1 Registering on TheDesignLab Site
1.1 When registering to use TheDesignLab Site and TheDesignLab Services, You must register yourself as either a “Designer” or a “Client”.
2 TheDesignLab Service
2.1 The TheDesignLab Service is an online offering where:
(a) Client(s) seeking a design or work can post Brief(s) in relation to a Project and seek to obtain Submission(s) from TheDesignLab Designers to such Brief(s); and
(b) TheDesignLab and Community Administrators can run Community Contests and seek to obtain Submissions(s) from Designers / Creatives to such Community Contests, in each case in accordance with this Agreement.
2.2 For a Designer, TheDesignLab Service includes the ability to:
(a) create and modify a profile for that Designer;
(b) submit Works through TheDesignLab AU Site;
(c) submit Submissions to Community Contests through the TheDesignLab AU Site; and
2.3 For a Client, TheDesignLab Service includes the ability to:
(a) post Brief(s) requesting designs or works for paid/commercial Projects (such as logo designs and website designs) through the thedesignlab Site; and/or
(b) purchase Works from Designers for paid/commercial Projects through TheDesignLab Site.
2.4 We reserve the right, at Our sole discretion, to deny a Brief from being posted on the TheDesignLab Site, and/or remove a Brief from the TheDesignLab Site.
2.5 We may, but are under no obligation to review any Community Contest or Brief for accuracy, completeness of information, quality and/or clarity.
3 Obligations for Clients and Designers / Creatives
3.1 The rules and instructions which govern how:
(a) Clients can post Briefs in relation to a Project, and how Designers can submit Submissions in respect of such Briefs, are described on the TheDesignLab Site (“Rules for Paid/Commercial Projects”); and
(b) Designers can submit Submissions in respect of such Community Contests, are described on the TheDesignLab Site (“Rules for Community Contests”).
4.1 Designer acknowledges it shall not receive any ‘Winning’ payment for any of its submitted Work(s) unless:
(a) in the case of Community Contests, the Designer’s Work is selected as a Winning Work, and only then to the extent that there is a monetary prize for that Community Contest;
(b) in the case of paid/commercial Projects, the Client makes payment to Us in respect of such Work(s) and:
(i) in the case of Multiple Designer Contests:
(A) the Designer / Creative’s Work is selected as a Winning Work; or
(B) for Guaranteed Multiple Designer Contests, the Designer’s Work is selected by Us (in the event of Client’s failure to select a Winning Work); or
(ii) in the case of One Designer / Creative Projects, the Designer / Creative’s Work has been approved.
4.2 Without limiting any warranties given by Client under this Agreement:
(a) Client must only use or provide a Brief where its genuine good faith intention is to purchase a Work from a Designer; and
(b) Client must not use the TheDesignLab Service to generate ideas and to use these ideas with no intention of purchasing any Work.
5 Resellers/White-Labelling and Paid/Commercial Projects
5.1 Designer acknowledges and agrees that Client(s) may:
(a) reproduce and display the Submissions and submitted Works to third parties as part of the selection and/or approval process; and/or
(b) on-sell Winning Works or approved Works to third parties, and that this may be done without an acknowledgement that the Designer is the creator of the Work(s).
(a) warrants that written consents have been obtained from all persons and/or entities engaged by Designer in the production of the Work in respect of the Client’s rights under this Agreement without infringement of any Moral Rights in the product of their services;
(b) waives, and must ensure that all authors waive, any Moral Rights they may have in the Work; and
(c) consents to Client exercising all rights as afforded under this Agreement and reproducing or otherwise exploiting the Work (and any part thereof) without infringement of Designer’s Moral Rights, and to doing any other acts that might otherwise infringe Designer’s Moral Rights.
6 Designer – Client Contract and Nature of Our Service
For paid/commercial Projects, You acknowledge that:
(i) selection by Client (or Us) of a Winning Work submitted by Designer in respect of a Multiple Designer Contest; or
(ii) approval of a Work submitted by Designer in respect of a One Designer / Creative Project,
Designer / Creative and Client enter into a legally binding agreement with each other in the form of the Designer – Client Contract that governs (amongst other things) the originality of work and the transfer of copyright from Designer to Client in respect of the Work(s). A copy of this agreement can be found here: Designer – Client Contract;
(b) We are not a party to the Designer – Client Contract;
(c) to the maximum extent permitted by law, We are not responsible for, and will not be liable in respect of, any breach or failure to perform by Designer or Client of any terms of the Designer – Client Contract; and
(d) to the maximum extent permitted by law, We have no control over and do not accept responsibility for the acts or omissions of Designers, Clients or other third parties in connection with the TheDesignLab Service or TheDesignLab Site.
