In these terms and conditions, reference to a plural thing of persona shall by implication refer to the singular and any reference to a singular thing or person shall by implication refer to the plural.
Under these terms and conditions:
‘BOLD.’ means Starry Shen Pty Ltd, ACN 630 434 043 trading as “BOLD.Studio” and its substitutes, successors and permitted assigns.
‘Client’ means person company, corporation or government agency (including the personal representative and permitted assigns or any corporation entitled or required by law to administer the Clients affairs) who signs the BOLD. contract of appointment or other document of engagement accepting these Terms and Conditions.
‘Estimate of Costs/Fees/Works’ means the cost estimates provided to the Client in the Project Proposal in respect of the works to be carried out by BOLD. on the Project.
‘Project’ means the design, products and/or services to be provided by BOLD. to the Client as detailed in the Project Proposal.
‘Project Proposal’ means a document or communication (whether or not titled or headed “project proposal) that details the design, products and/or services to be provided by BOLD. to the Client as well as the agreed fees and charges to be paid by the Client to BOLD. for the work to be carried out by BOLD..
‘GST’ has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
The Client acknowledges that these terms and conditions apply in relation to all services provided by BOLD. to the Client. Prices are subject to change without notice. BOLD. reserves the right to vary these standard terms and conditions and will notify such changes to the Client. The Client’s rights under these terms and conditions are not assignable or transferable. Clause headings are for convenience of reference only and have no effect in limiting or extending the language of the provisions to which they refer.
This agreement shall be governed by and constructed in accordance with the laws of Victoria and the parties submit to the jurisdiction of its courts.
This agreement assumes goodwill from both BOLD. and the Client regarding:
• what can reasonably be achieved in a given time frame; and
• making the best use of resources to achieve the most effective outcomes.
BOLD. shall not be liable for any failure or delay in supply or delivery of products/services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of BOLD. including but not limited to war, natural disasters, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.
Where any clause or part of that clause is void, illegal or unenforceable it may be severed without affecting any other part of this agreement.
Failure by BOLD. to insist upon strict performance of any term, warranty or condition of any agreement shall not be deemed as a waiver thereof or any rights it may have. No express waiver shall be deemed a waiver of any subsequent breach of any term, warranty or condition.
Graphic design, strategy, photography, TVC, illustration and marketing are all highly creative and subjective art forms. As such, BOLD. takes every possible care with professional advice offered and any suggested creative concepts and/or their implementation. However, BOLD. cannot be held responsible for perceived variations between expectation and the actual outcome.
BOLD. will provide the professional services required by the Client as described in the Project Proposal.
BOLD. may be required to perform consulting work for the Client which is in addition to and separate from the work and products comprised in the estimate of works for the project. The Client agrees to pay BOLD. for such additional services at the hour rate of $100 plus GST. Unless otherwise agreed between the parties, these terms and conditions apply to the consulting work.
Unless indicated in the Project Proposal, any communication planning process has not been included in the scope of works or estimate provided and is the responsibility of the Client.
Unless indicated in the Project Proposal, any branding planning process has not been included in the scope of works or estimate provided and is the responsibility of the Client.
Unless indicated in the Project Proposal, any digital strategy process has not been included in the scope of works or estimate provided and is the responsibility of the Client.
This agreement commences upon the execution by the Client of a Project Proposal containing the details of the scope of works and fees for the services to be provided by BOLD. The parties agree that these terms and conditions are incorporated in, and form part of, the Project Proposal and together, they comprise of the whole of the agreement between BOLD. and the Client.
BOLD.’s payment terms are strictly within 5 days from the date of issuance of an invoice.
The Client agrees to pay a 50% deposit of the quoted total amount to commence any design project, with the balance payable prior to delivery. Once research, resources allocation or design work has commenced on a project, the 50% deposit is non-refundable. In the case of a change of mind by the Client, the deposit is forfeited and non-refundable. BOLD. endeavours to provide design services that meet and exceed a Client’s needs and expectations, but in the event of a “change of mind” (after a project has commenced) by the Client, the initial 50% deposit is forfeited, plus additional payment based on the time spent on the Project, if the deposit is not sufficient to cover the work performed by BOLD. at the time of termination.
