Services Agreement

The agreement we make for services

1. I am the service provider and you are the buyer. We are both members of Envato Studio (the ‘site’) and are bound by the terms of the site user agreement (‘user terms’). We have each agreed to use this services agreement (‘services agreement’) when we buy or provide services using the site. This services agreement is between us. Envato owns and runs the site and is not a party to this services agreement.

2. This services agreement starts when you and I agree on the job. The ‘job’ means the specific services you have requested via the site based on my service description, your brief and any matters we’ve agreed on via the site that clarify and document the scope of services.

3. This services agreement is a legally binding contract. This is not an employment relationship. I am engaged by you as an independent contractor to complete the job.

You enter into this agreement with another member every time you engage a job on Envato Studio.


The job

4. You have asked me to complete the job for you. It’s your responsibility to make sure that you pick the right services to meet your needs and that you base your decision on the information published on the site. By making a payment and placing your order with me, you confirm that you understand and are satisfied that all aspects of the job, including its scope, the number of revisions available and the turnaround time, meet your needs.

5. We promise to each other that we each own, or have the appropriate rights to use, everything that we submit on or via the site to each other. This includes everything that we send to, or make available to, each other including all files, assets, communications and materials (‘content’).


Enabling safe transactions – dispute resolution process

6. We agree to use the dispute resolution process to resolve any dispute between us. If a dispute is raised, I understand that I am not owed any payment unless that dispute is resolved in my favour. A dispute raised may be ineligible for the dispute resolution process if it involves services provided, or communications made, outside the site. If we have made private arrangements, or have a dispute about services other than the job, we will resolve our dispute between ourselves.

7. Envato holds your payment to me until each of the following things happen to ‘close’ the job.

  • I confirm that I’ve provided the services and submit content to you for your approval;
  • you approve the outcome of the job;
  • I complete the job by providing materials to you (‘job completion’)
  • seven days pass from job completion without either of us raising a dispute; and
  • if a dispute has been raised, the dispute resolution process has been finalized.

8. Either of us can raise a dispute at any time and for up to 7 days after job completion (ie before the job is closed).


Payment for services

9. I will provide you with services to complete the job and in return you will pay me the price. Envato collects payment from you and holds it until the job is closed. I will only accept payment made via the site.

10. You agree to make sure that you have received all materials from me within seven days of job completion. Once the job is closed Envato may release the payment to me, less a platform fee payable to Envato.

11. The price for the job includes all indirect taxes (like GST, VAT and sales taxes). I will provide you a tax invoice if you request one. We will each be responsible for bearing all other fees or taxes relevant laws impose on each of us.

It is important for service providers to send final files to the buyer as quickly as possible following job completion.


My promises to you

12. I promise to communicate clearly and promptly with you and to provide the services to complete the job:

  • as they are described on the site;
  • to meet, or be consistent with the quality of, the examples I have published on the site or that I have sent to you;
  • carefully, skilfully and efficiently;
  • in accordance with the brief; and
  • within the turnaround time described on the site or agreed by us.

I agree to provide you with all content promised under this services agreement (‘materials’) and transfer materials to you promptly once you have approved the job.


What do I own (my intellectual property)?

13. I promise that I own the content I use to do the job and the materials I deliver to you, or I have all the appropriate rights and licenses to use or provide the content or materials. I promise that you do not have to seek permission from any other person to use any materials I deliver to you and that your use will not infringe the rights of any other person.

14. Where the materials I deliver to you are my pre-existing materials (such as designs or templates) I give you a worldwide, non-exclusive and perpetual license to use those materials. I will specifically identify any pre-existing materials. This license includes the right to publish, distribute, communicate, broadcast, edit, modify, and create derivative works from those materials.

15. Where the materials I deliver to you are created by me specifically for the job, I assign all worldwide intellectual property rights (such as copyright) in those materials to you.

16. If any of the materials I propose to deliver to you are not covered by clauses 14 or 15 (for example they are creative commons, open source or owned by others), I will not deliver such materials unless you have specifically agreed to my including them, and I must also provide you a copy of the relevant use or license terms for those materials.

