TERMS AND CONDITIONS
Below are Cloud Cartel’s (throughout this document will be referred to as CC) standard terms and conditions. It is vital that you (The Client) please take time to read through thoroughly and ensure you fully understand these terms and conditions and their implications before you commence any project with CC. Please also note that from time to time CC may need to alter these terms and conditions without notice. Please contact us if you do not understand any of the terms and conditions in this document.
Commencement of work – Agreement to work with, and submission of a design brief and payment of deposit to CC constitutes agreement to these terms and conditions.
Payment Terms – “The Client” agrees to pay a 50% deposit of the quoted amount to commence any project, with the balance payable prior to delivery. Once research, resources allocated or design work has commenced on a project, this deposit is non-refundable. In the case of a change of mind by “The Client” this deposit is non-refundable. CC endeavours to provide services that meet and exceed a client’s needs and expectations, but in the event of a “change of mind” (after a project has commenced) by “The Client”, the initial 50% deposit is forfeited, plus a prorata payment based upon the time spent. If the work time exceeds 4 calendar weeks in duration, “The Client”agrees to a progress payment of 50% of the balance per month until the conclusion of the project, with any outstanding amount payable in full upon delivery. All printing and third party accounts must be settled in full prior to the release of the files to the third party supplier. 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. If you are having difficulty paying your invoice, please get in touch as soon as you are aware of the issue, so we can discuss a solution that works for your company.
Design samples – “The Client”also agrees to allow CC to showcase any/all work created in the course of a project as part of CC portfolio. Cloud Cartel acknowledges the confidential nature of projects and agrees to only display project work once product/site has been publicly launched/commences.
Force Majeure – CC shall not be liable for any failure or delay in supply or delivery of products/services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of CC. Including but not limited to war, natural disasters, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.
Fees for service – It is agreed that the fee for service shall be the cost estimates provided via email, unless work undertaken exceeds work outlined. If work undertaken exceeds the items specified in the quote, “The Client” agrees to pay appropriate fees for the excess work, outside the scope of the original agreement. Where ever possible the client will be notified of increases in the scope of the project.
Excess work – This is defined as any work involving additions to the list of items defined in the Estimate of Services/ Quote or changes to all pieces of finished artwork after sign off by an authorised representative of “The Client”. From time to time “The Client” will require extra design requirements during a project, or extra files upon completion of a project. The client will be informed that the alterations or changes requested fall outside the scope of the original estimate. If the client wishes these alterations to be made they must agree in writing, and a fee of $180 (plus GST if applicable) per hour will be payable. 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 “Cloud Cartel” may not take place before cleared funds have been received. Any booking fees, delivery fees, design commencement fees, or progress payments are non-refundable once work has commenced if the contract is terminated by the client, after work has commenced.
Liability & Litigation – It is agreed that all work and materials provided for “The Client”by “Cloud Cartel” will be free and clear of all liens and encumbrances and may be lawfully used by “The Client” without infringing upon the rights of others including, and without limiting the generality of the foregoing, any copyright trade secret patent or trade mark rights of any third party. It is agreed that “Cloud Cartel” indemnify and hold “The Client” harmless from and against all claims for injury or death to persons or damage to property (including cost of litigation and legal fees) caused by, arising from or incidental to the services to be performed during the performance of the work outlined, except any such claims which are caused by the negligence of “The Client” or its employees, and it is agreed that we shall notify “The Client” in writing of full details of any such claim. Under no circumstances shall Cloud Cartel be liable to “The Client” for an indirect or consequential loss suffered by “The Client” relying on the information included in the supplies prepared by Cloud Cartel including (without limitation) loss of profit, loss of contracts or pure economic loss. Any liability is strictly limited to the direct losses associated with remedial costs of the supplies only, not to include claims for delays, out of sequence working, non productive overtime, award of costs, etc. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.
Approval of Final Artwork – While Cloud Cartel takes all care to avoid errors, Cloud Cartel accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production. It is the “Client” responsibility to proof read and approve all final copy before the production of artwork. The email verification of the Client’s representative shall be conclusive as to the approval of all artwork prior to their release for printing, implementation or installation. No refunds or reprints are given after a final approved design has gone to print due oversights by “The Client’s” proof reading.
Print Returns And Refunds – It is agreed that the Cloud Cartel is not responsible or held liable for any errors contained in the final product after the final product has been approved by the client, (approval may be given in writing), committed to print or posted in view of the public. CC will not be held responsible for and changes or amendment made after approval. It is the sole responsibility of the client to notify CC of any such errors during the revision cycle and before the final files have been generated. In the event of a need to reprint due to errors in content, the client must inform Cloud Cartel within 3 days of product acceptance, and must return the product (at the cost of the client) within 10 days of acceptance for assessment. As with all print projects, payment for re-printed project MUST be prepaid.
Print – Colour Variations – With all printing there may be some colour variations from what you have seen on screen to what the final product looks like and previous orders. This is due to the nature of CMYK printing and bulk-run printing system. There will be no reprints at the expense of Cloud Cartel.
