VIP Design Services Agreement

1. OVERVIEW

Aynsley Campbell Creative Pty Ltd has agreed to provide to the person who accepts this document as client (you) the services specified in any invoice, proposal or quote (Offer). This service agreement is incorporated into and form part of our Offer. 

2. CLIENT RIGHTS AND OBLIGATIONS

1.The Client acknowledges, agrees and accepts that they will:

  • provide all necessary and accurate Client Information, documentation, and data relevant to the project in a timely manner as set out in this Agreement;

  • promptly review and provide feedback on deliverables and will approve or request revisions within the agreed-upon timeframe as set out in this Agreement

  • make timely decisions on design choices, selections, and other relevant matters to prevent delays in the project;

  • ensure payments of Fees will be made on time and as set out in this Agreement;

  • fulfill any obligations related to third-party agreements or services that are integral to the progress of the Services; and respect the Service Provider's intellectual property rights and agree to use the Final Content for the Agreed Purpose as set out in this Agreement.

  • The Client will also furnish the Service Provider with essential password access to designated accounts, exclusively for the purpose of carrying out the agreed-upon services. The Client retains the privilege to modify or withdraw password access at their discretion. The Client acknowledges and agrees that any resultant impact on the Services due to changes in password access will not be attributed to the responsibility of the Service Provider. Prompt notification of changes to password access is the responsibility of the Client.

3. SERVICE PROVIDER OBLIGATIONS

1.Schedule and Key Dates The Service Provider agrees to perform the Services and provide the Services, Deliverables and Final Content to the best of the Service Provider ability and in accordance with the Key Dates as set out in the project timeline.

If Services outside the scope are required, these will be quoted separately at the Service Provider’s Hourly Rate.

2.Use of AI Tools The Service Provider may use AI Tools to assist in delivering the Services. The Service Provider must not submit Client Materials or Confidential Information to any external AI Tool unless the information has been anonymised or aggregated so it can no longer reasonably identify the Client or its customers.

3. Graphic Design Services

  • Where Graphic Design Services are provided, the Service Provider agrees to perform graphic design work in accordance with the terms and conditions set forth in the Proposal. The Service Provider will execute the design projects, incorporating the creative elements and design concepts as outlined in the Proposal.

  • The Service Provider includes up to two (2) rounds of revisions per deliverable within the scope of the Services. Any additional revisions beyond the second round will incur a charge of $250 per hour, invoiced separately.

  • The Service Provider includes up to two (2) rounds of revisions per deliverable within the scope of the Services. Any additional revisions beyond the second round will incur additional fees at the Service Provider hourly rate and will be invoiced separately.

  • Source File Release: Upon completion of the Services and full payment of the Fees, the Service Provider will release the source files associated with branding and brand‑strategy deliverables to the Client, subject to the following conditions:

    • Access and Use: The Client may use and modify the source files solely for its own business operations and within the scope of the project.

    • Restrictions: The Client must not redistribute, resell, or sublicense the source files (or derivatives) without the Service Provider’s written consent.

    • The Service Provider retains full ownership of all preliminary works, raw files, concepts, sketches, and any other materials created in the process of developing the final design, regardless of whether they are included in the final delivered product or not. These preliminary works are considered proprietary and confidential.

5.Website Design Services Where Web Design Services are provided, the Service Provider obligations are as set out below:

  • Strategic Planning: Develop a user-focused and responsive web design that aligns with the client's goals and audience.

  • Visual Aesthetics: Create visually appealing layouts and design elements that reflect the client's brand identity

  • The Service Provider is not responsible for changes requested outside the agreed-upon design scope and if any such changes are agreed, they will incur additional fees at the Service Provider hourly rate and must be paid before work can commence.

6.Website Build Services Where Web Build Services are provided, the Service Provider obligations are as set out below:

  • Website platform/CMS: The Service Provider will build the website design in Squarespace.

  • Functionality Integration: Incorporate desired features, functionalities, and user interactions into the design.

  • Technical Expertise: Utilise appropriate technology and coding standards to ensure seamless website functionality.

  • Web Build services do not include domain registration, hosting setup, or third-party software licensing.

  • The Service Provider is not responsible for changes requested outside the agreed-upon website build scope and if any such changes are agreed, they will incur additional fees at the Service Provider hourly rate and must be paid before work can commence.

  • Where the Client has chosen to use a different provider to build the website on a different platform (i.e. Wix, Wordpress), the Service Provider is not responsible for the technical functionality of the website.

7.Website Support and Technical Assistance

  • The Service Provider will be available for a maximum of 30 days after completion of the deliverables to provide reasonable technical support for addressing errors or deficiencies related to the design. Additional technical support beyond the 30-day period may incur additional fees. These fees will be quoted based on the Service Provider hourly rate.

  • The Service Provider is not responsible for errors or deficiencies resulting from improper use of the website or third-party add-ons.

  • Any requested changes, modifications, or technical support required after the initial support period will be subject to the Client's approval and will incur additional Fees quoted based on the Service Provider Hourly Rate.

8.Outside work

  • The Service Provider may engage the services of a Subcontractor to provide certain services to the Hirer. Examples of Subcontractors include graphic designers, website developers and writers.

  • The Service Provider is responsible for the work performed by the Subcontractor where the subcontractor has been hired by the Servoce Provider. The Service Provider is not responsible for the work or services of third parties not directly hired by the Service Provider.

9. Revisions

  • The Provider includes up to two (2) rounds of revisions per deliverable within the scope of the Services. Any additional revisions beyond the second round will incur a charge of $250 per hour, invoiced separately.

