Terms & Conditions

In the following Terms and Conditions, Oliver Black Pty Ltd is referred to as “OB”, and the client is referred to as “the client”.

1. Amendments
OB reserves the right to change this document at any time, at which time a notice will be posted on the OB website advising of date of such changes. The following Terms and Conditions of Service apply to all products and services provided by OB.

2. Acceptance of Terms & Conditions
All work is carried out by OB on the understanding that the client has read, understands and agrees to be bound by OB Terms and Conditions.

3. Quotations
Upon requesting a quote, the client will be sent a written confidential quotation in electronic format. The quote will outline the costs for services requested, and will include an estimated time-frame of delivery.

All quotes are valid for 14 days only, and are subject to change should the scope of requested project change, or if more resources are necessary to complete the project than originally anticipated. Any changes to quotes will be in consultation with the client.

4. Project Acceptance
The written quotation supplied by OB will outline any required fees and costs that must be paid prior to work commencing on the project. Expressed acceptance of the quotation by payment of the required booking or commencement fees signifies the clients acceptance of OB’s Terms and Conditions. Once payment is received, a contract to complete the work exists.

Should the required fees not be received by OB within 7 days from quote acceptance, the quote is considered null and void. Should the client still wish to continue with the project, a new quote will be required.

OB sometimes accepts work on a booking basis. This is a “First come, first served” arrangement and in order to confirm your booking, a non-refundable deposit of 20% of the quoted project costs will become immediately due to secure the booking at the quoted price.

5. Briefs and Changes to Projects
Once the project quote has been accepted, the client is required to submit a final, authoritative Project Brief outlining the total project scope. This document encapsulates and includes the Web Design Brief, Logo Design Brief, Copywriting Brief, Custom Programming Brief and/or other briefs as required to define the project. These documents will be used as the primary source of information during the development process, and become the base upon which the whole project rests.

Should any of the above-mentioned briefs supply information that differs to or contradicts information supplied by the client during the initial quotation process, OB reserves the right to alter the project costs and time lines appropriately in consultation with the client. OB retains the right to decline to carry out any work not detailed in the original quote request, without giving reason.

Should the client wish to alter the description or nature of the project, the client will submit a written request to OB to provide additions to the project, or modify the scope of the project.

After receipt of this request from the client, OB shall provide the client with a written statement (“Change Brief”) setting forth:

1. The nature of the change requested,

2. The anticipated effect of implementing the requested changes upon the related Project Brief

3. Any changes to the estimated time of delivery and price adjustments, and other such information as either OB or the client deems material.

After submission of a Change Brief to the client, the client shall accept or reject it in writing within 5 business days. If the client fails to accept the Change Brief, the original unmodified Project Brief shall remain in effect.

Once the client accepts the Change Brief, the change brief becomes part of the authoritative Project Brief.

OB retains the right to decline changes outside of the original project scope, without giving reason.

6. Deadlines and Delivery Dates
OB shall use commercially reasonable efforts to meet all project schedules and requested delivery time frames agreed upon in the Project quote. Such scheduled dates and delivery time frames in all cases represent estimates or targets only, and should never be accepted either explicitly or implied as a guarantee of delivery on or prior to the above-mentioned dates.

All estimates are given based on original project scope, and as such any extra requirements or work required during this period may affect delivery targets.

The client agrees not to hold OB liable for any losses associated with project delays.

7. Design
During the design process, it is expected that the client will work with OB to reach the results outlined in the project briefs. This includes providing timely feedback on creative’s presented, as well as a willingness to clarify and elaborate on details as required.  The client must at all times work with OB to achieve the outcomes specified in the Project Brief.

Any discarded concepts, ideas, designs and/or code remain the property of OB, and must not be used by the client under any circumstances, unless purchased separately.

The client grants explicit permission for OB to use above-mentioned final components for self-promotional purposes.

While OB takes all care to ensure error-free documents and designs, it is the clients’ responsibility to notify OB of any error or omissions prior to finalization of the account. Changes after finalization of accounts will incur a separate fee.

8. Project Completion
A project is deemed complete when the requirements detailed in the authoritative Project Brief are fulfilled by OB. Project Acceptance is otherwise implied by;

1. Written acceptance of the project by Client

2. Use and/or distribution of files or designs by Client

3. Failure of Client to respond to requests for information after 30 days.

9. Rights of Ownership

The final design deliverables will be provided in press ready PDF format only. All other working files, native files and so forth Including AI, PSD, EPS, INDD will remain the property of Oliver Black. Equally all Commercial Fonts used, will require you to obtain a license from the respective vendors.

