Last Updated: 15th October 2024
As a prospective or current client of Stoke Design Co Pty Ltd (“Stoke Design Co”), your engagement with and use of Stoke Design Co’s services constitutes your acceptance of the following terms and conditions.
Acceptance of these terms is confirmed by any of the following actions: execution of a contract, commencement or conclusion of any provided business services, or any utilisation of Stoke Design Co’s services. This acceptance may be indicated through a signed quote, verbal agreement, written consent to proceed, or affirmative action to proceed in the absence of a quote.
OVERVIEW
1.1 These terms and conditions shall oversee the provision of services delivered by Stoke Design Co Pty Ltd T/A Stoke Design Co.
1.2 Please peruse these terms and conditions attentively. If you do not accept these terms and conditions without modification, you may not use Stoke Design Co’s services. Stoke Design Co may revise these terms and conditions at any time by updating this posting. If the terms and conditions are revised, the original terms accepted by the client for a project will remain valid.
PROPERTY RIGHTS AND OTHER CONSENTS
2.1 The client is solely responsible for obtaining any and all necessary intellectual rights clearances and/or other consents and authorisations.
LIMITATION OF LIABILITY AND WARRANTY
To the fullest extent permissible by law, Stoke Design Co is not liable (whether in contract or tort) for:
3.1 faults or defects in any services or goods provided by third parties in connection with this agreement; or
3.2 any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Stoke Design Co knew of the possibility of such loss and whether or not such loss was foreseeable.
3.3 To the fullest extent permissible by law, in no event will Stoke Design Co’s liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this agreement exceed the amounts actually paid by the Client to Stoke Design Co for the Service;
3.4 Stoke Design Co makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement.
3.5 To the fullest extent permitted by law, the liability of Stoke Design Co for a breach of a non-excludable condition is limited to: in the case of the provision of services:
in relation to goods:
3.6 Stoke Design Co’s total aggregate liability for all claims relating to the agreement is limited to the price for the Services payable under this agreement.
3.7 Either party’s liability for any claim relating to the agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
INDEMNITY
4.1 You indemnify, defend and hold harmless Stoke Design Co in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:
4.2 You indemnify, and agree to keep Stoke Design Co, its directors, officers and employees indemnified, against all Loss arising from actions taken performing Services.
SEVERABILITY
5.1 If any clause of these terms and conditions is held to be invalid or unenforceable in whole or in part, the invalid or unenforceable shall be deemed to be omitted.
ASSIGNMENT
6.1 The benefit of this agreement may be assigned by Stoke Design Co, but not by the client. Stoke Design Co may give notice to the client in writing, and the client’s failure to respond will be deemed acceptance. The client may transfer this agreement provided that the client gives Stoke Design Co notice in the form Stoke Design Co requires (setting out the details of the assignee) including payment of any transfer fee specified by Stoke Design Co. No other transfer by the client is permitted.
ENTIRE AGREEMENT
7.1 These terms and conditions constitute the entire agreement and supersede all prior agreements, understandings, representations whether oral or written. No oral explanation or information given by any party shall alter the interpretation of these terms and conditions. Except as provided above, no variation be made to the contract unless it is in writing and signed by representatives of the client.
ENTIRE AGREEMENT, GOVERNING LAW
8.1 This agreement shall be governed by the laws in force in the State of Victoria. Both parties hereby submit to the exclusivity of the Courts of that State.
PRICING AND PROCEDURES
9.1 Prices are valid for 30 days from the date of the estimate or proposal. If the quote is not accepted within 30 days of acceptance, Stoke Design Co reserves the right to renegotiate the price if necessary and a new quote will be issued.
9.2 In some instances, Stoke Design Co may require that the client pay up to a 50% deposit at the start of the project or full payment on completion or delivery of artwork or printed materials. In other cases, payment is due in 14 days from the date of invoice unless otherwise agreed on between the client and Stoke Design Co. All new Clients of Stoke Design Co Pty Ltd will be asked to pay a 50% deposit before commencing.
9.3 All pricing supplied in estimates and advertised in the Stoke Design Co catalogue or promotional material excludes GST.
9.4 If Stoke Design Co feels that any item requested by the client does not fit within the initial brief, the client may be charged additional fees. The item will either be quoted separately or charged as an extra, at full hourly rates and discussed with the client before proceeding.
9.5 The placement of an order for design and/or any other services offered by Stoke Design Co and validated by either the client’s signoff on the estimate or quotation form, or Client email or Client verbal acceptance (in the case of work with urgent timelines) constitute acceptance of the estimate or quotation and agreement to fully comply with all the Terms and Conditions.
9.6 The placement of an order for any service where a quote is not requested still agrees to fully comply with all the Terms and Conditions.
9.7 In the event that any material necessary for the production of the project needs to be shipped to a third party (for example, for additional processing, typesetting, photographic work, colour separation, press work, or binding), Stoke Design Co will incur no liability for losses incurred in transit or due to the delay of a third party.
