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Terms & Conditions

Last revised 15th May 2019

These terms and conditions, together with our Website terms of use, disclaimer and privacy policy, constitute an agreement (“Agreement”) between you (“Client”) and The Design Parlour (“we”, “us”) for the purchase and supply of our Products and Services.

 

General

Please read the below terms carefully. By purchasing a Product on our Website, accepting a Quote for Services or otherwise engaging us, you are agreeing to these terms. These terms will be valid and binding as of the date of acceptance.

 

Acceptance

You will be taken to have accepted these terms on the payment of any amount owing under this agreement, receipt by us of your written acceptance of these terms or your instructions to commence delivery of Services after you have received a copy of these terms, or any other valid form of acceptance, whichever occurs first.

 

Payment Terms

Products

All prices listed on the Website are in Australian Dollars. Payment for Products is to be made in full. On receipt of payment by us, you will receive a confirmation email which will contain a link to download your high resolution, original artwork files. You must open and download your files within 24 hours of the email being delivered to you, after which time the link will expire. Payment for Products must be made in full before we will perform any Services requested in relation to Products, such as colour alternations or custom edits.

You can pay for our Products using the payment methods available on our Website from time to time, such as PayPal. You will be liable for any applicable merchant or transaction fees, in addition to the purchase price for the Product.

We reserve the right to amend our prices for Products on our Website from time to time without notice to you.

SPECIAL OFFERS

We currently have discounts for bulk Print Shop purchases. Discount codes are sent to you via email once you are subscribed to the print shop mailing list. We reserve the right to amend or cancel these discounts without notice to you. The offer applies to a single transaction on the amount of prints stated in the offer.

Services

Quotes for Services are valid for thirty (30) days, unless otherwise stated. We reserve the right to amend our pricing after that time.

All prices given in any Quote are in Australian Dollars.

A non-refundable 50% deposit is required prior to delivery of any Services. You agree that we are not obliged to commence work unless and until we receive payment of such deposit.

The balance of our fees must be paid on approval of final artwork concepts. You agree to reimburse us any additional expenses that are outsourced during the project, including but not limited to; fonts, stock imagery or fabric printing companies used, which will be included in the final invoice. 

Any request to provide Services ahead of the schedule set out in our proposal must be submitted to us in writing as soon as possible. We may accept or decline the amendment or propose an alternative solution, subject to such terms as we deem reasonable. If we agree to revise the schedule, you will be liable to pay a rush fee equal to 30% of the total project fee, which will be included in the final invoice. 

You can pay for our Services using the payment methods set out in our invoice. Payment is preferred to be made by electronic funds transfer into our nominated account. You will be liable for any applicable merchant or transaction fees, in addition to the fees for the Services.

This agreement also incorporates the terms of any invoice we issue to you.

If you fail to pay any amount within fourteen (14) days of the due date, an additional fee, of 10% of the total project fee, will be charged for each week the invoice is left unpaid, until paid in full. If an amount remains unpaid for 60 days, we may refer the invoice(s) to a debt collection agency or lawyer for further action. You will be responsible to pay all costs incurred by us in collecting payment of outstanding amounts, including debt collection and legal fees (whether by reimbursement or otherwise), as a liquidated debt. Debt collection and legal fees expressly include any fees, disbursements or commission charged or chargeable by a debt collection agency and all charges reasonably claimed by a lawyer on an indemnity basis.

Scope of Work

Our Quote will be based on the scope of work discussed with you at briefing stage. You agree to provide us with correct information (to the best of your ability) needed to scope the project. You understand and agree that if you fail to provide correct and complete information, this may lead to further work, which will be outside the scope of the project and subject to additional fees.

 

Changes to Scope

If you wish to change the scope of work after accepting the Quote and artwork brief, requests for changes must be submitted to us in writing as soon as possible and must outline all project changes and/or brief updates.

We will respond to the request by proposing availability to complete the additional work and set out any additional fees and new delivery dates. You will have ten (10) days to accept our new Quote and changes to the project delivery times. If you do not accept the Quote for the additional work, we will not be obliged to perform the work and may terminate this agreement.

