Terms & Conditions

These Terms and Conditions form part of the agreement made between Dirt Creative Pty Ltd ABN 47690548942 (Dirt Creative) and you, the person who has asked for the supply of copywriting services. Once you sign the Proposal, these Terms and Conditions together with any additional terms in the Proposal will be binding between us.

If you agree with the Proposal including these Terms and Conditions you can show your acceptance by signing the Proposal where indicated and clicking the “Accept” button. You agree that by so signing and accepting the Proposal you warrant that you are authorised to do so and that you understand the contents of the Proposal, that it accurately records all matters that are relevant to the supply of the Services and that you agree to be bound by these Terms and Conditions.

The information in the Proposal is based on information that you have provided to Dirt Creative either in email or in our discussions as we scoped out the services that you would like Dirt Creative to provide (Services). Where appropriate the charges listed in the “your investment” section of the Proposal will be a fixed fee.

The Proposal is valid for 7 days from the date on which Dirt Creative provides it to you.

In order for Dirt Creative’s Proposal to be accurate and for Dirt Creative to deliver the Services as requested, it is important that the Proposal accurately reflects the scope of the work.

If there are any ambiguities in the Proposal, these ambiguities might be reflected in the work Dirt Creative does. You accept that if Dirt Creative has to make any revisions as a result of such ambiguities or because of incomplete information in the Proposal, additional charges may apply.

You agree that the Services and documents provided to you will have been created in accordance with the Proposal and are appropriate for use at the time the Services are provided and for a reasonable time after that.

If you have asked Dirt Creative to provide the Services so that you can provide Dirt Creative’s copy to a third person, you must notify Dirt Creative so that this can be noted in the Proposal. The supply of Dirt Creative’s copy to a third person may impact the Proposal. Your obligation to pay Dirt Creative for the provision of the Services (Fee) is not dependent on the third person paying you first.

The Proposal includes the deliverables set out in the “deliverables & timeline” section of the Proposal (Deliverables).

Once you have received the Deliverables and the project is completed, you must within one month of completion, download all materials that you want to keep from the shared Google drive. If you want to retrieve any materials once Dirt Creative has archived them, you agree to pay Dirt Creative’s then hourly rate for the work done in retrieving the materials and forwarding them to you.

If the Proposal includes engaging Dirt Creative to provide Deliverables as part of a monthly retainer you must pay the fee (Retainer Fee) at the start of each month, in advance. Dirt Creative will not start providing Services until the Retainer Fee has been received.

The retainer period will be 3, 6 or 12 months as agreed by the parties.

The Deliverables will be scoped and agreed for each month at the start of the 3, 6 or 12 month period and only for that month. Any unused Deliverables cannot be carried over to the following month.

To ensure that Dirt Creative can provide the Deliverables within the agreed month, you must provide all necessary information, materials, feedback and approvals in a timely manner. If you do not do this and Dirt Creative cannot provide the Deliverables within the month, those Deliverables will not be carried forward and subject to law, the Retainer Fee already paid will not be refunded.

Additional months may be added to the retainer as agreed in writing by you and Dirt Creative. Any additional months will be subject to Dirt Creative’s fees at the time of the new agreement.

Either party may choose not to continue the retainer beyond the agreed term by giving at least 30 days’ written notice to the other party before the end of the relevant 3, 6 or 12 month period.

The provisions of clauses 3.1, 3.3, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10 and 3.11 apply in relation to the Retainer Fee. For the avoidance of doubt, this means that if you wish to pause the retainer mid-term, a pause fee or restart fee may apply.

You agree to pay the Fee, which will be in USD, for the provision of the Services as set out in the Proposal or as amended by written agreement between us.

If you require Dirt Creative to provide you with a first draft in less than 2 business days of your acceptance of the Proposal, then Dirt Creative may charge a rush loading of up to 40% of the Fee.

Dirt Creative reserves the right to charge for additional services provided outside of the scope of this agreement at Dirt Creative’s then hourly rate of $150 plus GST or $165 including GST. Work outside the scope of this agreement might include additional meetings and revisions, liaising with third parties such as graphic designers, web developers or printers and work not included in the Proposal.

You must pay the deposit on signing the Proposal. To the extent permitted by law, the deposit is non-refundable. The deposit is calculated as follows:

• Where the total Fee for the Services is $5,000 or more, the non-refundable deposit will be for 50% of the total Fee. The balance of the Fee will be payable after the final first draft of the work is sent to you.
• Where the total Fee is less than $5,000, the non-refundable deposit is the total Fee.

Dirt Creative will give you details of how to pay the Fee when Dirt Creative sends you your tax invoice. All invoices must be paid within 7 days of their date.

Unless stated in the Proposal, the Fee does not include the costs or charges of third parties such as graphic designers, web designers and developers, SEOs and SEMs or for subscriptions, printing, couriers, other media or travel costs. Dirt Creative will obtain your prior approval for any such third party costs. You will be and remain liable for payment of these third party costs.

If the Services include the ongoing provision of a monthly service such as writing a regular newsletter or blog, Dirt Creative will require payment in advance of the agreed monthly retainer.

If the Services include meetings with you, and you have not provided at least 24 hours of cancellation, Dirt Creative may charge a cancellation fee at its then hourly rate of $150 plus GST or $165 including GST.

If at any time during the term of the agreement, you stop communicating with Dirt Creative in relation to the Deliverables, the Services will be put on hold. Dirt Creative may charge a pause fee when you put the Services on hold or a restart fee when you come back to restart the provision of Services.

