Terms of service.

Rhys Dyson ("The Designer") is a freelance website designer and developer specialising in digital and print design services. This contract outlines the designer-client relationship and the terms under which Rhys conducts work with clients. By accepting a quote and agreeing to commence work, the client agrees to the Terms of Service outlined in this document.

1.0 Introduction and Definitions

1.1 The Designer-Client relationship is established upon written acceptance of a quote and/or placement of a deposit by the client and the commencement of work by The Designer.

2.0 Service(s)

2.1 The Designer will provide the agreed-upon services ("work", "design") as listed in the supplied estimate ("quote") document emailed to the client before commencing a project. Services may include, but are not limited to:

• Website mockups and conceptual design
• Website building, development, and coding
• Website updates, edits, modifications, and customisations
• Website performance data and analytic tracking
• Google business profile setup and support
• Software installations and setups
• Domain registration and website hosting
• Graphic design services (e.g., logos, icons, business cards, flyers)
• Image, audio, and video editing/optimisations

2.2 All work completed will be original and/or compliant with applicable third-party and open-source software licenses. Examples of third-party materials include, but are not limited to:

• Font files
• Code snippets
• Stock imagery/photography
• Design files created for the client by a third party
• Website builders and/or CMSs
• Website themes, plugins, and extensions
  The client understands that some of these product licenses may not be transferable from the Designer to them, as per the individual license restrictions. The Designer reserves the right to refuse to supply these materials.

2.3 The Designer reserves the right to refuse to work on materials suspected of infringing third-party copyrights or other intellectual property rights at any time throughout the project.

3.0 Payments and Billing Process

3.1 Project Estimates and Invoices:
The Designer will draft and email the client an estimate ("quote") outlining the scope of requested services and the total cost before starting a project. If the client accepts this estimate (in person, verbally, or in writing), the Designer will email an official invoice for the project. 

3.2 Invoice Acceptance:
The client must accept this invoice, which outlines the total project cost and the expected services to be delivered.

3.3 Deposits

For all projects, a non-refundable deposit (50%) of the total project cost is required before work commences.

3.3.1. Deposits for Website Builds:

For website development projects, the deposit is calculated as follows: the website setup fee, as outlined in the project estimate, plus 50% of the remaining website development cost (excluding annual hosting). The total deposit amount will be agreed upon and confirmed via email. This deposit covers upfront costs, including software licenses and initial development time.

3.4 Deposits for Other Projects:
For projects excluding full website builds, such as additional page development, custom widget creation, print design, and other design work, a non-refundable deposit of 50% of the total project cost is required before work begins. The agreed-upon deposit amount will be confirmed via email.

3.5 Hourly Work Billing:
The client will be invoiced for hourly work within two weeks of completion. Hourly work is billed at a minimum of 3 hours. Clients may pre-pay for hourly work to receive a more cost-effective rate for quicker updates (e.g., text or image changes).

3.6 Hosting Fee Payment:
The annual hosting fee, as outlined in the project estimate, is required to be paid in full prior to the website being launched and made live.

3.7 Payment Terms and Suspension:
Invoices are expected to be paid within 14 days of the due date stated on the invoice. Failure to pay any invoice within this period may result in the suspension of all work until payment is received in full. This suspension may also include the non-renewal of any ongoing monthly or annual services, such as web hosting, domain registration, or other services provided by the Designer.

4.0 Changes in Scope

4.1 The scope of a project may be increased or decreased by either party during the project's life. Examples of scope changes include, but are not limited to:

• The client requests additional services
• The client requests edits or modifications
• The client requests reductions
• The Designer identifies workflow efficiencies or improvements
• The Designer identifies a more efficient site structure
• The Designer has underestimated the time required for a specific task
• A task was missed from the original scoping of the project

4.2 When a change in scope is identified:

• Both parties must notify each other immediately of any required changes
• The Designer will communicate how those changes may impact the project timeline and cost
• Both parties must agree to the changes. Once agreed, the Designer will update the invoice and any other relevant documents and send them to the client for approval
• Upon approval, the Designer will continue working on the project and action the required changes

5.0 Deliverables and Ownership

5.1 Deliverables will be handed over to the client upon project completion, identified when the invoice is paid in full. Deliverables will be provided to the client in their current state ("as is"), and any requested modifications after this point will be considered a new project. Deliverables may include, but are not limited to:

• Login details to access the back-end of their website
• Exported images, audio files, videos, graphics, PDFs

5.2 Unless otherwise stated, the license and ownership of the product, service, or software will transfer to the client upon full payment of all invoices, unless bound by third-party licenses as listed in clause 2.3.

5.3 Clients may request to re-obtain lost deliverables and files in the future, subject to the following:

• The Designer takes no responsibility for the long-term storage and backup of files and reserves the right to refuse reissuing deliverables.
  
• The Designer is not required to recreate any lost files after the delivery of a project.
• If stored and accessible, the Designer may reissue the client with replacement files and reserves the right to charge an additional replacement or admin fee.

6.0 Client-Supplied Assets

6.1 The client agrees to provide all assets necessary for the project, including but not limited to images, text, logos, videos, and other media. These assets should be provided in a timely manner to avoid delays in the project timeline.

6.2 The client confirms that they hold all necessary rights, permissions, and licenses for the use of these assets in the project. The client assumes full responsibility for any legal issues, claims, or disputes arising from the use of these assets.

6.3 The Designer is not responsible for verifying the legality or ownership of assets provided by the client. The Designer will assume that all assets supplied are approved for use and that the client has obtained all necessary permissions.