10. Maintenance
Any changes in design, functionality of the website, upgrades or enhancements or content changes are considered “maintenance”. Maintenance rates of $120 + GST per hour will apply to any work carried out by OB.

OB calculates maintenance fees based on 15-minute blocks (i.e.: $30), and will invoice the client for such fees on a monthly basis. Payment of said fees shall be made in accordance with section 12 of these Terms & Conditions.

Maintenance is only available for completed websites hosted on the OB servers. For modifications to a project-in-progress, please refer to section 5. “Briefs and Changes to Projects” above.

11. Training and support
A basic knowledge of computers, internet, and email is necessary to operate and update a website.

OB provides website clients with manuals and information pertaining to any software created and provided by OB. A self-help knowledge base is also provided for customers to aid in the operation of software.

Support for software not created by OB should be directed towards the manufacturer.

Unless explicitly stated in your quote, training of software is not included in your quote. Where training is required for more than 10 minutes, an hourly rate of $120 + GST will apply. This includes but is not limited to email and phone support.

12. Payment Terms
Prior to commencement of any design or programming, a non-refundable commencement fee of 50% of the project costs is due for websites or development work or 50% for logo or print work.

During periods of extremely high-demand, OB accepts work on a booking basis. This is a “First come, first served” arrangement, and in order to confirm your booking, a non-refundable booking fee of 20% of the quoted project costs will become immediately due.

For all projects exceeding $1000, a non-refundable progress payment may be required from time-to-time during the design and/or development process, at the discretion of OB. Progress payments are generally in 20% intervals. Should the client be issued with a progress payment invoice, the amount is payable before further work is performed on the project, failure to pay progress payments may result in project cancellation.

Generally, payment terms are structured as below:

Websites
1. Design commencement: 50% of project costs payable prior to the commencement of the design.

2. Design Approval: 20% of project costs due once your website mockups are ‘approved for development’

3. Website completion: 20% of project costs due upon creation of your website in HTML

4. : Final 5% of costs due upon website completion and prior to site launch

Additional requests during a project #OOS Out Of Scope

From time to time a client will request extra features or design work during a project. Should additional features not initially quoted for be requested during the design process, full payment will be required in advance and prior to implementation.

In the event that extra design or development work is required during the project (on an hourly rate basis), an invoice will be issued upon completion of the work, payable prior to delivery of work.

Logo, print, digital & illustration work

Full quoted cost is due upon commencement of design

Booking fee
In the event that a client books logo, illustration, print design jobs in the future or along with a web design project, 50% of quoted costs will be due upon booking, and the remaining 50% will be required upon design commencement.

Additional design work during a project
From time to time a client will require extra design requirements during a project, or extra files upon completion of a project.

Should additional design not initially quoted for be requested during the design process, a progress payment will be payable prior to further work being carried out. Otherwise, all additional costs will be added to the final invoice, payable prior to delivery of design files.

Publication and/or release of work performed on behalf of the client by OB may not take place before cleared funds have been received.

Any booking fees, design commencement fees, or progress payments are non refundable under any circumstances.

13. Paying your Account
Unless otherwise stated in writing by OB, Client shall pay all amounts due under this Agreement within 7 days from the date of OB’s invoice. Payment is accepted by Direct Deposit or Credit Card. Credit card payments shall be made via Paymate. All fees and charges by credit card via payment are the responsibility of the customer.

14. Late payments & Default
Accounts which are not paid within 7 days will incur a late administration fee of $60+GST. Accounts which remain outstanding for 14 days after the date of invoice will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding.

An account shall be considered in default if it remains unpaid for 30 days from the date of invoice, unless prior arrangements have been made. OB shall at it’s sole discretion suspend any and all services provided to the client by OB or it’s subsidiaries (including but not limited to hosting, websites, 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 it’s obligation to pay the due amount.

Clients whose accounts are in default agree to pay OB reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.

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

15. Project Cancellation
Once a quote has been accepted by the client, by way of payment of a deposit, a binding contract to complete the project exists. Work may only be cancelled or amended with the agreement in writing of OB. In any event, the cost of all work (or part thereof) performed by OB for the Client, whether used by the Client or not, will be billed at the hourly rate of $120 per hour + GST not to exceed original quote.

