Contract - Proforma Terms and Agreement Contract - Proforma Terms and Agreement

If you wish to discuss with us personally please email us, call your account manager or discuss with us through your account portal. The most recent version of this document is stored online by Docracy and is downloadable at all times.
--- these instructions do not form part of the contract ---

This Agreement shall form the Terms of Trade between the Parties and Legal Contract for a Project and Ongoing Working Relationship.

The terms of this contract will be effective whether signed or not upon receipt of initial payment towards the Project and/or ongoing works.


We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.

So in short;

You, the client and legal entity for which work will be conducted


Us, &, trading names of Misty Property Trust ABN: 44 709 458 535

for the provision of the Project, defined as products, services and/or ongoing works as agreed.

NOTE: as of 1 July 2017 client legalities (such as contracts, negotiations, accounts, etc) are being transferred to Impactful Ventures ACN: 620 035 921, along with the trading name This transfer in NO WAY effects the existing legalities or obligations between both parties.
All new client agreements after 1 July 2017 are made with Impactful Ventures (Us).

What do both parties agree to do?

You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give us everything we need to complete the project as and when and in the format we need it. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.

Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we'll maintain the confidentiality of everything you give us.

Both parties covenant that they will not compete with the other party or the Project, through use of any knowledge, asset or otherwise generated or collaborated on in development of the Project.

Getting down to the nitty gritty


We create look-and-feel designs, and flexible responsive layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively in an appropriate digital format. We may use static visuals to indicate a look-and-feel direction (colour, texture and typography.) We call that ‘design atmosphere.’

You’ll have regular opportunities to collaborate on works being done, provide feedback and help to ensure your brand is always heading in the right direction.

Text and Content

We’re not responsible for writing or inputting any text copy unless specified. If you’d like us to write new content or input text for you, we can provide a separate estimate for that.

Photographs and Imagery

You should supply graphic files in an editable, vector or high pixel count digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.


Browser and device testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the project specified capabilities of a browser or device. We won’t test in older browsers or devices unless specified.

While we do basic functional testing of development works as part of the development, the project does not include formal or thorough testing cycles unless specified.

If you need an enhanced design for an older browser or formal functional and application testing cycles, we can provide a separate estimate for that.

Changes and revisions

The price at the beginning of this contract is based on estimates or time and materials we’ll need to accomplish everything you’ve told us you want to achieve. The estimates are based on agreed strategies, tactics and work needed to be done to get where you want to be. All of our projects, consulting and ongoing engagement is managed in an agile manner, which inherently means that there is flexibility and ongoing changes to improve your outcomes.

We collaborate with you to help you manage your deliverables, any updated work requirements and what is able to be delivered within the initial estimated budget. If you approve changes, works or expenditure beyond the initial estimate they will be payable in addition to the initial estimate amount. If there is remaining budget at any time, that is always available to complete extra works.

Legal stuff

We can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them. You have 14 days from delivery to report any issues. Mutually agreed scope and variations take precedence over the main contract where the two differ. This Agreement with with agreed mutually agreed scope and variations is the whole of the Agreement between the Parties. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

We should be happy working with each other at all times, so we don't believe in trying to lock you in for any long-term contracts. If, at any stage, you’re not happy with the direction our work is taking, you have the option to pay us in full for everything we’ve produced until that point and cancel this contract.


You guarantee that all elements of text, images, other artwork or licenced items you provide are either owned by your good selves, or that you have permission to use them; accordingly, we guarantee the same for any that we provide within the scope of the project.

We love to show off our work and share what we’ve learned with other people, so we reserve the right, with your permission, to display and link to your project for the purposes of display works and testimonials about the Project.


Each party brings intellectual property to the Project (Background Intellectual Property) and each party retains ownership of their respective intellectual property. You exclusively licence your Background Intellectual Property to Us for the development of the Project and We exclusively licence our Background Intellectual Property to You for the purposes of the Project and for the life of the Project.

Each party will contribute to the creation of new intellectual property during the Project (Project Intellectual Property). You own all of the Project Intellectual Property.


We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. Projects put on client hold for more than one week will be considered inactive and billed for work completed. If, at any stage, it is not viable to deliver ongoing work or variations we can cancel this contract and you’ll pay us in full for everything we’ve produced until that point. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule, or as mutually agreed in writing for your project.

Payment Schedule

  • 100% pre-payment of estimate will be required for most jobs.
    Any outstanding balance will be required prior to delivery of ownership to the client, once the client has reviewed the works or works have been completed as specified.
  • Ongoing consulting and service delivery require the coming months estimate to be paid in advance.
    Any additional works over the estimate, but agreed as required, require payment when invoiced.
    Remaining balance will be carried over and are available for additional works.
  • Reimbursement of expenses incurred on behalf of the client, beyond non-allocated pre-payments, will be required to be paid when invoiced.

Initial planning estimates are based on approximate calculations or judgements of the project requirements and sometimes vary by 25% or more. Fees are based on time, materials and licence; with ongoing work beyond two months from commencement, variance or extras requested and incurred for the benefit of the client being invoiced and payable as they occur. Pricing for Australian clients is in Australian Dollars, exclusive of Australian GST and non-Australian clients is in USD. Pricing is valid for 3 months from the date of any offer or contract. Individual items or specifications agreed otherwise in writing override those in this agreement.

But where’s all the horrible small print?

Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of Victoria, Australia.