Black Mouse Design Terms of Business and Service

These Terms govern the provision of services by Black Mouse Design, including Graphic Design, Brand Management, Website Design, Website Maintenance, Marketing, and Strategic Planning.

1. Acceptance of Estimate / Proposal and Terms and Conditions

By placing an order for design or any other services offered by Black Mouse Design, and validating the order with a signature on the estimate, the Client agrees to these Terms of Business and Service. This constitutes a formal contract between Black Mouse Design and the Client, superseding any previous agreements or communications. Changes to these terms may only occur via written consent from both parties. Definitions:

Domain Name: The web address (e.g., www.example.com), registered with the relevant authority.
Copyright: Laws regulating the use of creators’ works (e.g., art, photos, text).
Downtime: Periods when the website is inaccessible.
Host: The company hosting the website.
Hyperlink: A clickable link within a website.
Search Engine: Online services that index websites by subject.
Website: A collection of web pages and related code.

2. Business Terms

Contract: Work commences upon receiving Client approval of the quote and/or the required deposit. This confirms acceptance of these Terms.
Start Date: Work will begin within 10 working days of the quote’s approval or deposit clearance.
Agreement to Deliver: Black Mouse Design commits to delivering services outlined in the quote, subject to these Terms.
Delivery Schedule: We will notify the Client if deadlines are missed but cannot offer compensation for late delivery.
Materials and Instructions: The Client must provide necessary materials and feedback promptly. Failure to do so may delay the project or result in additional charges.
Cancellation: The Client may cancel the contract but forgo any deposit paid. Black Mouse Design may charge for any work completed if no deposit was paid.
Office Hours: Regular hours are 9am-5pm (AEDT), Monday to Friday.
Overtime & Charges: Requested work outside regular hours incurs additional charges.
Agreement Term: The contract is valid from quote acceptance until the completion of services, subject to early termination.
Independent Contractor: Black Mouse Design is an independent contractor, not an employee of the Client.
Registration & Hosting Fees: Black Mouse Design facilitates domain and hosting registration but does not control pricing or services from third parties.
Work Outside Scope: Specialized work may be outsourced or re-quoted.

3. Financial Terms & Charges

Quotations: Prices are valid for 30 days and may change if the project scope alters.
Payment Options: Payments can be made via cheque, bank transfer, or credit card (via PayPal with a 2.6% surcharge).
Payment Terms: Payment is due within 14 days of the invoice date.
Late Payment: A 5% late fee applies for overdue accounts (21 days or more).
Suspension of Service: Services may be suspended if the Client fails to meet payment obligations.
Call Out & Meeting Charges: Meetings or call-outs incur a $100 hourly charge plus GST (with a minimum charge).
Hourly Rate: $100/hour plus GST for non-quoted work.
Fee Increase: Fees may increase with 14 days’ notice; either party may terminate if the new rates are unacceptable.

4. Client’s Obligations

Access: The Client must provide access to necessary facilities and resources as required for service provision.
Information: The Client agrees to provide accurate, complete, and timely information for the project.
Accuracy: The Client ensures all information provided is correct and not misleading.

5. Creative Media Terms a. Intellectual Property

All intellectual property rights related to the services, software, designs, or documents remain with Black Mouse Design or the original owner. No intellectual property rights are transferred unless otherwise stated. Any stock imagery used is subject to its own copyright.
Source Files: Charges for design work do not include the release of source files (e.g., .ai, .psd). If required, these files will be subject to a separate quotation or buy-out charge.
Client’s Copyright Responsibility: The Client is responsible for ensuring any images, text, animations, or other materials provided to Black Mouse Design do not infringe copyright laws.
Draft Designs: Drafts and mock designs remain the intellectual property of Black Mouse Design and may be used in our portfolio or other projects, even if unused by the Client.
Visuals: All visuals of progress will be emailed to the Client. Please note that monitor displays vary in colour accuracy. Printing costs can be quoted separately.
Proofing: The Client is responsible for final proofing of artwork and web designs. Black Mouse Design checks all work before publishing, but the Client must confirm final approval. Black Mouse Design is not liable for errors after approval.
Accreditations: Black Mouse Design reserves the right to credit work on websites with a statement or hyperlink, which may be excluded upon prior agreement.
Client’s Ownership of Material: The Client guarantees that all necessary permissions for any supplied materials (e.g., logos, text) are obtained and indemnifies Black Mouse Design from any legal claims related to such materials.
Domain Name: Any Domain Names obtained will belong to the Client. The Client indemnifies Black Mouse Design against any claims regarding domain names violating third-party intellectual property.

6. Communication

Meetings: Consultations, including virtual or phone meetings, are subject to charges at the consultancy rate (minimum 1 hour).
Cancellations: Meetings must be rescheduled or canceled at least one business day in advance. Black Mouse Design will attempt to reschedule within five business days.

