Terms of the Contract
At Ponderlust, everyone who works with us works for themselves. As such the relationship between the client and creative will be that of “independent contractor”, which means that we are not the client’s employee, worker, agent or partner. Our time will therefore be limited to the project at hand, including any consultation time warranted by the project—which will be outlined in the initial proposal or invoice.
Commencement of Work
Upon Signing the contract you agree:
• You have read and agree to our terms and conditions
• You are authorised to commission the project
• You agree to our fees
As our client, you agree:
• To provide the “contractor” with everything required to complete the project, in accordance to the work schedule
• To review our work, provide feedback and sign-off within agreed timescales (brief, delivery, revision, delivery). Further revisions will be charged at an hourly rate ($110).
• To stick to the payment schedule
As the independent contractor, we agree:
• To have the experience and ability to perform the services you require
• To carry this service out in a professional manner
• To respect the confidentiality of any information you have provided Ponderlust
Rights and Ownership
Rights: All services provided by the independent contractor shall be for the exclusive use of the client other than for Ponderlust’s promotional use. Upon payment of all fees, the following reproduction rights for all approved final designs and written copy created by Ponderlust for this project shall be granted:
• Client to gain full transferable rights to brand identity, and design elements delivered for project
• Client to gain full license to reproduce works through commercial printers
Ownership: The client shall be entitled to full ownership of all final work created during the project upon full payment of the agreed fee.
Third Party Contracts: Ponderlust may contract with other creative professionals to provide services such as web development, photography and illustration. Any third party terms and conditions will include full reproduction rights for the client. Where such contracting adds to the project cost, the client will first be asked for permission to proceed. No project will commence on the assumption that third parties might be required for project completion. Such details will be finalised prior to project commencement, unless requested by the client at a later date.
Contractors can be reached by email and Skype during normal business hours from Monday to Friday between 9am and 5pm AWST. Contractors are not expected to provide 24 hour support, please allow up to two business days for a response to any query. Any communication outside these hours is up to our Project Manager’s discretion.
Timescale and Deadlines
We will make every effort to ensure your project is delivered on time. In the unlikely event the agreed deadline is delayed, we will let you know as soon as possible. We will not be held liable for any loss or damages to any party as a result of missing a deadline.
Intellectual Property Rights
All ideas, copy, designs, concepts, artwork, compositions, symbols, logos, or other trade indica prepared or developed by Ponderlust is for the purpose for the intended project(s). Any reproductions or partial copies made will need to be approved by Ponderlust.
We reserve the right to use any extracts of our work for our own portfolio and marketing, unless otherwise agreed beforehand.
Whilst Ponderlust makes every effort not to breach any copyright, the client agrees to indemnify Ponderlust against action that may arise as a result of using our services.
Changes and Revisions
Most projects will require small changes or revisions. Please note we allow for the following:
• Initial delivery of a complete design/copy/concept
• Two subsequent rounds of revisions, if required
• Following two revisions per project, an additional hourly fee of $110/ per hour will be charged
Errors and Omissions
Ponderlust will make every effort to ensure that the project is proofread, grammatically accurate and factually referenced where applicable. However, we cannot guarantee that every project is completely free from typographical, grammatical or factual errors. It is the responsibility of the client to ensure that all final projects are free from such errors.
We will do our best to ensure all facts and statements in our work are true and that it doesn’t infringe upon any copyright or other right of a third party. However, Ponderlust is not liable to you (client), or any third party, for damages, including lost profits, lost savings, complaints, claims, litigation or other incidental, consequential or special damages that arise regarding this assignment.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
The client cannot transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed.
Information is to be provided by the client in a timely, organised fashion (ie. Dropbox, Email, etc). Any delay receiving information, photos or approvals will result in delay of the project.
Images are expected to be supplied before work begins, unless by prior negotiation or if using Ponderlust’s photography or stock image services. Images should be supplied in the highest resolution electronic format possible, i.e. logos/images in original Illustrator/Photoshop format, or hi-res JPEG files (300 dpi). Ponderlust assumes that all correct permissions have been sought and/or royalties paid for images used. Royalties for images will be charged back to the client.
The client will pay the first month of their contract prior to work commencing. The project can be scheduled once the deposit is received by Ponderlust. The deposit is non-refundable.
All payments are to be made in full within 14 days of the date of invoice.
Payment shall be made by direct electronic deposit, Paypal or Visa (2.5% surcharge applies for credit card payments) in USD unless otherwise stated.
If, after the project has commenced, subsequent invoices are not paid within 30 days, a 5% “delayed payment” fee will be charged. This initial 5% figure will be added upon each recurring 30 day period until the full amount has been received by Ponderlust.
If after project commencement client communication (face-to-face, telephone, or email) stops for a period of 180 days, the project can be cancelled, in writing by Ponderlust, and ownership of all copyrights shall be retained by Ponderlust. A cancellation fee for work completed shall be paid by the client, with the fee based on the stage of project completion. The fee will not exceed 100% of the total project cost.
If the client fails to make payment, Ponderlust shall be entitled to charge a late payment fee plus default interest at a rate of 10% per annum on all overdue amounts (including charges and amounts other than the price calculated on a day to day basis on any monies due but unpaid, such interest to be computed from the due date for payment AND the parties agree that such default is not a penalty but a true measure of damages incurred by Ponderlust). Payments received from the client will be credited first against any default interest and all such charges shall be payable on demand.
Project Duration and Client Response Time
The client agrees to provide timely responses to Ponderlust after receiving status notifications, work for review or requests for information. The client shall have 10 days to respond to each draft/request for information submitted. If the client has failed to respond after 10 days, Ponderlust will deem the project complete. At such time, Ponderlust shall have no further obligation to the client, and the client shall pay Ponderlust all fees and expenses associated with the work performed.
The client agrees to pay any fees for hosting, SEO and or website maintenance contracts via regular automatic direct debit or credit card payments unless otherwise negotiated. A dishonour/late fee may apply if payment is late or insufficient funds are available causing Ponderlust additional work or bank penalties. Should the client wish to break this contract and take their hosting, SEO and or website maintenance elsewhere, they will be required to pay the full amount for any remaining months left on their original contract before any files will be transferred to their ownership.
Ponderlust 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 Ponderlust including but not limited to war, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.
The client agrees that these terms and conditions of quotation and sale shall be construed according to the laws of the State, Province or Territory as Ponderlust may in its sole discretion determine. Proceedings may be instituted in such State, Province or Territory as Ponderlust may in its sole discretion determine. Failing such determination, the client consents to any proceedings being instituted and heard by any appropriate court sitting in the State of Western Australia applying the laws of the State of Western Australia.