Service Agreement
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Updated 01.27.2012
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Agreement between DESIGNER and business or individual identified on this agreement. The client/individual who signs this agreement is subject to the following terms and conditions. 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:
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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 canceled. Any canceled 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 estimate. CLIENT'S approval (written or oral) will constitute an agreement between us.
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PAYMENT/ESTIMATES – CLIENT agrees to pay DESIGNER in accordance with the terms specified in each proposal/estimate. CLIENT will be required to pay 25% - 100% of the project cost before work can begin. Unless otherwise specified, all subsequent balances due are payable upon art approval. Interest on past due balances is 10% per annum. 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.
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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, web hosting or courier service. Expenses are itemized on each invoice. Expenses are subject to California 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.
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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, DESIGNER will submit an estimate revision, and a revised additional fee must be agreed to by both parties before further work proceeds. CLIENT's alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.
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OVERTIME – Estimates are based on a reasonable time schedule, and may be revised to take into consideration CLIENT's “ Priority Scheduling” requests requiring overtime and weekends. Knowledge of 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.
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NATURE OF COPY – CLIENT agrees to exercise due diligence in its direction to DESIGNER regarding preparation of materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, servicemark, copyright and patent infringement clearances. CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
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ERRORS AND OMISSIONS – It is the CLIENT’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.
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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.
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PROPERTY AND SUPPLIER’S PERFORMANCE – DESIGNER will take all reasonable precautions to safeguard the property CLIENT entrusts to DESIGNER. In the absence of negligence on DESIGNER's part, however, DESIGNER is not responsible for loss, destruction or damage or unauthorized use by others of such property. DESIGNER will use our best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although DESIGNER will use best efforts to guard against any loss to CLIENT through the failure of outside 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 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.
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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 Copy right 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 fees before proceeding. If printing or other implementation is done through your vendors, you agree to return to us all our original mechanicals and artwork (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 news letter, brochures, slide presentations and similar media. We agree to store electronic data for a period of 7 days beyond the delivery of a job. Thereupon, we reserve the right to discard them.
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We value long term, mutually beneficial business relationships. As such, we reserve the right to place in a small, inconspicuous manner on all marketing materials we design for you, a line of text giving us credit as your designer. That line will typically contain the words "Designed by ShamgarTracts" and may contain a small representation of our logo. We may waive this right at our discretion. You may also purchase a "credit free" version of your design at the current rate for credit removal listed on our website.