7 No Contact and Non-disclosure
7.1 For paid/commercial Projects:
(a) Designer must not contact any Client other than via the TheDesignLab Site for a period of 90 days from the end of each applicable Project unless Designer is invited to by the applicable Client or “The Director, TheDesignLab”; and
(b) Designer acknowledges each Client’s rights to privacy and agrees not to disclose the details of any Brief or any Client to any third party (including to any other designer or Client within the TheDesignLab Site).
7.2 For the avoidance of doubt, You must not use or attempt to use any third party’s confidential and/or personal information without the express consent from that person in respect of all such proposed uses.
8 Fees And Refund Policy for Paid/Commercial Projects
8.1 In order to launch a paid/commercial Project, Client must first:
(a) pay to Us the value of any applicable Project Posting Fee; and
(b) pay to Us an amount equal to the relevant Project Budget, in accordance with the Fees Schedule.
8.2 Designer acknowledges that if it has any Work(s) selected as a Winning Work (in respect of a Multiple Designer Contest) or approved by Client (in respect of a One Designer Project), Designer will receive payment from TheDesignLab, net of any amounts retained by TheDesignLab, in respect of such Work(s). Designer acknowledges TheDesignLab will retain amounts in accordance with the Fees Schedule.
8.3 For paid/commercial Projects, Our refund policy is set out here.
8.4 For the avoidance of doubt, in the event Client receives a refund, Client will have no rights or interest (express or implied) in and to any Submission or Work(s) received in connection with the relevant Project.
9 Intellectual Property Rights And Submissions
9.1 You acknowledge that for paid/commercial Projects, the ownership of Intellectual Property Rights in any applicable Works will be set out in the Designer – Client Contract.
9.2 By submitting Your Content to the TheDesignLab Site or in connection with the TheDesignLab Service:
(a) You grant Us a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferable licence to use, reproduce, alter, amend, publish and display Your Content (including Briefs, Community Contests, Submissions and/or Works, and any part thereof) for promotional purposes on and in connection with the TheDesignLab Site, any of Our Websites and in connection with the TheDesignLab Service (including in marketing materials, the press and on other websites owned or operated by Us); and
(b) For paid / commercial contests, without limiting paragraph (a), Designer grants Client a non-transferable, non-exclusive, royalty-free licence to reproduce and display the Work(s) (including to third parties for the purposes of on-selling the Work(s)) prior to (as applicable):
(i) the Deadline for Selecting a Contest Work solely for the purposes of assisting in the selection / refinement of the Winning Work; or
(ii) the Deadline for Approving the Work solely for the purpose of refining the Work.
Designer / Creative and Client (as applicable) are each responsible for obtaining any consents or agreements that are required in respect of the licence granted in this clause 9.2.
9.3 By submitting Your Content to the TheDesignLab Site or in connection with the TheDesignLab Service, You warrant that:
(a) You have all the necessary rights, licences and permissions in connection with Your Content; and
(b) You have all necessary permissions from all individual(s), if any, appearing in Your Content (including a release signed by the individual(s), or if the individual is a minor, a release signed by the parent or legal guarding of the individual), and that You are not, and will not be, violating any obligations You owe to, or any rights of, any third party.
9.4 You must immediately advise Us of any infringement or threatened infringement, unauthorised use, or attack or threatened attack on the validity of any Intellectual Property Rights in connection with Your Content which may come to Your attention and provide to Us at Your cost such assistance as We may reasonably require in relation thereto.
9.5 Upon purchasing any Work and becoming the owner of the rights in the Work pursuant to the Designer – Client Contract, Client grants Us a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferrable licence to use, reproduce, alter, amend, publish and display the Work (and all parts thereof) for promotional purposes on and in connection with the TheDesignLab Site, any of Our Websites and in connection with the TheDesignLab Service (including in marketing materials, the press and on other websites owned or operated by Us).
