TERMS & CONDITIONS
Client understands our expected timeline is dependent on Client’s agreement to complete all required prep work in the Project Planner 3 days prior to Start Date. The details outlined in the Project Planner are considered a binding part of this contract.
Payment is paid in three installments, due as follows:
- 1st Installment Due: $X Due Contract Send Date + 3 Days to reserve your project. Your project + start date are not officially held until this agreement is signed and the first payment is received.
- 2nd Installment Due: $X Month, Day Year (by start date)
- 3rd Installment Due: $X Month, Day Year (by end date)
All invoices are payable by due date on the invoice. The grant of any license or right of copyright is conditioned on receipt of full payment or if otherwise agreed upon due to circumstances listed in the next point.
This contract is for the Package listed above only. Additional work requested by Client that is not included in the Package must be booked, scheduled and paid for separately, in advance and is subject to Designer’s availability.
If Client chooses fonts, graphics, plugins or stock photos that are an additional cost from a 3rd party outside of the agreed upon Package, it will be the client’s responsibility to purchase those items and make them available to Designer.
Any and all communication between Designer and Client will be directly between the two parties, and may include third parties (for example, a photographer or copywriter) if both Designer and Client agree to communicate with third parties. Designer will not communicate with a third party on your behalf or at your request. Client is responsible for all communication with Designer related to any other vendors Client may choose to hire.
Because this is a time-sensitive project, Client + Designer both agree to reply to each other within 24 hours during the business work week between the Start and End dates of the project. Client understands that if they do not respond to Designer’s communications within the agreed-upon timeframe, the estimated project timeline may be affected and extended. If the project extends beyond the End date due to non-responsiveness of Client, a fee of $75 per day past the End Date will be charged.
Client agrees to attend all pre-scheduled + agreed upon Design Meetings for the duration of the project. Design Meetings may be rescheduled for dates between the Start Date and End Date of the project per the agreement of both parties. Client understands that non-attendance or cancellation of pre-scheduled Design Meetings can negatively affect the project timeline. Should Designer be unable to complete the project during the project timeline due to Client’s availability for Design Meetings, Designer reserves the right to end the project on the End Date and the 3rd Installment will be due in full. Upon receipt of 3rd Installment, Designer will hand completed work over to Client as-is and release all rights. Client may reserve an Exclusive Booking with the Designer at Current Client Pricing to complete the project. Exclusive Booking availability is dependent on Designer’s schedule + availability.
Designer is available via email only during the business week (YOUR TIME ZONE), and will not reply to emails on the weekends, evenings, vacations or holidays. Occasional email contact may be made by Designer out of typical “office hours”, but is to not be expected. Designer does not expect Client to respond to emails on weekends, evenings, vacations or holidays or outside of typical “office hours”.
BEFORE PROJECT START DATE
If Client cancels before the project “start date”: The first payment in non-
refundable. Client will be relieved of 2nd + 3rd installments.
If Designer must cancel: A full refund of the 1st installment will be made and Client will be relieved of 2nd + 3rd installments – or Client can choose to reschedule to the next available date on the Designer’s schedule.
If Client fails to complete the Project Planner 3 days before Start Date, the following options are available:
A) Designer will start the project on the start-date and complete as much of the project as possible with the content available in the Client’s Project Planner at the Start Date. Client is responsible for completion of any part of the project that Designer was unable to complete due to an incomplete Project Planner. Client may reserve an Exclusive Booking with the Designer at Current Client Pricing to complete the project. Exclusive Booking availability is dependent on Designer’s schedule + availability.
- B) Client may pause the project, pay a $250 rescheduling fee, and select a new project start date based on Designer’s schedule + availability.
C) Client may cancel the project and forfeit the deposit.
AFTER PROJECT START DATE
If at any point after the start date Client wishes to cancel the project: Client may cancel for a Kill Fee of $200 and be relieved of the 3rd payment. Installments 1 + 2 are non-refundable. Designer agrees to hand over any completed work.
If Designer must cancel project for any unforeseen personal reason after project begins, Client has two choices:
- Receive a full refund. Designer agrees to deliver + release any work done until that point.
- Choose to reschedule and apply fees paid to a future project date.
Designer may terminate this contract due to Client not complying with any part of the contract agreed to here. If Designer chooses to terminate due to Client’s non-compliance, no refunds will be made, and Client will be released from any further payments owed. Designer agrees to deliver + release any work done until that point to Client.
Privacy + Confidentiality
Client and Designer agree all emails and other correspondence are to remain private. NO terms of this contract are to be shared with anyone other than parties involved. Pricing is strictly confidential.
Designer understands that the Client may be providing confidential information about their business throughout the course of the project and agrees not to disclose that information to any third or utilize it in any way without express consent from the Client.
