PLEASE READ THESE TERMS OF USE CAREFULLY.

 

The following are terms of a legal agreement between you and 5/12 Studio. By using 5/12 Studio service or submitting your credit card or checking account information you acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations. If you do not agree to these terms, please do not proceed.

 

This statement covers all 5/12 Studio sites.

 

Better understanding for a smoother project.

 

The following Terms and Conditions of service apply to all products and services provided by DESIGNER. These terms & conditions constitute a valid and binding agreement between DESIGNER and you, the CLIENT, for any services provided or work ordered. You must enter into this Agreement by returning the Terms and Conditions form signed and dated.

 

All work is carried out within the understanding that the CLIENT has agreed to DESIGNER’s Terms and Conditions prior to project commencement. Only one chosen solution will be deemed as the DESIGNER fulfilling the contract. Any concepts, sketches and additional artwork leading up to the final proposal remain the property of DESIGNER, unless agreed otherwise in writing prior to project completion. Any alternative agreements or specific agreed changes to these Terms and Conditions must be in writing prior to project commencement. Any changes – agreed upon in documented email – are subject to contractual agreement.

 

1. - Project Acceptance

At the time of proposal, DESIGNER will provide the CLIENT with a written estimate or quotation. Once the CLIENT agrees upon the estimate or quotation, they must then sign this form to indicate acceptance. No work on a project will commence until DESIGNER has received the completed form.  CLIENT’s approval (written only) will constitute an agreement between both parties.

 

2. - Timing and Acceptance

2.1  Timing.  DESIGNER shall prioritize performance of the Services as may be necessary or as agreed upon by the Parties, and will undertake commercially reasonable efforts to perform the Services. CLIENT agrees to review Deliverables within the time identified for such reviews and to promptly either, (a) approve and accept the Deliverables in writing (which will then become the Final Deliverables) or (b) provide written comments and/or corrections sufficient to identify the CLIENT’s concerns, objections or corrections to DESIGNER.

 

2.2  Acceptance.  CLIENT, within three (3) business days of receipt of each proposal, shall notify DESIGNER, in writing, of any failure of such proposal to comply with the specifications as agreed upon by the Parties, or of any other objections, corrections, changes or amendments CLIENT wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and DESIGNER shall undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from CLIENT within said stated time period, the Deliverable shall be deemed accepted.

 

3. - Client Responsibilities

CLIENT acknowledges that they shall be responsible for performing the following in a reasonable and timely manner: (a) Coordination of any decision-making with parties other than the DESIGNER; (b) