TERMS OF ENGAGEMENT
Bespoke Backdrops & Branding is a boutique creative studio for delivering original, thoughtfully crafted and tailored branding projects for businesses who want the best chance of success.
Emma Veiga-Malta is the founder and head designer at Bespoke Backdrops & Branding. Emma creates strong and unique brand identities and custom video backdrops for clients worldwide.
This Terms of Engagement (“Agreement“) is legally binding and forms the entire agreement between Quadra Pan Pacific Pty Ltd ACN 146 036 875 trading as Bespoke Backdrops & Branding (“Bespoke Backdrops & Branding“, the “Designer”) and you (the “Client“) for current and ongoing services provided to you.
The purpose of this Agreement is to clarify the roles, expectations, and mutual obligations for working together on singular and/or ongoing projects so that both Parties enjoy the experience of professional engagement moving forward.
Acceptance of this Agreement is required by electronic signing for our engagement to proceed.
To request amendments to this Agreement or gain clarification about this Agreement, please email firstname.lastname@example.org.
- Material dates
Duration of offer
- The services and prices as set out in this Agreement remain valid and open for acceptance by you for 120 days from the date this Agreement is sent.
- Our engagement will commence upon receipt of the full payment of your Invoice or the first payment of the Invoice for instalments.
- Our engagement will continue until the work outlined in the Project Specification is completed and subject to termination under Clause 13.
- Contracted Services
- Bespoke Backdrops & Branding offers a variety of service options, including but not limited to:
- Strategic Brand Design – $5990-6990
To determine the brand assets, you will need to undertake your business activities and reach your business goals.
- Strategy Workshop to determine brand identity, statement, positioning, personality, and impact.
- Design Consultation for logo design, colour palette, typography, textures, patterns, icons and all templated graphic design assets (deliverables)
- All strategy documentation
- Two (2) Stylescapes
- Four (4) Review and Revision rounds
- Six (6) Zoom calls
- ownership of branding assets and graphic design works
- Folder in Dropbox with all your brand assets
- Brand Style Guide
- Video backdrop (for the VIP package only)
- Custom Video Backdrops – $1750 – includes design consultation before designing and printing
- Concierge Design – $900 per month (minimum of 12 months) – only offered to existing or previous clients
- Please refer to your Project Specifications (Schedule 1 Project Specifications) or your Invoice (ongoing work) for details of the scope of work that applies to your engagement of our services and to which this Agreement applies.
- Bespoke Backdrops & Branding will provide to you:
- Services in the form of Ongoing Works according to the Project Specifications in Schedule 1.
- Deliverables to conform with the Project Specifications in Schedule 1.
- Bespoke Backdrops & Branding does not charge hourly rates outside the scope of work detailed in the Project Specifications (Schedule 1 Project Specifications).
- Bespoke Backdrops & Branding does not offer ad hoc graphic design.
- Project Management
Process for Strategic Brand Design
- You are here because you have agreed to engage our design services. You have completed a Discovery Call with the Designer to discuss your business needs and goals.
- Payment of the Invoice (full or first instalment) must be made before booking the first Strategy Session.
Approximate Timeframes for Strategic Brand Design
- Week 1: 2-hour Strategy Session with various brand strategy exercises. We use the information obtained to research and prepare your Strategy Workshop Documents, a Competitive Landscape Audit, and the Ideal Client Identity Board.
- Week 2: 1-hour Design Consultation. We discuss aesthetics and visual direction using the information and research from the Competitive Landscape Audit and Ideal Client Identity Board. The Design Brief is then created.
- Week 3: From the Design Brief, we prepare 2 Stylescapes. These are mood boards curated to represent 2 possible visual directions. Stylescapes show typography options, colour palette, graphic design style, imagery, pattern, texture, and photography style suggestions.
- Week 4: Review 1: Stylescape discussion and choice.
- Week 5-6: Review 2: (via Zoom call) Logo concepts, colour palette, initial graphic design assets & mock-ups.
- Week 6-9: Review 3: (via Zoom call) All graphic design & brand assets.
- Week 9-11: Review 4: (via Zoom call) Final review & revision round for all of your brand assets and designs.
