TERMS AND CONDITIONS
This document, when signed by you with a copy returned to us, will constitute a working agreement between the Designer and the Client. All projects or services which the Designer may be contracted to produce or provide for the Client will be subject to the provisions of this agreement.
The Client has paid for the rights and usage of the final print or website ready artwork files. All editable electronic working files are the intellectual property of the Designer and are not included as part of this contract. The option for the Client to purchase the working files from the Designer can be negotiated separately at any time.
Fees and Costs:
Estimates: Estimates apply only to the stated job description as outlined. Since it is impossible to predict total fees and costs with absolute accuracy, a stated contingency will be allowed for. Client approval shall be required for fees that exceed the allowed contingency percent only. Unless otherwise specified, estimates are based on reasonable time schedules. In those cases, when the work eventually performed requires the work to be done on a RUSH or overtime basis, any additional costs incurred due to such circumstances will be reflected in the Designer’s charges to the Client. The Designer reserves the right to refuse to begin, complete or deliver any work until the fees agreed upon are paid according to the billing sequences specified. Estimates may be withdrawn by the Designer if not accepted by the Client within a period of 30 days.
Production Charges and Out-of-Pocket Disbursements:
Design fees do not include the Production Charges of third-party suppliers for such items as photography, illustration, copywriting and other such material (without limitation thereby) contracted for artwork, retouching, colour separations, printing, paper, shipping, etc. These items will be itemized and charged in addition to the Designer’s quoted fee. Similarly, design fees do not include (without limitation thereby) photocopies, postage, facsimilies, art supplies, long distance phone calls, electronic file conversions, laser proofs, messenger services, travel expenses, etc. These items will be identified as Out-of-Pocket expenses and will be charged in addition to the Designer’s quoted fee. Production Charges and Out-of-Pocket expenses are subject to normal trade variances and the Designer’s then current service charges. Accordingly, the Designer is entitled to adjust its charges to reflect such circumstances and incurred costs. Quoted Production Charges and Out-of-Pocket expenses are estimates only.
Upon completing mechanical artwork (or equivalent), the Client will be required to provide the Designer with written approval and authorization to proceed with the subsequent phases of the project(s), such as final film work, printing, manufacturing and installation, etc., as applicable. The Designer makes all reasonable efforts to ensure that the work produced for the Client is accurate and correct to the best of its knowledge. Notwithstanding, the Client acknowledges and agrees that: the final responsibility for the content and accuracy of information used (i.e. what gets printed in the case of printed materials) must always rest with the Client. Therefore, it is the Client who must give the final approval to proceed with production, and this responsibility cannot be delegated. Upon signing, or other approval of designs and artwork (or equivalent), the Client or an authorized representative (duly authorized in writing to act on behalf of the Client with respect to the Project) must acknowledge that he or she has checked, approved and assumes total responsibility, and further acknowledges that the Designer will not be held liable for errors. THE FOREGOING REPRESENTATION IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
Revisions, Alterations and Additions:
Any work requested by the Client and performed by the Designer which was not included in the original stated job description, such as, but not limited to, Author’s Alterations (AA’s), changes or additions will be considered to be “new work” and will be charged in addition to the Fees or Costs specified.
The Designer will have the authority to act on the Client’s behalf in all matters expressed and/or implied in the Proposal with regard to the Project(s) including co-ordinating and integrating the work of and with all specialists, suppliers, contractors, sub-contractors and consultants. The client however, agrees that in no event will the Designer warrant or be held liable for the competence and performance or failure of the work thereby entrusted to such a third-party, supplier or consultant.
If, for any reason, the Client should decide not to proceed once work has commenced, written notification to the Designer is required. Upon such notification, the Client will be invoiced for all fees, production costs and out-of-pocket expenses incurred to the date of cancellation.
The Designer reserves the right to refuse to be a party to any Project which, in the sole judgment of the Designer would be illegal, fraudulent, or in some other way harmful to the best interests of the Designer.
The Designer will not be responsible for any legal clearances incumbent upon Clients to receive including (without limitation) any searches, permits, packages or labeling requirements.
The Designer will use all reasonable efforts to protect any property or materials the Client entrusts to the Designer and to guard against any loss. However, in the absence of negligence on the part of the Designer, the Designer will not be responsible for the loss, damage, destruction or unauthorized use by others of such property. Nor will the Designer be responsible for the failure of other suppliers or vendors, such as printers, typesetters, photographers, fabricators, contractors, manufacturers, etc.
If the client wishes to produce the final design themselves, print or web ready artwork can be supplied to the client. Additional charges may apply for this. Upon the release of any print or web ready artwork from the designer to the client, the client will produce the artwork only in the formats and quantities agreed upon with the designer and this work will be distributed solely within Canada. Additional reprints of the artwork would need to be approved by the designer before reprinting to ensure additional compensation isn’t required for the reprint. No alterations or modifications to the print ready artwork is permitted without the designer knowing and agreeing to these modifications or alterations and then approving the revised artwork before it can be used. Distribution of the artwork outside of Canada will only be permitted once additional fees and terms have been agreed upon with the designer prior to the international release.
The Designer will also make all reasonable efforts to return as promptly as possible all material and property which is owned by the Client or for which the Client has paid. However, the Designer is not authorized to release any property or material which may be owned by others. This includes any photographs, illustrations, designs, lettering, mechanicals, electronic files, or other such artwork which 11 is specifically owned by the Designer or commissioned artists or photographers. Unless otherwise specified Fees include “First North American Rights Only” and any further transfer of ownership can only be signed away by the owners, authors, artists, photographers or other such suppliers directly. Should such ownership rights be desired or should unlimited use of a particular piece of artwork or photography be desired, the Client must inform the Designer of such desires before the Designer contracts for such work and the Designer will negotiate for such rights on behalf of the Client.
The Designer reserves the right to use any work produced for Clients as samples, which the Designer may use in any reasonable way for its marketing needs. This may include printing or attaching appropriate credit notes.
Any design ideas which are not accepted and paid for by the Client remain or become the property of the Designer and the Designer will be free to use such designs in any way the Designer desires.
Any action against the Designer whether under this agreement or relating to the subject matter of the agreement must be commenced within 60 days after such cause of action accrues.
In the event that the Client issues a purchase order or other document covering all or part of the subject matter of this Agreement, it is hereby specifically agreed that such purchase order or document is for the Client’s internal purposes only in that no term or condition stated therein, whether printed, written or typed, shall have any force or effect.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. This general agreement forms the basis for our entire working relationship and shall not be modified or altered in any respect except by mutual agreement in writing.