TERMS & CONDITIONS
Last Updated on December, 14 2018
Acceptance by Client of a Marketing Agreement issued by 960 Design (Service Provider), to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Client and 960 DESIGN with respect to the responsibilities of 960 DESIGN and Client pursuant to our Marketing Agreement and these Standard Terms and Conditions (collectively referred to as the “Agreement”). Client represents and warrants that:
- it has the full authority to enter into the Agreement and to perform the acts or obligations required of it in the Agreement;
- the execution of the Agreement and the performance of its obligations do not and will not violate any other agreement that it is a party to;
- the Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms. The formation, construction, performance, and enforcement of the Agreement shall be in accordance with the laws of the State of California without regard to its conflict of law provisions.
SCOPE OF WORK
For any website project, a proposal shall be provided to the client which outlines the general scope of the web design project. Additionally, the proposal shall include an estimate of the costs involved to complete the project. Upon agreement between both parties, additional work outside the scope of work will be performed and invoiced in accordance with the terms and rates shown in the Agreement or, if no such terms or rates are shown in the Agreement, in accordance with 960 DESIGN’s current standard terms and rates. All prices specified in this contract will be honored for three (3) months after both parties agree to this contract. Continued services after that time will require a monthly maintenance agreement or will be invoiced individually.
LOGO DESIGN ORIGINALITY & SIMILARITY
960 DESIGN warrants that its logo designs are of its own creation with vector illustration software. 960 DESIGN warrants an expressed interest in originality and uniqueness in all logo designs. 960 DESIGN does not warrant that all logo designs will not be similar to others because familiarity is often a mechanism of good marketing (due to industry-specific symbolism similar concepts are often implemented). In the rare but possible circumstance that a logo design looks identical to another party’s logo, 960 DESIGN will provide a free recreation of logo design.
Please note that Cartoon Logo, Character/Mascot Design, and Detailed Illustrations are beyond the scope of logo design work. Cartoon Logo, Character/Mascot Design, and Detailed Illustrations do not work well as logo design because effective logos are simple which is why we highly recommend against their use. Still, some clients choose to include a detailed illustration in their logo design, which we are happy to provide at an additional cost.
LOGO PROOFING & REVISIONS
Upon receipt of the non-refundable deposit, 960 DESIGN will utilize client information and industry-specific research to develop a concept or series of concepts. Initial logo design proof(s) will be submitted for review via e-mail, text message, or preferred method of communication. After receiving feedback, 960 DESIGN will perform revision(s) accordingly until the client is completely satisfied. Up to three rounds of revision are included in quoted price. Further revisions will incur additional costs at our hourly design rate.
COPYWRITING AS A SERVICE
960 DESIGN provides copywriting for clients as a service with time constraints related to fixed project prices and client-determined budgets. As a result, clients are always responsible for copywriting and its quality even when explicitly identified as a service being provided in the agreement. 960 DESIGN warrants a genuine expressed interest in developing quality error-free content however client ultimately assumes all responsibility for the quality and parsing of errors. In many cases, 960 DESIGN provides a variety or combination of services and must manage time accordingly to execute a project within a fixed budget. 960 DESIGN creates agreements with pro-rated hourly pricing or fixed pricing but ultimately client is paying for a service being provided and design and production hours must be accounted for. 960 DESIGN provides an estimate of time for the service of copywriting but the client is still responsible for verifying content accuracy when provided proofs. In the case of menus, clients must notify 960 DESIGN of any errors promptly otherwise clients can update their menu months later and increase prices and use a complaint to seek a discount.
CUSTOM & STOCK PHOTOGRAPHY
960 DESIGN coordinates professional photography for web design projects with the sole purpose of creating professional marketing campaigns. We generate photography for organizations that help convey the overall message of an organization however we still utilize stock photography for specific situations as needed. 960 DESIGN agrees to provide up to 5 stock photos during our web design process. All photos acquired & licensed by 960 DESIGN for inclusion in a client’s website remain the property of 960 DESIGN and may be used in multiple separate projects (but typically aren’t). Should the client require full ownership of the provided photography, these terms must be disclosed in writing.
Client represents and warrants to 960 DESIGN that:
- Client owns, or has acquired the explicit written authorization to use all content provided to 960 DESIGN, (“Client Content”);
- Client Content does not contain any obscene, threatening, harassing, vulgar, defamatory, libelous, infringing or unlawful content;
- Client Content will be free and clear of all liens and encumbrances and may be lawfully used by us;
- Client Content does not infringe upon the rights of others including, and without limiting the generality of the foregoing, any copyright, trade secret, patent, or trademark rights of any third party;
- there are no claims against Client regarding Client Content; and
- Client will at all times ensure that it is within compliance with the terms and conditions of any licensing contracts between Client and a third party.
