Frilled

Terms and Conditions

Effective Date: September 1st, 2024

We believe in keeping things clear, fair, and simple. But for the sake of clarity, the following terms and conditions outline the specifics of our agreement regarding our services.

Introduction

These Terms and Conditions (the "Agreement") constitutes a legally binding agreement between Frilled Pty Ltd, a Proprietary Limited Liability Company established in Australia ("Frilled"), and the Customer, whether an individual or in their capacity to represent an entity ("Customer"), with respect to the use of Frilled's fractional consulting services ("Services"), including its website, and any related media, website, or application. By using Frilled's Services, you agree to comply with and be bound by the following terms and conditions. Failure to agree to and adhere to all terms, conditions, and obligations contained herein will result in termination of the Agreement, the immediate prohibition of the Customer's use of the Services, and an agreement to immediately discharge any outstanding obligations, such as payment for Services.

Services

Included Services

The Services include ongoing product design support. This includes the following design services:

Web App Design: Interface design for web-based software applications.
Mobile App Design: Interface design for mobile-based software applications.
Website Design: Interface Design for marketing websites.

Although the output for these Services will typically take the form of high-fidelity user interface designs, they may also be accompanied by documents, spreadsheets, digital assets, and other materials. Frilled may also provide ancillary Services necessary for the above as required to meet the the Customer's needs.

Add-On Services

For an additional fee agreed to in writing in advance, Frilled may also agree to provide the following services:

Branding: Design of brand identity, including logos, color schemes, and brand guidelines. The cost of branding services is typically a one-off additional fee which depends on the breadth of services rendered. In some circumstances, aspects of this service may be provided by third-party providers managed by Frilled.
Website Development: Building the front-end of websites. This will typically be provided in the form of files comprising HTML, CSS, and JavaScript code, which may include code from libraries such as React.js, Next.js, Three.js, and various others. The cost of website development services is typically a one-off additional fee which depends on the breadth and complexity of the required website.
Website Hosting: Hosting static websites designed and built by Frilled. The cost of hosting services is an ongoing monthly, quarterly, or annual fee (as agreed to by the parties), and depends on the complexity of requirements and the volume of traffic.

The scope and cost of any add-on services must be agreed to in writing before commencement.

Excluded Services

The following Services are not included in Frilled's Included Services or Add-On Services:

3D Modeling: Creation of three-dimensional models, environments, or prototypes.
Animation: Production of animated sequences, including character animations, explainer videos, and other forms of animated content.
Motion Design: Design and creation of motion graphics for video content, including kinetic typography, transitions, and visual effects.
Video Production: Creation, filming, editing, and production of video content.
Print Design: Design of printed materials such as brochures, business cards, posters, and other physical media.
Industrial Design: Design and development of physical products, including prototyping and manufacturing processes.
Audio Production: Creation or editing of audio content, including voiceovers, sound effects, and background music.

Fractional Model

Terms & Billing

Frilled’s Services are offered on a fractional-basis with either a monthly or quarterly commitment. These Services are offered according to the following terms:

Fractional: Services are provided on a fractional basis, not full-time. There is no fixed allotment of hours.
Timezone: Work is performed 5 days per week, Monday to Friday, excluding public holidays, and is based in Australian Eastern Standard Time (AEST).
Consulting Calls: Frilled and the Customer will typically have 1-3 consulting calls per week, scheduled in advance and subject to availability. Calls will not be scheduled before 8am Australian Eastern Standard Time (AEST) except where agreed to by Frilled. Missed calls, whether due to mutual agreement or the Customer's choice, will not constitute a breach of this Agreement.
Communications: Aside from weekly consulting calls, work and communications are primarily conducted asynchronously. The Customer acknowledges that Frilled’s services are available only during Australian Eastern Standard Time (AEST) working hours.
Deliverables: Deliverable updates are generally provided every two business days. This may vary depending on project scope and complexity and does not represent a guarantee. Larger-scoped deliverables may have less frequent updates.
Monthly or Quarterly Billing: Consulting fees are charged on a monthly or quarterly basis, paid in advance. Payments must be made via the Stripe payment portal or direct bank transfer before work commences.
Payment Due Date: Payment is due on the first day of each billing cycle.
Late Payments: If payment is not received by the due date, Frilled reserves the right to suspend all Services until payment is made in full.
Taxes: All fees are exclusive of any applicable taxes, which will be added to the consulting fee and invoiced to the Customer.
Payment Methods: Payments must be made using a valid credit or debit card through the Stripe payment portal, or by direct bank transfer. Customers are responsible for ensuring their payment information is up-to-date.

