All the legal things

Before we get into the fun and exciting things – we have to get through the less fun things, like agreements and legal things.

Commencement of Work

Acceptance of quote or proposal from Bad Crow Design Co. constitutes agreement to these terms and conditions.

Fees for Service

It is agreed that the fee for service shall be the cost estimate provided via email, unless work undertaken exceeds work outlined.

If work undertaken exceeds the items specified in the quote,  the client agrees to pay appropriate fees for the additional work, outside the scope of the original agreement, the client will be notified of increases before work continues.

Payment

The Client agrees where requested to pay a 50% deposit of the quoted amount to commence the design project, with the balance payable prior to delivery.

Once research, resources allocated or design work has started on a project, this deposit is non-refundable. In the case of a change of mind, this deposit is non-refundable.

Bad Crow Design Co. endeavours to provide  design services that meet and go above a client’s needs and expectations, but in the event of a “change of mind” (after a project has begun), the initial deposit (when required) is forfeited, plus a fee for the work already completed.

The client/customer agrees to pay the remaining amount at the conclusion of the project.

Any booking fees, delivery fees, design fees, or progress payments are non-refundable once work has begun if the client terminates the contract, after work has commenced. 

Additional Work

This is defined as any work involving additions to the list of items defined in the original work request, quotation or changes to all pieces of finished artwork after sign off by an authorised representative of the client.

From time to time clients will require extra design requirements or changes during a project, or extra files upon completion of a project. The client will be informed if the alterations or changes requested fall outside the scope of the original estimate and at which case an updated quote OR an additional fee quote will be provided.

Additional work requests will follow the same payment agreements, where if a deposit is required before work clients will be informed.

Urgent Work Requests

Urgent work requested outside of the scope of the services  or which is required outside of ordinary business hours or to the detriment of concurrent work for other clients may be charged with an Out of Hours additional fee which will be quoted.

Resending Completed Files

If a client loses or accidentally deletes the files delivered by Bad Crow Design Co. at the completion of the project, Bad Crow Design Co. can re-send files however a fee may be applicable.

Approval of Final Artwork

While Bad Crow Design Co. takes all care to avoid errors, Bad Crow Design Co. accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production.

Clients are to proof read and approve all final copy before the printing or production of artwork. The email verification of the client or their representative shall be conclusive as to the approval of all artwork prior to their release for printing, implementation or installation.

No refunds are given after a final approved design has gone to print due oversights by clients proof reading.

Print Returns and Refunds

It is agreed that the Bad Crow Design Co. is not responsible or held liable for any errors contained in the final product after the final product has been approved by the client, (approval may be given either verbally or in writing), committed to print etc.

Bad Crow Design Co. will not be held responsible for and changes or amendments made after approval. It is the sole responsibility of the client to notify of any such errors during the revision process and before final files have been provided.

Print – Colour Variations

With all printing there may be some colour variations from what you have seen on screen (RGB to CMYK), to what the final product looks like in print, or through previous print. This is due to the nature of CMYK printing and bulk-run printing system.

Copyright

In accordance with the Australian Copyright Act (1968), ‘licensing of copyright is subject to a mutual agreement made between client and designer’. Copyright will remain property of Bad Crow Design Co. until such time an agreement is in place. 

Bad Crow Design Co. retains full ownership of design concepts. Only finished art files suitable for reproduction will be supplied to clients.

It is understood that any files clients supplies (Logos, Print, working files and imagery) to Bad Crow Design Co. are owned by and the client has full Copyright of these items.

Working/source files remain the property of Bad Crow Design Co. unless otherwise negotiated.  ‘Finished artwork’ is as defined in the proposal/quotation and is dependant on the scope of work.

Working/source files are defined as the files used to create the finished artwork and/or directly editable files unless otherwise specified.

Once a concept is approved, finished artwork is delivered to a client and full payment is received, the agreed ownership rights to the finished artwork transfer to the client.

Unused concepts remain the property of Bad Crow Design Co. and includes design proposals and concepts submitted but not approved for the work outlined. 

Until final payment Bad Crow Design Co. retains ownership of all artwork/ designs. Bad Crow Design Co. reserves the rights to certain elements used to create your images including fonts, patterns, stock images, textures, colour palettes and other non-exclusive items.

Bad Crow Design Co. reserves 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 quote.

Other than for the promotional use of Bad Crow Design Co. 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. For additional usage, price will be assessed and quoted as needed.

