Thank you for choosing Get Primed for your design project!
These terms and conditions explain how your project will proceed when hiring Get Primed to design, modify and/or build a website, or part thereof, and/or design a brand concept and/or assets for the estimated price outlined in your proposal, quote or estimate.
1. ESTIMATE / PROPOSAL
Your estimate or proposal forms part of these terms and indicates the anticipated project scope and cost. Your estimate or proposal is valid for fourteen (14) days from its issue date, unless otherwise specified.
2. PROJECT SCHEDULE
We know you are excited to receive your final product, so we will get to work on the agreed commencement date and will continue industriously until your project is completed. We pride ourselves on meeting our agreed deadlines wherever possible, and to help us to do that, we need your assistance! The website or design we’re creating for you is yours, and as such we rely on you to provide us with everything we need to complete the project. This may include tangible things like copy (text content), images (photos and graphics), videos, etc, or just your time to discuss ideas, help us understand your vision, business and clientele, or to provide feedback to keep us on the right track. We recognise that creativity does not always follow a schedule, so time is not of essence in this contract.
3. PAYMENT TERMS
They say nothing good in life is free, and our expertise is no exception. Your investment in this project is outlined clearly in your estimate or proposal, and by signing this agreement you agree to adhere to the payment schedule outlined below or as otherwise shown on your estimate, and to pay our invoices in accordance within the terms stated on the invoice (typically 7 days).
3.1 PAYMENT SCHEDULE
Unless otherwise stated in your proposal, we require payment of a non-refundable 50% deposit in order to commence work on your project, with balance of payment due upon completion before the site goes live or the design(s) are handed over. Any expense or variation invoices will be raised as they arise under COD, 3-day or 7-day terms, depending on urgency and the nature of the charge.
3.2 LATE PAYMENT
We rarely have any late payment issues with our clients, but we need to protect ourselves in the event that payment is delayed. So, if our invoices are not paid on time, we reserve the right to charge a late fee amounting to five per cent (5%) of the amount owing for every seven (7) days (or part thereof) that the invoice(s) remain unpaid. We also may cancel the project or suspend work until payment is received (including but not limited to stopping ongoing work, removing unpaid material, and taking down the website), and/or take legal action to recover our fees and any resulting legal fees.
3.3. HOSTING PAYMENT TERMS
To ensure uninterrupted service, payments for website and domain name hosting should be made prior to expiry. Should your website hosting renewal lapse, your website may go offline until payment has been received.
For domain names, there is a 30 day grace period after expiry in which a domain name can still be renewed at the regular rate. After this time, there is a further 45 day redemption period, during which you may still renew your domain but at significant extra cost ($200 at time of writing). If the renewal is still not completed, your domain name will become available to the public at the regular rate, at which time we cannot guarantee we will be able to recover your domain name.
3.4 REACTIVATION FEE
We take our promises seriously and aim to give all our clients a fantastic experience, so to prevent roll-on delays affecting other clients, any delayed or cancelled projects will be removed from our roster. To get the project back onto our roster in the next available time-slot, a reactivation fee of 20% of project value or $800+GST (whichever is lesser) will apply. We reserve the right to waive this fee under clause 12.1 where evidence of sudden illness or injury is provided.
4. AMENDMENTS TO OUR WORK
Design projects are all about teamwork, so we happily encourage your feedback and we created our HAPPINESS GUARANTEE to ensure you’ll absolutely LOVE your final product! Throughout your project we will share files and book revision meetings to openly discuss progress. We’ll seek your candid feedback, either in person or over phone/video conference, and we encourage you to share with us your most honest, even brutal, feedback to ensure the final result is exactly what you want. Don’t be shy!
4.1 HAPPINESS GUARANTEE
Where most designers allow for two or perhaps three formal revisions, under our Happiness Guarantee we provide UNLIMITED revisions to our work at no extra charge, provided:
- the changes requested do not substantially alter the original project scope, nature or purpose (constituting a variation); and
- you have not already given Get Primed your final approval for the piece of work concerned.
4.2 MAJOR REVISIONS: SCOPE CHANGE
Any major revisions outside of the agreed project scope, nature or purpose are treated as variations, as explained in clause 8.
4.3 FAIR GO POLICY
We’ve introduced a “fair go” policy to our happiness guarantee because no-one wants their project to go on forever!