9.8 Stoke Design Co shall not incur a liability or penalty for delays in the completion of the work due to action or negligence of the client, unusual transportation delays, public health measures, unforeseen illness or external forces beyond the control of Stoke Design Co. If such event(s) occur, it shall entitle Stoke Design Co to extend the completion\delivery date by the time equivalent to the period of such delay. Stoke Design Co may from time to time and without notice or liability to you suspend any of the services if the reason for doing so is an event beyond the reasonable control of Stoke Design Co.
9.9 Stoke Design Co reserves the right to suspend services in any case where the client fails to perform its obligations under this agreement.
9.10 All advertising of pricing is subject to change at any time without notice.
9.11 Additional charges may be added to an estimate for costs incurred for services or items required to complete a job for the client. These may include edits, courier fees, proofing/printouts, artwork retrieval and the purchase of imagery and materials, or services supplied by third parties.
9.12 All prices quoted are, in the absence of specific written agreement to the contrary, estimates only. Stoke Design Co estimates for design or related work are based upon projected working hours at the current studio rate, plus materials and are subject to amendments on or after acceptance to meet any rise or fall in such rates or material costs. Any increased charges of costs arising from alterations or additions to the contractual specifications or to work previously approved, required to complete the job, such as edits, courier fees, proofing/printouts, artwork retrieval and the purchase of imagery and materials, or services supplied by third parties may be charged to the client.
PAYMENTS & CHARGES
10.1 Stoke Design Co will provide a tax invoice for all projects completed or in progress for immediate payment as specified on the tax invoice. All invoices incur a due date of 14 days. Stoke Design Co does not offer lines of credit.
10.2 Payment for services and products is accepted via electronic funds transfer (EFT) or credit card. Accepted credit cards are Visa and MasterCard. If payment is made via credit card an additional 1.75% charge will be added to be paid by the client. Payments cannot be processed in person or over the phone.
10.3 For new Stoke Design Co clients, a deposit of up to 50% will be required before work can commence, with the remaining amount payable on completion. This will only be applicable for the first job only.
10.4 When a project extends 30 days past the commencement date or when specific project milestones are reached, Stoke Design Co reserves the right to issue the client with a “progress payment” invoice. In most cases this “progress payment” may include the time used to date.
10.5 When a design is completed and requires print or manufacture to complete the project, an invoice is issued at the time it is sent to print/production. Delivery of the product will arrive prior to the 14 days allowed for payment.
10.6 Websites – Due to the segmented stages of website design and development, websites require a deposit of 50% followed by progress payments of 2 x 25% intervals or invoicing when specific milestones are reached throughout the project.
10.7 Payment must be made within the time frame indicated on the invoice. Should the payment not be received by the due date, Stoke Design Co will impose late fees. These fees are applied 28 days after the due date and will continue to be charged at 28-day intervals until the full payment is settled. For accounts with an outstanding balance less than $1,000, a flat fee of $20 is charged. Accounts with a balance exceeding $1,000 will incur a fee calculated at an annual interest rate of 7.5%. This rate is annualized and then divided into monthly charges that are applied to the outstanding balance every 28 days past the original payment deadline.
10.8 For retainer contracts, an invoice will be supplied at the end of every month, which will require payment within 14 days. If for some reason the client wishes to conclude the retainer agreement early they will be liable for the full amount of the remainder of the retainer contract.
10.9 If a project is required with under 24-hours notice, a rush fee will be applied to the job to compensate for the disruption this may cause to our workload. The client will be notified if a rush fee will be applied prior to the commencement of the project. Rush fees include a $70 + GST plus a 25% loading of overall job value on top of the quoted amount.
ARTWORK SPECIFICATIONS
11.1 When accepting artwork proofs, the client is held fully responsible for accepting all content. This includes design, spelling, grammar and quality. It is the client’s responsibility to request another copy if the proof is difficult to read or if changes are required. The client’s final accepted proof is what will be printed. There will be no reprints at Stoke Design Co’s expense.
11.2 Clients who send in their own artwork are fully responsible for the end result. Clients are reminded to submit print-ready artwork with the correct specifications. We will print whatever you submit, but take no responsibility for artwork mistakes or product quality. There will be no reprints at Stoke Design Co’s expense.
11.3 Clients are reminded that when their artwork is trimmed, the bleed cut can vary in position up to 2-3 mm hence a 5mm internal margin from the bleed line is required.
11.4 It is the client’s responsibility to ensure that any design that is submitted does not violate Australian law. Stoke Design Co will assume the artwork or content the client submits is legally the client’s property and the client indemnifies Stoke Design Co accordingly.
11.5 If errors are noticed and if changes are required to your artwork, Stoke Design Co will contact you to avoid possible printing problems occurring. An artwork fee will be charged for any changes required. There will be no reprints at Stoke Design Co’s expense.