If the project timeline exceeds 4 calendar weeks in duration, the Client agrees to a monthly progress payment of 50% of the balance remaining unpaid until the conclusion of the project, with any outstanding amount payable in full prior to the delivery of the end product.
All printing costs must be paid or reimbursed to BOLD. in full prior to the release of the files to the printer.
Accounts which are not paid COD will incur a late administration fee of $20 + GST. Accounts which remain outstanding for 14 days after the date of invoice will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding. If you are having difficulty paying your invoice, please get in touch as soon as you are aware of the issue, so we can discuss a solution that works for your company.
BOLD. issues staged invoices for all work undertaken for any given project. BOLD. reserves the right to issue these invoices at stages determined by BOLD. regardless of the amount of work undertaken or creative development presented, unless otherwise negotiated with the Client.
Interest will be applied on any overdue amounts at 2% more than the rate from time to time fixed by the Penalty Interest Rates Act 1983 (Vic.) calculated daily from the due date. Interest continues until the overdue money and any interest is paid and is capitalised monthly. Work will not commence until the required upfront payment has been made and BOLD. may suspend all work until its outstanding invoices are paid in full.
Any discount, reduced rate or concession outlined in the Project Proposal will be deemed null and void if any Payment is not received by BOLD. within the terms outlined in clause 4.1 above.
All amounts quoted are exclusive of GST unless indicated otherwise.
After the Client has approved the scope of works for the project in the Project Proposal, any changes to the project may involve additional fees and expenses charged by BOLD. . Should the Client desire to change the scope, design or any other aspect of the project after approval of the estimate of works, then such variation shall be noted in a memorandum and signed by each of the parties. This memorandum shall describe the requested variation and indicate the additional fee to be paid by the Client to BOLD. Design and the timeframe for the project delivery will also be affected by the variation.
All change requests by the Client must be made in writing. If work needs to be re-done because of an incorrect or inaccurate brief supplied by the Client, or the brief changes in any way, BOLD. has the right to charge for the changes at its current hourly rate.
A “change” is defined as any work involving an addition or variation to the list of items outlined in the scope of services set out in the Project Proposal, or a change to any item of finished artwork after it has been signed off by an authorised representative of the Client. From time to time, the Client may have additional design requirements during the course of a project, or request for extra files upon completion of a project. The Client will be informed if the additional changes or request fall outside the scope of the original fee quote. If the Client wishes for these alterations to be made, then they must do so in writing, and a fee of $100 (plus GST) per hour will be payable in respect of the additional work provided at the Client’s request.
Should additional design not initially quoted for be requested during the design process, a progress payment will be payable prior to further work being carried out. Otherwise, all additional costs will be added to the final invoice, payable prior to delivery of design files.
Publication and/or release of work performed on behalf of the Client by BOLD. must not take place before cleared funds have been received by BOLD..
Any booking fees, delivery fees, design commencement fees or progress payments are non-refundable once work has commenced if the contract is terminated by the Client, after work has commenced by BOLD..
A minimum rate will be charged for all work under one hour in duration. This will be $100.00 plus GST.
All work required to be completed outside the business hours of 8.30 am through 6.30 pm, Monday to Friday, will be charged at an hourly rate of $100.00 per hour plus GST (per staff member).
The Client will be liable for any out of pocket expenses which BOLD. incurs in connection with the project. Out of pocket expenses will be charged at the relevant rate prescribed in the Project Proposal or if not prescribed, charged ‘at cost’ to the Client. Such expenses may include but not limited to the following: all expenses associated with the production of materials and presentations necessary from the implementation of the project, including photocopies, telephone calls, facsimile transmissions, courier fees, slides and transparencies, foam core board, spray adhesives and presentation paper. Any travel, accommodation and related expenses, such as taxis or parking fees, incurred by BOLD. in completing the project. The Client will be invoiced for out of pocket expenses at the completion of the project, if less than a month in duration, or otherwise on a regular basis for the duration of the project.