Copyright – Cloud Cartel retains full ownership of design concepts and materials it produces. Unused concepts remain the property of Cloud Cartel. CC may still use paid-for concepts in its promotional materials and in its design portfolio. Unless the client requests otherwise, Cloud Cartel retains the right to display a small byline claiming design credit on works it produces, except for corporate stationery. Cloud Cartel reserve the rights to certain elements used to create your projects including RAW files, fonts, patterns, stock images, textures, colour palettes and other non exclusive items. Cloud Cartel reserve the right to use stock images in the creation of designs if required. Costs of this will be outlined to the client prior to purchase if not included in the proposal quote. Other than for the promotional use of Cloud Cartel all services provided shall be for the exclusive use of the client’s said purposes only. All work may not be used for other promotional items, website or printed materials without permission. Upon payment of all invoices, reproduction rights for all approved final designs created by Cloud Cartel shall be outlined in the Project Proposal. For additional usage, price will be assessed as needed. In accordance with the Australian Copyright Act (1968), ‘licensing of copyright is subject to a mutual agreement made between client and designer’. Copyright will remain property of Cloud Cartel till such time an agreement is in place. Cloud Cartel reserve the right to use all artwork produced, concepts produced in the course of the project (including those concepts not selected) and revisions for the purposes of promoting Cloud Cartel in print or digital media portfolios, social media and blogs, except where the client has specifically requested in writing otherwise.
Goodwill – This proposal assumes goodwill from both CC and “The Client” regarding: • What can reasonably be achieved in a given time frame • Making best use of resources to achieve the most effective outcomes.
Resending Uploading Files – If a client losed or accidentally deletes the files delivered by CC at the completion of the project, CC can reupload to Drop Box, for a fee of $50 per request (plus GST if applicable). Providing the request from the “Client” has been made within 2 years from the date of completion.
Artwork on DVD or USB Drive – If any client artwork is required on CD/DVD, an administration fee of approximately – $180 plus courier/ postage will be payable.
Website design credit – “The Client” agrees to allow “Cloud Cartel” to place a small credit on printed material exhibition displays, advertisements and/or a CC Graphic or hyperlinked text on the “Client” website. This will be in the form of a small logo or line of text placed towards the bottom of the page. “The Client” also agrees to allow “Cloud Cartel” to place websites and other designs, along with a link to the client’s site on “Cloud Cartel’s” own website for self promotional purposes.
International Work – Some of CC clients come from outside Australia. Being a niche market we are global specialists in the field of graphic and web design and as such create work across the world, using contemporary communication methods such as Google Drive, Skype, Drop Box, Hightail, email and chat, along with the more traditional devices such as telephone.
Termination policy – From time to time circumstances beyond the control of either party may result in the need for project cancellation. In the event of the client cancelling a project after a project has commenced, the advance payment (deposit) will be forfeited in lieu of compensation to CC. This is to cover design and administration time spent, resources purchased and allocated, research time and administration costs. If the project is more than 50% completed (this is determined by CC and the client by negotiation) a prorata payment is payable for time spent up until cancellation notice, at an hourly rate of $180 per hour plus GST. If a project is cancelled by Cloud Cartel, due to unforseen circumstances, the deposit will be refunded in full to the client in a timely manner. In the event of cancellation of the project by the client, ownership of all copyrights and the original artwork and disks shall be returned and retained by Cloud Cartel.
Website design post-completion alterations – Once web design is complete, ”Cloud Cartel” will provide the customer with the opportunity to review the resulting work. “Cloud Cartel” will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include structural changes, changes to images, colour schemes or any navigation features. Any minor changes can be notified to “Cloud Cartel” by e-mail and confirmed by post. ”Cloud Cartel” will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period. An hourly fee after this time for tweak and amendments is payable of $180 per hour plus GST if applicable.
Confidentiality – It is agreed that employees of “Cloud Cartel” shall not at any time either during the continuance of the work outlined or thereafter, except in the course of their duties, divulge any of the confidential affairs of “The Client” or any of its clients or associated companies to anyone whatsoever without the previous consent in writing of “The Client”.
Late payments & Default – Accounts which are not paid within 15 days will incur a late administration fee of $50 + GST. Accounts which remain outstanding for 30 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 or “the client” has stated expressly that they do not intend to pay an invoice by “Cloud Cartel”, unless prior arrangements have been made. “Cloud Cartel” shall at it’s sole discretion suspend any and all services provided to the client by “Cloud Cartel” or it’s subsidiaries (including but not limited to hosting, websites designed files, concepts, artwork, and email) and employ debt collection measures until the total outstanding balance has been fully paid. This includes any and all unpaid accounts 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. Files on external servers, such as hosted e-commerce solutions will be removed and held until payment is made or for 30 days until the client has paid for their invoices in full. “The Client” whose account is in default agree to pay “Cloud Cartel” reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions. “Cloud Cartel” retains all copyright for work performed unless a prior agreement in writing has been made and approved. “Cloud Cartel” reserves the right to reuse or resell work undertaken in the case of payment default. “Cloud Cartel” accepts no liability or responsibility for loss of income or damage to the client for work removed from third party servers, as a result of non-payment and “The Client” will not take legal action for any situation arising from invoice disputes or removal of the disputed work in such cases.
