.
There is no warranty express or implied for any services offered unless explicitly detailed in each individual agreement.
9.1 Provider agrees anything considered by any reasonable person, or explicitly deemed as “Confidential Information” is to be fully considered confidential and proprietary of the Client and Provider shall hold the same in confidence. The Provider shall not use the Confidential Information other than for the purposes of its business with Client, and shall disclose it only as necessary to its officers, directors, sub contractors, or employees with a specific need to know. Provider will not disclose, publish or otherwise reveal any of the Confidential Information received from Client to any other party whatsoever except with the specific prior documented authorization of Client.
9.2 The Client shall not reveal any critical business information such as, but not limited to, cost of services, to any third party for any reason. Such revelation is grounds for termination of services.
10. NO IMPLIED EXCLUSION OR CONFLICT
The Provider is an independent contractor and is not in any way bound by any terms, to work for the Client exclusively, or shall the Provider be restricted from contracting other companies of similar or same business type in any market or geographic area.
11. SUSPENSION OF SERVICES
11.1 LS DESIGN STUDIO reserves the right to suspend services in any case where you fail to perform your obligations under this agreement. If payment for services is not received within the terms of payment stipulated by us, services will not be provided until payment is confirmed.
11.2 LS DESIGN STUDIO may from time to time and without notice or liability to you suspend any of the services if the reason for doing same is an event beyond the reasonable control of LS DESIGN STUDIO.
LS DESIGN STUDIO may discontinue services if an amount payable to LS DESIGN STUDIO is overdue or take down a website permanently in any case where an amount payable is overdue by more than 7 days. In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties.
13. CONTENT OF ANY MARKETING MATERIAL AND UNDERTAKINGS
13.1 You will be solely responsible for the content of your Marketing Material/Web Page/undertakings. LS DESIGN STUDIO is not responsible for proofreading any content unless specifically agreed.
13.2 You acknowledge and agree that, if your site includes features that allow visitors to your site to add content, then you are responsible for that content and, without limiting any other provision of these Terms, you agree to indemnify us for any damages, losses and expenses arising as a result of or in connection with that content as if that content was put on Your Website by you. Without limiting this paragraph or these Terms, while we are under no obligation to monitor or moderate the content of Your Website, we reserve the right to remove any content from Your Website which we in our absolute discretion determine or deem to be inappropriate for any reason.
13.3 LS DESIGN STUDIO makes no representations to you concerning the content or functionality of your Web Site. This is your responsibility to ensure that it meets your requirements.
13.4 If you provide LS DESIGN STUDIO with goods, material, photographs, film, data or information to be used in any form, you hereby warrant that these do not infringe the rights of third parties and indemnify LS DESIGN STUDIO against any action taken against LS DESIGN STUDIO by any such third party.
13.5 Without limiting the generality of the foregoing, you agree not to infringe the copyright trademark, privacy or personal or proprietary rights of third parties, supply libellous, abusive, obscene material or disparage the products or services of any third party.
13.6 LS DESIGN STUDIO for its part hereby undertakes not to knowingly infringe the rights of third parties in activities conducted on your behalf.
13.7 You are solely responsible for dealing with persons who access your data or webpage and warrant that you will not refer complaints or inquiries in relation to such data to us.
14. TECHNICAL SUPPORT, CHANGES, MAINTENANCE
14.1 Technical assistance via telephone or email will be offered. Extensive queries taking more than 10 minutes to deal with or site maintenance will be charged at a minimum of 1/2 hour (30 minutes) increments.
14.2 Technical assistance on-site will be offered and will be charged at hourly rate. Transportation fees will also be charged on hourly rate where applicable, otherwise as agreed.
14.3 Maintenance requests shall be billed at a minimum of ½ hour (30 minutes) increments. Development requests shall be billed at a minimum of 1 hour (60 minutes) increments. Each invoice shall be sent by email. All invoices are due within 7 days of the invoice date.
14.4 LEO SCHOEPFLIN must perform scheduled maintenance to our servers from time to time. We will attempt to perform all scheduled maintenance at times that will affect the least amount of Clients. If scheduled maintenance requires the service to be off-line for more than 30 minutes we will notify Clients via email of the scheduled maintenance at least 24 hours in advance of the maintenance. As LEO SCHOEPFLIN may provide its services from a single server, downtime spanning several days may occur. Subject to law, we are not liable for any loss or disappointment you may suffer as a result of any faults or interruptions in the Service.
