1. Summary

1.1 Purpose of this agreement

This Agreement is in place to ensure the Parties understand what is expected of each of the Parties during this engagement and how the project is expected to progress. The vast majority of design projects run smoothly. However, from time to time things don’t go to plan. This Agreement also sets out an understanding of how best to deal with unexpected circumstances, so that both Parties are prepared.

1.2 So in short

You are hiring Minta Viski, to design and develop the visual or design components outlined in this Quote (the Design Services) for the total agreed price, and the terms of this Agreement.

The Parties also agree that the Design Services will be completed in accordance with the Project Timeline, which is either included with our Quote or as been provided to you at or around the time of Minta Viski sending you this Agreement.

By doing any of the following you will be taken to have engaged Minta Viski:

(a)     signing in ink;
(b)    signing electronically, either by attaching an image of your signature or with a stylus;
(c)     replying to this email with confirmation;
(d)    calling me with confirmation;
(e)     otherwise entering into the Agreement electronically; or
(f)      simply continuing to provide instructions on the Design Services to me.

2. What do both Parties agree to do?

2.1 The Client’s role

You agree to provide me with everything that I need to complete the Design Services for the project including text, images and other information as and when I need it, and in the format I ask for. You’ll review my work and provide feedback and approval in a timely manner. You also agree to stick to the payment schedule and the Project Timeline (as amended from time to time).

2.2 Minta Viski’s role

Minta Viski will carry out the Design Services in a professional and timely manner and generally in accordance with the Project Timeline (as amended from time to time).

Minta Viski may, from time to time, engage subcontractors to assist in the delivery of the Design Services; however, in doing so Minta Viski remains responsible for the delivery of the Design Services in accordance with this Agreement.

Minta Viski will maintain the confidentiality of any Client information, and ensure that any subcontractors are similarly instructed to maintain such confidentiality.

2.3 Project Timeline for Design Services

I will deliver the Design Services generally in accordance with the Project Timeline, however I can’t be responsible for a missed deadline which is outside of my control.

I will not always be able to meet the Project Timeline if the Design Services are delayed because of:

(a)    your delay in starting the project, or your delay in accepting and entering into this Agreement;
(b)    your placing the project on hold temporarily;
(c)    your decision to change the scope of the Design Services, especially to increase the scope;
(d)    your failure to provide me with information and documents as requested/required;
(e)    your delay in providing comments and approval on the Design Services;
(f)     your breach of this Agreement, including delay in or non-payment of my invoices; and
(g)    any other matter beyond my control.

I will notify you of any change to the Project Timeline within a reasonable time, and whether this will require a variation to the Design Services.

 3.4 Changes and revisions

The Parties will agree on a cost for the project before starting, however sometimes things change throughout the scope of a project (and that's ok!). Additional rounds of changes will be charged at $240 + GST per hour and will be confirmed in writing prior to starting the work.

In the event that you delay the project past the agreed project milestones in the Project Timeline (as amended from time to time) and I've made reasonable attempts to confirm your availability and finalise the project, Minta Viski reserves the right to re-quote if the project is to continue after significant delay.

3.5 Terminating the Agreement

Either of the Parties can terminate this Agreement by giving seven days written notice to the other party. The cost of any items completed up until that stage must be paid for in full, by you.

I can also raise an invoice for a reasonable amount for the items which have been partially completed as at the date which this Agreement be terminated.

Any payments made before termination are non-refundable.

3.6 Printing and delivery

Printing, production and delivery is not part of the Design Services. Minta Viski may, however, agree to coordinate the printing and production of certain collateral as listed in our Quote.

If not listed in the Quote, the printing of items is not included in the quoted price and will be quoted separately.

If included in the Quote, Minta Viski will coordinate the delivery of any printing or other production as detailed in the Quote. Changes to the amounts or types of items for printing or production will change the Quote.

ALL PRINTING AND PRODUCTION OF COLLATERAL IS BY SEPARATE CONTRACTORS. THE CLIENT ACKNOWLEDGES THAT, AFTER YOU HAVE APPROVED OR SIGNED OFF ON SAMPLES AND PROOFS:

> any changes may incur additional costs; and

> the separate contractor is wholly responsible to the Client for the quality of the printing or production.