- The backdrop is sent to printers (for VIP Package).
- Backdrop delivery within 10 business days.
- Bespoke Backdrops & Branding must provide the Services and Deliverables required under Clause 2 to the Client according to the approximate timescales provided.
- Where no completion date has been agreed, work will be completed promptly.
- You understand and agree to comply with the expected timeframes above.
Approval of Final Artwork
- While Bespoke Backdrops & Branding takes all care to avoid errors, Bespoke Backdrops & Branding accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print, production or publication.
- The Client is to proofread and approve all final copy before the production of the artwork.
- The email verification of the Client’s or the Client’s Representative shall be conclusive as to the approval of all artwork before their release for printing or publication.
- No refunds are available after a final approved design has gone to print pr published online due to oversights by the Client’s proofreading.
- The Client agrees to pay for the documented expenses in the Project Specifications and any other costs Bespoke Backdrops & Branding may incur after receiving authorisation and approval from the Client in writing.
- Bespoke Backdrops & Branding reserves the right to use stock images to create designs if required.
- Costs will be outlined to the Client before purchase if not included in the Project Specifications.
- The Client will reimburse Bespoke Backdrops & Branding for purchasing any stock image and font licences required to complete the Project Specifications.
Works & completion
- Bespoke Backdrops & Branding agrees to complete the works and fees outlined in the Project Specifications on dates agreed to, subject to any amendments by the Client.
- The Client must provide instructions in sufficient detail to adequately define the Client’s requirements and confirmed in the Project Specifications.
- Where the Client fails to provide instructions to Bespoke Backdrops & Branding promptly and prevents or otherwise hinders Bespoke Backdrops & Branding from completing the works in the allocated time frame, Bespoke Backdrops & Branding is not liable to the Client for failure to complete works on time.
Client communication and Project management
- The Client agrees to respond to any project related communication by Bespoke Backdrops & Branding within 7 days of receiving the request.
- If the Client does not respond to a project related request from Bespoke Backdrops & Branding for 14 days or longer, we reserve the right to suspend the Project.
- If the Project is suspended, a restart fee of $250 plus GST will be charged for work to recommence on the Client’s Project.
- Where there is no Client communication to progress the Project for three (3) months, fees paid will be forfeited as follows:
- For projects on payment plans – the entire deposit fees.
- For projects paid in full – the amount minus services not provided by Bespoke Backdrops & Branding.
- Additional work completed and not covered by a. or b. will be invoiced depending on the services provided.
- Full payment (or 30% payment plan option) of the Invoice is required to commence Work on your Project Specifications.
- All payments are in Australian Dollars and include GST for Australian based clients.
- All payments are by PayPal, credit card, or bank transfer to the account details provided in your Invoice.
- For payment plans, Bespoke Backdrops & Branding will invoice the remaining 60% of the fees in 2 x 30% instalments over four (4) weeks from the date of commencement of Work.
- The Client must pay the amount owed within 5 working days of receiving the Invoice.
- Overdue invoices will result in a delay or cessation of work until the Invoice has been paid.
- Final designs will not be released until final payment has been made.
- If you are having difficulty paying your Invoice, please get in touch as soon as you are aware of the issue, so a solution can be negotiated that works for both parties.
- An account shall be considered in default if it remains unpaid for 30 days from the invoice date or the Client has stated that they do not intend to pay an invoice by Bespoke Backdrops & Branding and no prior payment arrangements have been made.
- Bespoke Backdrops & Branding may suspend all services provided to the Client and employ debt collection measures until the total outstanding balance has been fully paid.
- Suspension of such services does not relieve the Client of its obligation to pay the due amount.
- The Client whose account is in default agrees to pay Bespoke Backdrops & Branding reasonable legal expenses and third-party collection agency fees in the enforcement of these Terms and Conditions.
- Bespoke Backdrops & Branding retains all copyright for work performed until full project costs have been paid.
- Bespoke Backdrops & Branding reserves the right to reuse or resell work undertaken in the case of a payment default.
- Bespoke Backdrops & Branding accepts no liability or responsibility for loss of income or damage to the Client due to non-payment.