 

Artwork Revisions

Please refer to your specific service package and artwork brief for number of revisions included. Revisions include; colour changes, motif or graphic element amendments, repeat layout changes, size or scale changes. Revision requests must be submitted in writing and delivered by email, within two (2) business days of our presentation of concepts and or/ motif development to you. If you do not provide feedback on concepts within two (2) business days, you will be deemed to have accepted the concepts with no revision requests. 

If you wish to make more than the agreed revisions to artwork during the project, such revisions will be charged at an additional $76 per hour and added to our final invoice. Changes under 1 hour are charged at our minimum rate of $76.

 

Delays

You agree to provide us with all information we need to complete any project in a timely manner and according to the timeframe of the project. You agree and accept that any delay by you in replying to emails, providing feedback or submitting more than the agreed revision requests, may result in a delay in project completion, for which we will not be liable. Each party agrees to notify the other party if they believe the project may be delayed.

 

Delivery and Acceptance

We will deliver high resolution, final artwork files to you on receipt of final payment or proof of same.

For Service projects, you agree that the project agreed upon is a collaborative effort and that we will deliver the final artwork to the best of our ability and utilising our high skill level. You agree to provide as much direction as necessary for us to execute and complete the project according to your desired outcome and to your print production needs. We will not be liable for any failure to complete the project where such failure is a result of your withholding or failure to communicate essential information or instruction.

If within ten (10) business days after receiving final artwork you notify us in writing that you believe we have failed to comply with the agreed project brief, we will amend, revise and re-submit the final artwork to you within ten (10) business days of receipt of your communication. You will then have (10) business days to provide feedback and/or approve the revised artwork, failing which you will be deemed to have accepted the final artwork. Any disagreement as to compliance with the project brief will be dealt with under the dispute resolution clause of this agreement.

 

Intellectual Property

Exclusive Licences

All Intellectual Property Rights (excluding Moral Rights) in artwork and prints produced by us for you as a result of a Service project remain our sole property. Nothing in this agreement will cause any assignment of such rights. Where our quote includes an exclusive licence, we agree to grant you an exclusive licence to use the artwork and print for the purposes expressly set out in the Quote and/or proposal and subject to the balance of this agreement. Such licence will be granted on the receipt of payment of our final invoice in relation to the artwork, print and/or project.

If you fail to make payment as required by this agreement, we may terminate this agreement, in which case there will be no grant of licence of Intellectual Property Rights in any artwork or prints produced and we will be within our rights to sell or licence the use of such artwork to any other person.

For Products sold pursuant to an exclusive licence, we agree to grant you an exclusive licence to use the artwork and print for the print production. Such licence will be granted on the receipt of payment in full in cleared funds.

Non- Exclusive Licences

All Intellectual Property Rights (excluding Moral Rights) in Products sold pursuant to a non-exclusive licence remain our sole property. Nothing in this agreement will cause any assignment of such rights. We agree to grant you a non-exclusive license to use the artwork and print for print production purposes, subject to the balance of this agreement. Such licence will be granted on the receipt of payment in full in cleared funds. We reserve the right to licence the use of the artwork and print to not more than 3 customers on the same or different terms, or do anything else in relation to the artwork, so long as such action is not inconsistent with the terms of the licence we grant you pursuant to this Agreement. 

Licences referred to in this clause specifically exclude any right to sell, licence or distribute the artwork or print the subject of the Intellectual Property Rights – or attempt to do any of those things - without our prior written consent. In the event of a breach of this clause, any licence will be immediately revoked and we may pursue you for an appropriate remedy, which may include a claim for damages or an account of profits.

 

Self-Promotion

You irrevocably authorise us to reproduce and display artwork delivered pursuant to any Services project on our Website and social media pages for self-promotion purposes. We agree to include a hyperlink to your website or social media tag wherever possible where your project or Product is displayed. 

 

Warranty and Indemnity

You warrant to us at all times during this agreement that you have the full right and title (including all Intellectual Property Rights) to all elements of text, graphics, photos, designs, trademarks, or other artwork or text you provide to us for the purpose of this agreement (“Elements”), or that you have received written permission from the rightful owner(s) to use each of the Elements for the purpose it is to be used by you, or by us on your behalf. You indemnify us on a continuing basis in respect of any breach of the warranty set out in this clause and/or any breach of any other person’s Intellectual Property Rights or other rights arising out of the Elements.