Your project will be deemed completed when:
- All key outcomes or elements of the contract have been substantially completed per your estimate or proposal; AND
- revisions relate only to content that can be easily adjusted after go-live; OR
- revisions contradict prior approvals; OR
- we’re in an undo/redo loop of indecision; OR
- communication has ceased for any reason (ref clause 12); OR
- revision time exceeds 6 hours in total (which is a LOT for revisions!).
If this point is reached, the completion payment becomes due and payable, and further revisions will accrue charges at our hourly rate.
5. FINAL DELIVERY
For design projects, we will deliver to you the digital files containing all final project deliverables within seven (7) business days after you approve them and after you’ve paid all outstanding invoices.
For website projects, all files that are required for the website to function properly will be uploaded to your server within seven (7) business days after you approve them and after you’ve paid all outstanding invoices.
6. INTELLECTUAL PROPERTY
6.1 WORK PRODUCT OWNERSHIP
At any time prior to receipt of full payment of your completion invoice, all originally created deliverables, including but not limited to trademark logos and taglines, website pages, content, imagery and designs, in both draft and final form, are wholly owned by Get Primed. This means that in the rare event that the project is cancelled or indefinitely postponed before completion, we retain ownership of everything, and no rights are granted to you to use any element, in part or in full, of our work product.
Once payment has been received, however, you will FULLY OWN the website and/or designs that we have created for you and any visuals or files that we provide with it, and may use them at your discretion. We will turn over to you our work product, including any relevant files, login details, etc, and you will be responsible for their safekeeping. Please note, we are NOT required to keep copies of completed works, so please store and backup your files safely.
6.2 MATERIALS PROVIDED BY YOU
Where you provide us with materials in the course of the project, you guarantee that you own them or have been given permission to use them. Ownership of these materials will remain with you (or the persons who licensed them to you) at all times.
You guarantee that you have the legal right to all elements including but not limited to text, photographs, videos, graphics, images and anything else that you provide to us for inclusion in your project. You agree that you will not hold Get Primed responsible for any third-party claims. You grant Get Primed a royalty-free licence to use the materials provided for the project and to retain copies in our business records.
Get Primed will not be responsible for any damage or consequences if the materials you provide infringe someone else’s rights or are unlawful or illegal. You will indemnify Get Primed and pay for all damages, costs, fees, expenses and legal fees that we incur due to your materials being infringing, unlawful or illegal in any country.
6.3 MATERIALS PROVIDED BY US
Similarly, we will own any copyrightable work, ideas, inventions, products, materials or other information that we create in connection with the services we are providing.
We guarantee that we have the legal right to all elements related to the services we are providing and will not hold you responsible for any third-party claims, except where third-party licence conditions are breached. Get Primed may purchase specific-purpose licences for use in your designs, in which case you agree to either restrict your use of these design(s) to the original purpose (per your estimate or proposal), or purchase an extended licence to enable legal use of the element for your new purpose.
6.4. COPYRIGHT NOTICE
Upon completion of this contract, you will own the masterpiece also known as your website or design! Where many designers retain copyright of their designs (including your website), we transfer full ownership to you and as such you’ll see the copyright notice (marked by a ©) shows your name in your website’s footer.
6.5 UNLIMITED USE LICENSE
You agree to grant Get Primed a royalty-free, permanent, unlimited-use licence to use designs created by Get Primed for any purpose. This includes but is not limited to displaying, in part or in full, your designs (in progress or completed), copy, brand assets, images, video, audio, etc. via all types of media, including but not limited to our website, social media, printed advertising, our portfolio, as a sample of past works, in trade publications, educational material, to promote ourselves and for competitions or awards.
Your secrets are safe with Get Primed! In the course of our work, we focus on really getting to know you and your business so we can help you achieve the best results possible. This means we may have access to or information about your proprietary information (like trade secrets, know-how, or any other confidential information that is not publicly available). We promise we will keep your data safe and won’t sell any of your proprietary information to a third-party, no matter how much they offer us!
8. VARIATIONS TO THE PROJECT SCOPE
We understand that you may have new ideas which strike like light bulbs mid-project, and these ideas may mean a change to the scope of our project. We’ll do everything we can to accommodate you! All you have to do is let us know in writing what you would like to change. We’ll draw up a variation agreement so both parties can agree in writing to the revised scope and any adjustment to either the project value (which will be invoiced upon variation sign-off) and/or the timeline (as noted in the variation agreement). Simple!
