Definitions

In this agreement, unless the context requires otherwise:

Designer means The Trustee for Burling Family Trust trading as 'By Chantal'

Client means any person who acquires or agrees to acquire Services from the Designer

Order means any purchase order provided by the Client to the Designer and includes any acceptance by the Client of a tender, quotation or offer made by the Designer

Services include branding design, website design, graphic design, and related creative services

Intellectual property (IP) refers to creations of the mind that are legally protected and grants exclusive rights to its creator or owner including, but not limited to concepts, ideas and designs

Force Majeure Event means any event outside the reasonable control of a party that cannot be prevented or overcome by reasonable care

Application Of Terms

All services provided by the Designer are subject to the following terms and conditions. Any conflicting terms proposed by the Client will not be binding unless expressly agreed to in writing.

Prices, Sales Terms & Payment

Prices

Where the Designer provides a quoted price to the Client, the quoted price will be subject to these terms and any specific terms set out in the quote. The specific terms in any quote provided by the Designer will prevail to the extent of any inconsistency with these general terms and conditions of supply.

Variations

The Designer is not obliged to perform any variations to the Services specified in the Order. If the Client requests any variations or if they become necessary, such variations are subject to mutual agreement between the Designer and the Client. If such agreement cannot be reached within a reasonable time, the Designer will be entitled to payment for all Services performed up to the time that it is determined by the Designer that agreement cannot be reached.

Payment

Payment terms will be defined on each invoice issued to the Client or for any quoted works, terms specific to the quoted project will be set out in the quote.

Default of payment

The Client indemnifies the Designer against all costs which the Designer may incur in recovering any sums due to be paid by the Client to the Designer under this agreement, including debt recovery fees, court fees or legal fees. The Designer has the right to refuse to supply Services or suspend the supply of Services if the Client does not strictly observe the terms of payment set out in an agreement and will not be liable for any loss resulting directly or indirectly from such action.

Client Responsibilities

To assist the timely supply of Services, the Client is responsible for the following:

• Provide all necessary content and materials in a timely manner
• Supply required access to platforms or systems
• Provide clear and consolidated feedback
• Ensure all provided materials are legally permitted for use

Rights & Ownership

• The Designer asserts that all designs created are original and will secure necessary permissions for any third-party assets used. Upon final payment, IP rights of the final design are transferred to the Client.
• Final payment ensures that only the agreed design becomes the Client’s property. Any previous/unused ideas/concepts remain the property of the Designer.
• Each party agrees to indemnify the other against any claims of infringement of IP rights.

Cancellation & Termination

The Client may terminate an Agreement at any time by providing fourteen (14) days' notice in writing to the Designer. In the event of any such termination and without prejudice to any other rights, the Designer shall be entitled to recover as a debt due and owing all costs and expenses reasonably incurred by it prior to the termination notice, in expectation of completing the whole of the work.

If the Client:

• Fails to respond to communication from the Designer for fourteen (14) days;
• Fails to comply with any of the terms and conditions of an Agreement; or
• Fails to make payment in accordance with an Agreement, then the Designer may, at its sole discretion, suspend or postpone any delivery or performance of any services without being liable for any loss or damage suffered by the Client in that regard or terminate an Agreement by notice in writing to the Client.

Upon termination and in addition to any other rights the Designer may have, the Designer shall be entitled to recover all costs incurred by it.

Termination pursuant to this clause shall not affect any other rights or remedies that the Designer may have.

Delivery & Risk

• The Designer will not be liable for any failure to meet its obligations under an Agreement if such failure is due to a Force Majeure Event.
• The performance by the Designer under an Agreement is subject to the availability of materials necessary to enable the Designer to fulfil an Agreement. The Designer will make reasonable endeavours to fulfil an Agreement within the dates specified, but in no event will the Designer be liable for any claim, cost, loss, expense, or damage resulting from any delay in delivery of performance or for any failure to deliver beyond its reasonable control. In no circumstances will the Designer be liable for any delays caused by the failure of the Client to provide necessary information in a timely manner.

Limitation Of Liability

The Designer’s liability is limited to the amount paid for the project. Under no circumstances will the Designer be liable for any of the following:

• Third-party claims against the Client for losses or damage.
• Any liability, losses, damages, or costs incurred to the extent that they were caused or contributed by the Client’s failure to perform its obligations under an Agreement or any wrongful or negligent act or omission of the Client, its officers, employees, or agents.
• Any indirect, economic, incidental, special, or consequential loss (including loss of profits, savings, or funds) even where the Designer was informed of their possibility.

General

The terms and conditions set out in this Agreement may only be varied in writing signed by the Designer. Any failure of the Designer to enforce any of the terms and conditions of this Agreement will not be deemed a waiver of future enforcement of that or any other provisions of this Agreement.