Terms of Agreement

1.1 Our agreement with you is made up of these terms and the proposal or quote we send you (the “proposal”), together with any change request we both agree in writing.

1.2 The proposal sets out the services, the price and the payment milestones for your project. If the proposal and these terms say different things, the proposal applies.

1.3 You accept this agreement when you sign the proposal electronically, reply in writing to accept it, or pay the deposit, whichever happens first. The person accepting confirms they have authority to do so for the client named in the proposal.

1.4 These terms also apply to any further work we do for you, unless we agree a newer version with you.

1.5 Nothing in these terms takes away rights you have under the Australian Consumer Law that can’t be excluded. Clause 16 explains this.

2.1 We’ll provide the services described in the proposal with care and skill.

2.2 If something isn’t listed in the proposal, it isn’t included. Unless the proposal lists them, the following are not part of our services: copywriting, photography, illustration, stock images, font licences, printing and production, website hosting, domain names, trade mark registration, and digital marketing such as search engine optimisation, advertising and social media management.

2.3 If you’d like something outside the proposal, that’s a change request. We’ll quote it as a fixed price or at our hourly rate, which is currently $150 plus GST, and we’ll agree it with you in writing before we start.

2.4 We don’t give legal, financial or digital marketing advice. Where you need it, we’re happy to point you towards someone who does.

3.1 We work in the stages described in the proposal, such as concepts, refinement and final files. We ask you to sign off each stage before we move to the next.

3.2 We don’t count rounds of revisions. At each stage you can ask for as many revisions as it takes to get the work right, as long as they stay within the agreed brief and the direction you’ve chosen, until you sign off that stage.

3.3 The following are change requests under clause 2.3, not revisions:

• a new brief, or a new direction after you’ve chosen one
• reopening a stage you’ve already signed off
• changes after final sign off or handover
• extra items that aren’t in the proposal.

3.4 Fixing our own mistakes, and anything needed for the work to meet the agreed brief, is always free.

3.5 To keep things moving, please give us feedback through one contact person, gathered into a single response for each round where you can.

3.6 If revisions continue without moving closer to sign off, for example where new feedback repeatedly reverses earlier feedback, we’ll let you know and talk with you about the best way to reach a finish. If we can’t agree a way forward, either of us can end the project under clause 18.

4.1 Any dates we give are estimates, unless the proposal says a date is fixed. They depend on timely feedback, content and approvals from you, and they move if those are delayed.

4.2 We’ll both aim to respond to each other within 5 business days.

4.3 If we’ve asked for feedback, content or approval and haven’t heard from you for 30 days, we may pause the project and invoice you for the work completed to that point. When you’re ready to pick it up again, we’ll fit it back into our schedule. There’s no fee for restarting.

4.4 If a project has been paused under clause 4.3 for 6 months, we may close it by giving you 14 days’ written notice. Clause 18.4 then applies.

5.1 Please give us the information, content and feedback we need, and nominate one contact person who can make decisions for you.

5.2 You confirm that you own, or have permission to use, everything you give us to work with, including names, logos, text, images and data, and that our use of it for your project won’t infringe anyone else’s rights.

5.3 You’re responsible for the accuracy of information about your business, products, services and prices, and for meeting the laws and industry rules that apply to you. That includes product labelling, barcodes, ingredient, health and safety information, and advertising claims. We design the work. We don’t check it for legal or regulatory compliance.

5.4 Where we write or edit copy for you, you’ll review it before you approve it, and you remain responsible for its factual accuracy.

5.5 Please keep your own copies of anything you send us.

6.1 We’ll ask for your written approval at each stage, and always before anything goes to print, into production or live. An email is fine.

6.2 Please check proofs carefully before you approve them, including spelling, names, numbers, contact details, prices, barcodes, sizes, colours and any legal or product information. Once you approve a proof, you’re responsible for what’s in it.

6.3 If we later find a mistake of ours in approved work, we’ll correct the files free of charge. Subject to clause 16, we aren’t responsible for printing, production or freight costs that come from an error in work you approved.

6.4 If we’ve asked for approval of a stage and haven’t heard back within 10 business days, we’ll send a reminder. If we still haven’t heard after a further 5 business days, we may treat that stage as approved so the project can move forward and be invoiced. We’ll never send anything to print or publish it without your actual approval.

6.5 Colours look different from screen to screen and from screen to print. We can’t promise an exact colour match unless you’ve approved a printed proof.

