Terms and conditions

Last update January 01 2009

GENERAL WORKING AGREEMENT — This document defines the terms and conditions of our working relationship. All projects or services that DESIGNER may be contracted to produce or provide for CLIENT will be subject to the following:

WORKING/BILLING PHASES — Based on our experience with long-term design communications projects, we have found that it is mutually advantageous to handle each project in logical working/billing phases.  Concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project Planning the work, cost estimating, and billing in several phases permits DESIGNER or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or cancelled. Any cancelled project is billed only through phases and/or portions of phases that were actually completed by DESIGNER. For each project, CLIENT will receive a proposal/estimate outlining the project specifications and our proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses.  We will begin work upon CLIENT’S approval of the written estimate (QUOTE). Your approval (written) will constitute an agreement between us.

PAYMENT/ESTIMATES — CLIENT agrees to pay DESIGNER in accordance with the terms specified in each proposal/estimate. All clients will be required to pay as stipulated in the payment terms of the estimate.  Unless otherwise specified, all subsequent balances due are payable upon art approval. We reserve the right to refuse completion or delivery of work until past due balances are paid.  Estimate: Billing will reflect the actual costs incurred. Valid for only 30 days from date on estimate. Client requested changes will be billed additionally. The client will be notified of any price changes.

OUT-OF-POCKET EXPENSES — Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, color printouts, laminating, illustrations, separations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to Florida sales tax unless 1) You are a nonprofit organization; or 2) the work is for resale and you have submitted a resale certificate to DESIGNER. If consultant or supervisory services are required in out-of-town locations, we will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.

REVISIONS AND ALTERATIONS — New work requested by CLIENT and performed by DESIGNER after a proposal/estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a proposal revision memo to you, and a revised additional fee must be agreed to by both parties before further work proceeds.  Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.  

OVERTIME — Estimates are based on a reasonable time schedule, and may be revised to take into consideration your “Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate. In addition, outside suppliers such as service bureaus charge a 100% to 200% markup on overtime after 5:30pm and weekends.

NATURE OF COPY — CLIENT agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations You are responsible for all trademark, service mark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.  

ERRORS AND OMISSIONS — It is the DESIGNER’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations DESIGNER is not liable for errors or omissions. Your signature or that of your authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation.  

TELECOMMUNICATIONS — CLIENT shall pay for all transmissions charges. The DESIGNER is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable, satellite network or from incompatibility between the sending and receiving equipment  

OVER RUNS AND UNDER RUNS — The CLIENT will accept over runs or under runs that do not exceed 10% of the quantity ordered on all jobs. The DESIGNER will bill for actual quantity delivered within this tolerance. If the CLIENT requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation

PLACEMENT OF ADVERTISING— At your request, we will purchase media space on your behalf through our media division. Space will be billed to you at current rates plus the standard agency commission.  

INSPECTION OF BOOKS— Upon reasonable notice, any and all invoices from our vendors, time sheets and other documentation relating to your account will be available to you. Inspection at our studio by your authorized representative may be arranged during normal business hours  

PROPERTY AND SUPPLIER’S PERFORMANCE— DESIGNER will take all reasonable precautions to safeguard the property you entrust to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, DESIGNER is not responsible for failure on their part.  If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. If at all possible, we will attempt to do so, but we cannot in any way be held responsible for quality, price, performance or delivery.

LIEN— All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied.  

RIGHTS OF OWNERSHIP — Once a project has been delivered by us and is fully paid for by CLIENT, DESIGNER will assign the reproduction rights of the design for the use(s) described in the proposal.  According to the Copyright Law of 1976, the rights to all design and art work, including but not limited to photography and or illustration created by independent photographers or illustrators retained by DESIGNER, or purchased from a stock agency on your behalf, remain with the individual designer, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with DESIGNER and/or his/her authorized representative, you may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If you wish to use the design we have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact us to arrange the transfer of rights and any additional fee before proceeding. If printing or other implementation is done through your vendors, you agree to return to us all our original mechanicals and art work (slides, prints, drawings, separations, etc.) within two weeks, and to provide us with printed samples of each project.  We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, firm newsletter, brochures, slide presentations and similar media. We agree to store mechanical boards and computer disks for a period of 6 months beyond the delivery of a job. Thereupon, we reserve the right to discard them.

FEE — A. Fees. In consideration of the Design and Development Services, Customer will pay to DESIGNER all fees due according to the prices and terms listed in the order invoice. All sales are final, and DESIGNER offers no partial or full refunds. Only time customer can request a refund is during the 1st design draft approval(1st revision). Customer will receive a refund of 70% of the total project. Once 1st design draft(1st revision) is approved then there is absolutely no refund.
B. Change in Fees.DESIGNER may change its fee schedules on sixty (60) days notice by postal mail, electronic mail, or by posting the same on DESIGNER’s own Web Site. Upon such notice, Customer shall have thirty (30) calendar days prior to the effective date of the fee schedule to notify DESIGNER by certified postal mail should it not agree to such rate increase and that Customer wishes to terminate this Agreement.
C. Payment. Design, Development and setup fees are due immediately .DESIGNER will invoice Customer once a month for software and hosting services and all payments are due within five (5) days after DESIGNER submits its invoice. The first software and hosting fee will be pro-rated for total days in first month, where applicable. After first month, software and hosting fee is due in full on the 1st of each month. If a payment is returned or rejected by DESIGNER’s bank, or incurs additional costs for DESIGNER (e.g., bank fees) for any reason, then Customer shall pay a service fee of $40 and reimburse all such fees and costs incurred by DESIGNER, and Customer shall be immediately deemed to be in default of this Agreement. Accounts not paid in full by the tenth day after DESIGNER submits its invoice may have their service interrupted or terminated, but any interruption does not relieve Customer from the obligation to pay all fees due to DESIGNER, including the monthly account charge. Accounts and all amounts in default are subject to a late payment charge of 10% per payment per month late, or the maximum amount permitted by law, whichever is less, until fully paid. If Customer defaults, Customer agrees to pay DESIGNER its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights.
D. Taxes. All fees charged by DESIGNER for the Hosting Services are exclusive of all taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Hosting Services, all of which Customer will be responsible for and will pay in full, except for taxes based on DESIGNER’s net income. If DESIGNER is required to pay directly any such taxes, Customer will, upon receipt of DESIGNER’s invoice, promptly reimburse DESIGNER for any such taxes paid by DESIGNER.

TERM AND TERMINATION— The term of this agreement will continue for work in progress until terminated by either of us upon thirty (30) days written notice. If you should direct us at any time to cancel, terminate or “put on hold” any previously authorized purchase, we will promptly do so, provided you hold us harmless for any cost incurred as  Upon termination of this agreement, DESIGNER will transfer to CLIENT all your property and materials in our control and for which you have paid. CLIENT will indemnify and hold DESIGNER harmless for any loss or expense (including attorney’s fees), and agree to defend DESIGNER in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertations made against CLIENT and any of its products and services arising from the publication of materials that we prepare and you approve before publication.  

PRODUCTION SCHEDULES— Production schedules will be established and adhered to by both CLIENT and the DESIGNER, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the Client or the Designer. Where production schedules are not adhered to by the Client, final delivery date or dates will be adjusted accordingly.  

ADDITIONAL PROVISIONS— The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of Florida applicable to agreements entered into and performed in the State of Florida. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement  If we must retain attorneys to collect our invoices, we will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.

Those terms and conditions can be change anytime by the DESIGNER without notice to the CLIENT. CLIENT agree to those terms and any change that would occure to it.