WARRANTY AND INDEMNITY
You warrant at all times during this agreement that:
a) you have the full right and title (including all Intellectual Property Rights) to all elements of text, graphics, photos, videos, designs, trademarks, or other artwork or text you provide to Lemon Street 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 by Lemon Street on your behalf; and
b) you have complied with and/or will comply with all applicable laws and regulations that relate in any way or apply to the project at your own expense.
You indemnify Lemon Street on a continuing basis for all loss and damage associated with any false warranty given by you and/or any breach of the warranties set out in this clause and/or any breach of any other person’s Intellectual Property Rights or other rights arising out of such breach.
LIMITATION OF LIABILITY
Lemon Street will provide services with due care and skill and to the best of our ability. Please note that Lemon Street does not offer any guarantees beyond those available to you at law (for example, any consumer guarantees you are entitled to under the Australian Consumer Law). Lemon Street does not provide any warranty or guarantee as to results that may be achieved. Any indications given are examples and are based on experience and must not be relied on to predict future results. You agree that you have not relied on any warranty, guarantee or representation given by Lemon Street in entering into this Agreement.
You also acknowledge and agree that third-party platforms which Lemon Street may use to provide the services, or which the services are designed to take advantage of, such as Facebook, Instagram, MailChimp and Squarespace, are not controlled or influenced by Lemon Street and Lemon Street cannot guarantee their continued availability. Should a critical platform become unavailable for any reason, Lemon Street will discuss a mutually acceptable alternative or termination with you.
Nothing in this agreement is intended to exclude any right or guarantee to which you are entitled under the Australian Consumer Law. Where our services fall within the scope of the Australian Consumer Law, Lemon Street limits our liability to you to the fullest extent permissible under section 64A of the Australian Consumer Law; that is, to the supply of the services again or the cost of having the services supplied again. Lemon Street specifically excludes liability for negligence. To the maximum extent permissible by law, Lemon Street excludes liability for consequential loss or damage, including loss of business profits.
If our services fall outside the scope of the Australian Consumer Law, Lemon Street excludes 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 Lemon Street relating to the provision of the services, however arising. Lemon Street specifically excludes liability for negligence.
You indemnify Lemon Street and hold Lemon Street (including our officers, employees, agents, contractors and related bodies corporate) harmless in respect of any and all claims, loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of any act or thing done by Lemon Street in good faith and purportedly pursuant to a right granted to us under this agreement, and any breach by you of any of the terms of this agreement.
LICENCE OF INTELLECTUAL PROPERTY
During the engagement, Lemon Street may provide you with materials which are subject to Intellectual Property Rights. Lemon Street retains all Intellectual Property Rights (including Moral Rights) in all works Lemon Street creates in relation to the project, including any brand boards, style guides, packaging designs, images, illustrations, logos, graphics or other written or visual work. Nothing in this agreement will cause any assignment of such rights.
Otherwise, Lemon Street agrees to grant you an exclusive licence to use the Intellectual Property created during the engagement for the purposes expressly set out in our Proposal, subject to this agreement. Such licence will be granted on the receipt of payment of our final invoice in relation to the project.
Licences referred to in this clause specifically exclude any right to sell, licence or distribute the Intellectual Property – or attempt to do any of those things - without our prior written consent, which may be withheld in our absolute discretion. In the event of a breach of this clause, any licence will be immediately revoked and Lemon Street may pursue you for an appropriate remedy, which may include a claim for damages or an account of profits. You are not authorised to copy, share, republish or otherwise distribute such works otherwise than in accordance with such licence.
If you request that Lemon Street assigns our Intellectual Property Rights in any work, this will be at our absolute discretion and may be subject to further agreement and fees.
Lemon Street retains the right to watermark or otherwise digitally lock or protect our Intellectual Property (including images, content or other works) produced under this agreement to protect our Intellectual Property Rights. Please note if this agreement is terminated, Lemon Street will not be obliged to provide any Intellectual Property to you. If you fail to make payment as required by this agreement, Lemon Street may terminate this agreement, in which case there will be no grant of licence and Lemon Street will be within our rights to sell or licence the use of such Intellectual Property to any other person.
Unless otherwise agreed in writing, you grant Lemon Street permission to use and reproduce your name, business or trading name and logo (if applicable), photograph or likeness, including any trade marks, as well as evidence of services delivered and results achieved, for the sole purpose of promoting our business. You agree that we may place images of designs and deliverables on our webpage, together with a hyperlink to your website.
It will be your responsibility to provide all data, images, copy and other information we request as necessary for the completion of the above. We will provide you with a secure location to upload these documents that will act as a shared folder for both yourself and Lemon Street until the engagement has been completed.
Agreed file formats will be delivered unlocked and unwatermarked once final payment has been received in full.
Please note that Lemon Street will not under any circumstances be obliged to deliver design files unless stated, such as Illustrator or InDesign files. These files are retained for our internal purposes only. If you require Lemon Street to deliver such internal files to you, this will be subject to further agreement and fees.
Our payment terms are generally 50% on commencement and the balance due prior to our handover of the final assets (eg logo files or ownership of website).
If you require alternative payment arrangements we can discuss this prior to commencing the project.