6.6 If you ask us to arrange printing or other production, we get a quote from our supplier, pass it on to you, and invoice you once you’ve approved it. We prepare the files to the supplier’s specifications. If a job arrives faulty or doesn’t match the proof you approved, tell us as soon as you can, ideally within 7 days of delivery, and we’ll have it corrected or reprinted. We aren’t responsible for errors that were in the approved proof, for normal colour variation under clause 6.5, or for delivery delays outside our control. An order can’t be changed or cancelled once it has gone into production.

7.1 Our prices are in Australian dollars. GST is added where it applies.

7.2 The proposal sets out your deposit and payment milestones. We start work once the deposit is paid. The deposit books your place in our schedule and pays for the first stage of work.

7.3 Invoices are due within 7 days of the invoice date, unless the proposal or invoice says otherwise. The final invoice must be paid before we hand over final files or launch your website.

7.4 Our standard way to pay is bank transfer to the account shown on the invoice. If you’d prefer to pay by card or PayPal, let us know and we’ll send you a payment link. We don’t add a surcharge or fee for card or PayPal, so the price is the same however you pay.

7.5 If we’ve agreed a payment plan, the instalment dates are set out in the proposal. We don’t charge a fee or interest for a payment plan. Copyright passes under clause 8 only when the last instalment is paid.

7.6 If your project needs something from a third party that isn’t included in the proposal, such as stock images, fonts or printing, we’ll tell you the cost and get your written approval before we buy it.

7.7 If you disagree with an invoice, please tell us within 7 days of receiving it and pay the part you don’t dispute. We’ll work with you to sort out the rest.

7.8 If an invoice is overdue, we’ll send you a reminder first. After that:

• we may charge interest on the overdue amount at 10% a year, calculated daily from the due date until it’s paid
• we may pause work on your projects if the invoice is still unpaid 7 days after we give you written notice
• we may recover the reasonable costs we actually incur in collecting the amount, such as debt collection and legal fees.

8.1 “Final approved work” means the final version of the work that you sign off and we deliver to you under the proposal.

8.2 When every invoice for the project has been paid in full, we assign to you all copyright in the final approved work, everywhere in the world. This clause is our written assignment and takes effect automatically at that point. If you ever need a separate signed confirmation, for example for a trade mark application or the sale of your business, ask us and we’ll provide one.

8.3 Until then, we own the work. You may view it and share it within your business to give us feedback, but you may not publish it or use it commercially.

8.4 The following stay ours, unless the proposal says otherwise:

• concepts and directions you didn’t choose
• drafts, sketches and working or source files
• our templates, tools, methods and know-how.

8.5 Final files are supplied in the formats listed in the proposal. If you’d like working files or an unused concept, ask us and we’ll quote for it. Working files are supplied without font files.

8.6 Everything you give us stays yours. You give us permission to use it to carry out your project.

8.7 Your business name and brand are yours. Once copyright has passed under clause 8.2, we claim no trade mark or other rights in the logos and brand marks we design for you.

8.8 You may use, adapt and build on the final approved work without crediting us or our designers. We arrange the consents needed from our team for that.

9.1 Fonts, stock images, plugins, themes and software belong to the people who made them. They’re licensed, not sold, and their licence terms apply to you. Clause 8 doesn’t transfer ownership of them.

9.2 We’ll tell you which third party materials are in your work and which licences you need to hold yourself.

9.3 We can only give you font files where the font’s licence allows it. Otherwise we’ll tell you which fonts to license.

9.4 We don’t use stock images in logos or brand marks.

10.1 We use AI tools to help with research, ideas, copy drafts, mockups, imagery and day to day efficiency. Our team makes every creative and strategic decision, and a person checks everything before it reaches you.

10.2 Logos and brand marks are designed and drawn by our designers. We may use AI for research and early exploration, but we never deliver an AI-generated logo.

10.3 If AI will create something you receive, such as product images or illustrations, we’ll tell you in the proposal or before we deliver it.

10.4 Copyright law may not protect the parts of a design that AI creates, and AI tools can produce similar results for other people. So we can’t promise you exclusive rights in those parts. Clause 8 gives you whatever rights exist in them.

10.5 We never knowingly use AI to copy another person’s work, brand or likeness.

10.6 If you’d prefer we didn’t use AI on your project, tell us before we start and we’ll quote on that basis.

11.1 We’re designers, not lawyers or trade marks attorneys. Nothing we provide is legal advice, or an opinion on whether a name or logo can be used or registered.

11.2 If you give us a name to work with, we design for that name as it is. We don’t check whether it’s available, and clause 5.2 applies to it.

11.3 If the proposal includes brand naming, we run a screening search on the names we shortlist for you and give you a dated summary of what we searched. Unless the proposal says otherwise, the search covers:

• the Australian trade marks register, in the classes we agree with you
• ASIC business and company names
• domain name availability
• a general web search.