Pausing

Pause with Notice: Customers may pause Services in half-month increments by contacting Frilled at hello@frilled.com with at least one week’s notice. Billing will be paused until Services are resumed.
Frilled-Initiated Pauses: Frilled reserves the right to pause Services if needed due to sickness, bereavement, or scheduled holidays (e.g., around the Christmas period). Frilled will provide as much notice as possible; however, the Customer acknowledges that such pauses may occur on short notice without constituting a breach of the Agreement.
Unused Time: Any unused half-month increments from the Customer's billing cycle at the time of a pause will remain available for up to one year from the pause date. These increments are calculated based on half-month blocks remaining in the billing cycle. After one year, any unused increments are forfeited.
Resuming Services: Customer may resume Services by contacting Frilled at
hello@frilled.com. Services and Billing will resume on the next available billing cycle date, and any previously unused increments will be applied before restarting the new cycle. Resumption of service is subject to Frilled’s capacity at the time of the request. If Frilled is at capacity, the service will resume at the earliest available opportunity, as determined by Frilled.
Pause Limitations: Frilled reserves the right to limit the frequency of pauses. Excessive pausing will be considered a material breach of the Agreement and may result in termination of the service.

Customer Responsibilities

Account Creation and Maintenance

Accurate Information: Customers are responsible for providing accurate and complete information during the account creation process. Any changes to this information must be promptly updated via the Stripe Portal or by contacting Frilled directly.
Account Security: Customers must maintain the security of their account login credentials and are responsible for all activities that occur under their account. Frilled will not be liable for any loss or damage arising from the Customer's failure to protect their account information.
Notification of Unauthorized Use: Customers must immediately notify Frilled of any unauthorized use of their account or any other security breach.

Acceptable Use

Compliance with Laws: Customers must use the Services in compliance with all applicable local, state, national, and international laws and regulations.
Respectful Use: Customers must use the Services in a manner that is respectful to Frilled and other users. This includes refraining from any behavior that is abusive, harassing, threatening, or otherwise harmful. Failure to do so will result in immediate termination of the Agreement.

Prohibited Activities

Unauthorized Access: Customers are prohibited from attempting to gain unauthorized access to any part of the Services, other accounts, or computer systems or networks connected to the Services.
Malicious Activity: Customers must not engage in any activity that disrupts, degrades, or otherwise interferes with the performance or integrity of the Services or its associated systems.
Misuse of Services: Customers are prohibited from using the Services for any unlawful purpose or for the transmission of any unlawful material, including but not limited to, content that is fraudulent, defamatory, obscene, or otherwise objectionable.
Intellectual Property Infringement: Customers must not use the Services in any manner that infringes upon the intellectual property rights of Frilled or any third party.

Intellectual Property & Third-Party Materials

Ownership of Frilled's Intellectual Property

All content and design elements on Frilled's website, including but not limited to text, graphics, logos, and software, are the exclusive property of Frilled and are protected by applicable intellectual property laws. Use of any elements without written permission in advance is strictly prohibited.

