Terms & Conditions

These Terms and Conditions apply to all services provided by Vim Studio Design Pty Ltd (ABN 55 676 615 731), hereafter referred to as “Vim Studio,” to its clients (“the Client”), unless otherwise agreed in writing.

1. Scope of Work

Vim Studio will provide design, branding, packaging, website design and development, ecommerce integration, digital strategy, or other creative services as agreed in the approved proposal or scope of work. The Client acknowledges that the final scope, deliverables, and timelines are defined in that approved document, which forms part of this agreement. Any additional work outside the approved scope will be quoted separately and may require a new agreement.

2. Project Process and Client Responsibilities

Vim Studio will perform services with professional skill and care. The Client agrees to provide all necessary content, feedback, approvals, assets, supplier dielines, product details, photography, and other materials in a timely manner, as outlined in the project timeline. Delays in providing such materials or approvals may impact delivery dates and may result in additional costs. Vim Studio is not responsible for delays caused by late client feedback or asset delivery.

3. Revisions

Unless otherwise specified in the proposal, each major deliverable includes up to three rounds of revisions. Additional revisions will be billed at Vim Studio’s standard hourly rate, as specified in the proposal or current studio rate schedule.

4. Payment Terms

Fees, payment amounts, and the payment schedule are outlined in the approved proposal. Invoices are payable within 14 days of issue unless otherwise agreed in writing. Vim Studio may suspend work or delivery of assets if payments fall overdue. Interest may be charged on overdue amounts at the Reserve Bank of Australia cash rate plus 2%, calculated daily, until paid in full. The Client is responsible for all costs of recovery of overdue amounts, including legal costs on an indemnity basis.

5. Cancellation and Termination

Either party may terminate this agreement in writing if the other party breaches its obligations and fails to remedy that breach within 14 days of notice. The Client may also terminate the project for convenience at any time by written notice. In the event of client-initiated termination, all work completed to date will be invoiced and must be paid in full, and any payments already made are non-refundable. Vim Studio reserves the right to terminate this agreement if the Client fails to provide required approvals or payments within 30 days.

6. Intellectual Property

Vim Studio retains ownership of all working files, concepts, and processes created during the project. Upon full payment of the project fee, the Client is granted a non-exclusive, perpetual license to use the final approved deliverables for their own business purposes. Vim Studio retains the right to showcase the work in its portfolio and marketing materials.

7. Third-Party Costs and Tools

Unless specified in the proposal, costs for fonts, stock images, third-party software licenses, apps, integrations, plugins, or any external services are the responsibility of the Client. Vim Studio may assist with purchasing and setup but is not liable for ongoing fees or changes to third-party services.

8. Website Hosting, Maintenance, and Post-Launch Support

Unless expressly agreed in writing, ongoing hosting, domain registration, maintenance, software updates, and post-launch support are not included in the scope of work and may be provided at additional cost. Basic post-launch support or training (where included) will be outlined in the proposal.

9. Confidentiality

Both parties agree to maintain the confidentiality of sensitive business information shared during the project. Neither party will disclose confidential information to any third party without prior written consent, unless required by law.

10. Limitation of Liability

Vim Studio will perform services with reasonable skill and care but does not guarantee specific business outcomes or commercial success. To the extent permitted by law, Vim Studio’s liability for any claim related to this agreement is limited to the total fees paid. Vim Studio is not liable for any indirect or consequential losses, including loss of profits, business interruptions, data loss, reputation damage, or issues arising from third-party services or integrations.

11. Warranties and Indemnities

The Client warrants that they have all necessary rights to provide materials (including logos, images, copy, supplier dielines, and product details) and will indemnify Vim Studio against any claims arising from infringement of third-party rights. Vim Studio is not responsible for errors in Client-supplied content.

12. Dispute Resolution

Both parties agree to attempt to resolve any disputes through good faith discussion and negotiation. If the dispute cannot be resolved within 21 days, either party may refer the matter to mediation in Queensland before taking legal action. Nothing in this clause prevents either party from seeking urgent injunctive relief.

13. Force Majeure

Neither party is liable for failure or delay in performing obligations under this agreement if caused by events beyond their reasonable control, including but not limited to natural disasters, pandemics, war, strikes, or government restrictions.

14. Amendments and Entire Agreement

These terms, together with any approved proposal or statement of work, constitute the entire agreement between the parties. Any amendment must be in writing and signed by both parties.

15. Governing Law

This agreement is governed by the laws of Queensland, Australia. Both parties submit to the exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia.

Execution

By accepting a proposal, making payment, or instructing Vim Studio to begin work, the Client agrees to be bound by these Terms and Conditions.

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