7. Provision of Services and Deliverables

Service Delivery: Black Mouse Design will perform services and supply deliverables as described in the quote, with reasonable skill and care, in accordance with industry standards.
Timing: Both parties will make reasonable efforts to meet any agreed target dates or schedules.
Completion of Work: Black Mouse Design will complete the work as specified, not charging more than agreed unless the Client changes the specifications.
Supply of Materials: The Client is responsible for providing necessary materials and information for the project. Delays in providing these materials may delay project timelines.
Approval of Work: The Client has seven days to notify Black Mouse Design of any issues with the completed work. If no issues are reported, the work will be deemed approved.

8. Data Storage Policy

Data Storage: Final artwork and source files will be stored for a minimum of one year after project completion.
Supporting Files: Supporting files used for project creation are deleted once the project is deemed dormant. Black Mouse Design holds no responsibility for storing such files after this point.
Backup Liability: While Black Mouse Design takes precautions to back up work, we do not guarantee the safety of original files or assume liability for recreating lost materials.
Force Majeure: Black Mouse Design is not liable for data loss or backup failure due to circumstances beyond our control, including acts of God.

9. Rights and Responsibilities

Right to Terminate: Black Mouse Design may terminate the contract if the Client’s materials or website are deemed illegal, immoral, or unacceptable. If the Client cancels, any paid fees are forfeited, and the Client remains liable for completed work.
Force Majeure: Black Mouse Design is not liable for any delays or breaches caused by events beyond our control, such as natural disasters or technical failures.
Supply and Pricing: Black Mouse Design reserves the right to use third-party services and adjust pricing without prior notice, without affecting existing contracts.

10. Forecasts and Recommendations / Third Party Services

Forecasts: Statements made by Black Mouse Design and all recommendations, opinions, surveys, forecasts, or any report, presentation, or other communication are made in good faith based on information available at the time. Such forecasts are addressed only to the Client. While Black Mouse Design uses reasonable skill and care in preparing forecasts, neither Black Mouse Design nor any consultant engaged by Black Mouse Design shall have any liability for losses or damage incurred as a result of the Client’s reliance on such opinions or recommendations. The Client acknowledges that such liability is a business risk.
Implementation: The Client may require third-party involvement to implement the results of the service. Black Mouse Design strongly recommends the Client obtain independent advice before entering into legally binding commitments with third parties.
Recommendations: Black Mouse Design may recommend third-party products, software, or services during its services. Black Mouse Design gives no warranty for these and the Client must rely on warranties and remedies provided by the third parties.

11. Disclaimer and Waiver

Waiver of Terms: If Black Mouse Design waives any of these terms individually, it does not affect the validity of the remaining terms. Black Mouse Design reserves the right to change or modify these terms at any time.
Advisory Services: The Client bears total responsibility for using and implementing these services in their business. The Client agrees to indemnify Black Mouse Design from any loss, cost, or expense arising from these activities. Compliance issues, such as permits, are the Client’s responsibility.
Delivery Date Extension: Black Mouse Design reserves the right to extend delivery dates due to circumstances beyond control, such as system crashes, data loss, power failure, or other unforeseen events.
Holidays: Black Mouse Design reserves the right to extend project delivery dates or scheduled updates during holidays or personal emergencies.
Maintenance & Correction of Errors: Black Mouse Design is not responsible for ongoing functionality or maintenance unless a maintenance contract is in place. Errors caused by Black Mouse Design will be corrected free of charge; other errors will be corrected for a fee.
Extent of Work: Installation to the Internet is limited to uploading necessary files and testing functionality. After the initial contract is completed, Black Mouse Design is not responsible for future support unless agreed otherwise.
Consequential Loss: Black Mouse Design is not liable for financial or other loss or damage caused by the failure, use, or misuse of its software. The Client should regularly back up their site’s data to prevent loss due to malicious software, viruses, or hacking.
Status & Duration of Quotations: Quotations are valid for the period specified and are not legally binding until a timetable is agreed upon by both parties. If the timetable is not agreed within the validity period, the quotation expires.
Search Engine Listings: Black Mouse Design cannot guarantee search engine listings, though all sites will be designed with search engine appeal in mind.

12. Privacy

Confidentiality: All client documents are confidential and cannot be used, disclosed, or duplicated except within the Client’s business, in compliance with privacy laws.

13. Other Service Providers

Other Service Providers: If additional professional services (e.g., photography, legal, printing) are required, extra charges may apply. The Client acknowledges Black Mouse Design is not responsible for the performance, conduct, or advice of other service providers.

14. Termination a. Termination:

The Client may terminate the agreement with seven days’ written notice. A prorated payment is due for time spent. Black Mouse Design may terminate the contract immediately for reasons such as unpaid dues, breaches not remedied, or insolvency.

15. Interpretation a. Jurisdiction & Arbitration:

This Agreement shall be governed by the laws of Australia. Disputes shall be resolved through arbitration.
Survival of Contract: If one or more terms are found unenforceable, the remaining terms will still be valid.
Change of Terms & Conditions: Black Mouse Design may update terms and conditions periodically. The latest version can be found on the website.

16. Additional Terms

Additional Terms: Additional terms may apply to specific media design projects, detailed in the relevant quotation.