Terms and Conditions
Terms of Design Services
I'll always do my best to fulfill your needs and meet your expectations. But it’s important to have things written down so both you (The Client) and I know agree you are hiring me (Five Dot Design, LLC dba Kristen Becker), to provide graphic design services for you.
1. PROJECT SCHEDULE
My ability to meet the project deadline is dependent on receiving the information I need to complete the project via the forms I have provided. The Client agrees to review my work and provide feedback and approval in a timely manner. Production of your order begins at final approval of artwork by The Client and payment of any outstanding invoices incurred within the proofing stage of the design schedule.
2. PAYMENT SCHEDULE AND INVOICES
The Client agrees to pay additional invoices should they be incurred for additional revision rounds. Any costs outside of standard cost of doing business fees will be passed to you.
3. AMENDMENTS TO MY WORK
Any amendments to the designs provided are considered a change in the project scope, which is explained in paragraph 7 below and will be charged accordingly.
No returns or cancellations are accepted at this time. If The Client is non-responsive after 2 weeks of no response, the order(s) will be cancelled with an option of partial refund depending on the stage of the project.
One proof is provided to The Client within 1-2 business days, earlier if a rush option is purchased.
6. FINAL DELIVERY
Final deliverables will be mailed within 7-10 business days unless rush services are purchased.
7. COPYRIGHT INFORMATION AND ARTWORK RELEASE
I own all copyrights in any and all work(s) I create or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Vendor and may be used in the reasonable course of Vendor’s business. In short, I remain the owner of all rights in the deliverables in draft and final form, as well as of the works used to create them (except for materials that you provided, or that are owned by third parties), and are free to use them in future. Trademarks If I design a trademark (in logo and/or tagline form) as part of my project, then, as far as the trademark is concerned:
Upon payment of all my outstanding invoices for the project, and in exchange for such payment, we assign to you all right, title and interest in the trademark.
In exchange, you grant me a royalty-free and permanent license to use representations of the designs and taglines in my portfolio (in all types of media), as a sample of my past works, in trade publications, educational material, to promote myself, and for competitions.
You will be entirely responsible for making sure my designs and taglines are free for you to use and register as a trademark, and that they don’t infringe anyone else’s rights - I cannot and do not accept any liability for these matters. I'll sign any documents that are reasonably needed to confirm or evidence that you own the designs, provided you bear any legal and other fees that are incurred by either you or me in the process.
Upon payment of all my outstanding invoices for the project, and in exchange for such payment, we grant you a royalty-free license to use the deliverables for promotional materials, websites, social media, etc, without any changes or additions (except that you can make the designs smaller or larger for printing or display purposes).
If you want to put the deliverables to additional uses, or make changes to them, additional fees will apply
8. CHANGES TO THE PROJECT SCOPE
Any requests made outside of what is described within a product listing is considered out of the scope and will incur an additional fee. This fee will be presented to The Client to approve or decline before changes are made to the final product.
9. THIRD-PARTY VENDORS
I may purchase or license from third party vendors materials used in my project (including work-up files, software programs, photographs, illustrations etc.). Where I license such material, the intellectual property rights in the licensed material remain the property of the third party vendors. Where applicable, I alter these properties to comply with licensing.
10. RUSH FEES
Rush options are available and priced accordingly.
11. AN EXPLANATION OF MY WORK
I design exclusively using the Adobe suite software and attest that all work I create is original and of my own creativity. Any similarities to other designs are unintentional and I cannot be held legally liable for any copyright infringement. If, at any stage, you’re not happy with the direction my work is taking, you’ll pay me in full for everything I’ve produced until that point and cancel this contract. In the instance that you are supplying artwork for me to use, I will need all working, RAW files. If these are not available, an added fee may be incurred for me to recreate such artwork in order for me to perform the tasks promised.
12. TEXT CONTENT
All copy is to be sent over in a word document with clear hierarchy of information (headers, sub headers, body copy, footnotes, etc). Copywriting services are available and will be an added fee. Photographs All photographs are to be provided in a high resolution digital format. If you choose to buy stock photographs, I can suggest stock libraries, however, I suggest allowing me to search for photos that best suit the project.
13. SOFTWARE, FONTS AND RAW FILES
Software and fonts used for the project remain my property and will not be released. Likewise, project raw files will not be supplied.
Payment of invoices is due within (14) fourteen days of receipt unless noted on the invoice.