11.4 A screening search is a snapshot on the date it’s run, limited to the sources and countries listed in the summary. It reduces the risk of a clash but can’t rule one out, and it isn’t a promise that a name is available or can be registered.

11.5 Our logo designs are our own original work, and we never knowingly copy anyone else’s. We don’t search registers for similar logos unless the proposal includes it.

11.6 Before you commit to a new name or logo, for example by printing, signage or registration, we recommend you have a trade marks attorney check it. The decision to use and register a name or logo is yours, and so is the registration itself.

11.7 Subject to clause 16, our liability in connection with a screening search is limited to the fee you paid us for the naming service.

This clause applies if the proposal includes a website.

12.1 We build your website to the design you approve, and test it at launch on the current versions of Chrome, Safari, Edge and Firefox and on common desktop, tablet and phone screen sizes.

12.2 You supply the content unless the proposal says we will. You’re responsible for your website’s own privacy policy, cookie notice and terms, and for meeting the laws that apply where you trade.

12.3 We follow good accessibility practice. We only build to a specific accessibility standard, such as WCAG 2.2 AA, where the proposal includes it.

12.4 For 30 days after launch, we’ll fix any fault in our build and make small tweaks free of charge. This doesn’t cover new pages, features or content, changes made by you or anyone else, or problems caused by updates to hosting, plugins or other third party software. After the 30 days, clause 12.6 applies.

12.5 Your domain name should be registered in your name, with you holding the account access. If we set one up for you, we’ll transfer it to you whenever you ask. Your website can be hosted with us or with a provider you choose.

12.6 Our hosting and care plans are optional paid services, and your proposal sets out what each plan includes and costs. Ongoing support isn’t included with a website unless you have a care plan. Without one, we’re still happy to help whenever you need us. Small changes are charged at our hourly rate and larger jobs are quoted.

12.7 Some premium plugins on your website may run under licences that we hold. Those licences stay ours and can’t be transferred. We keep them active while your website is on a hosting or care plan with us. If your website will be hosted elsewhere from launch, we’ll tell you which licences to buy in your own name.

12.8 Your website’s forms and notifications may be sent through an email delivery service that we manage. That means those messages pass through a service we control. We handle them as set out in our privacy policy and don’t use them for anything else.

12.9 Either of us can end a hosting or care plan by giving 30 days’ written notice. During those 30 days we will:

• give you, or the provider you choose, full administrator access
• give you a full backup of the website
• if the website is hosted with us, work with your new host to move it
• give you a list of the licences and services you’ll need to set up in your own name
• help with the handover for up to 2 hours free of charge. After that, handover help is charged at our hourly rate.

12.10 At the end of the 30 days we remove our plugin licences and our email delivery service from your website. The website keeps running, but those plugins stop receiving updates, and form emails need your own service, until your replacements are in place.

12.11 After launch, keeping the website’s software updated, backed up and secure is your responsibility, except for whatever your care plan with us covers. Websites rely on hosting, plugins and platforms run by other companies, so we can’t promise that a website will be free of faults or security vulnerabilities, or that it will always be available.

12.12 Analytics, search rankings and marketing are outside our services unless the proposal lists them.

13.1 We’ll each keep the other’s confidential information confidential and use it only for the project. This doesn’t apply to information that is already public, that the law requires us to disclose, or that we share in confidence with our team, contractors and professional advisers.

13.2 Once your project is public, we may show the final approved work and describe the project in our portfolio, on our website and social media, and in award entries. This isn’t a breach of clause 13.1.

13.3 If you’d like us to wait, or not to show your project at all, tell us in writing at any time and we’ll hold off or take it down.

13.4 We may also show concepts you didn’t choose, presented as unused concepts and without your confidential information.

13.5 We’ll only publish a testimonial or quote from you with your permission.

14.1 We work with trusted contractors, some of them overseas. They’re bound by confidentiality, and we stay responsible to you for their work.

14.2 We’re an independent business. Nothing in this agreement makes either of us the other’s employee, partner or agent.

15.1 We handle personal information as set out in our privacy policy at redkite.design/privacy-policy.

15.2 If you give us personal information about other people, such as your staff or customers, you confirm you’re allowed to share it with us for the project.

16.1 Our services come with guarantees under the Australian Consumer Law that can’t be excluded, where that law applies to you. Nothing in this agreement excludes, restricts or changes those guarantees or any other right you have that can’t lawfully be excluded.

16.2 Where the Australian Consumer Law lets us limit our liability for failing to meet one of those guarantees, our liability is limited to supplying the services again or paying the cost of having them supplied again.

