Terms of Service and Contract of Engagement
Terms of service. Last updated May 1st 2025.
Working with Studio Malt In performing their respective obligations under this “Terms of Service and Contract of Engagement” the parties agree that their relationship is that of independent contractors and not that of partners, joint venturers, agents, employees or part-time employees of the other party.
The Designer (the “Designer”) is hereby defined as: Malt Creative Pty. Ltd (T/A Studio Malt), conducting business from Warehouse 14, 28 Down Street Street, Collingwood, Victoria, 3066, Australia or remotely at staff members principal home location.
The Client (the “Client”) is hereby defined as the individual or businesses that enters into the written agreement with the Designer.
By entering into this terms or service agreement, the Client has commissioned the Designer to proceed with branding, print design, web design, web development and web support services beginning on a date agreed to by the Client and agrees to the terms and conditions as set forth in this Agreement.
1. Workdays
A standard workday for the Designer is Monday through to Friday, 9:00 to 17:30 inclusive.
2. Ratecard
Hours worked will be billed at $275.00 ex GST per hour, billable in 15 minute increments. Hours work in overtime (outside of the of the previously outlined workday i.e. the weekend) will be billed at 200% of the standard hourly rate. Any expenses exclusive of normal overheads (Billable hours) are not included in this agreement and will be billed separately. Examples of such expenses are: delivery and courier services, travel beyond 50kms from the Designer’s facilities, and meals when travelling beyond 150kms. All invoices will be net 14 days. At the time of the client’s signed acceptance of this estimate or quotation, indicating acceptance of the terms of service, a non refundable deposit of between 20-50% of the quoted fee will become immediately due. This non refundable deposit charge may vary based on previous working conditions with The Designer or credit checks that can be undertaken by The Designer if The Designer feels the need at the commencement of a working relationship. Work on the project will not commence until The Designer has received this amount.
3. Maintaining Confidentiality of your Tender or Project Proposals
Studio Malt is committed to maintaining the confidentiality of all information related to your tender or project proposal.
4. Payment Options
The client will be provided with an approval form or invoice prior to final publication or launch. At this time any remainder billable amounts of a project will become payable and the client will also be required to sign and return the approval form to the Designer. Payments may be made by electronic funds transfer or credit card made payable to the Designer. Publication and/or release of work done by the Designer on behalf of the client, may not take place before cleared funds have been received. The Designer reserves the right to consider an account to be in default in the result of non-payment within a time period that is stated by the Designer.
5. Default Accounts
An account shall be considered default if it remains unpaid for a period of time that is seen as unacceptable by The Designer. The Designer shall be considered entitled to remove The Designer’ and/or the client’s material from any and all computer systems or not release full working files, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to services outlined in the Description of Design and Development Services (below). Accounts that become default agree to pay the Designer reasonable legal expenses and third party collection agency fees in the enforcement of these terms of service.
All costs not explicitly included in the Terms of Service will incur additional charges, including but not limited to: copywriting, complex custom illustration, video and sound production, purchase of printing, purchase of fonts or photography, purchase of domains or website hosting, search engine optimisation (SEO), search engine marketing (SEM) and digital/social media marketing.
6. Ownership and Usage
The Designer assigns all rights to the approved outputted work to the Client upon full payment for the billed work. The Client grants the Designer the right to copy, display, modify, and distribute the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes and the marketing of the Designer’s business. Where applicable the Client will be given any necessary credit for client ownership, or usage of the project elements. Working files used to construct or manipulate a document will remain exclusively owned by the Designer. The Designer may license the rights to working files under its own discretion. A fee may become payable to license and release working files.
The Client attests that all content provided by the Client to the Designer is content that the Clients or for which it has secured all necessary intellectual property rights to use for the project and for the Designer to use as outlined above. The Client agrees to indemnify the Designer against all intellectual property claims brought against the Designer for their use of the Client’s work in their portfolio and will be responsible for Designer’s reasonable attorney’s fees and damages assessed against Designer relating thereto.
In developing any brandmarks, the Designer will take care to keep the brandmarks distinctive. The Designer’s efforts shall not include a complete trademark clearance search, and should not be relied upon by the Client to verify originality or protectability of the marks. It is Client’s responsibility to retain the services of a trademark search firm or intellectual property attorney for trademark clearance searches and opinions on protectability.
7. Copyright and Intellectual Property
Copyright is retained by the Designer on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing or after all costs have been settled at which time copyright in the aforementioned design work is assigned to the client. If a choice of design is presented, only one solution is deemed to be given by the Designer as fulfilling the contract. All other designs remain the property of the Designer, unless agreed in writing that this arrangement has been changed.
The client may request in writing from the Designer, the necessary permission to use materials (for which The Designer holds the copyright) in forms other than for which it was originally supplied, and the Designer may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, development code or other data to be used. By supplying images, text, or any other data to the Designer, the Client grants the Designer permission to use this material freely in the pursuit of the design. Should the Designer, 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 the Designer to remove and/or replace the file on the site. The client agrees to fully indemnify and hold the Designer 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 permission.