15. MY RIGHTS BEFORE PAYMENT OF THE FINAL PROJECT INVOICE
All originally created deliverables, including trademark logos and taglines, in draft and final form, are wholly owned by us prior to full payment of the final project invoice by you. This means that if the project is cancelled before completion, I retain ownership of all work created up to the cancellation date, and no rights are granted to you for use.
16. ERRORS AND OMISSIONS
I will use my best efforts to prevent errors and omissions from occurring in my work. If such errors or omissions occur, please notify me, and I will correct them at no penalization of revision rounds to you, and that will be the limit of my responsibility and liability. The Client is responsible for any fees incurred due to errors or omissions otherwise, and agree to pay added fees if necessary, for those errors to be corrected. This also applies if you have approved artwork and found later errors; a fee for correction will incur.
17. CONFIDENTIAL INFORMATION
In the course of this project, I may receive from you (and you from me) Confidential Information - this contract is included. If either you or I receive from the other Confidential Information, the receiving party agrees to keep the Confidential Information secret, ensuring its agents and employees keep it secret, and not disclose it to any other person, organization or entity (unless absolutely necessary).
The receiving party may use or disclose Confidential Information received from the other in order to comply with a court order, law or regulation, direction of a governmental or statutory authority. The receiving party may also use or disclose Confidential Information that entered the public domain due to no fault of that party, or that was disclosed to the receiving party by another source lawfully and without any obligation of confidentiality.
18. LIMITS ON LIABILITY
I provide the deliverables to you on an as-is basis, and make no promise or guarantee that they will be fit for, or achieve, any particular purpose. I cannot and do not promise or guarantee that services or products purchased or licensed from third party vendors will be free from interruption or failure or that they will remain available for use for any specific period.
I will not be liable for lost profits or other special or consequential damages of any kind, nor will I be liable to you for direct damages unless caused by my gross negligence or fraud. The maximum damages payable to you in any event will not exceed the amount of fees actually invoiced and paid to me in connection with the project in question.
Specifically, we will not be responsible or liable to you for damages or loss caused by:
- my use of the designs and deliverables in ways that are not covered by the licenses I grant to you.
- any breach of these terms and conditions by you;
- any legal, governmental, contractual or other approvals that were required but which you did not obtain, and you will keep me indemnified for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to any of these specific actions and omissions.
19. FORCE MAJEURE
Neither you nor I shall be liable for failure to perform my part of the contract, if the failure is due to force majeure events (including fire, flood, earthquake, storm, hurricane, natural disaster, war, civil war, invasion, act of foreign enemies, hostilities, rebellion, terrorist activity, government sanction, change of law, strike, lockout, industrial action, embargo, sabotage, interruption or failure of electricity service, interruption or failure of transport networks or other public utilities, interruption or failure of Internet or other communication service).
20. NO TRANSFER OF THIS CONTRACT
Transfer, assign or novate of this contract, the licenses given under or in connection with it, or any other parts of this contract to anyone else without my advance permission in writing, which I may choose to give subject to additional conditions, is prohibited. I cannot transfer, assign or novate this contract without my advance permission in writing, except to a company or business in which I or my ultimate owners have a majority ownership interest.
21. OTHER LEGAL MATTERS
I am an independent contractor and not an employee, and thus, any laws by which ownership of copyright in works created by an employee is automatically transferred to the employer do not apply.
This contract and all matters arising from it are governed by Kentucky law.
The courts of Kentucky are the most appropriate and convenient courts to settle any dispute connected with this contract (including a dispute regarding the validity, existence or termination of the contract), and the courts of Kentucky have exclusive jurisdiction to settle any dispute arising from or connected with this contract.
Five Dot Design, LLC (dba Kristen Becker) may amend these terms and conditions at any time without prior notice.
If for some reason part of this contract becomes unenforceable or invalid, the remaining parts will be unaffected.
A failure or delay by either party in exercising any right or benefit under this contract does not amount to a waiver of that right or benefit. This contract will bind the parties’ respective legal personal representatives, successors and permitted assigns.
Except where expressly stated otherwise in this contract, a person who is not a party to this contract has no right to enforce any term of this contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act. By signing this contract or by expressing my confirmation in writing (on paper or in electronic form), you agree to all the terms and conditions of this contract, which is effective from the most recent date that appears in the signing page or email.