- Client will provide all copywriting/text to be used in web pages as stipulated in the agreement. Client agrees to provide copy and any related artwork or photography in a timely manner. Client assumes responsibility if they fail to provide content promptly as it can delay service provided.
PRINT PRODUCTION & INSTALLATION
Print Production & Design includes but is not limited to flyers, menus, brochures, posters, advertisements, signage, postcards and/or other marketing collateral for either profit or non-profit purposes. Aside from print production, when it comes to signage and vehicle graphics, we must also perform an installation. Clients must prepare a vehicle or substrate for graphics installation and failure to do so may cause degradation in performance. In the event that the client is not satisfied with artwork or installation, issues must be addressed within 30 days as promptly as possible and the remedy will involve continued service (at 960 DESIGN’s discretion). All print production errors caused by 960 DESIGN will be remedied by 960 DESIGN at our discretion. Any design-related issue not addressed during proofing by the client will not be discounted and be paid in full by the client to reprint.
WEB BROWSER COMPATIBILITY & MOBILE RESPONSIVENESS
960 DESIGN will verify the design and functionality of all websites on various popular web browsers and mobile devices. Should an update or newer version of any of these browsers results in the corruption of the website in part or in whole, the client understands that updated revisions or corrections will be made at the client’s expense, billed at 960 DESIGN’s current hourly rate.
COPYRIGHTS & TRADEMARKS
Once payment is received, 960 DESIGN grants all rights to content produced for Client exclusively to Client, excluding third-party components. Notwithstanding the foregoing, 960 DESIGN retains the right to display graphics and related project elements as examples of 960 DESIGN’s work. 960 DESIGN shall own, and retain all intellectual property rights in all preexisting material, information, know-how, and data created. The client understands that it is the client’s responsibility to copyright the logo design (www.copyright.gov) and/or seek trademark (www.uspto.gov/main/trademarks.htm).
CREDENTIALS & ACCESSIBILITY
The client agrees to provide credentials and grant access (usernames, passwords, and any other required permissions) to existing or future domain registration, hosting accounts, and affiliated service-providers as needed to accomplish the goals set forth for web development. 960 DESIGN is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Client or others that are not agents or 960 DESIGN, and 960 DESIGN has no obligation to investigate facts or conditions not disclosed by the Client. The client also authorizes 960 DESIGN to publicize their completed website to search engines, as well as other Web directories and indexes.
- Client agrees to pay a non-refundable 50% deposit to begin a project and a payment for the remaining pro-rated balance upon delivery. Once research, resources allocated or design work has commenced on a project, this deposit is non-refundable. In the case of buyer’s remorse, the deposit is non-refundable. 960 DESIGN endeavors to provide design services that meet and exceed a client’s needs and expectations, but in the event of buyer’s remorse (after a project has commenced) by the Client, the initial 50% deposit is forfeited, plus an additional payment for any time spent exceeding the deposit amount.
- If the work time exceeds 4 calendar weeks in duration, Client agrees to a progress payment of 50% of the balance per month until the conclusion of the project, with any outstanding amount payable in full upon delivery.
- All printing accounts must be settled in full prior to the release of the files to the printer. Accounts which are not paid COD will incur a late administration fee of $20 + GST. Accounts which remain outstanding for 14 days after the date of invoice will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding. If you are having difficulty paying your invoice, please get in touch as soon as you are aware of the issue, so we can discuss a solution that works for your company.
- Client’s failure to pay on time constitutes a material breach of contract by Client permitting 960 DESIGN to suspend its performance hereunder; additionally, 960 DESIGN shall have all other remedies permitted to 960 DESIGN by law, equity and these terms. 960 DESIGN reserves the right to apply interest charges at 12% APR on any past-due invoice. If Client has provided 960 DESIGN with a credit card authorization, 960 DESIGN shall be entitled to charge the invoice amount and interest. The client will be responsible for all collections costs, including reasonable attorney’s fees, incurred by 960 DESIGN as a result of any collection process or proceeding.
DEADLINES, DELAYS, & TIMEFRAMES
Although we have become known for our quick turnarounds the possibility of delays and missed deadlines do happen. As a result, we do not guarantee any timeframe estimates and will not be in breach of our obligations if we fail to meet any such timelines. Projects requiring strict deadlines will include requirement parameters explicitly within agreed terms.
VECTOR LOGO DESIGN DELIVERY
After the final logo design is approved, the logo design is provided to the client as a digital file in all requested formats (.jpg, .pdf, and .eps graphics file formats). Typically, we provide final logo artwork via e-mail in Vector PDF Format (the industry standard for printing) which can be used to create any other format needed.