- Refund Policy
- Once design work, including strategy and research, has commenced on your design project, the deposit or 30% of the full amount of the fees is non-refundable.
- Refunds will not be given for a change of mind, cancellation of the Project or lack of desire to continue.
- Every effort will be made to address and rectify any concerns you raise during the Project.
- Partial refunds (according to work already undertaken) are only considered if the Project is not completed within a reasonable timeframe or if the final deliverables are clearly substandard and do not represent the past quality and standard of our work.
- Intellectual Property
You understand and agree
- Bespoke Backdrops & Branding assigns full ownership of the copyright of the final logo and branding design assets produced by Bespoke Backdrops & Branding upon full payment of services.
- Transfer of ownership is for copyright in final design assets only. Final design assets (logo and branding designs including but not limited to illustrations, patterns, textural elements, templates) are not to be modified, changed, or altered in any way without the express written permission of Bespoke Backdrops & Branding. Please contact email@example.com for further information about logo branding design and other design and artwork modifications.
- Only finished art files suitable for reproduction will be supplied to the Client.
- Finished artwork’ is as defined in the Project Specifications.
- Your designs are supplied electronically to the Client in print and web formats such as PNG, JPEG, AI, INDD and PDF where appropriate.
- Print files will be supplied as high-resolution PDF files.
Resending Completed Files
- All completed files are delivered to the Client via Dropbox.
- It is the Client’s responsibility entirely to save the files upon delivery.
- Bespoke Backdrops & Branding is not responsible for the storage of Client files. Therefore, it will only supply files for 24 months after the project is completed.
- If the Client loses or accidentally deletes the files delivered by Bespoke Backdrops & Branding after the Project is complete, a fee of $50 per request (plus GST if applicable) is applicable for resending requested files.
Original artwork and source files
- All foundation artwork (including digital artwork), excluding final design assets as per agreed Deliverables, remains the property of Bespoke Backdrops & Branding.
- You may obtain foundation artwork (including digital artwork) for a fee calculated at 50% of the total project fee.
- Layered source files, including Logo design source files (required for modifications and alterations for final design assets), remain the property of Bespoke Backdrops & Branding and are not for sale.
- Unused concepts remain the property of Bespoke Backdrops & Branding. They include design proposals and concepts submitted but not approved for the work outlined in the Project specifications.
- Bespoke Backdrops & Branding reserves the right to use elements applied to create your images, including fonts, patterns, stock images, textures, colour palettes and other non-exclusive items.
- The Client permits Bespoke Backdrops & Branding to use all artwork and concepts produced during the Project (including those rejected or revised) to promote and showcase Bespoke Backdrops & Branding in print or digital media portfolios, social media and galleries and websites, except where the Client has specifically requested in writing otherwise.
- Pre-existing Intellectual Property rights owned by Bespoke Backdrops & Branding or licenced from a third party which may be used to create the Deliverables, part of the Deliverables and performance of the Services are unaffected by this Agreement.
Use of Client’s Intellectual Property
- The Client agrees to grant permission for Bespoke Backdrops & Branding to use the Client’s Intellectual Property for the sole purpose of creating the Deliverables, part of the Deliverables and performance of services under this Agreement.
- You guarantee you own any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Bespoke Backdrops & Branding for inclusion in the design project or that you have received permission from the rightful owner(s) to use each of the elements.
For effective service delivery, you agree to the following:
- To provide detailed job requirements, business details, and branding information in a document supplied by Bespoke Backdrops & Branding or via the Discovery Call, whichever applies to the provided service.
- Bespoke Backdrops & Branding may also accept client briefs over the phone, via email or an online meeting platform, depending on the complexity of the Project.
- Bespoke Backdrops & Branding is available to you for brief question support via email for the duration of this agreement.
- Bespoke Backdrops & Branding will make every effort to respond within 48 hours of receiving your request.
- Complex questions or issues that arise that cannot be answered quickly or that are beyond the scope of agreed to in the Project Specifications may require an additional paid appointment.
Calls and Appointments
- Online meetings and appointments via Zoom are generally pre-scheduled at a mutually agreed-upon time between the Client and Bespoke Backdrops & Branding.