Should BOLD. be required to make a purchase on behalf of the Client from a third party supplier (including but not limited to plant, equipment, materials, images, soundtracks, fonts, video and domain and hosting websites, then the Client will be charged a management fee for the procurement of such supplies, in addition to the purchasing costs. Where BOLD. incurs such purchasing costs on behalf of the Client, it does so as agent of the Client. BOLD. will not be liable as principal for those costs nor will BOLD. be responsible for issues encountered with the products supplied by such third parties.
All meetings, when required, are to occur at BOLD.’s premises. All meetings required to complete the project that occur outside the initial scope of work understood between BOLD. and the Client will be billed at the hourly rate of $100 plus GST.
Interstate and local transportation of material, including but not limited to, print based materials, installations, disks, signage or documents will be charged in addition to the estimate of works provided. Where transportation in necessary, BOLD. will first seek written or verbal approval of the Client prior to dispatch. The Client will be invoiced for transportation expenses at the completion of the project, if less than a month in duration, or otherwise on a monthly basis for the duration of the project.
For the avoidance of doubt, any hourly rate stated in these terms and conditions, or in the Project Proposal, are on the basis of work carried out by one staff personnel, per hour.
All content/materials provided to BOLD. by the Client for the creation or design of the Project will be and remain the sole responsibility of the Client. This includes all factual content for the Project including but not limited to graphs, figures, time, values, dates, currencies, names, contact details, performance names, venue details, ages, titles, durations.
Should additional content/materials be required to complete the Project then from time to time BOLD. may be required to generate/create/construct such content with the consultation of the Client. This work will be billed in addition to the estimated fees.
Once this content has been generated/created/constructed then it shall be made the sole responsibility of the Client to ensure that it does not breach any existing copyright or ownership laws. These activities as required from time to time may include writing original or editing existing documents, tenders, proposals, copy writing, communication materials, writing and creating templates for business correspondence.
If the project requires the Client to provide or prepare information, documentation, images or otherwise, the Client accepts that delays in delivery from the Client to BOLD. may result in the project taking longer than estimated. BOLD. will aim to meet the Client’s deadline at all times, however, if a deadline is pushed forward by the Client, this may incur additional charges to complete on time, depending on BOLD.’s current work load.
The supply of content and images or media files is the responsibility of the Client.
Author’s corrections are corrections or changes to information provided to BOLD. by the Client as outlined in clause 6.1 and do not include structural changes to design elements of a project. Author’s corrections include but are not limited to changes to spelling, sentence structure, grammar, line length, technical description, numerical changes. Structural changes include but are not limited to changes to typography hierarchy and/or structure, colour usage, alterations to logos supplied, arrangement or rearrangement of information, changes to menu structures, deletion or addition of major parts of information, changes to document pages or structure, image changes or additions. All author’s corrections or structural changes will be billed additional to all estimated fees provided by BOLD. at the commencement of the project. These will be billed monthly or at the completion of the project, whichever comes first.
Any hi resolution scanning required to complete the project will be billed in addition to the estimated fees provided by BOLD. unless otherwise outlined in the Project Proposal.
Any image making/photography required to complete the project will be billed in addition to the estimated fees provided by BOLD. unless otherwise outlined in the Project Proposal.
Any image retouching required to complete the project will be billed in addition to the estimated fees provided by BOLD. unless otherwise outlined in the Project Proposal.
Where possible all proofing and post concept presentation will be undertaken in PDF (Adobe Acrobat) format.
The Client is responsible for proofing all artwork and contents provided by BOLD. thoroughly. BOLD.accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production.
Any changes made to a project after the Client has approved any final work, whether verbally or in writing, will be billed to the Client.
While BOLD. takes all care to avoid errors, BOLD. accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production. It is the Client’s responsibility to proof read and approve all final copy before the production of artwork. The email verification of the Client’s representative shall be conclusive evidence as to the approval of all artwork prior to their release for printing, implementation or installation. No refunds or reprints are given after a final approved design has gone to print due to an oversights in the Client’s proof reading.
