Studio 1 Design : Website Design & Build Agreement 

Between Studio 1 Pty Ltd ABN 46 082 517 539 (we or us) and you.

You wish to appoint us to provide you with design and/or development services that you have requested through the website found at Studio1Design.com (Website) or otherwise provided in a Proposal, and we agree to provide those services, in accordance with the terms and conditions set out below (Terms).

These Terms may be updated by us from time to time without notice. You should check this page regularly to take notice of any changes we may have made to the Terms, prior to placing any new order with us.

You acknowledge and agree that you have had a sufficient chance to read and understand the Terms, and you agree to be bound by them.

1. Terms and Conditions

• All services are provided subject to these Terms and Conditions, which together with the Proposal set out the entire understanding and agreement between us.
• Our Website Design & Build services may include one or more of the following components: strategy, brand design, website design, copywriting, website development (build), integrations, and launch support. The specific inclusions for your project are set out in your Proposal.

2. Fees and Costs

• In consideration for us providing the Website Design & Build services, you agree to pay the fixed project fee as set out in the accompanying email.
• Payment covers the scope of work outlined in the Proposal which has been customised to address your unique project requirements.
• If you request additional services not included in the original Proposal, or if the project scope changes in a way that requires additional time, materials, or resources from us (including revisions or deliverables beyond the originally agreed scope), we will notify you and provide a separate Quote before proceeding. Any such additional services will only be delivered after written approval and payment is received.

3. Payment

• After you accept our terms and sign the Proposal, you will be directed to complete payment via our secure checkout (Stripe, Thrivecart, or bank transfer as specified in the Proposal).
• The first payment is required prior to commencement of work.The remaining payments will be set out in the payment schedule.
• If a payment fails or is not received on time, we reserve the right to pause all work until the issue is resolved.

4. Timing

• We will use reasonable commercial endeavours to deliver each phase of the Website Design & Build services within the estimated timeline provided in your Proposal. Timelines may vary depending on the size and complexity of your project.
• These timelines are estimates only and may shift based on the responsiveness of your team and other practical considerations.
• If any phase is delayed due to your failure to provide timely feedback, content, approvals, or access to required systems, we reserve the right to adjust the timeline accordingly. You acknowledge that delays caused by you may impact launch timing and project momentum.
• If delays arise due to factors outside your control (e.g. platform outages, third-party issues, or force majeure events), we will work with you in good faith to adjust the schedule as reasonably required.

5. Intellectual Property Rights

• You acknowledge and agree that all Intellectual Property Rights in all creation files, working files, artwork, copy, layouts, code, and other materials provided by us in connection with the Website Design & Build services vest in us upon creation. This excludes your Background IP and any third-party licences (such as image or font licences).
• Upon full payment of all fees due under this agreement, we assign to you all Intellectual Property Rights in the completed project deliverables, except for any of our Background IP. Where our Background IP is used, we grant you a perpetual, royalty-free, non-exclusive licence to use it solely for the purpose of the project.
• You may not resell, redistribute, or adapt any part of our work for third-party use without our prior written consent.
• Where we use licensed images, fonts, or assets in your project, they may be subject to third-party licence terms. If you require extended or exclusive rights, additional fees may apply.
• We reserve the right to display completed work (excluding sensitive or confidential content) in our portfolio or marketing materials, unless otherwise agreed in writing.

6. Warranties and Liability

• You warrant that all content, data, and materials provided by you (including any Background IP) are owned by you or lawfully licensed, and their use by us will not infringe the rights of any third party.
• You acknowledge that you have not relied on any representations or warranties made by us other than those expressly set out in this document or the Proposal.
• To the maximum extent permitted by law, all warranties, conditions, and representations not expressly stated in these Terms are excluded. If any condition or warranty is implied by law and cannot be excluded, our liability is limited (at our option) to:

– resupplying the relevant services, or
– the cost of having the services supplied again.

• We do not guarantee any specific results from the Website Design & Build services, including traffic, conversions, or sales outcomes.
• To the extent permitted by law, we will not be liable for any indirect, incidental, or consequential loss (including loss of revenue, profit, customers, opportunity, or goodwill).
• You agree to indemnify us and hold us harmless against all claims, liabilities, damages, or costs arising out of your breach of these Terms, misuse of deliverables, or infringement of third-party rights.

7. Confidentiality

• Both parties agree to treat all Confidential Information as strictly confidential, and not to disclose or use such information except as required to perform obligations under this agreement or as permitted by law.
• “Confidential Information” includes, but is not limited to:
  project strategies, creative concepts, artwork, designs, code, testing data, and reports,
  • business processes, financial information, customer or prospect data, analytics, and marketing strategies,
  • any non-public information disclosed by either party during the course of the project.
• We may disclose Confidential Information to our employees, contractors or advisors strictly on a need-to-know basis, provided they are bound by equivalent confidentiality obligations.
• These obligations do not apply to information that:
  • is or becomes public through no fault of the receiving party;
  • was already in the receiving party’s possession lawfully before disclosure;
  • is rightfully received from a third party not under an obligation of confidence; or
  • is required to be disclosed by law or court order, in which case the disclosing party will be notified where legally permitted.
• All Confidential Information remains the property of the disclosing party. Upon request or termination, each party will return or securely destroy the other party’s Confidential Information, except for any records retained for legal or compliance purposes.

8. Termination

• This agreement commences on the date payment is received and continues until the Services are completed, unless terminated earlier in accordance with these Terms.
• Either party may terminate this agreement if the other party commits a material breach and fails to remedy that breach within fourteen (14) days of written notice.
• We reserve the right to suspend or terminate services at any time, with immediate effect, if:
  you fail to make a required payment,
  • you breach any of these Terms and fail to remedy that breach within 14 days of written notice,
  • you act in a way that is abusive, unprofessional, or damages our business or reputation, or
  • your conduct makes continued collaboration unreasonably difficult or unproductive.
• If this agreement is terminated due to your breach, we may retain all Intellectual Property Rights in the project, including any work in progress, even if we had previously agreed to assign it upon completion.
• Termination does not affect any accrued rights or obligations at the time of termination, including our right to be paid for services already rendered.

9. Non-Solicitation

• You must not during the term of this document, or for a period of 12 months following completion of any project that we undertake for you:
  • employ, contract or hire the services of any of our personnel, or
  • induce or attempt to induce any of our personnel to terminate their agreements or contracts with us.

10. General

• These terms and conditions are governed by and to be interpreted according to the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State.
• Neither party may assign this agreement without the other party’s written consent, except in the case of internal restructure or business sale.
• If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

11. Definitions

Agreement means this contract and the accompanying Proposal outlining the scope, fees, and service inclusions.

Background IP means Intellectual Property Rights owned by either party prior to the commencement of this agreement, or developed independently of this agreement.

Confidential Information means any information disclosed by one party to the other in connection with Studio1’s services that is not publicly known, including creative work, strategy, business operations, data, or pricing.

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, know-how, trademarks (whether registered or not), business names (whether or not registered), domain names, inventions, discoveries, patents, patent applications, designs, circuit layouts and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organization of July 1967.

Moral Rights means the right of attribution, the right against false attribution and the right of integrity of authorship as defined in the Copyright Act 1968 (Cth).

Quote means the written proposal or scope document issued by us and accepted by you, which forms part of this agreement.

Services means the Website Design & Build services we provide to you, as described in the Proposal, which may include branding, copywriting, website design, development, conversion optimisation, and/or website support.

You / Client means the individual or organisation entering into this agreement with Studio 1 Pty Ltd.

Website means the website found at the URL Studio1Design.com

If you have any questions regarding these terms, please contact us here