Terms and Conditions
Last updated: May 4, 2019
The following Terms and Conditions constitute an agreement (the “Agreement”) between you as the (“User”) and The Keely Collective (“The Keely Collective”) (“we”, “us”) (A.B.N.) and contain the terms and conditions that apply to your access and use of the website and The Services provided by Us.
Please read these terms and conditions (the “Terms”) carefully. By accessing our website: www.thekeelycollective.com you signify that you agree with these terms and conditions. If you do not agree to abide by these or any future Terms and Conditions, do not use, or access (or continue to use or access) the Website.
The Keely Collective reserves the right to modify this Agreement and/or the Policies (and update The Keely Collective Web Page on which they are displayed) from time to time. A date stamp will be applied at the top of the page, therefore, it is important that you check this page regularly. Your continued use of the website and your purchase or engagement with The Keely Collective indicates you agree to all Terms set forth herein.
All prices listed on the Website are in Australia Dollars. Payment for products is to be made in full. On receipt of payment by us, you will receive a confirmation email which will contain a link to download your high resolution, original artwork files. You must open and download your files within 24 hours of the email being delivered to you, after which time the link will expire. Payment for Products must be made in full before we will perform any Services requested in relation to Products, such as color alternations or custom edits.
You can pay for our Products using the payment methods available on our Website from time to time, via Electronic Funds Transfer (EFT), PayPal and Credit Card. You will be liable for any applicable merchant or transaction fees, in addition to the purchase price for the Product.
Full and punctual advanced payment is required prior to the product being dispatched, or the service being delivered.
All prices displayed of products or services are advertised on the Website. These can be changed without notice.
In the event The Keely Collective is required to recover any unpaid costs:
1. all legal costs involved with recovery will be paid by the Client, on an indemnity basis; and
2. where the account is referred to a collection agency, collection costs associated with the collection agency will be added to the balance outstanding and will be paid by the Client.
The Keely Collective services include creative direction, custom textile design, and graphic design.
Quotes for Services are valid for thirty (30) days unless otherwise stated. We reserve the right to amend our pricing after that time.
All prices given in any Quote are in Australian Dollars.
A non-refundable 50% deposit is required prior to delivery of any Services. You agree that we are not obliged to commence work unless and until we receive payment of such deposit.
The balance of our fees must be paid on approval of final artwork concepts. You agree to reimburse us any additional expenses that are outsourced during the project, including but not limited to; fonts, stock imagery or fabric printing companies used, which will be included in the final invoice.
Any request to provide Services ahead of the schedule set out in our proposal must be submitted to us in writing as soon as possible. We may accept or decline the amendment or propose an alternative solution, subject to such terms as we deem reasonable. If we agree to revise the schedule, you will be liable to pay a rush fee equal to 30% of the total project fee, which will be included in the final invoice.
You can pay for our Services using the payment methods set out in our invoice. Payment is preferred to be made by electronic funds transfer into our nominated account. You will be liable for any applicable merchant or transaction fees, in addition to the fees for the Services.
This agreement also incorporates the terms of any invoice we issue to you.
If you fail to pay any amount within fourteen (14) days of the due date, we may charge interest at a rate of 10% per annum, until paid in full. If an amount remains unpaid for 60 days, we may refer the invoice(s) to a debt collection agency or lawyer for further action. You will be responsible to pay all costs incurred by us in collecting payment of outstanding amounts, including debt collection and legal fees (whether by reimbursement or otherwise), as a liquidated debt. Debt collection and legal fees expressly include any fees, disbursements or commission charged or chargeable by a debt collection agency and all charges reasonably claimed by a lawyer on an indemnity basis.
The Client acknowledges that from time to time, The Keely Collective may engage contractors to assist in project work.
To access certain features of a project with The Keely Collective, you may be required to register an Account (via a Username and Password) with The Keely Collective. This registration is free.
You acknowledge that in accessing our website and engaging our services, you are completely responsible for any and all of the activity, liability and/or damage which results from your failure to securely maintain your account information and/or password. You agree that you will securely protect your account information and password and will make sure that this information is maintained as accurate.
As the client, you will bear full responsibility for any and all activities that are conducted through your account.
Our quote will be based on the scope of work discussed with you at the briefing stage. You agree to provide us with correct information (to the best of your ability) needed to scope the project. You understand and agree that if you fail to provide correct and complete information, this may lead to further work, which will be outside the scope of the project and subject to additional fees.