4. FEES AND PAYMENT TERMS

1.Commencement Fee / Deposit A non-refundable project commencement fee is required to reserve a Start Date and Time in accordance with the agree Brandover program and is designed to offset the administrative and operational costs associated with processing and reserving resources for the Service Provider services. If the Client wishes to delay the start date, the Client must provide the Service Provider with a minimum of 14 days’ notice, otherwise a Restart Fee may apply.

2 Payment method and timing All fees will be payable via electronic funds transfer or credit card to the Service Provider’s nominated bank account or other agreed payment method within 7 days of receiving a Tax Invoice on the Payment Dates set out in the Services Agreement.

3.Goods and Services Tax Unless otherwise stated, all amounts, including out-of-pocket expenses, expressed and described on or in connection with this Agreement and/or its Service Details, are listed in Australian Dollars (AUD) and are GST inclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, inclusive amounts. Where the services are provided outside Australia, GST is inapplicable.

4.Late Payment Any amount not paid by the due date constitutes a debt immediately due and payable and, without prejudice to any other right or remedy, accrues interest at the Interest Rate (or, if lower, the maximum rate permitted by Applicable Law), calculated daily from the due date until paid in full.

The Service Provider may suspend the Services and/or cancel any future deliverables or appointments until all overdue amounts (including interest and recovery costs) have been paid in full.

5. Client Rescheduling The Client may request to reschedule a [sessions/appointments] by providing written notice to the Service Provider at least 3 days prior to the scheduled appointment. Notice of rescheduling must be sent via email or text message to the contact information provided by the Service Provider. The Service Provider will use their best efforts to accommodate the Client's rescheduling request based on availability.

6. Service Provider Rescheduling The Service Provider may need to reschedule appointments due to unforeseen circumstances such as a scheduling conflict. In such cases, the Service Provider will notify the Client as soon as possible and work with the Client to find an alternative [sessions/appointments] time.

5. TERMINATION

1.Termination by Service Provider The Service Provider may terminate the Agreement with immediate effect if:

  • the Client fails to pay Fees by the due date;

  • the Client fails, within a reasonable time, to provide Client Information or other materials reasonably requested by the Service Provider;

  • the Client otherwise breaches the Agreement;

  • the Service Provider considers that mutual trust or confidence no longer exists;

  • the Service Provider determines that they are no longer able to perform the Services for any reason.

  • The Service Provider may, at its sole option:

    1. complete all Services for which Fees have been paid; or

    2. refund, on a prorata basis, any Fees paid in advance for Services not yet performed.

2.Termination by Client The Client may terminate this Agreement by written notice to the Service Provider in the event of a material breach by the Service Provider such as a failure to deliver the Services as agreed in the Proposal and has not remedied the same within 7 days of the date of written notice.

Upon termination for the Service Provider's breach, the Service Provider shall promptly refund any Fees paid by the Client for Services not yet provided.

2.Termination by either party (breach or Force Majeure) Either party may terminate the Agreement if the other party:

  • is unable to meet their obligations due to a Force Majeure Event for a period exceeding [30] days;

  • commits a material breach of the Agreement which is not capable of remedy; and/or

  • becomes insolvent, bankrupt or is placed in liquidation or administration.

6. INTELLECTUAL PROPERTY

1.Client provided Intellectual Property The Client represents and warrants that any materials, content, trade marks, imagery, code or other Intellectual Property (“Client IP”) supplied to the Service Provider:

  • are owned by the Client or the Client holds all licences and permissions necessary for the Service Provider to use them in performing the Services; and

  • do not infringe the Intellectual‑Property rights or other rights of any third party.

2.Assignment of Intellectual Property The Service Provider agrees to grant the Client full ownership and exclusive rights to the Final Content created under this Agreement upon receipt of full payment of all Fees owed by the Client.

7. MARKETING AND PROMOTION

1.Recognition The parties agree that the Service Provider will retain the right to reproduce, publish and display their involvement in the Services together with reference to the Client (including Client’s name, business name, logo and any trade marks) in portfolios, on websites, and in and other media (including social media) or exhibits for the sole purpose of recognition of Services provided.

2.Testimonials The Client consents to the use of any testimonials, reviews, or feedback provided to the Service Provider for promotional and marketing purposes. The Client understands that these testimonials may be published on the Service Provider's website, social media platforms, marketing materials, and other promotional channels.

3.Right to Withdraw Consent The Client has the right to withdraw their consent at any time. To do so, the Client must notify the Service Provider in writing, and the Service Provider will promptly cease the use of such materials for promotional purposes

8. CONFIDENTIALITY AND PRIVACY

1.Confidentiality obligations The Service Provider must not disclose any Confidential Information to any third party without the prior consent of the Client.

Each party must keep confidential the terms of this Agreement. If a party becomes aware of a breach of this obligation, that party will immediately notify the other party. This Agreement prohibits the disclosure of Confidential Information by the Service Provider with exception to the following circumstances:

  • the disclosure is to a professional adviser for it to provide advice in relation to matters arising under or in connection with this Agreement and the Client has consented to the disclosure of such information to the professional adviser;

  • the disclosure is required by applicable law or regulation; or

  • if the confidential information is already in the public domain at no fault of the Service Provider.

9. NO PARTNERSHIP OR AGENCY

Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the parties. A party must not act, represent or hold itself out as having authority to act as the agent of or in any way bind or commit the other parties to any obligation.

EXECUTED AS AN AGREEMENT