Follow me on Twitter!
View my photos on Flickr

Skip to sub navigation ...

Terms & conditions

If you (the Client) contract James Heywood (the Editor) to undertake work for you via this website, the following terms and conditions apply.

Relationship:

  1. The Editor is conducting work covered by this contract on a freelance/contractual basis.
  2. The Editor is not considered an employee of the Client nor to be undertaking this Project on a 'work for hire' basis.

Limitation of work & additions or changes:

  1. The Project is limited to what is covered by the Quote for this Project which this contract refers to. Any additional work or changes to the Project are to be negotiated by the Client and Editor and may be charged additionally either by the hour or for a fixed price.
  2. Additional work, changes or delays to the Project beyond agreed due dates which cause the Project to take longer than agreed will still result in the final payment being billable from the agreed fixed completion date or within 14 days of the completion date. In addition, any agreed payment dates for specific milestones will also be billable on the same basis.

Completion & milestone dates:

  1. Larger Projects may have a fixed completion date and/or milestone dates, or flexible completion date and/or milestone dates. Refer to the Document outline to determine which is used.
  2. Fixed completion date or milestone dates for the Project are specific to the date listed, with work to be completed by the end of that day.
  3. Flexible completion date or milestone dates for the Project are within two weeks of the date listed, unless otherwise indicated.
  4. The Project is considered complete when all agreed deliverables have been met and signed off and generally after the Project has been delivered to the Client.
  5. Final payment will still fall due on the agreed date or within the agreed timeframe if delays to sign off or launch are due to the Client, not withstanding a force majeure incident.

Delays & cancellation:

  1. Work will not commence on the Project until the Client has approved the quote provided by the Client and made payment under the terms specified in the said Quote.
  2. Provision of content (text and images), approval of work, return of signed content and other items that the Client is responsible for must be provided in the agreed formats by the agreed date/s or otherwise in a timely manner, other than in the instance of Editor fault or a force majeure incident.
  3. Any substantial delays caused by the Client may result in the agreed milestone/completion dates not being met by the Editor. However, in this instance the agreed payment dates will still stand.
  4. Additional time taken by the Editor due to following up on items not received by the agreed date or additional work required due to incorrect formats being provided may result in additional hourly charges which would be billable to the Client at the next agreed payment date.
  5. Delays in providing content, signing and returning a copy of this contract and any items or approval that the Client has agreed to be responsible for which go on for longer than one month from the agreed date without a new agreement being made by both parties may be considered by the Editor as a cancellation of the Project by the Client.
  6. Cancellation of the Project without penalty can be arranged with the mutual consent of both parties.
  7. Cancellation of the Project by the Editor which is not due to Client fault will result in a full refund of payments made to date, less any completed deliverables which the Client still wishes to receive.
  8. Cancellation of the Project by the Client which is not due to Editor fault will require payment of all work completed to date, plus up to 15% of overall cost to cover time being blocked out for the Project, to a maximum of $1500. In this instance, no refund of payment made to date will be made.

Guarantee of work & corrections:

  1. Work on the Project as it stands at the completion date is guaranteed by the Editor for one month, by which time any errors of faults should be apparent. Any such errors or faults identified in this timeframe will be corrected by the Editor within a reasonable timeframe at no cost to the Client.
  2. This correction work does not include changes beyond the original scope of agreed work.

Payments for work:

  1. Payments for work, including completion payment and/or milestone payments, will be invoiced on approximately the date or within the timeframe indicated.
  2. Payments will fall due within 14 days of the Editor's invoice date unless otherwise agreed.
  3. Payments to reimburse the Editor for agreed expenses specific to this Project will fall due within 7 days of the reimbursement or payment being requested.
  4. Unless otherwise negotiated, any agreed milestone or completion payments are to be made by the Client by the agreed date or work by the Editor may cease and agreed completion or milestone date/s may not be reached at no fault of the Editor. In this instance, future payments for the Project will still fall due on the dates previously agreed to.
  5. Payments made to the Editor are non-refundable other than in the case of negotiated mutual cancellation or cancellation or delay caused by the Editor which is not due to fault of the Client or a force majeure incident. See below.