Amendments to these Terms and Conditions – All and any amendments to the terms and conditions outlined in this submission must be provided in writing by “The Client”and signed by an authorised representative of “Cloud Cartel” prior to the commencement of work outlined in this submission.
Freelance contractors and confidentiality – All contractors employed by “Cloud Cartel” are held to a strict confidentiality and nondisclosure agreement. Contractors of “Cloud Cartel” are also bound by a strictly enforced non-solicitation agreement for a period of 36 months after the conclusion of their work with “Cloud Cartel”. If this was to be breached by the contractor “Cloud Cartel” will take swift and reparatory measures to ensure “The Client” is made aware that the contractor in question is no longer a representative of “Cloud Cartel” and acting independently. Furthermore the unlawful contractor will be prosecuted through legal channels to the full extent of the law in such cases. “Cloud Cartel” aim for complete security of our clients and if we select contractors it is based upon previous work, references, and global checks with previous employers, as well as compliance with strict “Cloud Cartel” guidelines of professional behaviour and ethics.
Disclaimer – Graphic design, strategy, photography, TVC, illustration and marketing are all highly creative and subjective art forms. As such Cloud Cartel take every possible care with professional advice offered and any suggested creative concepts and/or their implementation, however Cloud Cartel cannot be held responsible for variations between expectation and outcome. All information contained is intended for general information purposes only. The information is provided by Cloud Cartel. We try to keep the information up-to-date and ensure that it is correct, however, we make no warranties of any kind concerning the accuracy, completeness, suitability, reliability, or availability of the information contained, or any products, services, links, or graphics that may be found. Use this information at your own risk.
- Comply with all Google Adwords & Bing terms and conditions, which update regularly;
- There is a minimum 4 month term on all campaigns, unless otherwise stated on the contract; • You will not get direct access to the Adwords portal;
- Monthly Statements / receipts from Adwords & Bing can be sent on request:
- We will provide reports generated via Google Analytics and various 3rd party software linked to the Adwords & Bing accounts;
- Any tracking telephone numbers remain our property.
- After cancellation, you will forfeit any outstanding credit, it shall not be refunded under any circumstances;
- For cancellation of Google Adwords or Bing services we require 30 days written notice to [email protected] and all charges are pro rata.
The PPC contract will continue after the initial term on a month by month basis unless cancelled by the client in accordance with our standard terms and conditions & those Terms & Conditions outlined on the cancellation form. Clients must provide a minimum of 30 days notice in writing to [email protected] & the other email addresses listed on the cancellation form.
SEO T&C’s Disclaimer
We make no guarantee the targeted phrases will move in a positive direction, especially if the targeted website has:
- engaged in SEO previously;
- has poor or duplicate content;
- is on a SEO unfriendly content management system (CMS);
- if we cannot get access to your hosting and or CMS;
- is suffering from a penalty, either automatic or manual from Google;
- has an unnatural link profile;
- is hosted on a slow or blacklisted server.
The standard term of an SEO contract is for 6 months. Any variations to a shorter contract period must be signed off by Cloud Cartel’s management prior to the agreement being signed.
Furthermore you should be aware that Google continually updates it’s search algorithm, which may have a negative impact on your rankings at any time, this does not release you from your contract. We will endeavour to rectify any negative losses as quickly as we can but make no guarantees you will recover.
In rare instances we may have to move your website to a new domain to remove a penalty, you have to accept the change if we recommend this action.
Website Amendments Made by the Client
Cloud Cartel must be notified of any changes that the client proposes to make to the website prior to such changes being made as some amendments may have a negative effect on the ranking of the website within the search engines.
Examples of changes that WILL affect the website’s ranking include but are not limited to the following: amendments to Header Title tags, uploading duplicate content, changing navigation and creating links to third party websites.
ALL proposed changes by the client to the website must be approved in writing by Cloud Cartel before being actioned. Failing to do so releases Cloud Cartel from any liability in the event that the website’s ranking falls.
Client’s who make changes without consulting Cloud Cartel do so at their own risk.
SEO campaigns can be suspended for 1 month or 2 months. The client acknowledge their rankings will be affected by a suspension of their service & they take full responsibility for the expected loss of position. The client acknowledges Cloud Cartel will not be responsible for returning their rankings, once the campaign is recommenced. The campaign will be continued with the same level of resources used prior to the suspension.
The SEO contract will continue after the initial term on a month by month basis unless cancelled by the client in accordance with our standard terms and conditions & those Terms & Conditions outlined on the cancellation form. Clients must provide a minimum of 30 days notice in writing to [email protected] & the other email addresses listed on the cancellation form.