This following Terms and Conditions apply to all Sale Agreements entered into, by and between Studio22 Pty Ltd located at 200 Scarborough Beach Road, Mt Hawthorn WA 6016, and the (“Client”), effective from the issue date.
All of the Intellectual Property contained in the application/product/service developed for the Client by Studio22, remains the property of Studio22, until all payments for products and services supplied in accordance with this Agreement are paid for in full.
2. POSSESSION OF PRODUCTS & DELIVERY
Once the application is deemed complete by Studio22 in accordance with this Agreement, and all payments have been received for said products, and in the case of a website, the site is ready to go live on the internet, the Client is deemed to have taken possession of the product.
Whilst every endeavour is made to adhere to the scheduled timelines, there are sometimes mitigating factors that will inhibit Studio22 ability to deliver projects on time. These may include the client being unavailable to provide information and/or approval, the scope of requirements expanding in a project, and unforeseen matters regarding third party suppliers.
During the course of this Agreement, either party may have or may be provided access to the other’s proprietary items or confidential information (“Confidential Information”). Each party agrees to maintain the confidentiality of the other’s Confidential Information in accordance with this provision and any separate nondisclosure agreement that expressly references the disclosure(s) between Studio22 and the Client. At a minimum, each party agrees that it shall not make the other’s Confidential Information available to any third party without the written consent of the other and that title and ownership of the Confidential Information provided by one party to the other shall remain the exclusive property of that party who has the right to possess the Confidential Information.
4. LIMITATION OF LIABILITY
Studio22 will not be responsible for any pre-recorded, registered, patented or copyrighted sounds, music, text, images etc. that the Client wishes to utilise. This is at the sole risk of the Client. The Client should seek independent legal advice if you are unsure.
Whilst all care is taken with system security, Studio22 will not accept responsibility for loss of data or security problems. Studio22 aims to take all the care needed to prevent this, but takes no responsibility should this occur.
Studio22 provides no guarantee of search engine registration, website functionality or statistics where the service is hosted externally.
Studio22 and its directors, employees, agents, contractors and related bodies corporate, are not liable to the Client for any losses, damages, liabilities, claims and expenses (including but not limited to legal costs and defence or settlement costs) whatsoever, whether direct, indirect or consequential, arising out of or referable to Studio22s opinions or advice.
5. TERMINATION AND CANCELLATION
Studio22 may terminate your account at its sole discretion in the event of serious breaches such as activities of an illegal or fraudulent nature, or any activity considered not in keeping with the ‘goodwill’ of the service. These include but are not limited to:
a) Spamming (sending unsolicited promotional electronic mail)
b) Downloading or storing of content that could be deemed ‘NC’ by the Australian Broadcasting Authority (ABA) or prosecutable under Australian Law. This includes things such as illegal software, software cracks and pornography.
c) Obscene material, fraudulent or deceptive statements, threatening, intimidating or harassing statements or material which violates the privacy rights or property rights of others, or is likely to be defamatory of another person or business.
d) Studio22 reserves the right to terminate the connection/account at any time if the service is used in a way in which Studio22 deems inappropriate.
If the Client fails to pay any amount herein provided within five (5) days after the same is due and payable; or if the Client fails to observe, keep or perform any other provision of this Agreement required to be observed; or if a petition is filed by or against the Client under the Bankruptcy Act or any amendment thereto (including a petition for reorganisation or an arrangement); or if a receiver is appointed for the Client and its property; or if the Client commits an act of bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or offers a composition or extension of any of its indebtedness; or if the Client, without Studio22’s prior consent, attempts to alter, modify, translate, decompile, disassemble, copy, sell, trade, transfer, encumber, pledge, or in any way dispose of the product or application; then Studio22 or its agents shall have the right to exercise any one or more of the following remedies:
a) Declare the entire outstanding amount of this Agreement immediately due and payable without notice or demand to the Client.
b) To sue and recover from the Client an amount equal to the unpaid balance of any amounts due, or to become due, during the term of this Agreement as well as reasonable legal fees and other expenses incurred by Studio22 in an attempt to enforce the provisions of this Agreement.
c) To sue for and recover damages for the Client’s default.
d) To demand and take possession of the website or application without demand or notice wherever the same may be located, with or without court order. The Client herby waives any and all damages occasioned by such retaking of possession of such website or application. Any said taking of possession shall not constitute a termination of this Agreement and shall not relieve the Client of its original obligations under this Agreement unless Studio22 expressly so notifies the Client in writing. Additionally, Studio22 shall have upon default such other and further remedies and rights as may be available at law by reason of the Client’s default.
Studio22 will commence projects according to the details specified in the brief provided to us or agreed to by the client. If the details of the brief changes, this may naturally affect costs, resulting in the quoted prices and time frames being altered.
Studio22 in the role of Brand Guardian, will ensure that all artwork to be committed to print, digital, signage, or broadcast medium is in alignment with overall brand objectives. Therefore, creative control rests with Studio22 in regards to finalised artwork. This includes press and radio advertising, TV broadcast, signage, digital media and printed media.