Bad Crow Design Co. 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 Bad Crow Design Co. in print or digital media portfolios, social media and blogs, except where the client has specifically requested in writing otherwise.

Retainer Work
GRAPHIC DESIGN RETAINER DETAILS:

• The types of work included in your retainer are discussed with you prior commencing with the retainer. As different types of works are unique to different retainers.  
• At the end of 3 months, we will re-evaluate the retainer you are to ensure the number of hours are fitting your business needs.
• Each retainer includes a set number of hours each month – the quoted retainer price per hour will be quoted to you prior to commencing.
• Unused hours will expire. Bad Crow Design Co. does their best to make sure you stay up-to-date on the status of your retainer hours, but ultimately it’s your responsibility to make sure they’re used within the month timeframe. Unfortunately, unused hours are forfeited, if I am running close on hours hitting their threshold, I will let you know before going over.

 

Social Media and Content Management Services

Bad Crow Design Co. has no control over the policies of Facebook, Twitter, YouTube, LinkedIn and all other social media channels being utilised. Bad Crow Design Co. has no say with respect to the type of content that social media channels accept. You acknowledge that Bad Crow Design Co. makes no warranty that the Social Media Campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.

You guarantee any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Bad Crow Design Co. for inclusion in any campaigns are owned by you, or that you have received permission to use each of the elements.

Cancellations of any ongoing Social Media Services must be made in writing. If Bad Crow Design Co. does not receive notification that the campaign should be stopped, work will be continued and payments will continue to be made on a fortnightly basis.

Bad Crow Design Co. reserves the right to reject or discontinue the social media services where we are unable to provide the services due to technical, ethical, legal, or other matters. 

Termination Policy

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, the advance payment (deposit) will be forfeited in lieu of compensation to Bad Crow Design Co.. This is to cover design and administration time spent, resources purchased and allocated, research time and administration costs. If the project is more that 50% completed (this is determined by Bad Crow Design Co. and the client by negotiation) a pro-rata payment is payable for time spent up until cancellation notice.

If a project is cancelled by Bad Crow Design Co., due to unforeseen circumstances, the deposit 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 designs shall be returned and retained by Bad Crow Design Co..

Liability and Litigation

It is agreed that all work and materials provided for client by Bad Crow Design Co. will be free and clear of all liens and encumbrances and may be lawfully used by clients 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 Bad Crow Design Co. be liable to clients for an indirect or consequential loss suffered by clients relying on the information included in the Supplies prepared by Bad Crow Design Co. 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.

Confidentiality

It is agreed that employees of Bad Crow Design Co. shall not at any time either during the continuance of the work outlined or thereafter, except in the course of their duties, divulge any of the confidential affairs of The Client or any of its clients or associated companies to anyone whatsoever without the previous consent in writing of The Client.

Late Payments and Default

Accounts which are not paid within 7 days may incur a late administration fee. Accounts which remain outstanding for 14 days after the date of invoice may incur an additional late payment fee.

An account shall be considered in default if it remains unpaid for 30 days from the date of invoice or The Client has stated expressly that they do not intend to pay an invoice by “Bad Crow Design Co.“, unless prior arrangements have been made. Bad Crow Design Co. shall at it’s sole discretion suspend any and all services provided to the client by Bad Crow Design Co. 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 monies due for services ordered, including, but not limited to design, hosting, domain registration, search engine submission, maintenance, sub-contractors, printers, photographers and libraries plus bank 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 for their invoices in full.

The Client whose account is in default agrees to pay Bad Crow Design Co. reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.

Bad Crow Design Co. retains all copyright for work performed until full project costs have been paid. Bad Crow Design Co. reserves the right to reuse or resell work undertaken in the case of payment default.

Bad Crow Design Co. 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.

Amendments to these terms and conditions

All and any amendments to the terms and conditions outlined in this submission must be provided in writing by The Client and signed by an authorised representative of Bad Crow Design Co. prior to the commencement of work outlined in this submission.

Force Majeure

Bad Crow Design Co. 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 Bad Crow Design Co. 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.

Disclaimer

Graphic design, strategy, photography and marketing are all highly creative and subjective art forms. As such Bad Crow Design Co. take every possible care with professional advice offered and any suggested creative concepts and/or their implementation, however Bad Crow Design Co. cannot be held responsible for variations between expectation and outcome.