We understand too that sometimes there may be urgent changes to the project scope that need to be carried out right away. You may request and approve an oral quote in order for us to start work urgently in good faith, and we will follow up with an invoice and variation agreement later on.
9. EXPENSES PAID ON YOUR BEHALF
You agree to reimburse Get Primed for costs incurred in fulfilling the requirements of your project. Most commonly this relates to third party license fees, for example for use of images or software. In some cases it may also include (especially if you’re based internationally) overseas call charges, travel costs, visas, entrance fees, government fees, taxes, levies, accommodation, meals and entertainment, etc (scope is limited only by the requirements of your specific project). We will estimate these charges in advance to the best of our knowledge, and will include an itemised list of charges on our invoices to you so you know exactly what was incurred.
A retainer may be requested where international travel is required.
10. THIRD-PARTY VENDORS
We may purchase or license from third party vendors materials used in your project (including but not limited to source code, work-up files, software, photographs, illustrations, videos, etc.). Where we license such material, the intellectual property rights in the licensed material remain the property of the third party vendors.
11. RUSH FEES
Unless stated otherwise on your estimate or proposal, it does not cover any work that has to be rushed ahead of the project schedule, or work outside the project scope that is to be executed on a rush basis. Rush work means work that you request Get Primed to complete within one (1) week of your request. Our rush service fees are charged at a premium basis of 150% (one hundred and fifty per cent) of the total project value, and rush jobs are subject to availability.
We understand that sometimes it’s impossible to reply to emails and messages promptly, and so we don’t expect you (or us) to always do so. At the same time, communication is essential to our mutual success and we’ve found that keeping momentum going produces the best results for everyone. We need your input to keep your project on schedule, and without it, your project will stall. We ask simply that you stay in touch and respond in a timely fashion to our calls and emails, as we will do for you.
12.1 LEAVE OF ABSENCE
Life happens, and everyone needs time off-the-grid sometimes. So, if you’re expecting to be ”Out Of Office”/unavailable/sipping cocktails on a tropical island for a given period, or if you fall ill and can’t stay in touch, please do let us know in writing. We will then either agree on a delegate of your choice to provide feedback and approve project stages on your behalf so the project continues as scheduled, or we can reschedule the project around your time away.
If your leave of absence is due to becoming seriously unwell or injured and you’re unable to get in touch yourself, we ask that a chosen representative gets in touch with us just to let us know. We’ll place your project on ice until you’re back on your feet.
12.2 MISSING IN ACTION (MIA)
If you go MIA (by not responding to our calls or emails within 7 days and without providing notice per clause 12.1, above), we will place your project on hold and remove it from our roster, and it will be subject to the reactivation fee (clause 3.4) to be reactivated.
We also reserve the right to charge a delay fee of five per cent (5%) of the total project value for every seven (7) consecutive days that we do not receive a response from you, unless of course we have been notified in writing per clause 12.1. The maximum amount claimable under this clause is a sum that is equal to the total project value, which must be paid prior to reactivation of your project, in addition to the reactivation fee. Ghosting hurts everyone, so please, stay in touch and everything will be great!
13. SOFTWARE, FONTS AND RAW FILES
The software and fonts used for your project remain our property and will not be released to you, however they will be available for you to purchase at cost price should you so desire.
In some cases, software licences or subscriptions may be registered directly to you as the owner of your site, and you will be responsible for any ongoing costs. In these cases, we will discuss your options with you before commiting you to any ongoing charges, so you can decide in advance of signing up.
Project raw files will not be automatically supplied but are available upon request. If you require the raw files for your project, please advise at the outset of the project so we can amend our estimate accordingly if need be (as this often comes at significant cost to us).
14. ERRORS AND OMISSIONS
We will use our best efforts to prevent errors and omissions from occurring in your web page content. If such errors or omissions occur, please notify us, and we will correct them for free, and that will be the limit of our responsibility and liability.
15. LIMITS ON LIABILITY
Your liability to us is only for the costs payable under this agreement. You will not be liable to us, or any third-party, for damages like lost profits, lost savings, incidental damages, consequential damages, or special damages.