As standard project proofing, BOLD. uses digital proofing for all images created or used to complete the project unless otherwise requested.
We advise all Clients to obtain a printed proof from their printer before print production is carried out.
Should BOLD. be required to manage production/printing on behalf of the Client, then the Client will be charged a management fee for these costs. Please refer to the fee schedule provided in the Project Proposal for clarification of these fees (if not specified in the Project Proposal, please request for this from BOLD.). Production/Printing costs will be billed directly to the Client by BOLD.’s suppliers. Each supplier will have their own unique terms and conditions to which the Client will be bound. Where BOLD. incurs production and/or printing costs on behalf of the Client, it does so as agent of the Client. BOLD. will not be liable as principal for those costs.
It is agreed that BOLD. is not responsible nor will it be held liable for any errors contained in the final product after the final product has been approved by the Client (approval may be given in writing or orally), committed to print or posted in view of the public. BOLD. will not be held responsible for any changes or amendment made after the Client has given its approval. It is the sole responsibility of the Client to notify BOLD. of any such errors during the revision cycle and before the final files have been generated.
In the event of a need to reprint due to errors in content, the client must inform BOLD. within 3 days of product acceptance, and must return the product (at the cost of the client) within 10 days of acceptance for assessment.
As with all print projects, payment for re-printed project MUST be prepaid.
With all printing there may be some colour variations from what is seen on screen to what the final product looks like and previous orders. This is due to the nature of CMYK printing and bulk-run printing system. There will be no reprints at the expense of BOLD..
All clients accept that after a product has been delivered, by requesting any type of support either through phone or email, they are liable to charges at our current hourly rate whereby a minimum charge of 1 hour will be applicable to cover administration costs.
Support includes, but is not limited to, updates, rectifications, changes, phone support, email requests, consultations and meetings.
If training is required by the Client for use of the products or materials provided by BOLD., this will be invoiced at our current hourly rate.
Our services are provided without warranty of any kind, either expressly or implied. We do not offer refunds.
BOLD. will endeavour to protect from damage or data loss any material prepared in connection with the project by creating backups on tape drive and archiving to DVD/CD. Incremental backups will be made to tape drive on a daily basis the cost of which will be charged to the client at the relevant rate specified in the Project Proposal (if not specified, please request for this from BOLD.). Archiving to CD will be carried out at the completion of each component of the project and retrieval of this information will be charged as per the relevant rate specified in the Project Proposal (if not specified, please request for this from BOLD.).
If any Client request for artwork on CD/DVD, an administration fee of approximately $50 plus courier/ postage expenses will be payable.
If a client loses or accidentally deletes the files delivered by BOLD. at the completion of the project, BOLD. can reupload the file to Google Drive or Dropbox, for a fee of $50 per request (plus GST), provided that the request from the Client is made within 2 years from the date of completion of the project.
The client must inform BOLD. in writing before the project commences if any material or information provided by the client is confidential. Personal information and private company information will be covered by the Australia Privacy Act.
Property and copyright in all information and documents prepared for the purposes of this project shall vest in BOLD.
Nothing in this document shall affect the pre-existing copyright or other property rights BOLD. may have in any document to which it may have recourse for the purposes of this project. BOLD. Warrants that any intellectual property embodied in or used by BOLD. in connection with a project is the sole property of BOLD. or is legally entitled to use such intellectual property for the provision of the services.
BOLD. Studio retains full ownership of design concepts and materials it produces. Once a final concept is delivered to the Client and full payment is received from the Client, complete ownership rights to the final concept transfer to the client. Unused concepts remain the property of BOLD. BOLD. may still use paid-for concepts in its promotional materials and in its design portfolio. BOLD. retains the right to display a small byline claiming design credit on works it produces, except for corporate stationery.
