Terms & Conditions.

OVERVIEW

Welcome to Designerly! These Terms of Use (“Terms”) govern your access to and use of our website, designerly.com.au and the services we offer ("Services"). Please read these Terms carefully, this includes any additional terms, conditions, policies and notices mentioned herein and/or accessible through hyperlinks, before using our website or Services. By accessing or using our website or Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not use our website or Services.

ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and Designerly with respect to your use of our website and Services. These Terms supersede all prior negotiations, understandings, and agreements between the parties, whether oral or written.

SERVICES

Our Services include, but are not limited to:

• Design Subscriptions, and Design Projects: This includes graphic design, branding, and other visual communication services.

• Social Media Management Strategy, and Subscriptions: We offer one-time strategy planning packages and subscription packages for managing your social media channels, including content creation, scheduling, engagement, and reporting.

CHANGES TO TERMS AND CONDITIONS

We reserve the right to update, change or replace, in part or in full, the Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website or services following the posting of any changes constitutes acceptance of those changes.

SUBSCRIPTIONS AND FEES

We offer various monthly subscription plans with various features and pricing. Please refer to our website for current plan details and pricing. Pricing may be amended from time to time at our sole discretion. You agree that your subscription will automatically be adjusted to reflect the new price in the next billing cycle after the notification.

All fees are listed in Australian Dollars (AUD) and are non-refundable, except as expressly provided in these Terms.

Billing cycles are based on 31 day periods.

You agree to pay the applicable monthly subscription fee in advance for the chosen plan via our automated third party payment gateway.

Your subscription will automatically renew each month unless cancel before the renewal date.

One-off design or social media management requests and any other one-time fees will also be charged via this third party automated payment gateway.

GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You may not transfer or assign your rights and obligations under this agreement to any other party.

CANCELING DESIGN SUBSCRIPTIONS

You may cancel a subscription at any time during an active subscription term by logging into the payment gateway portal and selecting cancel.

Subscriptions will not be refunded or prorated when canceled part way through a billing period. Instead, you will continue to enjoy access to the service for the remainder of the paid period.

REFUND POLICY

All refund requests will be reviewed and assessed on a case-by-case basis. We reserve the right to refuse any refund request at our sole discretion. If you request a refund within the first month of your subscription, all design materials produced by Designerly will remain our property and you will not be able to use them in any way. This includes completed designs, revisions, posts, reports and any related files.

Approved refunds will have a 15% fee applied to the remaining billable period.

INTELLECTUAL PROPERTY RIGHTS

All content and materials available on our website, including designs, logos, text, graphics, photographs, and data, are the property of Designerly or its licensors and are protected by Australian and international copyright and intellectual property laws. You may not use any of our content or materials without our express written permission.

OWNERSHIP

All design and original source files created on your behalf (“Project”) belong to you, and you shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Designerly to become the owner of a Project, in whole or in part, rather than you, Designerly irrevocably and perpetually assigns its entire interest in the Project to you, without limitation.

Designerly reserves to right, and you grant Designerly the right to share Project work on digital channels including social media, publications, email, website, and other platforms unless otherwise agreed upon.

COMMENTS AND FEEDBACK

You acknowledge and agree that any questions, comments, suggestions, or other feedback or submissions provided to Designerly (collectively, "Feedback"), shall be the sole and exclusive property of Designerly. All right, title, and interest in and to the Feedback, including all intellectual property rights , are hereby irrevocably assigned to Designerly, except to the extent that rights are granted to you under “OWNERSHIP” within these Terms.

You acknowledge and agree that Designerly is under no obligation to keep any Feedback confidential or take any steps to protect the confidentiality of any Feedback. Designerly may disclose, use, and disseminate any Feedback for any purpose, in any manner, and in any media, without restriction or obligation, permission, acknowledgement or compensation of any kind to you.

You agree that you have the right to articulate and put forth the Feedback and you hereby waive all claims and recourse against Designerly for its use of the Feedback in accordance with the terms hereof and in its sole discretion hereafter.

