Terms & Conditions
for Graphic Design
-- Ad Design Biz (ADB): |
1. Time for Payment
Payment is due at
each milestone due date as noted in the
Production Schedule. All invoices for
Billable Expenses are payable within
thirty (30) days of receipt. A 1.5%
monthly service charge is payable on all
overdue balances of milestone payments and
Billable Expenses. Ad Design Biz (ADB) retains all rights
to all intermediate deliverables submitted
at each milestone. The grant of any
license or right of copyright to the
Client is conditioned on receipt of full
payment by the Client of the Total amount
and all Billable Expenses.
2. Default in Payment
The Client shall
assume responsibility for all collection
of legal fees necessitated by default in
payment.
3. Estimates
If a Quote or assignment proposal
is provided, the fees
and Billable Expenses are minimum
expenses, only. Final fees and Billable
Expenses shall be shown when invoice is
rendered. The Client's approval shall be
obtained for any increases in fees or
expenses that exceed the original estimate
by twenty percent (20%) or more.
4. Billable Expenses
The Client shall
reimburse ADB for all direct and indirect billable
expenses arising from this assignment,
regardless of whether the assignment is
Cancelled or Terminated. Billable Expenses
include but are not limited to costs of
commissioning images or subcontracting
talent, software, or run-time license
costs, the payment of any sales tax due on
this assignment, any travel, research,
postage and delivery, photocopying, and
storage media expenses. The markup charged
by ADB for supervisory and handling time
on all Billable expenses shall be a percent
of the Billable Expenses incurred. The
Client shall advance a predetermined fee to ADB upon
the acceptance of the Quote for
payment of said Billable Expenses.
5. Client's Alterations
There shall be no
charges to the Client for revisions or
corrections or additions made necessary by
errors on the part of ADB. Any other
changes requested by the Client shall be
considered Client's Alterations if they
are requested after the acceptance of the
Quote. Any changes and additions not
due to the fault of ADB and requested by
the Client before the approval of one of
the Quotes are not considered
Client's Alterations. The Client shall be
responsible for making additional payments
at the rate noted herein for any Client's
Alterations and any other changes in
original assignment requested by the
Client. However, no additional payment
shall be made for changes required to
conform to the original assignment
description. The Client shall offer ADB
the first opportunity to make any changes.
6. Acceptance Procedures
Unless otherwise
noted in Acceptance milestone dates of the
Production Schedule, during the Review
Period within a specified number of
calendar days of a Delivery, the Client
shall either accept the deliverable and
make the milestone payment set forth in
the Production Schedule, or provide ADB
with written notice of any corrections to
be made and a suggested date for
completion of the corrections which should
be mutually acceptable to both ADB and the
Client, or provide a written notice of
assignment Termination if the work is
found not to be reasonably satisfactory.
The Client can Terminate the assignment
only during this Review Period following
the Delivery of a milestone deliverable.
Any other termination of the Assignment
shall be considered a Cancellation subject
to the stipulations of Item 7. The Client shall designate
a specific person
as the only person who will
send and accept all deliverables and
receive and make all communications
between ADB and the Client. Neither party
shall have any obligation to consider for
approval or respond to materials submitted
other than through the designated person. Each party has the right to
change its designated person upon notice to the
other.
7. Cancellation
The Client may
declare the Cancellation of the assignment
for reasons not related to assignment
Termination defined in Item 6. In the
event of Cancellation of this assignment
by the Client, any milestone payments made
prior to cancellation shall be retained by
ADB. In addition, if cancellation is prior
to the delivery of the Design Comps, a
cancellation fee of fifteen percent (15%)
of the balance of the Total payments shall
be paid by the Client. If the cancellation
is later but prior to the acceptance of a
Design Comp, a fee of thirty percent (30%)
of the balance of the Total payments shall
be paid by the Client. If the cancellation
is later but prior to the delivery of the
Initial Version, the cancellation fee
shall be fifty percent (50%) of the
balance of Total payments. If the
cancellation is after the delivery of the
Initial Version, the cancellation fee
shall be one hundred percent (100%) of the
balance of all remaining dues. Regardless
of when the project is cancelled, all
billable expenses already incurred by ADB is liable to pay shall be paid
by the Client in full. In the event of
cancellation, ADB retains ownership of all
copyrights and any original artwork.
