standard contract terms & conditions

Standard Terms & Conditions

Last updated January 12, 2022

These standard terms and conditions are in accordance with the recognized and standard practices of the graphic design profession, and provide the basis for an efficacious working relationship between the Studio and the Client, and form an integral part of the agreement between the Studio and the Client.

 

 

Professional Standing

The Studio subscribes to and abides by the code of ethics and professional standards of the Society of Graphic Designers of Canada.

The Studio reserves the right to refuse any project or part thereof connected with activities or practices which the Studio may deem to be detrimental to the general public, to the environment, or to the reputation of the Studio or the Society.

Use of Work

The work carried out, and materials created during the course of this project shall not be used for any purpose other than that which is set out in the agreement as to Use and Rights without prior approval of the Studio.

In no circumstances may work in rough form be used or published by the Client as finished work or be used as a basis for completion by others without the prior written consent of the Studio.

Copyright and Ownership

Unless otherwise stated herein, all services provided and materials created in the course of this project by the Studio shall be for the exclusive use and benefit of the Client, other than for the promotional use of the Studio.

The Studio is the first owner of all work or materials created during the course of this project. Copyright and other intellectual property rights, and all drawings, mockups, models, artwork, specifications, computer disks, electronic files, software documents, and all other tangible materials, including preliminary concepts, accepted or rejected elements, works in progress, and finished materials which have been created or furnished by the Studio during the course of this project shall remain the exclusive property of the Studio unless otherwise specifically assigned in writing.

As set out in the agreement as to Use and Rights and upon payment in full of all fees and disbursements, the Client is entitled to these specific usage rights for the purpose of reproduction of approved final designs, after which all materials shall be returned, unaltered, to the Studio within 30 days of use.

Unless otherwise stated, the Studio retains the moral rights to all work created in the course of this project.

All intellectual property rights and materials shall remain the property of the Studio, whether assigned or not, until all the Studio’s invoices are paid in full.

If the Client wishes to make additional use of the materials or ideas obtained therefrom, the Client agrees to seek permission from the Studio and to make such further payments as are agreed to by both parties at that time.

Rejected designs shall remain the exclusive property of the Studio.

The Studio retains all rights for use of the work or materials created in the course of this project in any new media or mediums which may emerge in the future.

Where copyright or other intellectual property rights are acquired by the Client, the Studio shall, when requested, assist in the application for design and copyright registration. The costs of such assistance and action shall be borne solely by the Client.

Conditions of Engagement

Fee quotations and proposals are subject to amendment or withdrawal by the Studio at any time prior to the signing of an agreement between the Client and the Studio.

A signed agreement or other written confirmation of the contract is required prior to the start of the project.

The Client and the Studio each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and Studio and enforceable in accordance with its terms.

This agreement represents the entire agreement between the Client and the Studio and may only be changed or modified in writing and with the approval of both parties.

Neither the Client nor the Studio may assign or transfer their interest in this agreement without the written consent of the other.

This agreement shall be binding upon both parties and their heirs, successors, personal representatives, and assigns.

The waiver of a breach of any of the provisions of this agreement shall not be construed as a continuing waiver of other breaches or other provisions hereof.

Schedules or time estimates are subject to change upon notification in writing by either party.

Unless otherwise stated, the amount of written notice to be given by either party shall be two weeks.

Confidentiality

The Client agrees to provide any and all information having a direct bearing on the successful outcome of the project and to inform the Studio in writing of any portion of the project which is confidential.

The Studio agrees to treat such information as confidential.

Compensation

The Client shall pay the Studio an advance against the total fees payable as set out in the agreement as to Fees and Terms of Payment. This advance shall be applied to services as performed from the outset of the project until such time as services performed exceed the advance amount, at which point the Client will be invoiced for services rendered to date.

The Client shall pay the remainder of the fees upon receipt of invoice, net 30 days on approved credit. Thereafter interest will be charged on overdue accounts at 2% per month.

When a project is longer than 30 days, invoices shall be issued monthly for services rendered to date or at set stages in the project as set out in the agreement as to Fees.

Disbursements

The Client shall reimburse the Studio for all out-of-pocket expenses and disbursements incurred by the Studio in the course of this project as set out in the agreement as to Expenses.

Typical out-of-pocket expenses include but are not limited to typography, presentation and artwork materials, digital proofs, digital file conversions, third-party software applications, long-distance telephone charges, couriers, postage and shipping, and travel.

Estimates for reimbursable expenses are for planning and budgeting purposes only. The Studio shall strive to work within stated budgets but is not liable if expenses exceed estimates as a result of changes to the project’s parameters.

Upon the Client’s request at the start of the project, records of all expenses shall be retained by the Studio and made available to the Client for review upon completion of the project.

Third-Party Contracts

The Studio may act on behalf of the Client to contract with other individuals or companies to provide additional services such as, but not limited to, writing, photography, illustration, pre-press services, printing, fabrication, programming, or manufacturing. The Client agrees to be bound by any terms and conditions of such contracts, including credits and usage rights, with respect to the reproduction of the materials that may be claimed by these third parties.

Rushed or Prolonged Work

Any work required in advance of an agreed schedule or timetable, any shortening of the contract period, or additional fees and expenses incurred during a project due to Client delays or extensions shall be charged and paid for at an additional rate agreed to in advance or, failing agreement, at a reasonable rate to be determined at the discretion of the Studio.

Materials Provided by the Client

The Client shall provide accurate and complete information and materials to the Studio, and guarantees and warrants that all materials are owned by the Client or that the Client has all necessary rights, including copyright and waiver of moral rights in such materials, to permit the Studio to use them for the project.

