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 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.
1.8 Period refers to a maximum amount of time (hours or days or months) the Designer agrees to reserve on a recurring basis for assignments to be determined by the Client.
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.
By approving the Estimate, Client has retained Designer to proceed with graphic design services on a recurring basis as stated in the Estimate and agrees to the terms and conditions as set forth in this Agreement.
Work projects, deliverables and priority will be at the discretion of the Client. Work will normally be performed at the offices of the Designer, but occasionally may take place at other locations, as determined by the Designer, and will normally occur Monday through Friday, between the hours of 10 am to 6 pm in the Designer’s current time zone.
Payment for these services will be to Designer at the rate provided in the Estimate and will be invoiced biweekly and payment will be made in full no later than two weeks following as long as this agreement is active. In the event that the Client does not pay the balance within 15 calendar days from the invoice date, the Designer may remove the work created for the Client from the Internet (if applicable) or hold work product until the balance is paid. Additionally, the Designer may charge a 15% late fee per month on the unpaid balance. Pricing is subject to change with 30 days’ notice.
A nonrefundable deposit of 50% of the defined Period in the Estimate is required prior to commencement of any Services for Client to secure the retainer. The deposit will be applied against future billings.
Hours worked in excess of the previously outlined workday will be billed at $80 per hour, or if available, extra entire days may be requested and will be billed at the full rate of $640 per day. Any expenses exclusive of normal overhead are not included in this agreement and will be billed separately. Examples of such expenses are: delivery services, long-distance telephone calls, courier and overnight delivery, postage, CDs, DVDs and other related costs, travel beyond 50 miles from the Designer’s facilities, and meals when traveling beyond 50 miles. All invoices will be net 15.
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.
Description of Design Services
Design services may include: email coding or development, user interface design, design of creative assets for use online, quality-checking of web pages, website maintenance, minor website coding and updates.
All costs not explicitly included in the Retainer Agreement will incur additional charges, including but not limited to: website design and development, information architecture, print design, branding strategies; consultation for design, advertising, and marketing services; and brainstorming and creative direction, animation, copywriting, complex custom illustration, purchase of printing, purchase of fonts or photography, or purchase of domains or hosting plans.
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.
Scheduling and Cancellation
The Designer and the Client are expected to maintain the schedule previously outlined. Canceling or rescheduling a retainer period requires a minimum of 7 days’ notice via email to the Designer. If the Designer fails to receive notifications by email of a canceled or rescheduled period, the period will be billed as previously outlined in this agreement. If the Designer fails to provide proper notice of a canceled or rescheduled period, the period’s work will be made up at the earliest possible date, so as to provide proper service for the compensation previously outlined. If the period cannot be rescheduled, the Designer will reimburse or credit the Client for the unworked period. Notice of vacation days or holidays where either the Client or the Design is not available for work should be provided in writing prior to the applicable period’s billing so that the invoice might be prorated to compensate for the unworked period. The client shall not be billed for vacation or holidays that are not rescheduled.
Each party shall use commercially reasonable efforts or fulfill its obligations hereunder, but shall in no event be responsible for any failure or delay in performance due to any catastrophe, act of God or government authority, civil strife, health crisis, or any other cause beyond the control of such party. Neither party shall be liable to the other for any consequential, indirect, special or punitive damages, even if such damage were reasonably foreseeable.
Modification of Agreement
The parties may modify this Contract by mutual agreement on 15 days’ written notice. “Written notice” includes, but is not limited to, email so long as the parties explicitly state that they are modifying this Contract.
Termination of Agreement
This agreement may be terminated on 7 days’ written notice by either the Designer or the Client. All materials furnished by the Client will remain the property of the Client and will be returned upon request, no more than 15 days from the termination of this agreement. Termination during the retainer’s execution will result in forfeiture of all payments received to date, and any unpaid invoices will be paid immediately.
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.