Expenses:

  1. The Client must pay for any agreed expenses incurred which are specific to this Project. For example this may include but is not limited to licences for images from image libraries to be used in the site; long distance phone calls or faxes specifically for the Project in some cases.
  2. In cases where the cost of these expenses is known in advance, the Client must pay up front for the expenses upon request, either directly or by reimbursing the Editor. If the costs are not known in advance and the Editor has paid for these expenses the Client must provide reimbursement within seven days of it being requested.

Copyright, attribution & promotion:

  1. The Editor retains the right to use commercially non-sensitive descriptions and images of the work completed for the Client as part of a public portfolio of work and promotion of the Designer's business unless otherwise negotiated.
  2. Copyright of the CSS, HTML, photographs, scripts, applications, text, artwork and any other elements created by the Editor is to remain the property of the Editor. However, the Editor agrees to provide a broad licence for the use of all such work along with original source files to the Client upon final payment of any monies owed for this Project.
  3. This licence will permit the Client to: publish all such elements in any way in order to promote their own business/organisation in perpetuity; transfer the licence to a third party in the instance that the business/organisation changes hands; create modifications to these elements for the purpose of promoting their business/organisation.
  4. This licence will not permit the Client to: on-sell or give away these elements as design templates, stock artwork, etc or as elements to be used by other businesses/organisations/individuals for their own purposes; claim that someone other than the Editor is the author of these elements; promote the elements themselves (as opposed to the Client's business/organisation) without permission from and attribution to the Editor.
  5. Any elements provided to the Editor by the Client for use in the project will still belong to the original copyright holder.
  6. Any elements provided to the Editor by the Client for use in the project will be items the Client owns the copyright to or has permission to use. In the case that there is a breach of copyright for such elements provided by the Client and used by the Editor in good faith, the Editor is not responsible for this breach.
  7. The Editor will not use any elements in the Project which the Editor does not hold the copyright to or does not have permission to use. In the case of a breach of copyright for such elements provided by the Editor, the Client is not responsible for this breach.

Offensive, illegal and adult material:

  1. The Editor reserves the right to refuse to work with material which may racially vilify, incite hatred or violence, portray graphic violence, condone or promote illegal activities and/or which is itself illegal in the State of New South Wales, Australia or in the jurisdiction where the Client’s business/organisation is based.
  2. The onus is on the Client to discuss the situation with the Editor prior to signing this contract if any material for the Project could be construed in any of these ways.

Force majeure:

  1. Neither party shall be liable or responsible for any failure or delay in performance under the present Contract if such failure or delay is caused by Acts of God (including but not limited to flood, fire, storm damage or earthquake), unforeseen changes to the law, acts of terrorism, civil unrest, wars, insurrections, major disruption to electricity, phone or internet services, debilitating illness or injury of one party, serious illness, injury or death or a close relative or companion and/or any other cause beyond the reasonable control of the party whose performance is affected.
  2. The party experiencing difficulties affecting their ability to meet the obligations under the present contract due to such causes beyond its control shall give the other party prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. Alternatively, the Project may be cancelled by mutual consent as outlined in this contract.
  3. This force majeure clause only excuses a party if the failure to perform could not be avoided by the exercise of due care by that party.

General & legal:

  1. This contract shall be construed in accordance with the laws of the State of New South Wales in Australia.
  2. This contract constitutes the entire agreement between the parties for this Project and shall not be modified, amended or changed except by a written agreement signed by both parties.
  3. After signing of this contract all previous negotiations between the Parties for this Project are superseded.
  4. Neither party shall assign its rights and obligations under the present contract to a third party without written consent of the other party.
  5. Neither party shall share sensitive commercial information about the other party with a third party without the consent of that other party.
  6. Any claim or legal action made in relation to this contract is not to exceed the total agreed value of the Project or Project phase that this contract relates to, other than in the circumstances of copyright breaches or commercial confidentiality breaches.
  7. Any claim made in relation to this contract which cannot be settled by direct negotiation between the Parties shall initially go to arbitration/mediation in the State of NSW, Australia. This arbitration/mediation shall be conducted by a mutually agreed member of the Institute of Arbitrators & Mediators Australia (http://www.iama.org.au).
  8. If arbitration/mediation fails, legal action made in relation to this contract shall be settled in the State of NSW, Australia under laws relevant to this location.