1. Executive Summary
This Agreement is deemed to be accepted by you (referred to herein as ’You’, ‘Your’ ‘You’re’ or ‘Client’), being a visitor or user of our site or services.
2. About Pokajot (trading as Potion Digital)
Pokajot (ABN 35 159 218 836) (referred to herein as ‘Pokajot’, ‘Potion Digital’, ‘We’, ‘Us’, ‘Our’) is a digital design agency that provides design consulting services (and related services) tailored to your requirements. We are a creative company that is focused on applying our skills to deliver results.
What We Do:
- Mobile App Design
- Website/App Wire-framing
- User Interface & UX Design
- Website Design & Development
- Digital Project Management
- Illustration Design
- Graphic Design
- Digital Marketing
- Logo & Style Guides
- Consulting Services
3. Services Proposal
Scope: The scope of our services are limited to what is agreed between us and you, via email or verbal communication. Projects and services may be governed under a separate written agreement provided by us to you, of which that agreement governs the specific services and work specified in such an agreement. This is often an email with scope and costings. Your approval of those works may take the form of a reply email or payment of any related deposit amounts.
Services provided are based on information presented and obtained in materials provided by you to us and in preliminary discussions with Pokajot. You agree to make yourself available on a reasonable basis to assist with the provision of content and clarifications as required.
All services are provided in exchange for prompt remuneration at our agreed hourly rate unless otherwise specified in writing (email is sufficient). You agree to pay all invoices by the due date specified on the invoice.
We often require a deposit of 50% prior to the commencement of our services. Prior to handover of the files to you the final amount is due immediately, unless otherwise agreed in writing. Only when the final payment for specific design assets has been received will any rights to the designs or work be transferred to you.
Preferred method is bank transfer, but we also accept payment via third party payment gateways such as PayPal (fees are at your expense).
Australia Wide Bank Transfer
BSB : 633000
Account Number : 146270053
Name : Pokajot Pty Ltd
OWNERSHIP and RIGHTS
All preparation materials, sketches, visuals, including the electronic files used to create the project remain the property of Pokajot Pty Ltd. The final artwork/digital files will become your property upon final payment of the project/services.
If final payment is not made, Pokajot reserves the right to reuse or amend any of these ideas for other clients or to be used freely as concepts in our portfolio.
Should you attempt to use/modify/alter/replicate or steal any of our ideas without making the agreed final payment, we will take appropriate action to protect our legal rights.
We reserve the right to show any artwork, ideas, or sketches created for this project in a portfolio as examples of client work. This can be during the project and also on completion. If you have any specific confidentiality requirements, please raise them before agreeing to proceed. If we agree to include them as part of any agreement we will document our agreement via an email to you. Alternatively please supply a confidentiality agreement outlining your specific terms regarding confidentiality. We will assess any such requests separately to this agreement, however the terms of such an agreement cannot supersede this agreement where contradictory terms/clauses may arise.
Final payment ensures that ONLY the agreed design(s)/scope become your property (to the extent granted/limited by any third party licensing requirements, such as that of Shutterstock Inc. etc.) Any ideas, concepts or mockups drafted, suggested or created by Pokajot (it’s consultants) during any discussions with you prior to the signing of this agreement remain the property of Pokajot Pty Ltd, unless any prior agreement has been made.
6. Cancellation and Revisions
CANCELLATION OF SERVICES
If you choose to cancel at any point, monies already paid to us by you will only be refunded to the value of unused time and expenses. Any time we have spent providing services that have not yet been paid or invoiced will become due at the point of cancellation.
If for unforeseen circumstances we cancel the project, a portion of monies paid to us will be returned. In most cases the complete amount will be refunded. If the work so far completed can be used for another designer to continue with, then only a percentage may be refunded based on work completed.
Our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of this Agreement, in which case you agree that we are not required to provide any refund or other compensation whatsoever.
Agreed refunds will be paid within 30 days of us providing you with notice of the agreed refund.
Under no circumstances, including termination or cancellation of our service to you, will we be liable for any losses related to actions you have taken outside of this Agreement.
Our standard process (unless otherwise specifically agreed upfront in the proposal/email communication) is as follows:
- Scope project and provide proposal (or outline scope/costings via email);
- We receive all content and requirements upfront from client;
- First revision – client to review and provide complete feedback in a single document/process/call;
- We update work based on feedback received from first revision;
- Final review – client to review that their previous feedback was implemented correctly, only minor changes/tweaks allowed;
- Development (if applicable) commences, client to review that site design matches approved designs and functions as intended per the scope.
