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FOUNDRY | TERMS & CONDITIONS OF SERVICE

1. Introduction

2. Services Provided

3. Client Responsibilities

4. Payment Terms

5. Intellectual Property & Ownership

6. Revisions and Additional Work

7. Termination

8. Confidentiality & Non-Compete

9. Client’s Legal & Operational Considerations

10. Governing Law & Jurisdiction

11. Miscellaneous

12. Entire Agreement

These Terms and Conditions ("Agreement") govern the relationship between Foundry, hereafter referred to as the "Agency", and the client, hereafter referred to as the "Client". This Agreement applies to all creative services provided by the Agency unless otherwise stated in a separate contract for larger-scale projects.

By engaging the Agency’s services, the Client agrees to be bound by these Terms and Conditions.

The Agency offers the following creative services:

  • Brand Audits

  • Brand Strategy & Market Positioning

  • Creative Direction

  • Graphic Design / Communication Design

  • Campaign & Advertising Design

  • Creative Conceptualisation

  • Logo Design & Branding

  • Social Media Assets & Strategy

  • Specialisation in Media & Advertising Design

  • Event Design Services

  • Animation & Motion Graphics

  • Presentation Development & Brand Pitching

  • Web Partnership & Liaison

  • Intellectual Property & Proprietary Transfers

The Client agrees to:

  • Provide timely, accurate, and complete information relevant to the project.

  • Review and approve deliverables as requested by the Agency, in accordance with the agreed project timeline.

  • Make timely payments for services rendered, in accordance with the payment terms outlined below.

  • Provide any necessary content, such as text, images, logos, and other materials, ensuring they comply with relevant laws and copyright requirements.

  1. General Payment Structure

    • Payments for projects are generally due within 14 days of the invoice date, unless otherwise agreed.

    • Payments can be made via the following methods:
      • Bank Transfer (preferred)
      • Debit Card
      • Credit Card

    • A 5% late fee will apply to any overdue payments.
       

  2. Project Payments

    • For projects under AU $10,000, full payment is due upfront.

    • For projects over AU $10,000, a 50% deposit is required before project commencement, with the remaining balance due upon delivery of final assets or file handover.

    • Payment for larger projects may be structured based on milestones or phases, as agreed upon during the project scoping phase.
       

  3. Retainers

    • Retainer packages are available exclusively to clients committing to a minimum engagement period of 6 months.

    • Full-time retainer projects are billed at AU $18,000 per month, and part-time or non-full-time retainer projects (up to 10 working days per month) are billed at AU $10,000 per month.

    • Payment for retainers is due in advance, with invoices issued monthly.
       

  4. Overtime and Additional Fees

    • Any work requested outside the initial project scope, including overtime or additional revisions, will be charged at the Agency’s standard hourly rates, as outlined in the Agency's services overview.

    • Rush fees may apply if deadlines are shortened or the project is expedited at the Client's request.

  1. Client’s Rights

    • Upon full payment, the Client will receive a licence to use the final creative work and associated assets for the specific purposes outlined in this Agreement, such as business operations, marketing, and promotion.

    • This licence is non-exclusive, non-transferable, and only valid within the agreed scope of use.
       

  2. Agency’s Rights

    • The Agency retains full ownership of all intellectual property created during the course of the project, including but not limited to designs, artwork, and concepts.

    • If the Client wishes to acquire full copyright ownership of the assets, this can be arranged for an additional fee, as outlined by the Agency.

    • The Agency retains the right to use the created designs for promotional purposes, including portfolio presentations, social media, websites, and other marketing materials, unless otherwise agreed.
       

  3. Restrictions on Use

    • The Client may not modify, adapt, or alter the designs or branding materials without the Agency’s prior written consent.

    • Any use of the designs outside the scope of this Agreement will require prior approval and may incur additional fees.

  1. Included Revisions

    • The number of revision rounds included in the scope of work will be determined on a case-by-case basis, based on the agreed package or outlined in the project brief.

    • Additional revisions requested by the Client, beyond those included, will be subject to additional charges at the Agency’s standard hourly or project rates.
       

  2. Approval Process

    • The Client agrees to provide feedback and approval at each stage of the project. If feedback is not provided within 5 business days of submission, the Agency will proceed based on the last provided instructions, and additional charges may apply for any delays.

  1. Termination by Either Party

    • Either party may terminate this Agreement with written notice in cases of material breach or misrepresentation, or by mutual agreement.

    • If the Client wishes to terminate the project before completion, the Client must pay for all work completed to date.

    • Upon termination, the Agency retains ownership of all intellectual property created up until the termination date. The Client may acquire ownership of the intellectual property for an additional fee.
       

  2. Cancellation Fees

    • If the project is terminated prior to completion due to breach of contract or other reasons, a cancellation fee may apply, based on the work completed up until the termination date. This fee will be outlined in the Agency's standard terms and conditions.

  1. Confidentiality

    • Both parties agree to keep any confidential information, including creative concepts, business strategies, and personal details shared during the course of the project, in strict confidence.

    • The Client agrees not to disclose or share any confidential material without prior written consent from the Agency.
       

  2. Non-Compete

    • The Client agrees not to engage other designers or agencies for similar branding or creative work during the course of the project with the Agency.

  1. Client Information & Content

    • The Client is responsible for providing all necessary information, including but not limited to brand vision, target audience, content, and materials to be included in the final designs (e.g., text, images).

    • The Client must ensure that all materials provided are accurate and comply with relevant laws, including copyright laws.
       

  2. Liability

    • The Agency is not responsible for any issues caused by third parties, including printing or postal delays, or any loss of profit, business, or reputation incurred by the Client.

    • The Agency is not liable for errors or omissions in materials provided by the Client, including content related to specialist fields or areas of expertise.

  • This Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia. Any disputes arising from this Agreement will be subject to the exclusive jurisdiction of the courts of Victoria.

​Additional costs

  • Additional costs may be incurred for third-party products or services required during the course of the project, including but not limited to web hosting, domain registration, stock photography, intellectual property registration, typography purchases, and printing costs. These costs will be discussed and approved by the Client in advance.

This Agreement constitutes the entire understanding between the Agency and the Client regarding the services provided. Any prior agreements, whether written or verbal, are superseded by this document.

© 2024 by Foundry

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