- You are required to attend all scheduled calls and appointments on time.
- If rescheduling is required, you must contact Bespoke Backdrops & Branding as soon as possible.
- In a health or family emergency, you may request (in writing) for a project to be rescheduled or a deadline to be extended.
- Bespoke Backdrops & Branding does not guarantee that your preferred rescheduling time will be available or accepted as reasonable time frames for rescheduling must apply and be agreed upon by Bespoke Backdrops & Branding.
Requests for Content
- You must complete and fill requests for content as required for the service you have engaged Bespoke Backdrops & Branding to undertake.
- You must provide information by the agreed date, format and platform when requested by Bespoke Backdrops & Branding.
- You agree to provide accurate and honest information requested by Bespoke Backdrops & Branding about your business to ensure content advice and strategies presented are useful and applicable.
- Any questions or concerns must be brought to the attention of Bespoke Backdrops & Branding so they may be resolved as quickly as possible.
- Excluded services
- Unless otherwise agreed, Bespoke Backdrops & Branding is not required to supply any excluded services.
- Excluded services include but may not be limited to:
- unrelated adhoc graphic design
- website design
- content creation.
- Graphic design, strategy, photography and marketing are highly creative and subjective art forms.
- Bespoke Backdrops & Branding takes every possible care with professional advice offered and any suggested creative concepts and their implementation; however, Bespoke Backdrops & Branding cannot be held responsible for variations between expectations and outcomes.
- The Client is responsible for securing their intellectual property rights (trademarks) over their design assets.
- Bespoke Backdrops & Branding warrants that the design asset is original at the time of design asset release to the Client.
- Bespoke Backdrops & Branding does not guarantee the ability to trademark the design asset upon release or in the future.
- The Client is entirely responsible for ensuring their business name is appropriately registered and does not breach any third party intellectual property rights or trademark.
- Bespoke Backdrops & Branding cannot and does not make any guarantees about your ability to get results or earn any money from designs, templates, tools, ideas, information, or strategies provided.
- You acknowledge that there is an inherent risk in any business enterprise or activity. There is no guarantee that you will earn any money due to your Bespoke Backdrops & Branding’s services engagement.
- 10. Limitation of Liability Neither Party is liable for contract breach for damages that the breaching Party could not have reasonably foreseen when it entered this Agreement.
Liability of the Client.
- The Client will not be liable to Bespoke Backdrops & Branding for: any variations to the Services or Deliverables made by Bespoke Backdrops & Branding without the Client’s prior written approval.
- any loss arising out of the Services or the Deliverables not performed in accordance with this Agreement.
Liability of Bespoke Backdrops & Branding
10.3 To the fullest extent allowed by law, Bespoke Backdrops & Branding’s liability to the Client (in contract, tort, or negligence) for any act or omission in connection with this Agreement will be limited in aggregate amount to an amount equal to the fees paid by the Client.
11. Warranty and indemnity
- Bespoke Backdrops & Branding warrants that the contracted services will always be carried out:
- with proper care and skill; and
- according to the terms of this Agreement;
- The Client indemnifies Bespoke Backdrops & Branding against all claims for any legal relief whatsoever arising in connection with:
- the carrying out of, or failure to carry out the contracted services; or
- any breach of this agreement.
- The indemnity does not apply to any claim caused by the negligence or breach of this Agreement by Bespoke Backdrops & Branding.
- Bespoke Backdrops & Branding is committed to the utmost confidentiality.
- All information (written or verbal) between the Client and Bespoke Backdrops & Branding will be kept confidential unless disclosure is required for staff, external parties or sub-contractors to fulfil services as part of this agreement, or if required by law through court order or subpoena).
Information shared via third-party applications
- Bespoke Backdrops & Branding will do its best to maintain the security and confidentiality of all information shared. However, we are not responsible for the security of information shared via third-party applications such as email providers or social media platforms accessible to third parties.
- Bespoke Backdrops & Branding agrees to keep details of all sessions, strategies and plans, content, ideas, passwords, logins, client information, and associated data shared for purposes required to complete the contracted services confidential during and after the period of this agreement.