14.5 Unscheduled maintenance may need to be performed on servers. If unscheduled maintenance requires services to be off-line for more than 30 minutes, we will notify Clients via email after the maintenance has been completed.
15. DISPUTE RESOLUTION
15.1 The parties agree that if any dispute should arise under this agreement, attempts in good faith by both parties will be made to resolve the matter fairly before resorting to court procedures. In doing so, each party agrees to use its best endeavors to:
15.1.1 Clearly communicate in writing the background facts leading to or causing the dispute
15.1.2 Set out clearly what action is required to settle the dispute
15.1.3 Select a way of resolving the dispute and explain why that way of resolving the dispute can be said to be a fair resolution
15.1.4 Discuss specific means of avoiding such disputes in the future
15.2 Attempts to resolve the dispute must follow the following procedure:
16.2 .1 The person complaining shall set out in writing the background, the issues and the outcome desired.
16.2.2 The person to whom the complaint is addressed will reply in writing within 10 business days to each issue in dispute setting out its perspective on the issue and the outcome desired.
16.2.3 If the dispute is not resolved in accordance with this exchange of written issues and outcomes, then the complainant will raise the matter with a neutral professional adviser or Alternative Dispute Resolution (ADR) provider listed in a relevant publication of the Department of Workplace Relations and Small Business or similar government department within 10 business days.
16.2.4 If the dispute is not resolved in accordance with such reference, the matter shall be referred to a single agreed arbitrator within 10 business days; whose decision shall be final.
16.2.5 In the case of disagreement on the appointment of a single arbitrator, then the parties shall be entitled to nominate one independent arbitrator with 7 days of disagreement and a coin will be tossed by an independent person to decide which will act as arbitrator of the dispute.
16.2.6 Action taken to settle the dispute at each stage must be undertaken promptly and the parties shall equally share the costs associated with the this dispute settlement procedure.
16.3 These terms and conditions are governed by the law in force in Queensland and you submit to the non-exclusive jurisdiction of the courts of Queensland and courts which may hear appeals from those courts.
17. INTELLECTUAL PROPERTY
17.1 All creation files remain the property of LS DESIGN STUDIO.
17.2 LS DESIGN STUDIO retains the Copyright in and the right to use all artwork created in advancing the profile of LS DESIGN STUDIO and to be recognised for artwork created by LS DESIGN STUDIO.
17.3 LS DESIGN STUDIO shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from your Web Page unless specifically agreed otherwise. Further, LS DESIGN STUDIO shall be free to use any ideas concepts know-how or techniques acquired in construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
17.4 The release of creation files of any artwork will be charged out at 200% of the initial production cost. By purchasing creation files, the client obtains the IP and the Copyright and the right to change & alter any aspects of the artwork.
17.5 Licensing and copyright for all artwork including logos designed by LS DESIGN STUDIO is automatically limited for national use (Australia wide) only. If a client wishes to use artwork and/or a logo created by LS DESIGN STUDIO overseas an extended licence will be granted at 200% of the initial production cost.
17.6 LS DESIGN STUDIO observes Privacy Laws and Guidelines relating to personal data.
18.1 If any of these terms and conditions (or part of them) is void or unenforceable, it is taken to be removed and no longer forms part of the Agreement between us. The remaining terms and conditions remain in full force and effect.
18.2 LS DESIGN STUDIO may at any time vary the Terms by publishing the varied Terms on Our Website. You acknowledge and agree that by continuing to use the Services you accept the varied Terms.
18.3 Written communications between us may take the form of letters, formal documents, faxes or emails.
18.4 LS DESIGN STUDIO may require a personal guarantee from the Director of a company in cases where files/artwork is required before payment.
18.5 Third Party Products may be used for the creation, provision or function of services provided to The Client. We grant you a limited, non-exclusive, non-assignable, non-sub-licensable, non-transferable, freely revocable license to use the 3rd party products (f.e.. Stock Imagery) solely for your marketing products. By accepting our Terms and Conditions The Client also agrees not to copy, reproduce, disclose or transmit any source code, element or part of the third party products.