8. Confidential Information
In consideration for access to “Confidential Information” exchanged between parties, the Designer and the Client agree to; (a) keep all information provided relating to business and/or marketing plans, discussions, research, graphic design and marketing related programs and processes under development in strict confidence; (b) disclose this information solely to individuals who have a signed nondisclosure agreement to receive this information; and (c) label Confidential materials, whether transmitted orally, electronically or on paper, with the word “Confidential” or some similar warning. Upon the request, each party shall return all written or other descriptive materials containing Confidential Information to the requesting party. Each party may retain one archival copy of the Confidential Information, solely for the purpose of determining its obligations under this Contract.
Confidential Information shall not be deemed proprietary and the recipient shall have no obligation with respect to such information where the information: (a) was known to recipient prior to receiving any of the Confidential Information from Discloser; (b) has become publicly known through no wrongful act of recipient; (c) was received by recipient without breach of this Contract from a third party without restriction as to the use and disclosure of the information; (d) was independently developed by recipient without use of the Confidential Information; or (e) was ordered to be publicly released by the requirement of a government agency.
9. Scheduling and Cancellation
The Designer and the Client are expected to maintain the schedule previously outlined. Cancelling or rescheduling projects requires a minimum of 7 days notice via e-mail to the Designer. If the Designer fails to receive notice by e-mail of a cancelled or rescheduled time, the time will be billed as previously outlined in this agreement. If the Designer fails to provide proper notice of a cancelled or rescheduled time, the time will be made up at the earliest possible date, so as to provide proper service for the compensation previously outlined. If the day cannot be rescheduled, the Designer will reimburse or credit the Client for the unworked day. Notice of holidays where either the Client or the Design is not available for work, should be provided in writing prior to the commencing any scheduled work.
Each party shall use commercially reasonable efforts or fulfil its obligations here under, but shall in no event be responsible for any failure or delay in performance due to any catastrophe, act of God or government authority, civil strife, health crisis, or any other cause beyond the control of such party. Neither party shall be liable to the other for any consequential, indirect, special or punitive damages, even if such damage were reasonably foreseeable.
10. Revisions and Alterations
The client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the project quotation will be liable to a separate charge. For all digital work, a 180 day technical maintenance period of development defects will apply. Any issues with the digital deliverable will be covered by this period. The Designer’s team members at our pay per incident support rate or included support will look at any issues with the digital deliverable outside of this period. 100% of the quotation amount is payable before any work commences on any such revision of alteration digital project.
11. Modifications of these Terms of Service
The parties may modify this Contract by mutual agreement on 30 days’ written notice. “Written notice” includes, but is not limited to e-mail so long as the parties explicitly state that they are modifying this Contract.
12. Termination
This agreement may be terminated on 30 days’ written notice by either the Designer or the Client. All materials furnished by the Client will remain the property of the Client and will be returned upon request, no more than 15 days from the termination of this agreement. Termination during any project design or development execution will result in forfeiture of future time retained by the Designer, and any unpaid invoices will be paid immediately.
13. Errors and Omissions
The Client has the responsibility to proof-read and examine all work produced during the project. Therefore, the Client is ultimately responsible for any typographical, spelling, grammatical, copy, photographic, illustrative, layout or other errors or omissions discovered after printing or reproduction, or for any work or services performed by any party selected by the Client.
14. Change of Control
Where the Designer uses third parties to offer ongoing support, these are subject to the ‘Change of Control’ conditions. If, for unknown reasons, a third party service provider of the Designer no longer can or will deliver service/s to the Designer and our clients, they will arrange a copy of all data (both raw and formatted) to you the client, and arrange the migration of the above to a new service provider. Costs and terms & conditions of any new service partner are subject to change in the unlikely event of a change of control occurring. All data (both raw and formatted) is owned by our clients as long as the client has paid for all services rendered and this can be requested at any time for reasons such as migration and/or change in service provision.
15. Third Party Pricing
The designer does its best to supply you with the most current and up to date pricing on all third party products including but not limited to Hosting, Domain Names, SSL Certificates, Private IP Addresses and Search Engine Optimisation services. It is the discretion of these third party providers to increase costs at any time, and therefore will void any estimations made in quotations or online. Estimations through the Designer are guaranteed for the first year of service provided to the client through the designer.
15. Third Party Alterations
The Designer holds no responsibility for any amendments made by any third party, before or after a design or development project is published or launched. It is to the discretion of the Designer to continue to support design or development projects where amendments have been made by any third party. Additional costs may be incurred by the client where the Designer is required to support and alter third party amendments to ensure the correct function, operation and/or finished artwork.
16. Entire Agreement “Terms of Service”
This Contract constitutes the entire agreement between the parties with respect to this subject matter and supersedes all prior written and verbal understandings and agreements relating to it.
A party does not waive any right under this Contract by failing to insist on compliance with any of the terms of this Contract or by failing to exercise any right granted by the Contract.
If any provision of this Contract shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Contract, the validity of the remaining portions or provisions hereof shall not be affected hereby. The parties agree to replace such illegal, unenforceable, or conflicting provision with a new provision that accomplishes the original intent of the parties and has the most nearly similar permissible economic, legal or other effects.