If you wish to change the scope of work after accepting the Quote and artwork brief (for example, if you have originally requested a mid-scale print and decide to change to a hero print), requests for changes must be submitted to us in writing as soon as possible and must outline all project changes and/or brief updates.
We will respond to the request by proposing availability to complete the additional work and set out any additional fees and new delivery dates. You will have ten (10) days to accept our new Quote and changes to the project delivery times. If you do not accept the Quote for the additional work, we will not be obliged to perform the work and may terminate this agreement.
5. Artwork Revisions
Included in any Service project is three (3) rounds of artwork revisions (per artwork) at any time within the project time frame. This includes but is not limited to; color changes, motif or graphic element amendments, repeat layout changes, size or scale changes. Revision requests must be submitted in writing and delivered by email, within two (2) business days of our presentation of concepts and or/ motif development to you. If you do not provide feedback on concepts within two (2) business days, you will be deemed to have accepted the concepts with no revision requests.
If you wish to make more than three (3) revisions to artwork during the project, such revisions will be charged at our hourly rate of $80 per hour, added to our final invoice.
If the proposal for the amended project scope from The Keely Collective is rejected by the Client, The Keely Collective is not obliged to perform any services beyond those in the Original Agreement. The Keely Collective reserves the right to extend or modify any delivery schedule or deadlines in the agreement as may be required by such changes.
6. User’s Obligations
You agree that at all times that:
1. You will comply with this Agreement (including all The Keely Collective Policies) and all applicable laws and regulations; and
2. You will provide accurate information, to the best of your knowledge; and
3. You warrant that the instructions you provide to The Keely Collective will not infringe, misappropriate or violate a third party’s intellectual property rights, or privacy rights, or any other rights or result in the violation of any applicable law or regulation.
You agree to provide us with all information we need to complete any project in a timely manner and according to the timeframe of the project. You agree and accept that any delay by you in replying to emails, providing feedback or submitting more than 3 revision requests may result in a delay in project completion, for which we will not be liable. Each party agrees to notify the other party if they believe the project may be delayed.
8. Delivery and acceptance
We will deliver high resolution, final artwork files to you on receipt of final payment or proof of same.
For Service projects, you agree that the project agreed upon is a collaborative effort and that we will deliver the final artwork to the best of our ability and utilizing our high skill level. You agree to provide as many directions as necessary for us to execute and complete the project according to your desired outcome and to your print production needs. We will not be liable for any failure to complete the project where such failure is a result of your withholding or failure to communicate essential information or instruction.
If within ten (10) business days after receiving final artwork you notify us in writing that you believe we have failed to comply with the agreed project brief, we will amend, revise and re-submit the final artwork to you within ten (10) business days of receipt of your communication. You will then have (10) business days to provide feedback and/or approve the revised artwork, failing which you will be deemed to have accepted the final artwork. Any disagreement as to compliance with the project brief will be dealt with under the dispute resolution clause of this agreement.
All products sold from The Keely Collective are final and are sold on a no return or credit basis, once an order has been completed, and payment has been processed.
As per Australian Consumer Law, where a product has been listed at an incorrect price, incorrect description or image due to typographical error or similar oversight, The Keely Collective reserves the right to cancel and/or amend a transaction.
10. Post Project
For custom print design Services, we offer two (2) post-fabric sampling revisions, which may include but are not limited to; color adjustments and size adjustments. If you wish to make more than two (2) revisions to the artwork post-fabric sampling, such additional revisions will be charged at an hourly rate of $80 per hour, which will be invoiced separately, unless the revision request is outside the scope of the original brief, in which case we will submit a new Quote to you for consideration.
You agree to provide us with all production specifications needed to produce your artwork, including but not limited to; repeat sizes, scale requirements, color references, motif or sizing. We will not be responsible for any errors made during sampling, production sampling or print production.
In consideration of full and punctual payment to The Keely Collective, full copyright and exclusive right to use the design will be provided to Clients who make a purchase under The Keely Collective’s exclusive textile print library or via engaging The Keely Collective for custom designs.
All Intellectual Property Rights (excluding Moral Rights) in artwork and prints produced by us for you as a result of a Service project remain our sole property. Nothing in this agreement will cause any assignment of such rights. Where our quote includes an exclusive license, we agree to grant you an exclusive license to use the artwork and print for the purposes expressly set out in the Quote and/or proposal and subject to the balance of this agreement. Such license will be granted on the receipt of payment of our final invoice in relation to the artwork, print and/or project.