Ownership of Client Materials

Client's Intellectual Property: Clients retain ownership of all materials and intellectual property provided to Frilled for the purpose of obtaining the Services. By providing such materials, Clients grant Frilled a non-exclusive, royalty-free license to use, reproduce, modify, and display these materials as necessary to perform the agreed Services and for Frilled's marketing and promotional purposes.
Client's Responsibility: Clients are responsible for ensuring that they have the necessary rights and permissions to use and provide any materials shared with Frilled. Clients agree to indemnify and hold Frilled harmless from any claims arising from the use of such materials.

Ownership of Project Deliverables

Transfer of Rights: Upon completion and delivery of project deliverables, ownership of the copyright in the deliverables will be transferred to the Client. Frilled retains all intellectual property rights to any preliminary work, drafts, or concepts that are not included in the final deliverables.
License to Use: Frilled grants the Client a perpetual, worldwide, non-exclusive license to use, reproduce, and distribute the final deliverables for their intended purposes. This license is contingent upon full payment for the Services provided.

Showcasing Work

Frilled reserves the right to showcase completed projects in its portfolio, marketing materials, and case studies, unless otherwise agreed to by Frilled in writing in advance.

Use of Third-Party Materials

Inclusion of Third-Party Materials: Project deliverables may include third-party materials such as fonts, icons, and software that are subject to their own licenses.
Third-Party Fonts: Work may incorporate fonts not owned by Frilled that require a commercial license for the Client to legally reproduce, distribute, or publicly display the project (“Third-Party Fonts”). It is the Client's responsibility to purchase and comply with the terms of any font licenses necessary, and the Client assumes all responsibility for any consequences resulting from a failure to do so.
Client Responsibilities Regarding Third-Party Licenses: It is the Client's responsibility to comply with the terms of any third-party licenses associated with materials included in the deliverables. Frilled will not be liable for any breaches of third-party license terms by the Client.

Client Feedback and Submissions

Client Feedback: Any feedback, suggestions, or ideas provided by the Client regarding Frilled’s Services or deliverables may be used by Frilled for any purpose without acknowledgment or compensation to the Client.
Usage Rights: By providing feedback, the Client grants Frilled a perpetual, non-exclusive, royalty-free, worldwide license to use, modify, and incorporate the feedback into its Services and products.

Cancellation and Termination

Conditions for Cancellation

Client Cancellation: Clients may cancel future payments at any time through the Stripe customer portal or by contacting Frilled at hello@frilled.com. Cancellation will take effect at the end of the current billing cycle. Early termination does not entitle the Client to a refund for any unused days in the current billing cycle. If the client cancels with at least a half-month's notice, any unused half-month increments in the current billing cycle can be used for up to one year from the cancellation date. After one year, any unused half-month increments are forfeited.
Frilled’s Right to Terminate: Frilled reserves the right to terminate the Agreement at any time, for any reason, with or without notice. Where Frilled exercises this right for reason other than the Client’s breach of this Agreement, any remaining fees for the current period will be refunded on a prorated basis.

Effects of Termination

Immediate Cessation: Upon termination of the Agreement, the Client’s access to the Services will cease immediately.
Outstanding Obligations: Except for ongoing obligations such as payment for services rendered, the relationship between the Client and Frilled shall end upon termination.

Returns and Refunds

Refund Policy

Due to the time and effort involved in delivering the Services, all sales are final, and Frilled does not offer refunds.

Disclaimers and Limitation of Liability

Disclaimers of Warranties

"As Is" Basis: Services are provided on an "as is" and "as available" basis. The Client agrees that the use of the Services is at the Client’s sole risk.
No Warranties: Frilled disclaims all warranties, either express or implied, in connection with the Services or other Services and the Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Content Accuracy: Frilled makes no warranties or representations about the accuracy or completeness of the Services's content or the content of any linked websites. Frilled assumes no liability for any errors, inaccuracies, personal injury, or property damage resulting from the use of the Services.
Security: Frilled assumes no liability for unauthorized access to or use of its secure servers and any personal or financial information stored therein.
Service Interruptions: Frilled assumes no liability for any interruption or cessation of transmission to or from the Services.
Viruses and Harmful Components: Frilled assumes no liability for any bugs, viruses, Trojan horses, or similar items transmitted to or through the Services by any third party.
Third-Party Content: Frilled does not endorse, warrant, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services, a hyperlinked website, or any website or mobile application featured in any advertising.