Projects needing to be delivered will be sent by post or courier, and this cost will be quoted accordingly once the number of items needing delivery is confirmed.

 3.7 Priority

Urgent requests with a turnaround time of less than five business days will be classified as a priority job and will be charged at $240 + GST per hour. Written or verbal confirmation will be sought from the client prior to starting the work.

3.8 Additional premium for tight deadlines

If the Parties have agreed on a deadline for this project and you need to alter the deadline, the project will attract a premium rate of $100 + GST per hour in addition to the rate initially quoted for. This means your hourly rate will be $280 + GST per hour for the remainder of the project.

3.9 Change Order

IF YOU PAUSE THIS PROJECT AT ANY STAGE, TELL ME THAT THE PROJECT IS ON HOLD, OR IF THE PROJECT OTHERWISE SUFFERS A DELAY WHICH IS DESCRIBED IN CLAUSE 2.3, YOU AGREE TO:

> pay an invoice for all work completed and a reasonable amount for the works partially completed, or a stage of works commenced but not completed to date; and

> pay an additional holding fee being not more than 10% of the Quote, which will be in addition to the Quote and any variations to the Quote and payable within the terms of a valid tax invoice issued by Minta Viski to the Client.

Without limiting the above, if the project is paused, put on hold or delayed for more than 30 days, then the Quote is no longer valid. In addition to any holding fee, I may re-issue you a revised quote for the remainder of the project, which will apply once you confirm it is going ahead.

4. Legal stuff

The documents that are attached to or accompany this Agreement, including the Quote and the Project Timeline (subject to any amendment of it) are taken to be incorporated into this Agreement and are binding on the Parties.

While every file is subject to a quality assurance checklist before being returned to you, the responsibility of proofreading the document or design ultimately lies with you. I can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised me of them. If any provision of this Agreement is unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and won’t affect the validity and enforceability of any remaining provisions.

I will not be liable for loss, damage or delay of your project due to circumstances beyond my control. Such circumstances may include (but are not limited to) natural disasters or acts of terrorism, acts of God, public unrest, power or network outages, cyber attacks, inability to contact you or non-disclosure of fundamental business information required for me to reasonably carry out the work as requested by you. In the event of such loss, damage or delay, I will make every effort to notify you immediately.

5. Copyrights

5.1 Permission from other suppliers

You guarantee that all elements of text, graphics, photos, designs, fonts, trademarks, or other artwork you provide are either owned by you, or that you’ve been given permission to use them.

5.2 Who owns what

Once all outstanding amounts have been paid and your final payment for the Design Services has cleared, copyright will be automatically assigned as follows:

> You’ll own the visual elements that I create for this project. I’ll give you the final files that you need (for example, to pass on to a supplier like a printer) and it’s up to you to keep them somewhere safe as I can’t guarantee that I’ll have access to the original files in the future. You own all elements of text, images and data you provided, unless someone else owns them.

> I’ll own the unique combination of these elements (the native file) that constitutes a complete design and I’ll license the design to you, exclusively and in perpetuity for this project only, unless the Parties agree otherwise. This means that you can’t take the design I made for you and sell it to someone else, or send it to another supplier who can edit it without my knowledge. I can licence the native files to you, however you'll need to request a quote for these and there will be an additional cost.

5.3 Future use for my portfolio

I love to show off my work and share what I’ve learned with other people. As part of this Agreement, Minta Viski reserves the right to display and link to your project as part of my portfolio and to write about it on websites, in articles, and in books, unless the Parties agree otherwise.

6. Artwork

6.1 Licensing

Where project deliverables include bespoke narrative artwork, Minta Viski grants the licensee the non-exclusive, non-transferable and non-assignable use of artwork for:

1. Transferring to graphic vinyl for wall covering in the spaces agreed in the initial proposal; and

2. A single use of the image in a brochure or handout for the purposes of identifying and acknowledging the artist and the artwork.

6.2 Provisions

Minta Viski retains all copyright and moral rights attached to the artwork delivered as well as any other rights that may not be detailed in this Agreement.

