Create Business Terms of Service
By engaging our services you agree to be bound by these terms of service.
A. This document defines the terms and conditions of our working relationship. Unless otherwise agreed to in writing by both parties, the terms of this Agreement will commence on the date specified in Schedule 1.
B. The Client agrees that all services provided by Create Business are subject with the terms and conditions in this Agreement.
The Parties agree as follows:
Definitions as used herein and throughout this Agreement:
“Agreement” means the terms and conditions set out in this document, the Written proposal document(s) if any and all schedules and annexure to it, including any amendments made in accordance with this Agreement.
“Content” means all materials, information, photography, writings, video, sound and other creative content.
“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.
“Deliverables” means the services and work product specified in the Written Proposal (if any) to be delivered by Create Business to the Client, in the form and media specified in the Written Proposal (if any)
“Services” means all services and the work product in the Written Proposal (if any) to be delivered by Create Business to the client, in the form and media specified in the Written Proposal (if any).
“Monitoring” means the ongoing work to ensure any comments, content placed on social media or web pages by third parties outside of this agreement, is suitable for the client.
“Action Plan” means the timetable for the use of resources and processes required by a Create Business to produce the Deliverables as identified in the written proposal to the Client
1. Description Of Services
1.1 Create Business Solution is the Description of Services as provided in the Scope Schedule 1
2. Scope and Terms of Agreement
2.1 This Agreement commences on the Commencement Date as signed on the Scope Schedule 1.
2.2 Services supplied by Create Business, costs and rates are limited to what is specifically set forth in this agreement.
2.3 Any services rendered by Create Business, in addition to the services outlined in Clause 1 of this Agreement, will require an additional agreement and will be provided by Create Business under a new Client Service Agreement to be agreed by the parties.
3.1 Changes and additions outside of the scope of this document will be quoted and invoiced to the Client. The Client will be advised of all costs, changes and additions before commencement of the additional work. Fees for professional services do not include outside purchases such as, but not limited to, software licensing, copyright licensing, printing, photography, colour printouts, laminating, illustrations, shipping and handling or courier service. Expenses are itemised on each invoice. Expenses are subject to GST.
4. Action Plan
Action Plan will be established and adhered to by both the Client and Create Business. Where the Client does not adhere to the Action Plan, final delivery date or dates will be adjusted accordingly. Additional costs may be charged for Client delays, if the delays result in an increase in time to manage or deliver the services.
5.1 The Client agrees to pay Create Business in accordance with the terms specified in each Scope. The CLIENT will be required to pay 50% of the project cost before commencement of work. Unless otherwise specified, all subsequent balances due are payable upon completion of key stages of the project, as defined in the Production Schedule.
5.2 If the Client fails to pay any valid tax invoice supplied by Create Business by the specified due date, Create Business reserves the right to withdraw materials or refuse completion and/or delivery of work until past due and balances owing are paid.
5.3 All materials or property belonging to the Client, as well as work performed and provided by Create Business, may be retained as security until all just claims against the Client are satisfied.
5.4 Create Business will charge a late payment fee of 5% per month on the outstanding amount.
5.5 The Client is responsible for any debt collection fees incurred by Create Business, which may come due as a result of collecting outstanding fees from the client.
5.6 In the event of cancellation by the Client of the Services prior to the completion of agreed project, the Client, must pay Create Business a fee to the extent of the work completed to date, based on the contract prices and expenses already incurred to date.
5.8 Once your payment has been made, there are no refunds for any reason.
6.1 Create Business will not disclose to any third party or use, other than for the purposes of this agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of this agreement, which is of a secret or confidential nature relating to the business, equipment, processes, products, services or business strategies offered or employed by the Client.
7.1 Create Business reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this agreement.
8.1 E-mail, Skype, and Google Drive are the primary communication methods during the design process, as it keeps a detailed record for Create Business to refer to. Outside of your scheduled design time, e-mail turnaround may take up to 3 days. It is vitally important that the Client checks their e-mail frequently during the design process.
8.2 Unacceptable forms of communication include Texting, Facebook, Twitter, and any and all public social media outlets unless previously arranged.
9.1 Create Business is confident that the Client’s expectations will be exceeded, and as such, is notifying the Client that Create Business reserves the right to use the Client’s online content, associated graphics and any unused ideas and development in the promotion of Create Business and its services.
10.1 The Client is responsible for all trademark, service-mark, copyright and patent infringement clearances. Create Business are not responsible or held liable for any breach of Copyright if any or some of the elements of text, graphics, photos, contents, trademarks, or other artwork provided to Create Business from The Client has been used & is in breech of Copyright Law.
10.2 The Client is responsible for arranging, prior to publication, any necessary legal clearance of materials Create Business uses for this project.
10.3 The Client indemnifies Create Business against any loss or damage arising directly or indirectly from any unauthorised use of photographs, text, or other Intellectual Property not under copyright ownership of the Client.
11. Project Copyright
11.1 After acceptance of the website and payment of all sums due by the Client, Create Business agrees to assign perpetual and unrestricted copyright to use any materials produced by Create Business as outlined in this agreement to the Client including exclusive usage rights to unique graphics.
11.2 Create Business reserves all rights over working and source files. The Client does not have the right to resell, reuse or re-purpose any design or content supplied as part of this agreement unless specified.
12. Force Majeure
12.1 Create Business shall not be deemed in breach of this Agreement if Create Business is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God, death, illness or incapacity of Create Business or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Create Business’ control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Create Business shall give notice to the Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
13. Limitation of Liability
13.1 The services and the work product of Create Business are sold “as is.” In all circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“Create Business parties”), to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net cost of this project as specified in this Agreement. In no event shall Create Business be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Create Business even if Create Business has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
14. Dispute Resolution
All disputes regarding this Agreement shall be governed by the laws of the Victoria. The parties agree that the Courts of Victoria shall have jurisdiction over any legal disputes arising from this Agreement.
15.1 Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that work is postponed or terminated at the request of the Client, Create Business shall have the right to bill pro rata for work completed through to the date of that request, while reserving all rights under this Agreement.
15.2 If additional payment is due, this shall be payable within fourteen days of the Client’s written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by Create Business and Create Business shall own all rights to the work. The Client shall assume responsibility for collection of all legal fees necessitated by default in payment.
16. Errors and Omissions
16.1 It is Create Business responsibility to check carefully for accuracy in all respects, ranging from spelling to technical illustrations. However Create Business is not liable for errors or omissions. The Client indemnifies Create Business against any loss or damage arising directly or indirectly from any errors and omissions.
17.1 Create Business will provide two rounds of revisions of content after the submission of the content, before content is delivered. Extended revisions outside of this scope will be charged under “Content Management” rates.
18.1 All text must be supplied in digital format.
19.1 Graphics and photographs are to be supplied in digital format to Create Business. Photographs must not exceed a file size of 5mb each (unless by prior arrangement).
20.1 All logos and branding must be provided in an industry standard vector format (preferences are: jpg)