17. If the job involves my helping you find additional assets owned by others (e.g. stock photos), you will bear the cost of these additional assets and will license them directly (I will give you instructions on how to do so).

18. If there is a dispute, charge back or refund process that results in your payment for the job being reversed, you will not have ownership or license rights to the materials I have delivered and you must delete those materials. (In legal speak, in this situation, the license in clause 14 and the assignment in clause 15 is revoked.)

19. If I assign materials to you and I am in a country which gives me moral rights, I waive my moral rights where permitted by law, or otherwise I consent to the following. I agree that, despite my moral rights, you can store, use, re-use, publish, communicate, edit, alter, adapt, or translate the assigned materials in any medium. I also agree that you do not need to attribute me as the creator of the assigned materials.

It is very important that you understand the way content is licensed on Envato Studio. Please review this section carefully.


What you own (your intellectual property)

20. You promise that you own content that you provide to me to use to do the job, or you have the appropriate rights and licenses to use that content and to license it to me to use to do the job. You promise that my use of content you provide to me won’t infringe anyone else’s rights and that I don’t need to seek permission from anyone else to use that content to do the job and create the materials.

21. You give me a license to use, copy, modify and create derivative works from the content you provide to me, only for the purpose of completing the job. Except for this limited license, you retain all rights in the content you provide to me and I do not have ongoing rights to use that content. Your rights to use the materials I provide to you are covered in clauses 14-15.

It is very important that you understand the way content is licensed on Envato Studio. Please review this section carefully.


Confidential Information

22. We both agree that we will not disclose or reproduce any confidential information that we receive from each other, or use each other’s confidential information except in relation to the job. Confidential information means any information that is, or would be reasonably considered to be confidential as well as anything specifically indicated as confidential. It does not mean information that is in the public domain, is already known, or is otherwise developed or obtained lawfully by the person who receives the information (unless as a result of a breach of confidentiality).


Indemnity

23. You agree to indemnify me for any and all claims, liabilities, costs, expenses (including legal fees) and loss arising as a direct result of any of the following matters:

  • your breach of the user terms;
  • your breach of an industry code, regulation or law;
  • your breach of intellectual property belonging to others; or
  • your breach of this agreement.

24. I agree to indemnify you for any and all claims, liabilities, costs, expenses (including legal fees) and loss arising as a direct result of the following matters:

  • my breach of the user terms;
  • my breach of an applicable industry code, regulation and law;
  • my breach of intellectual property belonging to others; or
  • my breach of this services agreement.

Liability

25. Please make sure that you carefully assess whether the job will be suitable for your needs. In some jurisdictions (countries or states) there may be consumer or fair trading law which may give you rights that I cannot exclude, restrict or modify (‘non-excludable law’). I do not exclude or modify any non-excludable law. Except as provided in a non-excludable law, I am bound only by the express promises made in these terms and I am not bound by implied terms.

Except as provided in a non-excludable law, I am not liable for indirect, incidental, special or consequential damages, loss of revenue or loss of profits which result from use of or access to, or an inability to use or access, my services. To the fullest extent permitted by law, my liability for breach of any implied warranty or condition that cannot be excluded is limited to either the supply of services again or the payment of the cost of having services supplied again - but only where the services are those supplied by me.


Ending the agreement

26. You cannot cancel the job once it’s been started however you can raise a dispute at any time before the job is closed, including in the 7 days after job completion. If I cannot complete the job I will return all materials to you and your payment will be returned to you. This services agreement will end when the job is closed.

27. Clauses 22-25 and 27-28 continue to be in effect when this services agreement ends because they contain our continuing promises or obligations.


Law

28. The laws of Victoria, Australia govern these terms and we submit to the jurisdiction of the courts there. Any notice we provide to each other must be in writing and sent via the site.

29. If any provision of this services agreement is inconsistent with the user terms, this services agreement will take precedence to the extent of the inconsistency. This services agreement cannot be assigned.


Definitions

Looking for the meaning of a word or phrase? Here are the words defined in this services agreement and where you can find their meaning.

Definition Clause
Close clause 7
Content clause 5
Job clause 2
Job completion clause 7
Materials clause 12
Site clause 1
User terms clause 1