If you fail to make payment as required by this agreement, we may terminate this agreement, in which case there will be no grant of license of Intellectual Property Rights in any artwork or prints produced and we will be within our rights to sell or license the use of such artwork to any other person.
For Products sold pursuant to an exclusive license, we agree to grant you an exclusive license to use the artwork and print for the print production. Such license will be granted on the receipt of payment in full in cleared funds.
Non-exclusive licensed artwork is not transferable, and cannot be re-sold to, or used by any other business entity without written permission from The Keely Collective.
A “standard” design created by The Keely Collective relate to any designs that are available in the website library as a pre-designed print. The Client makes a purchase of a standard licensed design with the acknowledgment and knowledge that the design is non-exclusive.
The Client hereby undertakes that they will not in any way use the licensed design to damage The Keely Collective’s business.
The Client hereby undertakes that they will not in any way use the licensed design to marginalize, discriminate against, or bully any person, or for the promotion of illegal activities such as drug use.
All Intellectual Property Rights (excluding Moral Rights) in Products sold pursuant to a non-exclusive license remain our sole property. Nothing in this agreement will cause any assignment of such rights. We agree to grant you a non-exclusive license to use the artwork and print for print production purposes, subject to the balance of this agreement. Such license will be granted on the receipt of payment in full in cleared funds. We reserve the right to license the use of the artwork and print to other persons on the same or different terms or do anything else in relation to the artwork, so long as such action is not inconsistent with the terms of the license we grant you pursuant to this Agreement.
Licenses referred to in this clause specifically exclude any right to sell, license or distribute the artwork or print the subject of the Intellectual Property Rights – or attempt to do any of those things – without our prior written consent. In the event of a breach of this clause, any license will be immediately revoked and we may pursue you for an appropriate remedy, which may include a claim for damages or an account of profits.
The information, text materials, graphics, logos, button icons, video and audio clips, trademarks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, and control features of The Keely Collective Website and or any of its Platforms are protected by copyright, trademark, and other intellectual property laws.
If images or information from The Keely Collective is shared on social media platforms including but not limited to Pinterest, Instagram or Facebook, they must be credited and linked back to The Keely Collective.
Warranty and indemnity
You warrant to us at all times during this agreement that you have the fill right and titles (including all Intellectual Property Rights) to all elements of text, graphics, photos, designs, trademarks, or other artwork or text you provide to us for the purpose of this agreement (“Elements”), or that you have received written permission from the rightful owner(s) to use each of the elements for the purpose it is to be used by you. Or is on your behalf. You indemnify is on a continuing basis in respect of any breach of the warranty set out in this clause and/or any breach of any other person’s Intellectual Property Rights or other rights arising out of the elements.
12. No warranties
To the extent permitted by law, The Keely Collective does make any warranties of any kind, either express or implied, statutory or otherwise, relating in any way to the subject matter of this agreement, including but not limited to, warranties of merchantability or fitness for purpose and all such warranties are hereby excluded.
13. Availability, Errors, and Inaccuracies
As we are constantly updating our product offering, there may be times we may experience some delays in updating information on our services or product page, and in our advertising on other websites. There may be instances where there may be errors or inaccuracies found on our web page that may not be complete or current, or if products or services are mispriced, described inaccurately, or unavailable. We cannot guarantee
the accuracy or completeness of any information found on our website.
We reserve the right to change or update the information and to correct errors, inaccuracies, or omissions at any time without prior notice.
The Keely Collective nor any of its officers, will not be liable to you or anyone for any delays, errors, omissions, any loss, damage or cost, including, without limitation, any direct, indirect, special, purely economy, consequential or punitive damages or any legal costs arising out of, or in connection:
1. the use of The Keely Collective website;
2. the use of information provided by you through The Keely Collective on its website and/or its platforms; or
3. the use of any products and/or resources provided to you by The Keely Collective;
4. you or anyone else being unable to access The Keely Collective for any reason;
5. the production and sales outcomes by you and your manufacturer.
You acknowledge that materials on the Lovely People Studio website may contain technical, typographical or photographic errors. Lovely People Studio does not make any commitment to update the materials.
You indemnify Lovely People Studio harmless from any and all claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable legal costs and expenses which may arise directly or indirectly as a result of any promise, representation, warranty, act, omission or obligation of The Keely Collective in respect of the provision of the Services to You; use of the Services, resources or products to You; and/or any breach of this agreement by You.
The Keely Collective makes no guarantee as to the availability or suitability of services, or information on this Site or to its materials.