9.6 Abuse of Copyright. You agree that You will report all intellectual property problems, offensive material or property violations to Us. If You believe Your rights have been infringed, You agree to email Us (with details of the same) at firstname.lastname@example.org.
10 TheDesignLab Site
Use of the TheDesignLab Site is subject to its conditions of use, a copy of which is accessible via the TheDesignLab Site.
11 Definitions and Interpretation
In these Special Terms and Conditions, unless the context otherwise requires:
“Brief” means a document setting out the Requirements for each Project;
“Client” means a person or entity that registers with Us as a “thedesignlab Client” in accordance with Our registration procedure;
“Commission Fees” means the fee for the Designer / Creative’s use of the thedesignlab Service which will be at the rate specified in the Fees Schedule;
”Community Administrator” means Us or an authorised registered user of the thedesignlab Site who is running a Community Contest;
“Community Contest” means a competition where a Winning Work will be voted on by registered users of the TheDesignLab Site, as further described in the Rules for Community Contests;
“Deadline for Approving the Work” means the deadline for the Client to approve a Work, as further described in the Rules for Paid/Commercial Projects;
“Deadline for Selecting a Contest Work” means the deadline for:
(a) the Client to select a Winning Work in a Multiple Designer Contest, as further described in the Rules for Paid/Commercial Projects; or
(b) registered users of the TheDesignLab Site to vote on all Submissions in a Community Contest, as further described in the Rules for Community Contests;
“TheDesignLab Service” means the service provided by Us pursuant to this Agreement and as described in clause 2;
“TheDesignLab Site” means www.thedesignlab.com.au and its subdomains or any other replacement website as may be notified by Us to You;
“The Director – TheDesignLab” refers to TheDesignLab Managing Director, as recognised by ABN 22 814 171 019.
“Designer” means a person or entity that registers with Us as a “Designer” in accordance with Our registration procedure;
“Designer – Client Contract” means the agreement between a Designer and a Client which transfers rights in the Works to the Client, as referred to in clause 6;
“Fees Schedule” means the page of the thedesignlab Site that sets out the Fees.
“Guaranteed Multiple Designer / Creative Contest” is a non-refundable Project where a Winning Work must be selected by the Client, as further described in the Rules for Paid/Commercial Projects;
“Minimum Design Standards” means the standards specified by thedesignlab’s Quality Standards;
“Multiple Designer / Creative Contest” is a Project where Client may receive multiple Works from different Designers / Creatives, as further described in the Rules for Paid/Commercial Projects;
“Project” means a design project the subject of a Brief;
“Project Budget” is the amount selected by a Client as the budget for a particular paid/commercial Project, as further described in the Rules for Paid/Commercial Projects;
“Project Posting Fee” means the fee payable by Client to Us for launching a paid/commercial Project and posting a Brief;
“Quote(s)” means a quote from a Designer / Creative for creation of the applicable Works the subject of the Brief;
“Refund Request” is defined in clause 8.4;
“Requirements” means detailed descriptions of a Client’s requirements in relation to a Project the subject of the applicable Brief, or in relation to a Community Contest, as applicable, including samples illustrating requirements, relevant deadlines and (if applicable) the Project Budget;
“Revision(s)” means minor changes to the Work(s) (including changes in colour, text, content, size, layout) and/or small and immaterial modifications to the concept of the Work(s);
“One Designer Project” is a project where a Client may request quotes and/or work with a single Designer to complete the Project, as further described in the Rules for Paid/Commercial Projects;
“Submission” means a design / creative submission made via the TheDesignLab Site from a Designer in response to a Brief or Community Contest (as applicable), which may include Work(s) and/or Quote(s);
“Upgrade Fees” means fees payable for any additional features as specified in the Fees Schedule;
“Winning Work” means the Work selected by Client as the successful Work from the Work(s) submitted in response to a Brief for a Multiple Designer Contest, or selected as the winning Work in response to a Community Contest (as applicable); and
“Work(s)” means designs, artwork, photographs, text, copy and other works created by a Designer and submitted to the TheDesignLab Site (in response to a Brief or Community Contest (as applicable)).