This contract sets out the terms and conditions between the Consultant, Oranda Design (hereafter the "Consultant") and the Client, NAME HERE (hereafter the "Client") .
All projects or services that CONSULTANT may be contracted to produce or provide for CLIENT will be subject to the following:
CONFIDENTIALITY:
The Client and Consultant may disclose confidential information one to the other
to facilitate work under this Agreement. Such information shall be so identified
in writing at the time of its transmittal, and shall be safeguarded and not
disclosed to third parties by the receiving party. Confidential information
shall not include information that:
is already known to the party to which it is disclosed;
is or becomes part of the public domain without breach of this Agreement;
is obtained from third parties, which have no obligations to keep confidential
to the parties to this Agreement.
DESCRIPTION OF WORK:
A separate Proposal will describe the Work that is required of CONSULTANT for
the Client.
PAYMENT SCHEDULE:
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 CONSULTANT or CLIENT to adjust for such revisions/or halt work before
completion if a project is postponed or cancelled. Any cancelled project is
billed only through phases and/or portions of phases that were actually completed
by CONSULTANT. 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 itemised costs for anticipated
out-of-pocket expenses. We will begin work upon CLIENT’S approval of the
written estimate. Your approval (written or oral) will constitute an agreement
between us.
CLIENT shall pay Consultant %, as a deposit for project commencement.
Late payments will be subject to a late payment interest charge of 8% over
the Bank of England Base Rate (Late Payment of Commercial Debts (Interest) Act
1998) for the outstanding balance. Consultant reserve the right to take debt
collection action to recover payment. Costs incurred through debt collection
will be added to the outstanding bill and will be the customers' liability.
DUE DATES:
Consultant agrees to deliver samples of design on dates as agreed upon in the
Proposal. Consultant will make every effort to meet agreed upon due dates. The
Client should be aware that failure to submit required information or materials
may cause subsequent delays in the production. Client delays could result in
significant delays in delivery of finished work.
CREATION:
CONSULTANT agrees to deliver up to 8 draft copies of a design (logo, website,
stationery). The Consultant will always undertake work to the best of their
ability.
Due to the subjective nature of design work, the Consulant will charge accordingly,
the time incurred to create these designs, even if the CLIENT does not wish
to continue.
All designs are owned by the CONSULTANT until they have been fully paid for.
REVISIONS AND ALTERATIONS:
Changes in client input or direction or excessive changes will be charged at
£30.00 per hour. Any work the Client wishes Consultant to create, which
is not specified in the DESCRIPTION section of this agreement, or in the attached
Proposal will be considered an additional service. Such Work shall require a
separate Agreement and payment separate from and above that specified in this
Agreement.
New work requested by Client and performed by Consultant 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, we will submit a proposal revision to you, and a revised additional fee must be agreed to by both parties before further work proceeds. Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.
EXPENSES:
Client agrees to reimburse Consultant for any of the following expenses necessary
in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research,
Shipping, Software, Stock photography, Travel, Telephone Consultation)
NATURE OF COPY – CLIENT agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, servicemark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
ERRORS AND OMISSIONS – It is the Client's responsibility to check proofs
carefully for accuracy in all respects, ranging from spelling to technical illustrations.
Consultant is not liable for errors or omissions. Your signature or that of
your authorised representative is required on all mechanicals or artwork prior
to release for printing or other implementation. This can also be agreed via
email.
PERMISSIONS AND RELEASES:
The Client agrees to indemnify and hold harmless Consultant against any and
all claims, costs, and expenses, including solicitor’s fees, due to materials
included in the Work at the request of the Client for which no copyright permission
or previous release was requested or uses which exceed the uses allowed pursuant
to a permission or release.
PUBLICATION:
The Client may publish or disclose information regarding the Work and shall
acknowledge the support of Consultant in all such publications. The Client will
not use the name of Consultant, in any advertising or publicity without the
prior written approval from the Consultant. The Consultant will not use the
name of Client, in any advertising or publicity without the prior written approval
from the Client.
RESERVATION OF RIGHTS:
All rights not expressly granted hereunder are reserved to Consultant, including
but not limited to all rights in sketches, comps, or other preliminary materials.
RIGHTS OF OWNERSHIP:
Copyright is in Consultant's name. Upon completion of Work, the copyright will
only be released to the Client upon the Consultant's signing of the Release
of Copyright.
Once a project has been delivered by us and is fully paid for by CLIENT, CONSULTANT will assign the reproduction rights of the design for the use(s) described in the proposal.
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.
TERMINATION:
Either party may terminate this Agreement by giving 30 days written notice to
the other of such termination. In the event that Work is postponed or terminated
at the request of the Client, Consultant shall have the right to bill pro rata
for work completed through the date of that request, while reserving all rights
under this Agreement. If additional payment is due, this shall be payable within
thirty days of the Client's written notification to stop work. In the event
of termination, the Client shall also pay any expenses incurred by Consultant
and the Consultant shall own all rights to the Work. The Client shall assume
responsibility for all collection of legal fees necessitated by default in payment.
The Client and Consultant are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Consultant has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
Printing services and website / domain hosting
are provided by a 3rd party supplier. We cannot be held liable for any delays
or outages due to circumstances beyond reasonable control including without
limitation acts of God, governmental actions, war or national emergency, riot,
civil commotion, fire, explosion, flood, epidemic, lock out, strikes or other
labour disputes (whether or not relating to either party's work force), or restraints
or delays affecting carriers or inability or delay in obtaining supplies of
adequate or suitable materials. Provided that if the event in question continues
for a continuous period in excess of 14 days, you shall be entitled to give
us notice in writing to terminate the order. The consultant will not be held
liable in any way due to the delay of delivery of printed items. Excess or short
deliveries of up to 10% of the ordered quantity are to be accepted. These shall
also include spoilage, start-up sheets, adjustment copies for further processing
machinery, production-related cuttings of the upper and lower sheets, which
are not removed. Colours cannot be guaranteed due to the nature of printed colours
and screen colours.
Oranda Design will not be held liable for any losses, be it financial or time,
incurred through website hosting outages, website errors or delays in printing.
We reserve the right to amend terms without prior notification.
Updated: 1st February 2008