The granting of copyright does not extend to the use of design proposals and concepts submitted to but not approved for the work outlined. Until final payment BOLD. retains ownership of all artwork and website architecture. BOLD. reserve the rights to certain elements used to create the Client’s projects including RAW files, fonts, patterns, stock images, textures, colour palettes and other non-exclusive items.
BOLD. reserve the right to use stock images in the creation of designs if required. Costs of this will be outlined to the Client prior to purchase if not included in the Project Proposal.
BOLD. retain the right to display designs created by it in its portfolio, and for the purpose of marketing or advertising its services on or offline.
All work supplied by BOLD. is believed to constitute original work, and is prepared in good faith that it does not infringe the rights of any other party. BOLD. cannot provide an absolute guarantee that any specific works do not infringe upon existing third-party rights, inadvertently, by coincidence or otherwise.
BOLD. is unable to guarantee that any work supplied to the Client is suitable for any particular purpose and would strongly recommend that the Client conduct relevant research prior to the approval of any prepared work.
All preliminary work and materials produced by BOLD. for the purposes of developing any work remain the sole property of BOLD. (excluding and incorporated materials supplied by the Client). Any unauthorised usage of materials produced by BOLD. will be actively pursued through legal channels.
By approving any final work whether verbally or in writing, the Client assumes the responsibility for the subsequent usage of the chosen work. BOLD. retains the right to re-use any original material that does not form part of any final approved work.
BOLD. cannot take responsibility for any copyright or privacy infringements caused by materials submitted by the client and may refuse use of any such material unless proof of permission is provided.
Other than for the promotional use of BOLD. , all services provided shall be for the exclusive use of the client’s said purposes only. Designs may not be used for other promotional items, website or printed materials without permission. Upon payment of all invoices, reproduction rights for all approved final designs created by BOLD. shall be used for the purposes as outlined in the Project Proposal. For additional usage, price will be assessed as needed.
BOLD. reserves the right to use all artwork produced, concepts produced in the course of the project (including those concepts not selected) and revisions for the purposes of promoting BOLD. Studio in print or digital media portfolios, social media and blogs.
Any design, copyrighting, drawing, illustration, concept or code created for the client by BOLD., is licensed to the client on a one-time only basis and may not be modified, re-used or re-distributed in any way or form without the express written consent of BOLD.. In the event of multiple proposed designs being submitted to you the client for selection, the one design selected is deemed by BOLD. as fulfilling the contract. All other designs remain the property of BOLD., unless agreed in writing that this agreement has been changed.
It is agreed that all work and materials provided for the Client by BOLD. will be free and clear of all liens and encumbrances and may be lawfully used by the Client without infringing upon the rights of others including, and without limiting the generality of the foregoing, any copyright trade secret patent or trade mark rights of any third party.
Under no circumstances shall BOLD. be liable to the Client for an indirect or consequential loss suffered by the Client relying on the information included in the supplies prepared by BOLD. including (without limitation) loss of profit, loss of contracts or pure economic loss. Any liability is strictly limited to the direct losses associated with remedial costs of the supplies only, not to include claims for delays, out of sequence working, non productive overtime, award of costs, etc. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.
Despite anything to the contrary contained in these terms and conditions, BOLD. expressly reserves the right or licence to use any of the material produced pursuant to the project for the purpose of promoting BOLD.’s business and services.
The Client also agrees to allow BOLD. to showcase any/all work created in the course of a project as part of BOLD. portfolio. BOLD. acknowledges the confidential nature of projects and agrees to only display project work once product/site has been publicly launched/commences.
BOLD. will treat any default by the client in payment of any monies due to BOLD. as a breach of these terms and conditions. BOLD. will thereupon cease work on the project until the due payment or payments are made by the client.
Accounts which are not paid within 5 days will incur a late administration fee of $20 + GST.