CLIENT-PROVIDED CONTENT

You are responsible for ensuring that any content you provide to us, including, but not limited to text, images, and videos, does not infringe on the intellectual property rights of any third party. You warrant that any and all materials provided to Designerly as examples or as material to be incorporated into a project are owned by you and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. You grant us a non-exclusive, royalty-free license to use your content in connection with the Services we provide to you.

GOVERNING LAW AND VENUE

These Terms shall be governed by and construed in accordance with the laws of the State of Victoria, Australia. Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of Victoria, Australia. You agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria, Australia.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Designerly and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

PROHIBITED USES

Our service is intended for legitimate design and social media needs and professional use. To ensure a positive and productive experience for all users, you agree that you will not:

Submit an unreasonable number of design requests beyond the intended scope of your chosen plan. Request designs that violate our content policy, exploit others, or contain offensive language. Request designs that infringe on the intellectual property rights of others, including trademarks, copyrights, or patents. Provide third-party content for designs without proper licensing or ownership rights. Request designs for illegal purposes, such as promoting harmful activities, gambling, or hate speech. Use the service to engage in any activity that is fraudulent, deceptive, or harmful to others. Share your subscription access with unauthorised individuals or entities. Engage in abusive or disrespectful communication with our team or other users. Interfere with the operation of the platform or disrupting the workflow.

Violation of these terms may result in temporary or permanent termination of your subscription, withholding of requests or revisions and/or reporting of illegal activity to the appropriate authorities.

MODIFICATIONS TO THE SERVICE AND PRICES

Prices and features for our Services are subject to change without notice, and we reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

THIRD-PARTY DATA AND SERVICES

You acknowledge and understand that the Service may involve the use of, or provide access to, third-party tools, links, and services ("Third-Party Services"). These Third-Party Services may be operated by independent companies and individuals not affiliated with us.

We have no control over the Third-Party Services, including their content, availability, functionality, or security. We do not endorse or assume any responsibility or liability for any Third-Party Services, or for any actions or omissions of their respective providers.

Your use of the Service may involve uploading, submitting, or otherwise transferring data to Third-Party Services. You are solely responsible for ensuring that your data is appropriate, lawful, and does not infringe on the rights of any third party. We are not responsible for any loss or damage caused by your use of any Third-Party Services or the uploading, submission, or transfer of your data to them.

Designerly shall have no liability to you for any loss or corruption of any such data and you hereby waive any right of action against Designerly from any such loss or corruption.

THIRD-PARTY LICENCES AND MATERIALS

You are solely responsible for ensuring that any third-party materials, including fonts, images, videos, or other content ("Third-Party Materials"), used in connection with the Service or deliverables comply with all applicable intellectual property laws and regulations. This includes obtaining any necessary licenses or permissions from the owners or rights-holders of such Third-Party Materials.

We will use commercially reasonable efforts to identify and disclose any Third-Party Materials used in our products and deliverables, including any applicable license terms or restrictions. However, you acknowledge and agree that we are not obligated to, and may not always be able to, identify or disclose all Third-Party Materials used in every instance.

DISCLAIMER OF WARRANTIES

Our website and Services are provided "as is" and without warranties of any kind, express or implied. We do not warrant that our website or Services will be uninterrupted, error-free, or secure. We do not make any warranties regarding the accuracy, completeness, or reliability of any information contained on our website or provided through our Services.

RELATIONSHIP

The parties agree that they are independent contractors and nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship between the parties.

FORCE MAJEURE

Neither party shall be liable for any failure to perform its obligations under these Terms to the extent that such failure is caused by an event beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, epidemics, government regulation, natural disasters, or strikes (“Force Majeure Event”).

In the event of a Force Majeure Event, the non-performing party shall give notice to the other party as soon as reasonably practicable and shall use its reasonable efforts to resume performance as soon as possible. If the period of non-performance exceeds 30 days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may terminate the Terms the by giving written notice to the other party.

PRIVACY

Please refer to our Privacy Policy.

NON-EXCLUSIVITY

You acknowledge that Designerly may provide Services to other clients, including clients that compete with the you. Designerly shall have the right to engage in any other business activities that do not interfere with its obligations under these Terms.