Limitation of Liability

Cap on Liability: To the maximum extent permitted by law, Frilled's total liability to the Client for any claim arising out of or relating to this Agreement or the use of the Services shall be limited to the amount paid by the Client for the Services during the three (3) months preceding the claim.
No Consequential Damages: In no event shall Frilled be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or use, even if advised of the possibility of such damages.
Control of Defense: Frilled reserves the right, at the Client's expense, to assume control of the defense of any matter for which the Client is required to indemnify Frilled. Clients agree to cooperate with Frilled's defense of such claims.

Governing Law and Dispute Resolution

Applicable Law

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law principles.

Dispute Resolution Process

Negotiation: In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through informal negotiations.
Mediation: If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in Sydney, New South Wales, Australia. The mediation shall be conducted by a mediator agreed upon by both parties or, failing agreement, appointed by the President of the New South Wales Law Society.
Arbitration: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in Sydney, New South Wales, Australia, in accordance with the rules of the Australian Centre for International Commercial Arbitration (ACICA). The arbitration shall be conducted in English by a single arbitrator appointed in accordance with the ACICA rules.
Exclusive Jurisdiction: For any legal proceedings that are not subject to arbitration, the parties consent to the exclusive jurisdiction of the courts of New South Wales, Australia.

Privacy Policy

Data Collection and Use

Data Collection: Frilled collects personal data from Clients as necessary to provide the Services. This may include contact information, payment information, and project-related data.
Use of Data: Frilled uses collected data to manage Client accounts, process payments, provide services, and communicate with Clients. Frilled will not sell or share Client data with third parties except as necessary to provide the Services or as required by law.

Client Rights Regarding Personal Data

Access and Correction: Clients have the right to access and correct their personal data held by Frilled. Clients can update their information through their account settings or by contacting Frilled.
Data Deletion: Clients may request the deletion of their personal data, subject to Frilled’s need to retain certain data for legal or operational purposes.

For detailed information on our data retention policies and procedures for handling data deletion requests, please refer to our Privacy Policy.

##Electronic Communications and Transactions

By using the Services, Clients consent to receive electronic communications from Frilled, including notices, agreements, disclosures, and other communications. Such communications will be considered valid and enforceable notice for the purposes of this agreement.

Validity of Electronic Signatures

Clients agree that electronic signatures, whether digital or encrypted, are valid and enforceable as physical signatures.

Modification of Terms

Right to Modify Terms

Frilled reserves the right to modify this Agreement at any time. Changes will be effective upon posting the updated Agreement on Frilled’s website. Continued use of the Services after such changes constitutes acceptance of the new terms.

Miscellaneous

Compliance with Laws

Customers must use the Services in compliance with all applicable local, state, national, and international laws and regulations. Failure to comply with any of the above laws or regulations will result in the immediate termination of the Services.

Non-Disclosure Agreements (NDAs)

Issuing NDAs: If the Client requires a Non-Disclosure Agreement (NDA) to protect confidential information, they must contact Frilled athello@frilled.com to request and arrange the execution of the NDA. Both parties must agree to and sign the NDA before any confidential information is shared.
Handling Confidential Information: Frilled will handle all confidential information in accordance with the terms set forth in the NDA. Frilled agrees to take all necessary steps to protect the confidentiality of the Client's information and to use it only for the purposes agreed upon in the NDA.

Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements and understandings, whether written or oral.

Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Frilled’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Force Majeure

Frilled shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, and governmental action.

Indemnification

Clients agree to indemnify and hold harmless Frilled, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or in connection with the Client’s use of the Services or breach of this Agreement.

Contact Information

For any questions or concerns about this Agreement, Clients can contact Frilled at

hello@frilled.com or through the contact details provided on Frilled’s website.