Credit/Acknowledgement of the artist's name and the corresponding image titled agreed upon must be given when the image is displayed.

Selling and/or redistribution of this image is forbidden.

Licensee is allowed to crop and/or electronically alter the image to suit their purposes for the usage stated above. Any changes the Licensee makes must be signed off and approved by the Licensor before use.

If the image needs to be used for any other print/promotional purpose, new terms and conditions will be negotiated for the associated usage.

 6.3 Relationship of the Parties

The Parties outlined in the initial proposal agree that Minta Viski is an independent contractor and that neither Minta Viski or contract personnel are, or shall be deemed to be, employees of the Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. Minta Viski and the artwork or any other deliverables prepared by Minta Viski shall not be deemed a work for hire as defined under Copyright Law. All rights granted to the client are contractual in nature and are expressly defined by this Agreement.

6.4 Indemnity

The Client indemnifies and holds harmless Minta Viski against all claims, liability, damages, costs and expenses stemming from a breach of this Agreement, the use of the artwork, your failure to abide by any restriction regarding the use of an image, or any claim by a third party related to the use of the image.

6.5 Warranty and Liability

The artwork is provided "as is" with no warranty regarding the suitability of the image for any purpose. Minta Viski is not liable to the Client or any person or entity for damages, costs or losses stemming from any usage of this image.

6.6 Co-Design

The Client also indemnifies and holds harmless Minta Viski against all claims, liability, damages, costs and expenses arising from the process of engaging with your user groups, workshop participants, stakeholders, agents, representatives and any works created and digitalised from those interactions and participation.

7. Payments

I’m sure you understand how important it is as a small business that you pay the invoices I send you promptly.

7.1. Payment schedule for fixed projects

You must pay the Design Fee according to the following payment schedule:

• Instalment 1: 50% (Due within 14 days of accepting the Quote)
• Instalment 2: 25% on delivery of concept artwork (i.e. the first draft, before revisions are made)
• Instalment 3: 25% on completion of the project
• You must pay invoices within 14 days, however you acknowledge that I may decide not commence work on your design or any part of it prior to Instalment 1 being paid.
• Printing: Paid for in full before being sent to the printer
• Any schedule as otherwise agreed in writing.

7.2 Outstanding Invoices

If any invoice remains outstanding for more than 30 days, Minta Viski may:

a) charge a $100 late fee on that invoice; and
b) refer the invoice to a debt collection agency at your cost.

7.3 GST

All amounts in this Agreement are GST-exclusive unless otherwise indicated.

If goods and services tax under the A New Tax System (Goods and Services Tax) Act 2001 (Cth) (GST) applies to any supply made by a person (supplier) pursuant to this Agreement, GST is payable by the recipient of the supply (recipient) to the supplier at the relevant rate, in addition to the consideration payable under this Agreement, subject to the supplier providing to the recipient a valid tax invoice.

If the supplier is required to give the recipient a refund, the supplier must also refund GST proportional to the refunded amount.

If either party is entitled to a reimbursement, the party claiming the reimbursement is entitled to claim GST on that reimbursement except if that party is entitled to claim input tax credits.

8. But where’s all the horrible small print?

You can’t transfer this Agreement to anyone else without my permission. If for some reason one part of this Agreement becomes invalid or unenforceable, the remaining parts of it remain in place. Any dispute arising from this Agreement will first require written notice from the aggrieved party to the other, and the Parties will use best endeavours and work in good faith to resolve the dispute amicably before resorting to court action. This Agreement is subject to the laws of New South Wales.

9. Client undertakings

The Client understands and agrees that:

> It’s the Client’s responsibility to check all of the information within each document before signing off the final proof.
> Any costs to reprint will be covered by the Client.
> The Client will ask questions if unsure and be honest in my feedback.
> The Client understands the responsibilities in respecting the ownership of each element provided to Minta Viski, including the work that is created as a result of this engagement and Agreement.
> Minta Viski won’t need to chase for payment. The Client will pay on time.
> Although the language is simple, the intentions are serious and this Agreement is a legal document.

If you are happy to proceed with your Quote and the terms of this Agreement, please let me know that you accept them using one of the methods listed within.

Looking forward to working with you.