The Keely Collective nor any of its officers will be liable to you or anyone for any defamatory, infringing, offensive or material found in connection with the use of The Keely Collective, including such conduct or material transmitted by means by any other person.
15. Limitation of Liability
Our Products and Services provided to consumers (as defined in the Australian Consumer Law) come with rights and guarantees that cannot be excluded. Nothing in this agreement is intended to modify, exclude or restrict any such right or guarantee to which you are entitled.
Where our Products or Services provided to you fall within the scope of the Australian Consumer Law, we limit our liability to you to the fullest extent permissible under section 64A of the Australian Consumer Law. We specifically exclude liability for negligence. To the maximum extent permissible by law, we exclude liability for consequential loss or damage, including loss of business profits.
Where our Products or Services fall outside the scope of the Australian Consumer Law, we exclude all liability to you (including for consequential loss or damage, including loss of business profits) and you hereby waive, release and discharge, on a continuing basis, all claims you have or may have against us relating to the provision of the Products and/or Services, however arising. We specifically exclude liability for negligence.
The Client agrees to allow The Keely Collective to place its designs and work, along with a hyperlink to the Client’s site on The Keely Collective’s own website or social media platforms for self-promotional services, unless agreed to the contrary in writing by both parties.
You Irrevocably authorized us to reproduce and display artwork delivered pursuant to any services project on our website and social media pages for self-promotion purposes. We agree to include a hyperlink to your website or social media tag wherever possible where your project or product is displayed.
We do not offer refunds for Products or Services due to change of mind.
Nothing in this clause is intended to modify, exclude or restrict your rights under the Australian Consumer Law.
Requests for refunds should be submitted to us in writing for consideration.
This Website, including associated social media profiles, may contain links to third party websites. The inclusion of a link does not imply that The Keely Collective endorses, has investigated or verified the linked websites. They are provided on an ‘as is’ basis.
Either party may choose to terminate this agreement at any time by giving notice in writing to the other party. If termination is disputed, it will be dealt with in accordance with the dispute resolution clause of this agreement.
20. Consequences of termination
If you terminate this agreement otherwise than for cause, your deposit will be forfeited. If more than 50% of the project is completed (i.e. after mood boards have been completed, concepts and elements have been signed off), you will be liable to pay us the prorated portion of the fees set out in our Quote.
If we terminate this agreement for cause (including but not limited to termination due to non-payment), your deposit will be forfeited and you will be liable to pay us the prorated portion of the fees set out in our Quote.
21. Dispute Resolution
If the Client has a complaint or concerns about the website, please contact The Keely Collective directly through email@example.com.
The party must inform the other party in writing of the nature of the dispute, the outcome they desire to resolve the dispute, and the action they believe will settle the dispute. On receipt of the notice by the other party, we will both make every effort to resolve the dispute by mutual negotiation within 20 business days.
Where disputes have occurred, mediation will be the first cause of action, if communications between the Client and The Keely Collective to attempt to resolve the dispute has exhausted.
All legal/mediation/arbitration fees associated with a dispute raised by the Client will be at the expense (in full) of the Client.
Notices required to be given under this agreement must be in writing and sent to the other party by email to the last notified email address of the party to whom the notice is addressed. The notice will be deemed delivered on when it enters the recipient’s information system.
22. Governing Law
This agreement will be governed by the laws of Queensland. The parties agree to the non-exclusive jurisdiction of the courts of that state.
23. Choice of Law
The agreement herein is governed by the law in force in the State of Queensland and you any other courts which may hear appeals from those courts in respect of any proceedings in connection with these Terms of Conditions.
24. Law enforcement
The Keely Collective reserves the right to cooperate fully with any law enforcement authority in any jurisdiction in respect of any lawful direction or request to disclose the identity or other information in respect of anyone posting any materials, which violate any applicable or relevant law.
Business Day means a day on which banks are open for business in Brisbane, other than a Saturday, Sunday or public holiday.
Intellectual Property Rights means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including, without limitation, business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trademarks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration, as well as all digital and electronic rights.
Moral Rights means the personal rights of a creator to have their work attributed to them and to insist that its integrity be retained.
Products mean “off-the-shelf”, ready to buy textile designs available on our Website.
Quote means any written quote that we prepare to provide Services, including an estimate of our fees.
Services mean design services provided by The Keely Collective, including graphic design, textile design, and custom print design services, and specifically includes any services requested in respect of Products, such as color alternations or custom edits.
Website means www.thekeelycollective.com