960 DESIGN acknowledges that we may receive or have access to information which relates to the Client’s past, present, or future products, vendor lists, creative works, marketing strategies, pending projects/proposals, and other proprietary information. 960 DESIGN agrees to protect the confidentiality and best interest of the Client’s proprietary information and all physical forms thereof, whether disclosed to Designer before this Agreement is signed or afterward. Unless strict confidentiality is requested by Client in advance of the establishment of this contract, 960 DESIGN reserves the right to display materials and final work created for Clients in our work portfolio.
960 DESIGN or Client may cancel an Agreement in advance by delivering written Notice of Cancellation to the other party at the address provided at least sixty (60) days prior to the requested cancellation date. Any notice (“Notice”) shall be deemed sufficient if addressed in writing and mailed to the party’s address listed in the Agreement/Invoice or emailed to an authorized representative, provided such notice confirms the date of receipt. Upon cancellation, Client will be invoiced for all work completed up to and above the project-initiating non-refundable deposit. The balance of monies due must be paid within 30 days. Should Client cancel the project following its completion, Client is responsible for full payment as per the agreed-upon estimate plus any additional expenses incurred. In the event of cancellation, 960 DESIGN retains ownership of all copyrights and original work created.
- Except as expressly set forth herein, 960 DESIGN’s services are provided “as is.” 960 DESIGN expressly disclaims all warranties, express, implied or statutory, including but not limited to the implied warranties of merchantability or fitness for a particular purpose, and any warranties arising out of course of dealing, usage, or trade.
- 960 DESIGN does not warrant that the services will meet the client’s specific requirements or that the services will be completely error-free, completely secure or uninterrupted. 960 DESIGN shall not be liable to client or any third party for any unavailability or inoperability of telecommunications systems, the internet, search engines, social media sites, technical malfunction, computer error, corruption or loss of information, or other injury, damage or disruption of any kind beyond the reasonable control of 960 DESIGN. Client assumes all risks related to the processing of transactions related to electronic commerce. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure.
- You acknowledge that you have not relied on any advice, representation or warranty given by us in connection with the services that is not expressly stated in this document.
- To the extent permitted by law, all warranties, conditions and representations by us are excluded. If a term is implied by law into this document and the law prohibits provisions in a contract excluding or modifying liability under that term, then it will be included in this document. However, our liability for breach of such term will be limited, at our option, to one or more of the following:
I. the supply of the services again; or
II. the payment of the cost of having the services supplied again.
- If you are not happy with our services, to the extent permitted by law we will not provide you with a refund, but supply you with the services again within reason, until you are satisfied with the services, to the extent permitted by law, neither we nor any of our officers, employees, agents or related bodies corporate will be responsible or liable in any way (including for negligence) for any loss, damage, liability or costs incurred or sustained by you or claims made against you, and you agree not to make any claim against us, due to or arising out of our provision of the services.
- Without limitation, we will under no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.
- You indemnify and hold us harmless in respect of any and all claims, loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of:
- any act done by us in good faith and purportedly pursuant to a right granted to us under the provisions of this document
- any infringement by you of third-party Intellectual Property Rights, and/or
- any breach by you of any of the terms of this document.
- We do not guarantee that our services will provide any specific results. In particular, and without limiting the foregoing, we make no guarantees, warranties or representations as to sales or revenue that may be achieved or that you will receive any new or increased numbers or customers as a result of our services.
INDEMNIFICATION; LIMITATION OF LIABILITY
- You hereby agree to defend, indemnify and hold harmless 960 DESIGN and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees from any action, claim, demand, or liability arising from or relating to your violation of any of these Terms or use of the Services, and any expenses incurred in connection therewith, including, without limitation, reasonable attorneys’ fees.
- IN NO EVENT SHALL 960 DESIGN OR ANY THIRD PARTY BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, PROFESSIONAL ERRORS OR OMISSIONS, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE SERVICES, INCLUDING ANY PART THEREOF, OR THESE TERMS AND CONDITIONS OR ANY OTHER CONSENT (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICES) 960 DESIGN, IT’S OWNERS, OFFICERS, OR EMPLOYEES’ CUMULATIVE LIABILITY TO CLIENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO 960 DESIGN BY CLIENT. 960 DESIGN SHALL NOT BE LIABLE TO CLIENT OR CLIENT’S REPRESENTATIVES FOR ANY HARM RESULTING FROM ANY USE OF CONFIDENTIAL INFORMATION.
NOTICE TO ALL CLIENTS
Prior to confirming your agreement to our terms, please make sure you understand all of the above terms and conditions. Should you have any questions or concerns regarding these terms, please contact us at [email protected] before accepting our agreement. By submitting a deposit payment, you consent to the terms of this design contract on behalf of yourself, and/or your organization or business.