- Bespoke Backdrops & Branding may share the nature of the calls or services with another professional to seek advice or guidance on how to best be of assistance.
- If calls are being recorded, Bespoke Backdrops & Branding will inform the Client of this fact. The recordings will not be made public in any way at any time.
- From time to time, circumstances beyond the control of either Party may result in the need for project cancellation and termination of this Agreement.
- Either Party may terminate this Agreement for any reason with 7 days’ written notice to the other Party.
- Bespoke Backdrops & Branding must immediately cease working on the Deliverables if it sends or receives a Notice under this Clause 13 or unless otherwise agreed upon in writing.
Termination by the Client
- If the Client terminates this Agreement, the deposit for fees or 30% of the full amount will be forfeited for cancelled Projects before the first strategy session.
- For cancelled Projects after the first strategy session, a pro-rata payment is payable, and an Invoice will be issued for completed work and time spent on the Project until cancellation notice.
- If the Client terminates this Agreement, ownership of all copyrights and the original artwork shall be retained by Bespoke Backdrops & Branding.
Cancellation by Bespoke Backdrops & Branding
- If Bespoke Backdrops & Branding terminates this Agreement for any reason other than Force Majeure (Clause 15), any fees paid will be refunded in full to the Client within 14 days of termination.
- Bespoke Backdrops & Branding cannot assign its rights or delegate its obligations under this Agreement to a third party without first receiving the Client’s written permission.
- The Client may assign its rights and delegate its obligations under this Agreement to a third party if the Client is bought out or sells the delivered products or services to another party.
- Force Majeure
- A Force Majeure event is an event outside our control that delays or hinders our ability to perform our obligations under this Agreement.
- A Force Majeure event includes but is not limited to fire, flood, earthquake or similar natural disasters, riot, war, terrorism, civil strife, labour disputes or disturbances, industry-wide material or services shortages outside our reasonable control, an outbreak of pandemic disease, governmental regulations, communication, technology or utility failures.
- Bespoke Backdrops & Branding shall not breach any undertaking in this Agreement for the delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from Force Majeure events.
- Upon the occurrence of any Force Majeure Event, Bespoke Backdrops & Branding shall give notice to the Client of the inability to perform or of delay in delivering products and services.
- Bespoke Backdrops & Branding shall propose revisions of the delivery schedule for Project Specifications and works or termination of undertakings under this Agreement where it is determined that performance is not possible because of the duration or effect of the Force Majeure event.
- Where this Agreement is terminated as a result of a Force Majeure event Parties, agree every effort will be made by both parties to negotiate a financial arrangement to mitigate and share any loss resulting from the Force Majeure event.
- Dispute resolution
You understand and agree:
- You will contact Bespoke Backdrops & Branding immediately with any concerns so that they may be resolved quickly and effectively through friendly consultation.
- In the event of a dispute, you agree to the following Dispute Resolution Procedure:
- You must advise Bespoke Backdrops & Branding in writing of the nature of the dispute, the outcome you seek, and what actions you believe will settle the dispute.
- You agree to meet in person or via a conferencing platform such as Skype or Zoom in good faith to seek to resolve the dispute by agreement and compromise.
- If an agreement cannot be reached to resolve the dispute, any party may refer the dispute to mediation by a mediator appointed by the Law Society of NSW.
- Both parties must attend the mediation in good faith to resolve the dispute.
- Litigation via the court process may only be considered after a genuine attempt at mediation bought by either Party is unsuccessful.
- Confidentiality is paramount to both parties’ personal and professional reputation and standing in their business and community.
- At no time will any communications or discussions be made public, including but not limited to communications or dialogue on any social media platforms or websites of either Party.
- Legal relationship
- Bespoke Backdrops & Branding and associated staff and contractors are not employees or servants of the Client but independent contractors.
- Bespoke Backdrops & Branding may subcontract any of its obligations to the Client as part of this agreement.
No variation of this Agreement or departure from a provision by either Party will be valid unless both parties sign it.
- Governing law
- The Terms and Conditions in this Agreement are governed and construed under the laws of New South Wales, Australia.
- Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of New South Wales, Australia.