CONFIDENTIALITY

For the duration of the Terms and for a period of one (1) year thereafter, each party shall maintain the confidentiality of all Confidential Information received from the other party. “Confidential Information” means any and all information, whether written or oral, that is disclosed by one party to the other party, and that is designated as confidential or that should be reasonably understood to be confidential given the nature of the information and the circumstances of its disclosure.

LIMITATION OF LIABILITY

To the extent permitted by law, Designerly’s liability to you for any loss, damage or expense arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise, shall be limited to the amounts paid to us in the prior 3 months (if any). The existence of more than one claim will not enlarge this limit.

Under no circumstances shall Designerly be liable to the you for any indirect, special, consequential, incidental or punitive damages, loss of profits, revenue, business or goodwill, whether foreseeable or not, even if Designerly has been advised of the possibility of such damages.

SEVERENCE

If any provision or part of these Terms are determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms but shall not otherwise affect the validity or enforceability of the remaining provisions herein.

Design Subscriptions

These Design Subscription terms and conditions apply to you if you have purchased a Design subscription:

DESIGN REQUESTS

You can submit as many design requests as you like per month within your chosen plan's specifications (refer to “what design services are included?” from the website).

• Each request must be submitted through Trello and include your detailed project requirements and relevant reference materials.

• We reserve the right to decline requests that are deemed not to meet our design guidelines, violate our content policy, or are beyond the scope of your chosen plan.

• You agree to provide sign-off for each request, or provide feedback for any revisions required within.

• You agree that where a request has been submitted for review and or sign-off, if no response has been received within 3 business days, the request will be deemed as complete.

• We will work through your requests one at a time (or two at a time if your plan specifies it). Work will start on the next request in the queue once sign-off has been provided.

Social Media Management Subscriptions

These Social Media Management terms and conditions apply to you if you have purchased a Social Media Management subscription:

DEFINITIONS

Post/Posts means the traditional way of sharing content on Instagram. They appear in followers’ feeds and can be up to 60 minutes long and include 10 images. Filters, tags, and locations can also be added to Posts.

Client-provided Content means any content provided by you to Designerly for use in delivery of the Services, including but not limited to images, videos, and text.

Designerly social media management services will be provided in accordance with the plan specifications as listed on the website, for the plan you purchase. This includes the number of Posts, frequency, reporting and other listed features.

You agree to receive reports (if applicable to your plan) in the form of a PDF document, using Designerly’s templates, chosen format and structure.

YOUR OBLIGATIONS

In order for Designerly to provide the Services, the you must:

• Have completed a Custom Social Media Strategy before purchasing a Social Media Management Subscription.

• Provide Designerly with access to the Instagram account to be managed via Meta Business Manager (https://business.facebook.com).

• Provide, for the duration of the Terms, any necessary and requested materials, such as photos or videos, in a timely manner in order for Designerly to provide the agreed-upon Services.

• You must not Post on your feed for the duration of the Terms, unless agreed with us, as this may impact the ability of Designerly to perform the Services.

• You must provide content feedback and/or approval within the dates specified, and tools nominated by Designerly. Designerly will assume content approval and acceptance to proceed with posts where no written feedback or approval is received.

Designerly does not warrant and/or guarantee any return on investment, revenue goals, sales, a certain profit margin or otherwise through a Social Media Management Subscription.

Custom Social Media Strategy

These Custom Social Media Strategy terms and conditions apply to you if you have purchased a Social Media Strategy package:

You agree to complete the social media questionnaire, a digital form that contains various questions related to your business, concepts, target markets and other valuable information that is used in the curation of the strategy.

This package is limited to strategies for optimising organic social media efforts exclusively through platform features and content optimisation that do not require paid promotion. Paid advertising/buying methods are not included.

You agree to receive the strategy in the form of a PDF document, using Designerly’s templates and chosen format and structure.

Designerly does not warrant and/or guarantee any return on investment, revenue goals, sales, a certain profit margin or otherwise through a Custom Social Media Strategy.

CONTACT US

If you have any questions about these Terms, please contact us at hello@designerly.com.au.