Designer is responsible for safeguarding confidential client information such as account numbers, passwords and license keys.
Client and Designer agree that no design work will be shared publicly online or via social media until project is complete, fully paid for and handed over to the client unless express written permission to do so is agreed upon by both parties. Doing so is terms for immediate termination of contract.
Confidential and Proprietary Information:
Each party acknowledges that information disclosed to it by the other in connection with this agreement is confidential and proprietary and that it shall remain the property of the disclosing party. Each party shall treat all information from the other as confidential and proprietary. The receiving party shall take all reasonable and necessary precautions to prevent such information from being made known or disclosed to any person or entity except in accordance with this engagement. However, if the receiving party is required by legal process or action of government agencies to disclose any information, it may do so. The receiving party shall promptly notify the other of such requirements so that the other may take whatever action it deems appropriate to protect such information against disclosure.
Confidential information does not include information, technical data or know-how which:
– Is in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records immediately prior to the time of disclosure; or
– Prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party or is approved for release by the disclosing party.
Designer shall not be precluded from using data regarding Client received during the performance of this engagement in materials published by Designer provided that Client is not identified nor identifiable as the source of the data.
Client shall treat as confidential all information, records, computer files and documents of Designer and handle and dispose of them in the same fashion as required of Designer.
Designer holds full ownership of rights to all designs created until project concludes and payment is made in full, at which time full copyrights of all designs and copy are passed over to Client.
Designer holds no ownership rights to any content or designs provided by Client.
It is understood and agreed that Designer is acting as an independent contractor in the performance of the services hereunder, and nothing herein contained shall be deemed to create an agency relationship between Designer and Client.
Code of Fair Practice
Designer warrants and represents that, to the best of their 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 Designer has full authority to make this agreement; and that the work prepared by Designer does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that Client or others may make of Designer’s product that may infringe on the rights of others. Client expressly agrees that it will hold the Designer harmless for all liability caused by the Client’s use of the Designer’s product to the extent such use infringes on the rights of others.
Warranty and Limitation of Liability
Client warrants that Designer’s use of any and all materials furnished by Client hereunder will not violate or conflict with any U.S. intellectual property rights of any third persons including, but not limited to, copyrights, patent and trademarks. Designer warrants that the deliverables and all work products created for and provided to Client by Designer will not violate or conflict with any U.S. intellectual property rights of any third persons including, but not limited to, copyrights, patents and trademarks. Designer further warrants that all services will be performed in a professional and workmanlike manner. Designer makes no warranty with respect to third party rights in any materials furnished to Designer by Client. Except as set forth in this paragraph, neither party makes any express or implied representation or warranties, including–but not limited to–implied warranties of merchantability and fitness for a particular purpose.
Neither party shall be liable hereunder for special, indirect, consequential or incidental losses or damages of any kind or nature whatsoever, including but not limited to lost profits, lost records or data, lost savings, loss of use of facility or equipment, loss by reason of facility shutdown or non-operation or increased expense of operations, or other costs, charges, penalties, or liquidated damages, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, even if advised of the possibility of such loss or damage, or if such loss or damage could have been reasonably foreseen.
Except as otherwise expressly provided herein, damages shall be Client’ exclusive remedy hereunder and Designer’s liability hereunder, regardless of the form of action, shall not exceed the total amount paid for services under this agreement. Designer’s liability shall not be so limited with respect to injuries to persons or damage to tangible property arising out of the negligence or willful misconduct of Designer or its subcontractors.
While performing tasks related to this contract Designer cannot accept liability for losses caused by the unavailability, malfunction or interruption of the Client’s website. Designer cannot guarantee that its work will be error-free and so Designer also cannot be liable to the Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if the Client has advised Designer of the possibilities of such damages.
No action, regardless of form, arising under this Agreement, may be brought more than one year after the cause of action has arisen, except that an action for nonpayment may be brought within one year after the date of the most recent payment.
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. 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 Client or by Designer will be filed in Designer’s state/county of business/residence. This contract is held accountable to the legal system of Ohio and any applicable statutes held therein.
This agreement is the entire agreement between the parties with respect to its subject matter and there are no other representations, understandings or agreements between the parties relative to such subject matter. No amendment to, or change, waiver or discharge of any provision of this agreement shall be valid unless in writing and signed by any authorized representative of the party against which such amendment change waiver or discharge is sought to be enforced.
The action of the sending and receipt of this agreement via electronic method will hold both parties in notice of these terms. The Designer as sender and the Client as recipient will acknowledge acceptance of these terms by signing via HelloSign. Electronic signatures shall be considered legal and binding.
This agreement must be acknowledged, signed electronically by both parties and the 1st installment paid in full by Client and acknowledged by Designer before this agreement is binding and the Start and End Dates and reserved.