All copy, photographs, artwork and other source materials submitted by the Client shall be of professional quality and in a form suitable for reproduction without further preparation or alteration. An additional charge may be made when materials are submitted by the Client in such a form which prevents them from being readily utilized.

Copy provided by the Client as electronic files shall be readily usable. If the Client has specific requirements for how electronic files are to be prepared, the Client shall inform the Studio of same at the outset of the project.

The Studio shall return all materials provided by the Client within 30 days after project completion and payment of all invoices.

Client Approval

The Client shall appoint a sole representative with full authority to provide the necessary information required by the Studio and to provide reasonable approvals.

The Client shall proofread and approve all elements of the final designs. Approval must be provided before production can continue. Corrections, if required, shall be identified on electronic files, proofs, artwork, or drawings and are to be returned to the Studio marked “O.K.” or “O.K. with correction,” with the name or initials of the individual duly authorized to pass on same. If a copy of the revisions is required, a request must be made when the aforementioned articles are returned to the Studio.

Production

On all work where the Client assumes responsibility for production, printed proofs, cutting copies, prototypes and shop models must be approved by the Studio prior to use. The Studio shall be available at reasonable times to provide advice during the production period and for approval of minor modifications of the project which may be required.

When the Studio is engaged in a supervisory capacity and assumes responsibility for production on behalf of the Client, the Client agrees to abide by decisions made by the Studio.

When the Studio assumes responsibility for production, both the Studio and the Client shall be governed by recognized trade standards and customs.

Revisions and Additions

Any revisions, additions, or alterations to the project modifying the terms of the agreement as the Services to be performed and not included in any fee specified, shall be billed as additional services. Such additional services shall include, but shall not be limited to, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation of artwork.

The Studio shall keep the Client informed of additional services that are required, and shall request the Client’s approval for any additional services which cause the total fees to exceed the fixed or estimated fees set forth in this agreement.

Storage and Access

The Studio shall retain and store all final electronic files, finished artwork, drawings, and specifications for which specific reproduction rights have been granted, for a minimum period of 12 months after completion of the project. Upon expiration of this period, all such materials may be destroyed by the Studio, upon reasonable notification to the Client. The Studio is not responsible for information or materials lost or destroyed due to disk failure or other unforeseeable hazards.

The Client shall have reasonable access to all stored materials for the purpose of review, and shall pay the Studio a reasonable fee for de-archiving or retrieving materials, should expenses be incurred.

Modifications

No modifications or alterations to any designs or other work created by the Studio shall be made without written consent of the Studio. In the event that reprints are required, these shall not differ in any way from the originals supplied without the written consent of the Studio. Any modifications or alterations shall be carried out by or under the supervision of the Studio and shall be paid at a rate agreed to by both parties in advance.

Design Credits

The Studio shall be entitled to claim authorship of a design, and a published or manufactured work shall bear a credit to the Studio at the discretion of the Studio. The Studio’s consent in writing shall be obtained before the Studio’s name is reproduced in any finished product or otherwise published by the Client.

Samples and Copies

The Client shall provide the Studio with a reasonable number of samples, specimens, or photographs of each printed or manufactured design. These samples shall represent the highest quality of work produced.

The Studio shall have the right to use samples and make copies for publication, exhibition or other promotional purposes.

Warranty

The Studio warrants that the work provided to the Client by the Studio is original. The Studio agrees to indemnify the Client in the event of any claim based on the breach of this warranty.

Liability

The Studio is not responsible for errors or omissions in any work produced as per the Client’s “O.K.”. No financial responsibility is assumed by the Studio for errors or damages resulting from such errors.

The Client will indemnify, defend, and save harmless the Studio against any claim, damages and expense, actions or causes of action arising from or prompted by the use of any material supplied to the Studio by the Client or its agents.

All property belonging to the Client or its agents which is handled and stored by the Studio shall be done so at the Client’s own risk.

The Studio is not responsible for delays in delivery caused by acts of God, strikes, fires, floods or any other similar circumstances beyond the Studio’s control.

The Client agrees to indemnify, save and hold harmless the Studio from any and all damages, losses, lawsuits, expenses or costs that might arise as a result of claim or action by a third party related to the work provided to the Client by the Studio other than due to the Studio’s negligence or willful misconduct. This includes any action that involves hacking or other malicious activity by a third party resulting in damage to the Client’s website, reputation, goodwill or revenue.

After hand-off of a completed website by the Studio, it is the Client’s responsibility to ensure all required updates to the WordPress core, any themes, plugins, or any additional third-party apps are made in a timely basis. Failure to do so can leave the site open to vulnerabilities or distort the look and function of the site. It is recommended the site is checked weekly, at a minimum, to confirm all updates have been made. In addition, we recommend the Client subscribe to and install additional third-party backup and security services as offered by their hosting provider to ensure continuity of service and reduce loss of data.

Arbitration

Either party may request that any dispute arising out of this agreement may be submitted to binding arbitration before a mutually agreed upon arbitrator. The arbitrator’s decision or award shall be final.

Termination

This agreement shall be terminated if either the Client or the Studio commits a breach and fails to remedy the breach within 14 days of receiving written notification from the other party specifying the breach and requiring its remedy.

On termination or postponement of this project or any part of it for any reason, the Client shall pay the Studio for the work completed to date, together with all expenses incurred. Any advance of fees will be credited against the amount due.

In the event of termination, the Studio shall retain the copyright even if the fees agreed to in advance have included the assignment of the copyright.

Applicable Law

This agreement and all terms and conditions shall be governed and construed in accordance with the laws of Canada and the laws of the province of the Studio’s principal place of business.

These terms and conditions will be updated on a regular basis as required.

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