6.4 In the event that the client provides assets that infringe upon third-party copyrights or other intellectual property rights, the client will be liable for any resulting legal consequences. The Designer will not be held liable for any infringement claims related to client-supplied assets.

6.5 If the client provides assets in a format that is not suitable for use in the project, the Designer may request the client to provide alternative assets or make the necessary adjustments. Any additional work required to correct or adjust client-supplied assets may incur extra charges.

7.0 Confidentiality

7.1 The Designer acknowledges that they may become privy to sensitive or confidential information related to the client’s business. Confidential information includes, but is not limited to:

• Business plans and strategies
• Financial information and projections
• Customer and client data
• Marketing and advertising strategies
• Ecommerce sales data and customer enquiries
• Website performance metrics, including Google Analytics data, website traffic, conversion rates, and other related data
• Project details and specifications
• Any other proprietary or sensitive information disclosed by the client

7.2 The Designer agrees to protect all confidential information received from the client and will use such information only for the purpose of completing the project as outlined in this Terms of Service.

7.3 The client understands that their confidential information may be stored on the Designer’s personal devices or cloud storage services, including but not limited to Git, Dropbox, OneDrive, Zoho, and Gmail. Additionally, data may be accessible by the organisations controlling website builders, CMS platforms, ecommerce platforms, and other integrated services. The Designer will take reasonable measures to ensure that this information is protected from unauthorised access.

7.4 The Designer reserves the right to use website performance metrics, including Google Analytics data, website traffic, conversion rates, and other related data, as part of their portfolio. This includes showcasing the effectiveness and impact of the work completed. However, any such use will be done in a manner that maintains the client’s confidentiality and does not disclose sensitive information without the client’s prior consent.

7.5 If a breach of confidentiality occurs, the Designer will promptly inform the client and take all reasonable steps to mitigate any potential harm. However, the Designer is not liable for any breaches of confidentiality or data security that occur as a result of third-party actions or failures, including but not limited to the organisations controlling website builders, CMS platforms, ecommerce platforms, and other integrated services.

7.6 The obligations of confidentiality will continue for a period of 12 months after the termination or completion of the project and will remain in effect as long as the information remains confidential.

This updated clause ensures that you have the right to include performance data in your portfolio while emphasising your commitment to maintaining the client’s confidentiality.

8.0 Revisions and Client Approval

8.1 The client will be notified of the project's progress and given opportunities to provide feedback. The client is not required to respond to progress updates, but the Designer may assume that a lack of response constitutes approval to continue work.

8.2 The client may request revisions to the work; however, only two revisions are included as standard. Any additional revisions beyond this may incur extra charges at the Designer's hourly rate.

9.0 Termination

9.1 Either party may terminate this contract at any time with a minimum of 30 days' written notice. The termination period may extend up to 60 days to allow for the proper conclusion of work.

9.2 Upon cancellation, the client is responsible for all expenses incurred before termination, and any outstanding expenses must be paid in full before the termination of the project and handover of any assets.

9.3 Should the client terminate the contract after project completion, they will remain responsible for the full payment of the completed project listed on the supplied invoice.

9.4 If a dispute or disagreement arises, the Designer reserves the right to terminate the contract and cease work without providing a refund of the deposit.

10.0 Use of Completed Work for Portfolio

10.1 The Designer reserves the right to display final work(s) in their portfolio, promotional materials, or on social media, provided it does not violate confidentiality or if the client has not expressly requested otherwise.

11.0 Employment and Conflicts of Interest

11.1 The Designer is a freelance professional with separate contracts with any current employer. The Designer affirms that their freelance work is conducted independently and does not conflict with their obligations to their employer.

11.2 The Designer offers freelance services outside of their contracted office hours, which are 8:30 AM to 5:00 PM, Monday to Friday. Freelance work can occur during their lunch break, typically between 12:00 PM and 1:00 PM, and outside of these hours. Freelance services are available from 5:00 PM to 9:00 PM on weekdays and are flexible over weekends, public holidays, and annual leave.

11.3 The Designer reserves the right to refuse to provide services due to a conflict of interest at any time. This includes, but is not limited to, situations where the Designer’s commitments to their employer or other clients may present a conflict with the services requested by the current client.

11.4 The Designer may be required to obtain permission from their employer for freelance work that could potentially conflict with their employment obligations. The Designer’s current employer may have contractual clauses, such as non-compete clauses or restrictions on outside work, that impact their ability to engage in freelance projects.

11.5 If obtaining permission from the employer is required and the Designer is unable to fulfill the feelance project due to a conflict of interest, the Designer will refer the client to the employer or another suitable provider for servicing.

11.6 The Designer’s commitments to any employer will not affect the terms of this freelance agreement, p1ovided that no conflict of interest arises from such commitments. The Designer is responsible for ensuring that their freelance work complies with all applicable terms of their employment contract.

12.0 Updates to the Terms of Service

12.1 The Designer reserves the right to update or modify these terms and conditions at any time.

12.2 Any changes will not affect projects already in progress unless both parties agree to the updated terms. The latest version of these terms will be available on the Designer’s website.

12.3 The updated Terms of Service will apply to all new projects initiated after the effective date of the update.

12.4. The effective date of any updates will be clearly stated at the top of the page

13.0 Agreement

13.1. By requesting a project and receiving an estimate, the client agrees to have read, understood, and will comply with the terms listed in this Terms of Service Contract. All estimates and invoices will include a link to a copy of these terms for the client's reference, and can be accessed on The Designers website.