 

Limitation of Liability

Our Products and Services provided to consumers (as defined in the Australian Consumer Law) come with rights and guarantees that cannot be excluded. Nothing in this agreement is intended to modify, exclude or restrict any such right or guarantee to which you are entitled.

Where our Products or Services provided to you fall within the scope of the Australian Consumer Law, we limit our liability to you to the fullest extent permissible under section 64A of the Australian Consumer Law. We specifically exclude liability for negligence. To the maximum extent permissible by law, we exclude liability for consequential loss or damage, including loss of business profits.

Where our Products or Services fall outside the scope of the Australian Consumer Law, we exclude all liability to you (including for consequential loss or damage, including loss of business profits) and you hereby waive, release and discharge, on a continuing basis, all claims you have or may have against us relating to the provision of the Products and/or Services, however arising. We specifically exclude liability for negligence.

 

Refunds

We do not offer refunds for Products or Services due to change of mind.

Nothing in this clause is intended to modify, exclude or restrict your rights under the Australian Consumer Law.

Requests for refunds should be submitted to us in writing for consideration.

 

Links

We may, on occasion, include links on our Website to other websites which are not controlled by us. These links are provided for your convenience to provide you with further information. You acknowledge that they are used at your own risk. Please note that we include these links for your convenience, however we don’t necessarily endorse or support the views, opinions, standards or information expressed on them. We have no control over the nature, content and availability of those websites. For your own safety, please make sure you check the protocols and standards of the linked sites before using them.

 

Termination

Either party may choose to terminate this agreement at any time by giving notice in writing to the other party. If termination is disputed, it will be dealt with in accordance with the dispute resolution clause of this agreement.

 

Consequences of Termination

If you terminate this agreement otherwise than for cause, your deposit will be forfeited. If more than 50% of the project is completed (i.e. after mood boards have been completed, concepts and elements have been signed off), you will be liable to pay us the prorated portion of the fees set out in our Quote.

If we terminate this agreement for cause (including but not limited to termination due to non-payment), your deposit will be forfeited and you will be liable to pay us the prorated portion of the fees set out in our Quote.

 

Dispute Resolution

If a dispute arises between us and you, the party claiming the dispute must not commence any court or arbitration proceedings (except where they seek urgent interlocutory relief), unless they have first complied with this clause.

The party must inform the other party in writing of the nature of the dispute, the outcome they desire to resolve the dispute, and the action they believe will settle the dispute. On receipt of the notice by the other party, we will both make every effort to resolve the dispute by mutual negotiation within 20 business days.

If we are unable to resolve the dispute to our mutual satisfaction in that time, we must agree on selection of a mediator (if we are unable to agree, we agree to request that the President of the Law Society of Victoria appoint a mediator) and will be equally liable for the fees and reasonable expenses of the mediator and the cost of the venue of the mediation (to be paid in advance). We must each pay our own costs associated with the mediation, which must be held in Melbourne, Victoria, Australia.

All communications made by the parties arising out of this dispute resolution clause are confidential and to the maximum extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

This clause survives termination of this agreement.

 

Notices

Notices required to be given under this agreement must be in writing and sent to the other party by email to the last notified email address of the party to whom the notice is addressed. The notice will be deemed delivered on when it enters the recipient’s information system.

 

Governing Law

This agreement will be governed by the laws of Victoria. The parties agree to the non-exclusive jurisdiction of the courts of that state.

 

Definitions

Business Day means a day on which banks are open for business in Melbourne, other than a Saturday, Sunday or public holiday.

Intellectual Property Rights means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including, without limitation, business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trade marks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration, as well as all digital and electronic rights. 

Moral Rights means the personal rights of a creator to have their work attributed to them and to insist that its integrity be retained.

Products means “off-the-shelf”, ready to buy textile designs available on our Website.

Quote means any written quote that we prepare to provide Services, including an estimate of our fees.
Services means design services provided by The Design Parlour, including graphic design, textile design and custom print design services, and specifically includes any services requested in respect of Products, such as colour alternations or custom edits.

Website means www.thedesignparlour.com.au.