If you request to pause the project after it has commenced, a non-refundable pause fee of $500 (plus GST) will apply. This fee secures your place in Dirt Creative’s calendar and covers the administration involved in pausing and rescheduling the work. You must provide a proposed restart date at the time of pausing. If the project is paused for more than 60 days, it may be treated as a terminated project, and a new Proposal may be required to recommence the work.

Interest may be charged on late payments at an interest rate equal to the rate of the Reserve Bank of Australia at the time, calculated daily from the due date of payment on all overdue amounts.

If you want to change the Proposal, you must inform Dirt Creative as soon as possible. If you have already accepted the Proposal, Dirt Creative will need to formally amend the agreement. Dirt Creative will send you a revised Proposal which you must accept. Dirt Creative will not re-commence providing the Services until the revised deposit has been paid.

Additional revisions or revisions based on a change in the scope of work including a change of direction or format will incur an additional fee at Dirt Creative’s hourly rate. Dirt Creative will give you an estimate of the fee before commencing the work.

As part of providing the Services, Dirt Creative will provide two rounds of reasonable revisions. Reasonable revisions will not include revisions because the scope of the Services has changed, relevant information was not provided by you or included in the Proposal, or you have changed the way you would like to approach the project.

If you want any additional revisions, Dirt Creative will charge its then hourly rate of $150 plus GST or $165 including GST.

If you do not approve the drafts delivered to you within 7 days of delivery, then the last draft sent will be deemed to be the final draft and Dirt Creative’s obligations to provide the Services will be deemed to have been completed. If you want to restart working on this draft after the 7 days, you may need to pay a restart fee.

Dirt Creative will provide the Services using all reasonable skill and care.

Unless a deadline for the provision of Services has been agreed, Dirt Creative will provide the Services within a reasonable time.

Dirt Creative will deliver any documents that form part of the Services to you as word or excel documents or as otherwise agreed between the parties.

Dirt Creative agrees to keep confidential any confidential information provided by you which you expressly tell Dirt Creative is confidential including the information in the Proposal.

Dirt Creative may, from time to time, engage other people to help deliver the Services. Dirt Creative will review and amend their work and ensure it is of the same standard as the Services Nikita Morell, the founder of Dirt Creative, personally provides.

If in the Proposal Dirt Creative has agreed to interview one or more of your customers to obtain reviews or quotes, Dirt Creative will follow up each customer twice to arrange the interview. If the customer does not fix an interview time or cancels, you must provide another customer to contact and additional fees may be charged. After the interview, any reviews or quotes will be sent to you for approval before inclusion in the Deliverables.

Dirt Creative owns all copyright in any materials (Works) provided to you under the terms of this agreement.

Once you have paid all the Fees and/or the Retainer Fee, Dirt Creative grants you a perpetual, royalty free, exclusive licence to reproduce and use the Works for the purpose set out in the Proposal. You do not have the right to use the Works for any other purpose including commercialising them for your own benefit or sub-licensing the Works to a third party without Dirt Creative’s prior written consent.

You agree that Dirt Creative can use selected extracts of the Works and your name as a client to promote and advertise its business provided that these extracts do not contain any of your confidential information.

This agreement will continue for the term of the project as set out in the Proposal or until terminated by either party in accordance with this clause.

Either party may terminate this agreement by giving the other party 30 days’ written notice if:

• The other party is in breach of any provision of this agreement and has failed to remedy the breach within 14 days of receipt of written notice.
• The breach is not capable of remedy.
• The other party is unable to pay its debts in the ordinary course of business.

You will remain liable to pay any outstanding Fees, including any Retainer Fee, no matter why this agreement was terminated. If this agreement is terminated after Dirt Creative has provided the Services, Dirt Creative retains the right to send you a final invoice and have it paid in full.

All terms of this agreement that are expressly or by their nature impliedly intended to survive termination shall not be affected by such termination.

Dirt Creative provides the Services in good faith but cannot guarantee that the Services provided will have the outcome you wanted to achieve. You are also responsible for checking the work Dirt Creative submits and ensuring it is satisfactory including free from grammatical and spelling errors. Dirt Creative will not be responsible for any costs you incur as a result of wrong copy being printed, published or otherwise used by you.

To the extent permitted by law, all express or implied guarantees, warranties, terms and conditions are excluded from this agreement.

If any guarantee, warranty, term or condition is implied or imposed under any applicable legislation and cannot be excluded but can be limited, then Dirt Creative’s liability is limited to supplying the Services again or paying for the Services to be supplied again.

To the extent permitted by law, Dirt Creative is not liable for any special, indirect or consequential loss or damage (including personal injury), loss of profit or opportunity arising out of or in connection with the Services.

You agree to defend, indemnify and hold Dirt Creative, its employees, agents and independent contractors harmless against any claims, damages, costs, liabilities and expenses arising out of or related to any claims made by third parties as a direct or indirect result of the use of any information or materials provided by you for delivering the Services.

This agreement is governed by the laws of New South Wales and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New South Wales.

If part or all of any of this agreement is illegal or unenforceable it will be severed from the agreement and will not affect the continued operation of the remaining provisions.

This agreement can only be amended, supplemented or waived in writing signed by both parties.

The failure of either party to enforce, or the delay by either party in enforcing, any of its rights shall not be deemed a continuing waiver or a modification of this agreement.

This agreement together with the Proposal contains the entire agreement of the parties with respect to its subject matter.