General Terms of Service

as of 1st December 2012

These General Terms of Service when combined with a Quote and signed by a Client constitute a binding contract of
sale for the Work set out in the Quote.

1. Definitions
a. Spin – means Spin Design Pty Ltd (ACN 95 094 058 698), the party agreeing to undertake the Work.
b. Client – means the party named in the Quote, being the party commissioning Spin to undertake the Work.
c. Quote – means the Proposal to undertake the Work delivered by Spin to Client and setting out the related scope of works and itemised costing.
d. Fee – means the total of all monetary charges and reimbursements charged by Spin to Client for completely undertaking the Work.
e. Day – means a business day and Days means successive business days.
f. Work – means the goods and/or services set out in the Quote and falls into two categories:
1. Design Project – which refers to standard graphic design and print projects; and
2. Website Project – which refers to the design, creation and/or commissioning of websites, either in whole or in part.
g. Content – means any static text and images to be included in a Website Project or any text, copy and/or images to be used in a Design Project.
h. Revisions – means any changes or alterations to the Work requested by Client and falls into two categories:
1. Minor Revisions – which includes changes to text (such as font styles, text colour
, and website navigation titles); colour changes of layout elements; and repositioning of elements in the design/layout.
2. Major Revisions – which includes changing the entire colour scheme of the site or design; moving modifying the entire layout of content; changing the way website navigation functions; and, altering content layout to the extent that a website database needs to be altered.
i. Intellectual Property – referred to herein as IP and includes without limitation all existing intangible rights and property belonging to or which is created by Spin whilst undertaking the Work, including Photoshop Layered PSDs, Flash FLAs, Illustrator A1s, website templates, custom coding, and 3-D source files – which shall be and remain the property of Spin unless Client enters into a further agreement with Spin to purchase selected IP.

2. Client to provide Content
a. Client must provide all Content to Spin prior to commencement of the Work.
b. Any Website Project with a database backend and/or content management system can have dynamic content inserted at a later stage by Client.

3. Revisions by Client
a. Client may request up to 5 Minor Revisions and up to 1 Major Revision, prior to the Quote being approved.
b. After Client approves the Work, no further Revisions may be made.
c. Revisions required by Client after the Work has commenced will incur additional charges, for which Spin will prepare an additional Quote requiring approval by Client.
d. Any additional Revisions required by Client must be received by Spin within 3 Days of commencement of the Work or, otherwise, Spin shall be allowed to proportionally extend the completion date for the Work.

4. Involvement of Third Parties
a. Client shall not utilise the services of any Third Party on or in relation to the Work without the written permission of Spin.
b. Where Spin provides such permission, Client shall indemnify and keep Spin indemnified in respect of all damage or costs of any nature whatsoever arising from or in relation to actions taken by, or in following advice received from, such Third Party.

5. Payment of the Fee
a. Upon acceptance of the Quote and prior to Work commencing, Client shall pay to Spin 50% of the Fee.
b. Spin shall present to Client final draft forms of the Work (final layouts for Design Projects and mockups for Website Projects) prior to proceeding to complete the Work. If Client approves these final drafts, it shall pay to Spin a further 25% of the Fee prior to Spin proceeding to complete the Work.
c. Upon Spin giving notice to Client that the Work is complete, Client shall within 14 Days pay to Spin the final outstanding 25% of the Fee.
d. Within 24 hours of Spin receiving full and final payment for the Work, it shall deliver to Client the agreed product of the Work.

6. Rights of the Parties to use the Work
a. Once it has fully paid the Fee, Client has an unfettered right to use the product of the Work, being the subject of this agreement.
b. Unless Client has entered into a further agreement with Spin, as contemplated in Clause 1 (i) hereof, Client shall not have any rights whatsoever in relation to website codes or designs owned, created or utilised by Spin in undertaking the Work.
c. In any case, Spin shall retain a right to utilise in its marketing efforts any product of the Work and shall retain any and all attribution (moral) rights to all IP and product of the Work created or utilised in the pursuit of this agreement.
d. Client hereby irrevocably grants Spin permission to name Client as one of its customers in any of Spin’s marketing efforts.

7. Cancellation by Client
a. Client shall not unreasonably withhold acceptance of or payment for the Work.
b. If, prior to completion of the Work, Client observes any non-conformance with the agreed performance of the Work, it shall immediately notify Spin of the problem and allow Spin to make any necessary corrections.
c. If thereafter Client cancels the Work, in the absence of provable gross negligence on the part of Spin, Client shall pay all outstanding monies owing to Spin or which would have been outstanding at and up to the time of cancellation by Client.
d. Forthwith upon cancellation, Client shall return all items in its possession relating to the Work and shall ensure that it keeps no copies thereof.
e. Client hereby indemnifies Spin for all costs, expenses and reasonable legal fees associated with any action brought by Spin against Client in relation to the recovery of any outstanding part of the Fee unpaid by Client.

8. Order of Work
a. Client commissions Spin to undertake the Work.
b. Spin generates the Quote.
c. Client signs the General Terms of Service and pays 50% of the Fee.
d. Spin commences Work upon receipt of an initial payment and all Content.
e. Spin completes Work to draft stage and delivers to Client for approval or final Revision.
f. Spin issues interim invoice to Client for 25% of the Fee.
g. Spin completes the Work and issues invoice to Client for final 25% of the Fee.
h. Client makes payment to Spin for final invoice.
i. Spin delivers the product of the Work to Client.