8. Assignment
Termination
In the event that
work in process is found by the client not
to be reasonably satisfactory in
accordance with the Acceptance Procedures
in Item 6, , the client may pay a
termination fee to terminate the
assignment. Any milestone payments made
prior to termination shall be retained by
ADB. If assignment termination occurs
prior to the acceptance of a Design Comp,
the client shall pay a rejection fee of
ten percent (10%) of the balance of Total
payments. If termination occurs after the
delivery of the Initial Version, the
termination fee shall be twenty percent
(20%) of the balance of Total payments. If
termination occurs after the acceptance of
the Initial Version, the termination fee
shall be one hundred percent (100%) of the
balance of Total payments. Regardless of
when the assignment is terminated, all
billable expenses already incurred by ADB is liable to pay shall be paid by the
Client in full. In the event of
termination, ADB retains ownership of all
copyrights and any original artwork
created by ADB. However, the Client
retains all rights to already purchased by
ADB and paid for by of the Client from third
parties.
9. Ownership and Return
of Artwork
The
Client acknowledges and agrees that ADB
retains ownership of all artwork,
including
websites, designed
by ADB,
in any media, including digital files,
whether preliminary or final. The Client
waives the right to challenge the validity
of ADB's ownership of the art subject to
this agreement because of any change or
evolution of the laws. The Client shall
return such artwork within thirty (30)
days of use unless indicated otherwise.
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Ownership of
Artwork: While
ADB will deliver a finished product (such as a
brochure or a website) to the client, ADB
retains the artwork.
If providing the Client the
originals, an additional cost will be charged
and Usage Agreement signed.
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Ownership of
Preliminary Designs: The designer
retains ownership of all preliminary design
work in the event the client
cancels the project after some initial designs
are provided for approval. Additional fees
are incurred if the client fails to return
the artwork upon cancellation.
-
Promotional
Copies: ADB retains the right to use
preliminary designs as well as samples of the
completed project in future marketing
materials (such as the portfolio), design
competitions, or other uses.
10. Copy Protection
The Client must
protect all final art which is the subject
of this agreement against duplication and
alteration.
11. Credit Lines
ADB and any other
creators shall receive a credit line with
any editorial usage. If similar credit
lines are to be given with other types of
usage, it must be so indicated:
12. Releases
The Client shall indemnify
ADB against all claims and expenses,
including reasonable attorney's fees, due
to Client's uses for which no release was
requested in writing from ADB for
Client's uses which exceed authority
granted by a release by ADB.
13. Modifications of the
Agreement
Modifications of the Agreement must be
written, except that the invoice may
include, and the Client shall pay, fees or
expenses that were orally authorized by
the Client in order to progress promptly
with the work.
14. Code of Fair
Practice
The
Client and ADB agree to comply with the
provisions of the
Code of Fair Practice.
15. Warranty of
Originality
ADB
warrants and represents that, to the best
of its knowledge, the work assigned
hereunder is original and has not been
previously published, or that consent to
use has been obtained on an unlimited
basis; that all work or portions thereof
obtained through the undersigned from
third parties is original or if
previously published, that consent to use
has been obtained on an unlimited basis;
that ADB has full authority to make this
agreement; and that the work prepared by
ADB does not contain any scandalous,
libelous, or unlawful matter. This
warranty does not extend to any uses that
the Client or others may make of ADB's
product which may infringe on the rights
of others. Client expressly agrees that it
will hold ADB harmless for all liability
caused by the Client's use of ADB's
product to the extent such use infringes
on the rights of others.
16. Limitation of
Liability
Client
agrees that it shall not hold ADB or its
agents or employees liable for any
incidental or consequential damages which
arise from ADB's failure to perform any
aspect of the Project in a timely manner,
regardless of whether such failure was
caused by intentional or negligent acts or
omissions of ADB or a third party.
Furthermore, ADB disclaims all implied
warranties, including the warranty of
merchantability and fitness for a
particular use.
17. Dispute Resolution
Any disputes in
excess of one thousand (1000) US dollars
arising out of this Agreement shall be
submitted to binding arbitration before
the Joint Ethics Committee or 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
costs, reasonable attorney's fees, and
legal interest on any award of judgment
in favor of ADB.
18. Acceptance of Terms
Use of the product
(graphic, print or online media) by the
Client shall evidence acceptance of
these terms.
Code of Fair Practice
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