- Final payment and handover of files/site added to client server.
We reserve the right to cancel any project if you demonstrate any of the following:
- reluctance in paying a milestone payment after that milestone has been reasonably achieved;
- failure to accept the agreed number of revisions, and are unwilling to move forward at an hourly rate for further revisions; or after any revision, you request significant changes that deviate from the scope or initial discussions.
Change Request – this is where a client requests significant changes after the first revision, or additional work outside that of the agreed scope. “Significant” is generally considered to mean effort that would require an hour or more in our time.
Fair notice (7 days) will be given to remedy the situation without resorting to project cancellation.
RAPID FEEDBACK POLICY
We have a unique policy regarding revision timeframes from our clients. This clause is designed to ensure your project is delivered to scope in the shortest amount of time possible. Experience has shown us that feedback must provided immediately, or else the risk of the project timeline blowing out increases substantially.
Our policy requires the client to:
- Provide all content upfront (unless otherwise agreed with us);
- Provide all feedback within 10 business days after being supplied with work for review;
Failure to provide all feedback within the 10 business day timeframe will give Potion Digital the right to cease all work and the client will forfeit their deposit payment. Potion Digital would be under no further obligation to finalise the project or supply any files/materials.
If Potion Digital fails to adhere to our Milestone timeframes detailed in our proposal, then we will reduce the client’s final balance owing by 25%.
We believe it is in the best interest of both parties to commit fully to completing the project without long periods of delay, as these delays tend to cause a loss of momentum on both sides.
If however the client requests different revision periods, and it is agreed by Potion Digital in the proposal, those timeframes would then apply instead. Longer revision times can be requested by the client during the project, but it is up to Potion Digital to agree to these in writing (i.e. via email) before they take effect.
TRADEMARK and COPYRIGHT
Due to the lengthy and often costly procedures required to initiate any form of Trademark, Copyright and legal name search, we are unable to help with this. If you require the design(s) to be trademarked, then you must seek proper legal advice. We do not accept any responsibility for copyright or trademark related issues for creative design work that we supply based on your requests/requirements. We will not deliberately breach copyright or trademark laws, but when it comes to creative work there is always the risk/chance that someone else has a trademark on similar work. It is your sole responsibility to perform legal due diligence for content and designs that you receive from us.
If Pokajot uses Shutterstock images (images purchased from stock image supply site www.shutterstock.com) in the creation of your designs you will be invoiced the cost of these images separately (in addition to the costs for services outlined in this agreement). This is because you are the ultimate licensee and must ensure that the terms and conditions of the license between you and Shutterstock Inc are followed. You can find the terms of their licenses at Shutterstock’s website here: www.shutterstock.com/license
You take full responsibility for ensuring that the company/product/name is legally free before work is started. Should any legal issue arise with the naming after the project has been completed, you agree that we are not responsible.
CONTENT SUPPLIED BY YOU
It is your sole responsibility that upon supplying Pokajot with any content (i.e. copy, graphic artwork, photographs, logos, text, etc) that you have the authority or license to use the content. Pokajot is not liable for any copyright infringements relating to material you have supplied.
CHOICE OF LAW
This agreement shall be governed by the laws in force in the State of Queensland, in the Commonwealth of Australia. The offer and acceptance of this agreement is deemed to have occurred in the State of Queensland, Australia.
You agree that any dispute arising from or related to this agreement will be heard solely by a court of competent jurisdiction in the State of Queensland, in the Commonwealth of Australia. Specifically, and in order to keep proceedings simple you agree that, in the event that a mutually agreed resolution is not achieved, the unsuccessful party, if desired, agrees to initiate proceedings through the Queensland Civil and Administrative Tribunal (“QCAT”) as a first step in any legal proceeding.
You agree to indemnify and hold Pokajot (and its Directors) harmless from all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by you arising out of or in connection with third party claims or your breach of this agreement.
8. Approval of Agreement
By engaging our services, whether via email, phone, in person or any other means of communication, you are accepting the terms and conditions contained in this agreement.
For any complaints or requests you can email us at firstname.lastname@example.org or write to us via postal address: Attn: Pokajot Pty Ltd, 25 Bellara Street, Ashmore, QLD, Australia, 4214.
POKAJOT PTY LTD (trading as Potion Digital)
Updated: 20 September 2018