Modified: November 11, 2020
1.1 Agreement means the entire content of this Terms and Conditions document, Estimates, the Proposal document(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
1.2 The Designer (“Designer”) is hereby defined as: Brittany Norris
1.3 Estimate or Proposal means the scope and purpose of the Client’s identified usage of the work product as described in the documentation provided by the Designer.
1.4 The Client (“Client”) is hereby defined as the recipient of the Estimate.
1.5 Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.6 Deliverables means the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and media specified in the Proposal.
1.7 Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Proposal.
The intent of this Agreement is to establish the terms and conditions under which Designer, will handle marketing and design communications projects including, but not limited to, the production of communications materials for Client. Specific project details and budget will be reflected in an Estimate, separate from this document, provided and approved digitally.
In performing their respective obligations under this Agreement the parties agree that their relationship is that of independent contractors and not that of partners, joint venturers, agents, employees or part-time employees of the other party.
The terms of this contract will be valid upon acceptance of the estimate/invoice sent to you. By engaging the Designer to begin any work, you acknowledge you have read and accept these terms and conditions.
This estimate reflects the expected time and costs to be spent on a project under normal conditions. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by 10% or more, or if project scope varies from original proposal.
This estimate does not include stock photography costs, purchase of fonts, icons, etc.
For estimates less than $1,000, 100% payment is due upon project approval. For estimates, $1,000 or greater, 50% payment is required upon on client authorization. The remaining will be due upon completion of the project. By accepting this authorization you agree to make payment for invoices related to this job within 15 days of the invoice date. Any past due amounts are subject to interest charges of 5% per month.
Prices quoted are valid for 30 days from the date of estimate. Production estimates quoted are current rates but are subject to change. Miscellaneous expenses may include color copies travel/mileage, courier and overnight delivery, postage, CDs, DVDs and other related costs.
Any and all other representation and warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are expressly excluded and disclaimed.
Under no circumstances shall the designer be liable to you or any third party for lost profits, lost opportunities, or any other incidental, special, or consequential damages irrespective of the theory under which such action is brought, whether it was caused or allegedly caused by the negligence of the Designer, or whether not the Designer has been advised of the possibility of such damages.
Termination: If a project is canceled by the client, any initial payment converts into a cancellation fee and is non-refundable.
Ownership and Usage
The Designer assigns all rights to the approved work to the Client upon full payment for the billed work. The Client grants the Designer the right to copy, display, modify, and distribute the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes and the marketing of the Designer’s business. Where applicable the Client will be given any necessary credit for client ownership or usage of the project elements.
The Client attests that all content provided by the Client to the Designer is content that the Clients or for which it has secured all necessary intellectual property rights to use for the project and for the Designer to use as outlined above. The Client agrees to indemnify the Designer against all intellectual property claims brought against the Designer for their use of the Client’s work in their portfolio and will be responsible for the Designer’s reasonable attorney’s fees and damages assessed against Designer relating thereto.
In developing any brandmarks, the Designer will take care to keep the brandmarks distinctive. The Designer’s efforts shall not include a complete trademark clearance search, and should not be relied upon by the Client to verify originality or protectability of the marks. It is the Client’s responsibility to retain the services of a trademark search firm or intellectual property attorney for trademark clearance searches and opinions on protectability.
In consideration for access to “Confidential Information” exchanged between parties, the Designer and the Client agree to; (a) keep all information provided relating to business and/or marketing plans, discussions, research, graphic design and marketing related programs and processes under development in strict confidence; (b) disclose this information solely to individuals who have a signed non-disclosure agreement to receive this information; and (c) label Confidential materials, whether transmitted orally, electronically or on paper, with the word “Confidential” or some similar warning. Upon the request, each party shall return all written or other descriptive materials containing Confidential Information to the requesting party. Each party may retain one archival copy of the Confidential Information, solely for the purpose of determining its obligations under this Contract.
Confidential Information shall not be deemed proprietary and the recipient shall have no obligation with respect to such information where the information: (a) was known to recipient prior to receiving any of the Confidential Information from Discloser; (b) has become publicly known through no wrongful act of recipient; (c) was received by recipient without breach of this Contract from a third party without restriction as to the use and disclosure of the information; (d) was independently developed by recipient without use of the Confidential Information; or (e) was ordered to be publicly released by the requirement of a government agency.
Errors or Omissions
The Client has the responsibility to proofread and examine all work produced during the project. Therefore, the Client is ultimately responsible for any typographical, spelling, grammatical, copy, photographic, illustrative, layout or other errors or omissions discovered
All disputes related to this Contract shall be resolved exclusively in a court located in Duval County, Florida and shall be governed by Florida law. Each party irrevocably waives its right to a jury in any such dispute. The non-prevailing party shall be responsible for the prevailing party’s attorneys’ fees and any other costs related to resolving the dispute. The prevailing party shall be entitled to recover all costs, expenses, and reasonable attorney’s fees in any action brought to enforce the terms of this Contract.
This Contract constitutes the entire agreement between the parties with respect to this subject matter and supersedes all prior written and verbal understandings and agreements relating to it.
A party does not waive any right under this Contract by failing to insist on compliance with any of the terms of this Contract or by failing to exercise any right granted by the Contract.
If any provision of this Contract shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Contract, the validity of the remaining portions or provisions hereof shall not be affected hereby. The parties agree to replace such illegal, unenforceable, or conflicting provisions with a new provision that accomplishes the original intent of the parties and has the most nearly similar permissible economic, legal or other effects.
These terms and conditions are subject to change and can be modified or updated by the designer at any time, with or without notice.
By accepting the estimate/invoice sent to you, and/or engaging the Designer to begin any work, you acknowledge you have read and accept these terms and conditions.