WORKING/BILLING PHASES – Based on experience with long-term design communications projects, 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 the DESIGNER/DEVELOPER or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed only through phases and/or portions of phases that Ire actually completed by the DESIGNER/DEVELOPER. For each project, the 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.
The DESIGNER/DEVELOPER will begin work upon the CLIENT’s approval of the written estimate, and payment of any specified deposits. Your approval (written or oral) and payment of deposits will constitute an agreement between us.
PAYMENT/ESTIMATES – The CLIENT agrees to pay the DESIGNER/DEVELOPER in accordance with the terms specified in each proposal/estimate. On accounts that have not been approved for credit, 33% (for Design and Development) or 50% (for Design or Development provided sepperately) of the project cost before work can begin.
Unless otherwise specified, all subsequent balances due are payable upon art approval (for Design work) or password provision and upload to hosting (for Development). Interest on past due balances after a 30 day grace period is 18% per annum or 1.5% per month. The DESIGNER/DEVELOPER reserves the right to refuse completion or delivery of work until past due balances are paid.
Estimate: Billing will reflect the actual costs incurred. Estimates are 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. If consultant or supervisory services are required in out-of-studio locations, the DESIGNER/DEVELOPER will bill transportation, meals and any other related expenses at cost.
REVISIONS AND ALTERATIONS – New work requested by the CLIENT and performed by the DESIGNER/DEVELOPER 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, the DESIGNER/DEVELOPER will submit a proposal revision memo to the CLIENT, 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. 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 – The CLIENT agrees to exercise due diligence in its direction to me regarding preparation of materials and must be able to substantiate all claims and representations. The CLIENT are responsible for all trademark, servicemark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials the DESIGNER/DEVELOPER prepares.
ERRORS AND OMISSIONS – It is the CLIENT’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. The DESIGNER/DEVELOPER 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 – The CLIENT shall pay for all transmissions charges. The DESIGNER/DEVELOPER 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/DEVELOPER 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.
INSPECTION OF BOOKS – Upon reasonable notice, any and all invoices from the DESIGNER/DEVELOPER's vendors, time sheets and other documentation relating to the CLIENT's account will be available to the CLIENT. Inspection at the studio of the DESIGNER/DEVELOPER by the CLIENT's authorized representative may be arranged during normal business hours.
PROPERTY AND SUPPLIER’S PERFORMANCE – The DESIGNER/DEVELOPER will take all reasonable precautions to safeguard the property the CLIENTentrust to me. In the absence of negligence on the part of the DESIGNER/DEVELOPER, however, the DESIGNER/DEVELOPER is not responsible for loss, destruction or damage or unauthorized use by others of such property. The DESIGNER/DEVELOPER will use their best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although the DESIGNER/DEVELOPER may use their best efforts to guard against any loss to the CLIENT through the failure of our vendors, media, or others to perform in accordance with their commitments, the DESIGNER/DEVELOPER is not responsible for failure on their part.
If the CLIENTselect your own vendors, other than those recommended by us, the CLIENT may request that the DESIGNER/DEVELOPER coordinate their work. If at all possible, the DESIGNER/DEVELOPER will attempt to do so, but the DESIGNER/DEVELOPER cannot in anyway 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 the DESIGNER/DEVELOPER and is fully paid for by CLIENT, the DESIGNER/DEVELOPER will assign the reproduction rights of the design for the use(s) described in the proposal.
According to Copy right Law, 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 the DESIGNER/DEVELOPER, 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 the DESIGNER/DEVELOPER and/or his/her authorized representative, the CLIENT may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If the the CLIENT wishes to use the design the DESIGNER/DEVELOPER has created and/or the images within it for another purpose or project, including a reprint or exhibition, the CLIENT must contact the DESIGNER/DEVELOPER to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through the CLIENT's vendors, the CLIENT agrees to return to the DESIGNER/DEVELOPER all original mechanicals and artwork (slides, prints, drawings, separations, etc.) within two weeks, and to provide the DESIGNER/DEVELOPER with printed or digital samples of each project.
In the case of Open Source Software used in web development, the CLIENT shall respect the terms of the licences of The Open Source Initiative (these can be found at http://www.opensource.org/ . Work provided as part of a website (or the site in it's entirety) to The CLIENT by the DESIGNER/DEVELOPER shall not be re-sold or distributed without the prior permission of the DESIGNER/DEVELOPER.
The DESIGNER/DEVELOPER reserves the right to photograph and/or distribute or publish for the DESIGNER/DEVELOPER's business' promotional and marketing needs any work the DESIGNER/DEVELOPER creates for the CLIENT, including mock-ups and comprehensive presentations, as samples for the DESIGNER/DEVELOPER's portfolio, newsletters, brochures, slide presentations and similar media. The DESIGNER/DEVELOPER agrees to store mechanical boards and digital files for a period of 6 months beyond the delivery of a job. Thereupon, the DESIGNER/DEVELOPER reserve the right to discard them. The same terms apply to files and settings for websites, unless a CLIENT has entered into a service agreement in which they pay for maintainance or regular backups.
TERM AND TERMINATION – The term of this agreement will continue for work in progress until terminated by either of me upon thirty (30) days written notice. If the CLIENT should direct the DESIGNER/DEVELOPER at any time to cancel, terminate or “put on hold” any previously authorized purchase, the DESIGNER/DEVELOPER will promptly do so, provided the CLIENT does not hold the DESIGNER/DEVELOPER responsible for any cost incurred as a result.
Upon termination of this agreement, the DESIGNER/DEVELOPER will transfer to the CLIENT all their property and materials in the DESIGNER/DEVELOPER's control and for which the CLIENT has paid. The CLIENT will indemnify and not hold the DESIGNER/DEVELOPER responsible for any loss or expense (including attorney ’s fees), and agrees to defend DESIGNER/DEVELOPER in any actual suit, claim or action arising in any way from this working relationship. This includes, but is not limited to assertations made against the CLIENT and any of their products and services arising from the publication of materials that the DESIGNER/DEVELOPER prepares and the CLIENT approves before publication.
PRODUCTION SCHEDULES – Production schedules will be established and adhered to by both the CLIENT and the DESIGNER/DEVELOPER, 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/DEVELOPER. 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 Canada, applicable to agreements entered into and performed in the province of Ontario. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement.
If the DESIGNER/DEVELOPER must retain attorneys to collect our invoices, the DESIGNER/DEVELOPER will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.