While our aim is always to deliver top quality services and absolute client satisfaction, there are some things we are unable to accept responsibility for. We provide the deliverables to you on an as-is basis, and we make no promise or guarantee that they will be fit for, or achieve, any particular purpose. We cannot and do not promise or guarantee that services or products purchased or licensed from third party vendors will be free from interruption or failure or that they will remain available for use for any specific period. We will not be liable to you for lost profits or other special or consequential damages of any kind, nor will we be liable to you for direct damages unless caused by our gross negligence or fraud.
The maximum damages payable to you in any event will not exceed the amount of fees actually invoiced and paid to Get Primed in connection with the project in question. Specifically, we will not be responsible or liable to you for damages or loss caused by:
- Your use of the designs and deliverables in ways that are not covered by the licences we grant to you;
- Anything done by Get Primed on your instructions, or using material you provided to us;
- Any breach of these terms and conditions by you; and/or
- Any legal, governmental, contractual or other approvals that were required but which you did not obtain.
You will keep Get Primed indemnified for all damages, costs, fees, expenses and legal fees that we incur due to any of these specific actions and omissions.
16. NO TRANSFER OF THIS CONTRACT
The parties may not assign the responsibilities that they have under this agreement to anyone else unless both parties agree to the assignment in writing.
This agreement will automatically terminate when both parties have performed all of their obligations under the agreement and all payments have been made.
17.1 CANCELLATION DUE TO NON-PERFORMANCE
If either party fails to fulfil their responsibilities under this agreement, the other party may end this agreement by providing fourteen (14) days written notice. Cancellation does not affect any benefit or right that you or we become entitled to beforehand, so regardless of cancellation, you agree to pay Get Primed for any outstanding invoices and for work already done but not yet invoiced.
17.2 CANCELLATION JUST COZ
We would really hate to see you go, but if you decide we aren’t your cup of tea, you may end this agreement by giving us a fourteen (14) day written notice and paying Get Primed in full for the services that we have completed.
18. FORCE MAJEURE
Neither you nor Get Primed shall be liable for failure to perform our part of the contract, if the failure is due to force majeure events (including fire, flood, earthquake, storm, hurricane, natural disaster, pandemic, war, civil war, invasion, act of foreign enemies, hostilities, rebellion, terrorist activity, government sanction, change of law, strike, lockout, industrial action, embargo, sabotage, interruption or failure of electricity service, interruption or failure of transport networks or other public utilities, interruption or failure of internet or other communication service).
19. REFUND POLICY
When we take on new projects, we schedule them in good faith that they will continue, and we may lose or delay other work to ensure your project is suitably prioritised. Therefore, to ensure our business remains a going concern, deposits are non-refundable and we are unable to offer refunds for services already performed.
For prepaid subscriptions such as hosting, early cancellations will incur a cancellation fee equal to three months’ payment, and the balance will be refunded upon request within 14 days.
20. DISPUTE RESOLUTION
In rare cases it’s possible that our Ts and Cs miss something that leads to a dispute. Our resolution process is as follows:
- Negotiation: We want to work this out. In the event of a dispute, both parties agree to work towards a resolution through good faith negotiation.
- Mediation/Arbitration: If talking it over doesn’t go well, either party may initiate mediation or binding arbitration in a forum mutually agreed to by the parties.
- Litigation: If litigation is necessary, this agreement will be interpreted based on the laws of the State of Victoria, Australia, regardless of any conflict of law issues that may arise. The parties agree that the dispute will be resolved at a court of competent jurisdiction in the State of Victoria, Australia.
- Legal Fees: The prevailing party, or “winner” as non-lawyers call it, will be able to recover its attorney’s fees and other reasonable costs for a dispute resolved by binding arbitration or litigation.
If any section of this agreement is found to be invalid, illegal, or unenforceable, the rest of the agreement will still be enforceable.
22. COMPLETE CONTRACT
This agreement puts the parties entire understanding of the services to be performed and anything else the parties have agreed to in black and white (literally). This agreement supersedes any other written or verbal communications between the parties. Any subsequent changes to this agreement must be made in writing and signed by both parties.
All formal notices under this agreement must be sent by either email with return confirmation of receipt, or certified or registered snail mail with return receipt requested.