11.6 Laser proofs, digital proofs and screen proofs are not 100% accurate and variation may occur due to printing method, type of proof and the medium that the artwork is printed on. Stoke Design Co attempts to minimise variations as best as possible and cannot be held responsible for any deviation from the client’s expectations as long as it is fit for the purpose. To ensure accuracy, Clients may request a press check which will be added as an expense on the project’s invoice.
11.7 Should there be a change of direction or new concept that differs from the initial brief, additional fees will be payable according to time/materials involved. Stoke Design Co will notify you of this and the additional quote/s will be provided.
11.8 Your artwork, photographs, images, websites and data will not be archived or stored unless specifically agreed in writing by Stoke Design Co prior to the work commencing. Stoke Design Co holds no responsibility for archiving artwork, photographs, images, websites and data and has no obligation to replace or provide any of these items after they have been completed and supplied for their single specific purpose as outlined in the approved estimate agreement.
CREDIT
12.1 The client agrees to allow Stoke Design Co to place a small credit on the Client’s website upon completion. This will be in the form of a small logo or line of text placed towards the bottom of the page. This will link to Stoke Design Co’s own website.
12.2 The client also agrees to allow Stoke Design Co to showcase the client’s work, along with a link to the client’s site on Stoke Design Co’s own website, case studies, social media accounts and other marketing collateral for promotional purposes unless specified otherwise in an agreement with the client.
SUBCONTRACTORS & 3RD PARTIES
13.1 Stoke Design Co Pty Ltd reserves the right to engage subcontractors for the purpose of fulfilling its obligations under this agreement. The engagement of subcontractors may be undertaken at the Stoke Design Co Pty Ltd’s sole discretion and without the need for prior consent from the client, provided that such engagement is in alignment with the goals, standards, and timelines set forth in this Agreement.
13.2 Stoke Design Co Pty Ltd shall remain responsible for the performance, management, and oversight of any subcontractors engaged and shall ensure that all subcontractors comply with the terms and conditions of this Agreement, including but not limited to quality standards, confidentiality obligations, and applicable laws and regulations.
13.3 The client acknowledges and agrees that the use of subcontractors may be necessary to ensure the timely and efficient delivery of the project and hereby consents to such use, subject to the Contractor’s continued compliance with the terms of this Agreement.
INTELLECTUAL PROPERTY AND SUPPLY OF RAW / EDITABLE FILES
14.1 All Intellectual Property Rights in the Service Intellectual Property vest in, or will upon their creation vest in, Stoke Design Co Pty Ltd until full payment of any invoices is made. Upon receipt of full payment, ownership of the final signed-off designs and the associated Intellectual Property Rights will transfer to you. Any concepts or design variations not progressed or signed off remain the exclusive property of Stoke Design Co Pty Ltd.
14.2 The supply of raw / editable files is at the discretion of Stoke Design Co. Additional Costs will apply, and may be based upon a percentage of the original Pricing Structure, or a retrieval and release fee.
14.3 Stock images and commercial fonts remain the property of Stoke Design Co, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferrable.
14.4 All ad text, ad targeting, ad creative and all ad accounts remain Stoke Design Co’s;
14.5 Stoke Design Co do not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but Stoke Design Co will advise you if Stoke Design Co become aware of any infringement.
TRADE MARKS
15.1 Any design work created by Stoke Design Co over which the client obtains ownership will not automatically be protected by a trademark. This includes items such as Logos, Words, Names, Images, Branding, an aspect of shape, colour, sound or scent – or any combination of these.
15.2 It is the responsibility of the client and/or owner to investigate the availability or possibility of registering the work as a trademark and also to undertake the process of registration.
SCHEDULING, PRODUCTION AND SERVICE MANAGEMENT
16.1 If Stoke Design Co consider it to be necessary, Stoke Design Co will develop a production schedule for the Services. Stoke Design Co will use reasonable commercial endeavours to carry out the Services in accordance with that schedule.
16.2 If you delay in providing the approval, implementation, Client Content or feedback Stoke Design Co require, then this may result in:
HOURS OF SERVICE
17.1 All Services will be carried out between 9:00 am and 5:00 pm (local office time), Monday to Friday excluding public holidays and the Christmas / New Year closure periods.
SOLICITATION OF EMPLOYEES
18.1 Throughout the duration of any project and for a period of 24 months thereafter, the client shall not solicit or endeavour to entice away an employee, agent or any sub-contractors of Stoke Design Co with an offer of employment (salary or freelance) unless Stoke Design Co has expressed permission in writing for that offer to take place.
For any questions or concerns, please contact the studio on 03 5312 7136 or email [email protected]
Acknowledgement of Country
Stoke Design Co acknowledges the Traditional Custodians of the land we live and work on and recognises their continuing connection to the land and waterways. We pay our respects to their Elders past, present and emerging.