“Work” is defined by, but not limited to the following:

1. Consultation with the client or any third parties in relation to the project

2. Research

3. Planning

4. Sketching

5. Briefing

6. Setting up accounts

7. Design work

8. Programming work

9. Administrative functions

10. Copywriting

11. Providing information, referrals or otherwise supplying client with resources at clients request.

OB reserves the right to withhold files and designs from a client in the event of cancellation, until such time as all outstanding invoices for work performed by OB have been paid for. The client is expressly prohibited from using any files, designs, or intellectual property supplied by OB for any purpose until such time as all accounts have been settled in full, or as otherwise agreed to in writing by OB.

OB reserves the right to terminate a contract without giving reason.

In the event of cancellation, OB will retain all deposits and payments made until the time of cancellation, and may issue an invoice for any work carried out over and beyond the amount already paid.

Cancellation of your project with OB does not dissolve your obligations to OB under these Terms and Conditions.

A project is ONLY deemed cancelled if;

1. A client requests in writing a cancellation and OB agrees in writing that a client may cancel their project with OB

2. A client does not respond to request for feedback, or correspondence within 30 days

3. A client breaches the terms and conditions set forth by OB, or breaches separate contractual agreements issued by OB

4. A client instructs third parties to commence or complete services requested from OB at time of quotation

5. OB cancels the project in writing

16. Dispute Resolution
In the event of a dispute, the client agrees to make all reasonable attempts to contact OB in writing and negotiate a reasonable outcome with OB before proceeding with any form of litigation.

17. Additional Materials
It is common with web and graphic design that the use of additional materials may become necessary during the design process. Stock photography or commercial fonts are often used and are purchased commercially for your designs by OB. In the event that stock photography or a requested commercial font is required, a price per picture and per font will be applied to the final design fees, and is payable in addition to design services. Fees for additional materials vary, and OB reserves the right to alter fees as necessary.

18. Copyrights and Trademarks
By supplying text, images and other data to OB for inclusion in the client’s website or other medium, the client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the client, or rightful copyright or trademark owner.

Ownership of the final artwork designed by OB on behalf of the client will be transferred to the client upon final payment, unless otherwise specified by OB – this does not include code or software. Copyright on all software and code remains the property of OB or its otherwise respective owners.

OB provides license for the client to use supplied software and code for it’s intended purpose only. No license for modification or re-use of said software or code is provided unless otherwise specified by OB in writing.

Any discarded concepts and ideas remain the property of OB and must not be used by the client under any circumstances unless purchased separately.

OB may use all design material freely in the pursuit of promotional purposes.

Should OB, or the client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright- and royalty-free, which subsequently emerges to have such copyright or royalty usage limitations, the client will agree to allow OB to remove and/or replace the file on the site.

The client agrees to fully indemnify and hold OB free from harm in any and all claims resulting from the client in not having obtained all the required copyright, and/or any other necessary permissions.

19. Design Credits
The client agrees to allow OB to place a small credit on printed material, exhibition displays, advertisements and/or in the case of a web design or development, a link to OB’s own website on the client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.

In the case of digital illustrations, credit must be given where asked. Should a derivative work be based on illustrations by OB, OB must be credited if asked for credits at all.

The client also agrees to allow OB to place impressions of websites and other designs, along with a link to the client’s site, on OB’s own website for demonstration purposes, and to use any designs in its own publicity.

Removal of any design credits will incur a fee at the discretion of OB, payable within 7 days of invoice.

20. Rights of Refusal
OB reserves the right to refuse work with any person or on any project, at anytime, without giving reason.

OB will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. OB also reserves the right to refuse to include submitted material without giving reason.

Any images and/or data that OB does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the client is obliged to allow OB to remove the contravention without hindrance, or penalty. OB is to be held in no way responsible for any such data being included.

21. Hosting & Server Access
Websites are hosted by OB.

Due to copyright and protection of OB propriety software and design procedure, a website must be housed on the OB servers for a minimum of 6 months from date of website “Go live”. After this time, a website and files at the discretion of OB may be removed from the OB servers with written permission by OB, at a cost of $360 + GST.  This fee includes provision of the website files and database in .zip format, and reasonable technical assistance in the migration to the new hosting server (not to exceed 2 hours).

At no time during the initial 6 month hosting period may a third-party be allowed access to the raw files or databases stored on OB servers, under any circumstances, without the written permission of OB.

OB reserves the right to refuse removal, release or access to any files or material which OB thinks may be used by competing businesses for financial gain or which may in any way expose OB’s trade or operational secrets.

22. Disclaimer
OB is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The client agrees not to hold OB responsible for any such loss or damage. Any claim against OB shall be limited to the relevant fee(s) paid by the client. OB reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. OB will not knowingly perform any actions to contravene these and the client also agrees to be so bound. OB and its clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered.

23. General
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. OB reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.