16.3 We design our work to help your business, but results such as sales, enquiries, search rankings and growth depend on things outside our control, including your marketing, pricing, product and market. So we don’t promise any particular result.

16.4 Subject to clauses 16.1 and 16.2, the most either of us is liable to the other for, in connection with a project, is the total fees paid for that project. For ongoing work that isn’t tied to a single project, it’s the fees paid for that work in the 12 months before the claim arose. This limit doesn’t apply to your obligation to pay our fees.

16.5 Subject to clauses 16.1 and 16.2, neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, data or business opportunity.

16.6 Each of our liability is reduced to the extent the other caused or contributed to the loss, and we must each take reasonable steps to limit any loss.

17.1 You’ll cover us for claims made against us by someone else, and our reasonable costs of dealing with them, to the extent they arise from:

• material you gave us to use
• information, claims or compliance matters you’re responsible for under clause 5
• your use of the work in a way this agreement doesn’t allow, or after it has been changed by someone other than us.

17.2 We’ll cover you for claims made against you by someone else, and your reasonable costs of dealing with them, to the extent they arise from our own original design work in the final approved work infringing that person’s copyright. This doesn’t extend to third party materials, material you supplied, names, or parts created by AI that we told you about under clause 10.

17.3 Whoever is asking to be covered must tell the other promptly about the claim, let them take the lead in responding to it, give reasonable help, and take reasonable steps to limit the loss.

17.4 Clause 16 applies to this clause.

18.1 Either of us can end a project at any time by giving the other 14 days’ written notice.

18.2 Either of us can end a project straight away by written notice if the other has seriously breached this agreement and hasn’t fixed it within 14 days of being asked to in writing. An invoice that is still unpaid 14 days after written notice is a serious breach.

18.3 Our promise at concept stage. If we’ve presented concepts and worked through revisions with you, and we can’t land on a concept you’re happy with, either of us can end the project. If that happens, the remaining balance isn’t owed. The deposit covers the concept work we’ve done and isn’t refunded.

18.4 In any other case where a project ends, you pay for the work done up to the end date. That means the milestones we’ve completed and a fair proportion of any stage in progress, less what you’ve already paid. If you’ve paid more than that, we refund the difference. The deposit isn’t refunded once work has started, because it pays for the first stage of work.

18.5 If you cancel before we’ve started any work, we refund your deposit in full.

18.6 If we end a project under clause 18.1 for our own reasons, or you end it because of our serious breach, we refund everything you’ve paid for work we haven’t delivered, including the unused part of the deposit.

18.7 When a project ends, copyright passes to you under clause 8 only in final approved work that has been paid for in full. Everything else stays ours and may not be used. If you’d like to buy rights in unfinished work, ask us and we’ll quote for it.

18.8 Clauses 7, 8, 13, 16, 17, 18 and 19 continue to apply after a project ends.

19.1 If either of us has a concern, we’ll raise it in writing and talk it through in good faith within 14 days.

19.2 If that doesn’t resolve it, we’ll try mediation before going to court, using a mediator we both agree on or, failing that, one nominated by the Resolution Institute. We share the mediator’s cost equally.

19.3 Clauses 19.1 and 19.2 don’t stop either of us from seeking urgent court orders, or stop us from recovering an invoice you haven’t disputed under clause 7.7.

19.4 This agreement is governed by the laws of Queensland, Australia, and we each submit to the courts of Queensland. This applies wherever you’re based.

19.5 If you’re outside Australia, you pay our invoices in Australian dollars in full, without deducting any taxes or bank charges that apply in your country. Deadlines are worked out in Brisbane time.

20.1 This agreement can only be changed in writing agreed by both of us. An email exchange is enough.

20.2 This agreement is the whole agreement between us about the project and replaces earlier discussions. This doesn’t limit your rights under the Australian Consumer Law.

20.3 We send notices by email to the addresses in the proposal.

20.4 Neither of us is responsible for a delay caused by something outside our reasonable control. This doesn’t apply to paying invoices. If the delay lasts more than 60 days, either of us can end the project and clause 18.4 applies.

20.5 Once we’ve handed over your final files, keeping them safe is your responsibility. We usually keep project files on record and we’re happy to resend them if we still have them, but we don’t promise to store them and we aren’t a backup service.

20.6 If part of this agreement can’t be enforced, that part is removed and the rest still applies.

20.7 Neither of us may transfer this agreement to someone else without the other’s written consent, which won’t be unreasonably withheld.

20.8 This agreement can be signed electronically.

Signed for Red Kite Design Pty Ltd by Chris Harris, Director