All finalised creative concepts shall be signed off by the client before production work is to commence. Final sign-off for all artwork/scripts, etc, is the responsibility of the client. Careful consideration must be given from the client’s end as to the accuracy of the information, particularly in the case of products and pricing.
Upon presentation and inclusion of all images and text and after all functionality has been installed (in terms of the signed contract) the site is deemed complete and the Client will have fourteen days to advise of any changes. Failure to notify Studio22 within the fourteen days will result in the contract being considered duly completed with all outstanding monies becoming immediately due and payable. The Client shall not unreasonably withhold information nor create unnecessary delays for Studio22 to complete their obligations in terms of this Agreement. Studio22 will not be responsible for any delays created by the Client.
a) Studio22 reserves the right to levy additional charges for concept redesigns beyond the initial design concept.
b) Studio22 reserves the right to access statistical data derived from the Client’s website and use it for its own purposes, including, but not limited to effectiveness analysis and promotion.
c) Studio22 reserves the right at all times to promote (or not promote at its discretion) a Client’s website for the purposes of Studio22’s own marketing through appropriate means; including, but not limited to, the placement of the Studio22 logo and hyperlink on all pages and listing of the Client’s website in a Studio22 directory.
d) Studio22 provides no guarantee as to the time it will take to build the Clients website unless expressly stated to the contrary on the sales contract.
Studio22 build web sites according to the strict discipline of Web Standards as outlined and recommended by the W3C (World Wide Web Consortium). This means that your web site will be available to the widest audience possible by working across several platforms (PC, Linux and Macintosh) on the most common web standards compliant web browsers, which includes Firefox 3+, Safari 4+, Google Chrome 2+, and Internet Explorer versions 9+.
Studio22 provides no guarantee that web sites built will be 100% compatible with all mobile devices including smart phones and tablets, unless the contract specifically includes the development of a responsive website.
9. WEBSITE PRODUCT UPLOADS
Upon request Studio22 will be responsible for uploading no more than 20 of your products to your web site. Additional product uploads (in excess of 20 products) as well as bulk product uploads may be arranged at an additional cost and these costs are quoted on request.
10. SEO, ADWORDS & SOCIAL MEDIA ADVERTISING
a) SEO results (increased traffic and higher rankings) can take many months to materialise as results are subject to many variables.
b) For this reason Studio22 strongly recommends that the Client commence a paid advertising campaign simultaneously, which can provide immediate search results
c) An advertising spend deposit equivalent to 1 months spend as stated in the sales contract must be paid by the Client prior to the commencement of the Campaign. The deposit will be refunded to the Client upon request at the end of the contract.
d) Management Fees will be billed by Studio22 monthly and paid by the Client via direct debit.
e) Advertising spend will be billed to the Client by Studio22 at the end of each month and paid in the same way as in d)
f) Studio22 will provide the Client with a detailed Ad Spend Report which will be accompanied by a Tax Invoice reflecting the payment made in e)
g) It is the Clients responsibility to provide to Studio22 in writing any variation requested to the Clients monthly advertising spend
h) All intellectual property associated with Studio22’s search engine optimisation (“SEO”) service will be removed upon cancellation of the search engine service by the Client.
i) Studio22 and its search engine optimisation services provide no guarantee of any nature to the client, with respect to search engine rankings, positioning, traffic and the resultant demand for, or sales of, the client’s products or services.
11. PAYMENT TERMS
a) Tax Invoice: This Agreement constitutes a tax invoice upon signature by the client in the Client Acceptance section.
b) Deposits: Upon the Client signing the Studio22 contract no refund will be given. With regard to scoped projects, printing and or media bookings Studio22 will require a deposit prior to work commencing. Progress payments will then be invoiced consistent with delivery of project benchmarks or at an agreed monthly rate unless otherwise negotiated.
c) Web Hosting Monthly Subscription: Once the Client’s website goes live Studio22 will provide secure high speed website hosting; Google Analytics reporting; CMS upgrades, technical support and a dedicated account manager.
d)*Web Hosting Monthly Subscription: The monthly charges for these services will commence on signing of contract, unless specifically stated. In the case of a contract renewal the first installment will commence 30 days after the Clients final payment on the existing contract. The client may cancel any subsequent term by giving 30 days written notice prior to the commencement of that term. The renewal will cover the same services
as contained in this contract. The rate payable will increase by the annual CPI for each successive period. The payment method that forms a part of this contract will be used to process payments for any subsequent terms.
e) Studio22 reserves the right to suspend the hosting service due to non-payment of any amount owing on this contract at anytime subject to 14 days written notice.
f) Studio22 reserves the right to charge a processing fee for any payments by the Client that are referred to drawer.
g) Refund and Cancellation Policy: All payments are non-refundable as ample opportunity and choice is provided to the Client prior to acceptance of the contract. It is the responsibility of the client to ensure our products and services are suitable for their purposes by assessing this via consultation with our consultants. Our only obligation is the delivery of the products and services you have purchased. If you cancel your contract,
cancellation fees will be payable equal to the total contract value less any payments already made.
h) Quotes provided by Studio22 are valid for 30 days.