Terms & Conditions Agreement
We know contracts aren't fun, but we have to address the nitty-gritty stuff to ensure that our legal bases are covered and we're all on the same page. Please read through and ensure you fully understand these Terms and Conditions and then submit your electronic signature below. Once that's completed, you'll receive your copy via email and we can get started on the fun part -- designing awesome products for you and your company!
Below are Jamie Hevlin / Ninth Street Design's (throughout this document will be referred to as The Designer) standard terms and conditions. By submitting your electronic signature via the email below, you (throughout this document will be referred to as The Client) agree to these Terms and Conditions.
Relationship of the Parties:
The Designer is an independent contractor, not an employee of The Client or any company affiliated with The Client. The Designer shall provide the Services under the general direction of The Client, but The Designer shall determine, in The Designer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. The Designer and the work product or Deliverables prepared by The Designer shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to The Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various Terms and Conditions of this Agreement. The Designer reserves the right to refuse projects at any time.
The Client agrees to pay a non-refundable 50% deposit of the quoted amount to commence any design project, with the balance payable prior to delivery, unless otherwise stated by The Designer.
Fees for Service:
It is agreed that the fee for service shall be the cost estimates provided via email, unless work undertaken exceeds work outlined. If work undertaken exceeds the items specified in the quote, The Client agrees to pay appropriate fees for the excess work, outside the scope of the original agreement. Wherever possible the client will be notified of increases in the scope of the project.
Publication and/or release of work performed on behalf of The Client by The Designer may not take place before cleared funds have been received unless stated otherwise by The Designer.
Late Payments & Default:
Accounts that are not paid by the due date printed on the invoice will incur a late fee of $25. Accounts which remain outstanding for 30 days after the due date will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding.
Approval of Final Artwork:
While The Designer takes all care to avoid errors, The Designer accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production. It is The Client's responsibility to proofread and approve all final copy before the production of any and all design work.
Changes & Edits:
The Client must assume that all additions, alterations, changes in content, layout, or process changes requested by the customer, will alter the time and cost. The Client shall offer The Designer the first opportunity to make any changes.
Rights & Ownership:
All services provided by the designer shall be for the exclusive use of the client other than for the designer’s promotional use. Upon payment of all fees, the following reproduction rights for all approved final designs created by The Designer for this project shall be granted:
• The Client to gain full transferable rights to brand identity.
• The Client to gain full license to reproduce final works through commercial printers.
The Designer will supply proofs and files as appropriate for printing, or other graphic files as detailed in the job scope or request. After payment is made in full, The Client will have ownership of the final version of the design for use in any media application that is beneficial to your business.
The Designer retains the right to use the final design, or any versions of the design created in the process, within printed and on-line portfolios, including promotional materials such as newsletters and advertisements.
If a choice of design is presented, only one solution is deemed to be given by The Designer as fulfilling the contract. All other designs remain the property of The Designer unless agreed in writing that this arrangement has been changed.
The customer agrees to allow The Designer to place a small credit on printed material, exhibition displays, advertisements and/or a link to The Designer's own website on the customer's website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
The customer also agrees to allow The Designer to place all designs on The Designer's own website for portfolio and demonstration purposes and to use any designs in its own publicity unless agreed otherwise.
Intellectual Property/Master Files:
Charges for design work do not cover the release of our copyright design source or master files, including but not restricted to layered psd, other source files, or raw code. Construction files (unused concepts, revision files, fonts, Photoshop layered files, Adobe Illustrator files) remain the property of The Designer.
The Designer retains ownership of the intellectual property unless and until the designer signs a written agreement that transfers ownership of the intellectual property to the client. If the Client requires these files for transfer to an in-house or another designer, they will be subject to a separate quotation or ‘buy-out’ charge.
The Designer and The Client acknowledge that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party. Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by The Designer, and The Designer shall be entitled
to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by The Designer.
Limitation of Liability:
The services and the work product of The Designer are sold "as is." In all circumstances, the maximum liability of designer, its directors, officers, employees, design agents, and affiliates ("Designer Parties"), to The Client for damages for any and all causes whatsoever, and The Client's maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of The Designer. In no event shall The Designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by The Designer, even if The Designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Any disputes in excess of maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The client shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favor of The Designer. All actions, whether brought by The Client or by The Designer will be filed in the designer's state/county of business/residence.
The Designer shall not be deemed in breach of this Agreement if The Designer is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of The Designer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond The Designer’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, The Designer shall give notice to The Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
Acceptance of Terms:
Written agreement via email to work with The Designer and/or payment of deposit constitutes agreement to these Terms and Conditions. Effective on the date The Client sends an email agreeing to work with The Designer.
The Designer and The Client acknowledge that this agreement may be electronically signed. The parties agree that the electronic signatures submitted via the form below are the same as handwritten signatures for the purpose of validity, enforceability, and admissibility. The date submitted with The Client's electronic signature is to be considered the Effective date. After submission, The Client will receive an emailed copy of these terms for their records.
The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of these terms.