These Project Terms and Conditions are part of the contract you enter into when you engage ASHLINC DIGITAL. Please read them through carefully, and get in touch if you have any questions – linda@ashlincdigital.com.  

These Terms and Conditions apply to all work provided by: ASHLINC DIGITAL Trading as:  Ashlinc Digital ABN: 47 477 500 177  

DEFINITIONS “You” is the client, its employees and agents. “We”, “Us” and “Our” is ASHLINC DIGITAL, its employees and agents.    

TIMEFRAMES
We endeavour to deliver all work by the agreed deadline. However, circumstances beyond our control – including major illness or family emergencies – may prevent us from getting work to you on time. We will inform you within two business days if there are any timeframe issues. Unless otherwise agreed, you will provide information and revisions to us within 14 days. If we are unable to complete work because we have not received information from you, we will continue the project at our next opportunity. This may affect your overall timeline.  

WHAT YOU CAN DO WITH THE DESIGNS AFTER PAYMENT OF THE FINAL PROJECT INVOICE
If we designed a trademark (in logo and/or tagline form) as part of your project, then, as far as the trademark is concerned:

Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we assign to you all right, title and interest in the trademark (except our rights against false attribution as authors under the Australian Copyright Act 1968, moral rights and their worldwide equivalents).

In exchange, you grant us a royalty-free and permanent licence to use representations of the designs and taglines in our portfolio (in all types of media), as a sample of our past works, in trade publications, educational material, to promote ourselves, and for competitions.

You will be entirely responsible for making sure our designs and taglines are free for you to use and register as a trademark, and that they don’t infringe anyone else’s rights – we cannot and do not accept any liability for these matters. We’ll sign any documents that are reasonably needed to confirm or evidence that you own the designs, provided you bear any legal and other fees that are incurred by either you or us in the process.

For all other deliverables created by us:

Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we grant you a royalty-free licence to use the deliverables for the uses stated in the quotation, without any changes or additions (except that you can make the designs smaller or larger for printing or display purposes).

If you want to put the deliverables to additional uses, or make changes to them, additional fees will apply, and we might have to obtain additional licences from third party vendors – contact us and we’ll be happy to work out some terms with you. Otherwise we will have to look to you to cover us for any damage, legal fees and consequences if you put the deliverables to additional uses without our prior authorisation.

We remain the owners of all rights in the deliverables in draft and final form, as well as of the works used to create them (except for materials that you provided, or that are owned by third parties), and are free to use them in future.

AN EXPLANATION OF OUR WORK
Design
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (colour, texture and typography.) We call that ‘design atmosphere.’

Text Content
We’re not responsible for writing or inputting any text copy unless you this is part of your estimate. . If you’d like us to write new content or input text for you, we can provide a separate estimate for copywriting.

Photographs
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.

HTML, CSS and JavaScript
We deliver websites developed from HTML5 markup, CSS2.1 + 3 stylesheets for styling and unobtrusive Javascript for feature detection, poly-fills and behaviours.

Browser Testing
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

You’ll be responsible for making sure that your website hosting specifications can support the programming language used in this project for developing your website. Also, as much as we’d like to, we can’t guarantee that our work will function with all browsers across the market or with browsers and versions developed in the future.

SOFTWARE, FONTS AND RAW FILES
Software and fonts used for the project remain our property and will not be released to you. Likewise, project raw files will not be supplied.

If you require the raw files for the project, we can provide a separate estimate for that, which includes the release of copyright to you.

MATERIALS PROVIDED BY YOU
Where you provide us materials in the course of the project, you guarantee that you own them or have been given permission to use them. Ownership of these materials will remain with you (or the persons who licensed them to you) at all times. You grant us a royalty-free licence to use them for the project and to retain copies in our business records.

We will not be responsible for any damage or consequences if the materials you provided infringe someone else’s rights or are unlawful or illegal. You will indemnify us and pay for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to your materials being infringing, unlawful or illegal in any country.

COMMUNICATION
You are asked to nominate one primary contact for all revisions and contact throughout the project. If you do not communicate with us for 30 days, the project will be deemed closed and any final amount owing will be billed.  

CONFIDENTIALITY
If we have signed a separate Confidentiality Agreement or Non-Disclosure Agreement with you, that agreement takes precedence.

We will not disclose any information that you indicate is confidential. You agree not to disclose any information about our pricing structure or project documents. We reserve the right to use your projects for our own promotional use unless we have signed a Non-Disclosure Agreement precluding this.

We may approach you for a testimonial after the project is completed to your satisfaction, although provision of the testimonial is not obligatory.

We reserve the right to refer to this project and ASHLINC DIGITAL, and to use your logo and content for promotional or educational purposes.  

COPYRIGHT
You gain full copyright and intellectual property rights for any work delivered by us when you complete the final payment.Until final payment is received, we retain the intellectual property rights for all work delivered.  

CLAIMS AND LIABILITIES
We endeavour to ensure that our work doesn’t infringe on any copyright or other right of a third party. We are not liable in any way for any direct, indirect, incidental, special or consequential losses or damages resulting from use of services including but not limited to: loss of data and other intangibles; costs or damages resulting from or related to any services purchased or obtained, or resulting from unauthorised access to, or alteration of your transmissions or data. You agree to indemnify and to hold us harmless against any and all claims, costs, and expenses, including solicitors’ fees, due to materials included in any work undertaken at your request.

All materials provided by you are assumed to be legal and accurate. You are responsible for checking the factual accuracy of the content for this project. We work hard to ensure our work is free from errors, but we don’t offer an error-free guarantee. You are responsible for final approval. We take no responsibility for the material and how it is used once you have approved the final draft. If you wish to make a claim about incorrect performance or breach of these Terms and Conditions, you must send it in writing to us within two months of delivery.

Any imposed liability shall be limited to resupply of information or services.  

TERMINATION
You may terminate the project at any time via email. If you terminate the project, we will invoice for the total stage in progress at the minimum estimated fee. We may terminate the project at any time via email. If we terminate the job, we will invoice for the total stage in progress at the minimum estimated fee.  

RISK
We are not responsible for any delivery delay if the delay or failure to supply is caused by matters beyond reasonable control including, without limitation: Acts of GodPower failure. Equipment failure.

OTHER LEGAL STUFF 
The courts of Australia are the most appropriate and convenient courts to settle any dispute connected with this contract (including a dispute regarding the validity, existence or termination of the contract), and the courts of Australia have exclusive jurisdiction to settle any dispute arising from or connected with this contract. We may amend these terms and conditions at any time without prior notice.

If for some reason part of this contract becomes unenforceable or invalid, the remaining parts will be unaffected. A failure or delay by either party in exercising any right or benefit under this contract does not amount to a waiver of that right or benefit. These terms and conditions will bind the parties’ respective legal personal representatives, successors and permitted assigns. Except where expressly stated otherwise in this contract, a person who is not a party to this contract has no right under to enforce any term of this contract.