The Client shall be in default if an account remains unpaid for 30 days from the date of invoice or if the Client has stated expressly that they do not intend to pay an invoice issued by BOLD.. BOLD. shall at its sole discretion suspend any and all services provided to the client by BOLD. or it’s subsidiaries (including but not limited to hosting, websites designed files, concepts, artwork, and email) and employ debt collection measures until the total outstanding balance has been fully paid. This includes any and all unpaid accounts due for services rendered, including, but not limited to design, hosting, domain registration, search engine submission, maintenance, sub-contractors, printers, photographers and libraries plus penalty interest calculated daily for each day payment is overdue.
Suspension of such services does not relieve the client of its obligation to pay the due amount. Files on external servers, such as hosted e-commerce solutions will be removed and held until payment is made or for 30 days until the Client has paid BOLD.’s invoices in full.
The Client whose account is in default agrees to pay BOLD. reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
BOLD. retains all copyright for work performed until full project costs have been paid. BOLD. reserves the right to reuse or resell work undertaken in the case of payment default.
BOLD. accepts no liability or responsibility for loss of income or damage to the client for work removed from third party servers, as a result of non-payment and the Client will not take legal action for any situation arising from invoice disputes or removal of the disputed work in such cases.
The Client acknowledges that factors that may affect scheduled delivery dates include: • Awaiting Client feedback and instructions, or materials and items required from the Client which the project is dependent upon to progress to the next stage; • Resourcing issues within the BOLD. team. Staff resignations, project emergencies, staff illness, etc. • Unforeseen technical challenges during the course of the project; • Variations to the scope of works or design brief.
BOLD. will use its best efforts to meet the scheduled dates, if any, for the completion of all work relating to the project, but shall not be responsible for any delay in connection with the services or goods supplied by third parties, or any other factor beyond the control of BOLD.
In the event that the Client terminates an agreement before the completion of the project, for whatever reason, the Client undertakes to pay BOLD. in accordance with Clause 14.4. BOLD.’s acceptance of such payment shall not prejudice any right to damages it may have in respect of the Client’s unilateral termination of the agreement.
From time to time circumstances beyond the control of either party may result in the need for project cancellation.
In the event of the Client cancelling a project after a project has commenced, any advance payment (deposit) will be forfeited by BOLD., plus a cancelation fee. This is to cover design and administration time spent, resources purchased and allocated, research time and administration costs.
If the project is more than 50% completed (as reasonably determined by BOLD. ) a prorata payment is payable by the Client for time spent and/or work performed up to and including the date of the cancellation notice, at an hourly rate of $100 per hour plus GST.
If a project is cancelled by BOLD., due to unforeseen circumstances, the deposit (less any payment for work already performed) will be refunded in full to the client in a timely manner.
In the event of cancellation of the project by the client, ownership of all copyrights and the original artwork and disks shall be returned and retained by the BOLD..
BOLD. may appoint subcontractors, where appropriate, to undertake some of the work for the project. All sub-contractors engaged by BOLD. on behalf of the Client will be charged at cost plus a management fee of 10% payable to BOLD. and any additional expenses incurred as a result of providing this service.
BOLD. are to be the only provider of strategic and creative services for this project. This will ensure integrity of work throughout the project and a coherent approach to all aspects of branding and positioning.
The Client agrees to allow BOLD. to place a small credit on printed material exhibition displays, advertisements and/or a BOLD. Studio graphic on the Client’s website. This will be in the form of a small logo or line of text placed towards the bottom of the page.
The Client also agrees to allow BOLD. to place websites and other designs, along with a link to the Client’s site on BOLD. ’s own website for marketing and promotional purposes.
When a web project has been delivered and approved, the Client will have a 30 day grace period where BOLD. will address any reported system errors or bugs free of charge. After this grace period any required maintenance will be billed at our hourly rate whereby a minimum charge of 1 hour will be applicable to cover administration costs.
Once web design is complete, BOLD. will provide the customer with the opportunity to review the resulting work. BOLD. will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to BOLD. by e-mail. BOLD. will consider that the Client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period. An hourly fee after this time for tweak and amendments is payable at $100 per hour plus GST.
We recommend that all websites are serviced regularly and maintained. BOLD. can provide a maintenance service if required. This is billed at our standard hourly rate or an agreed monthly/annual contract.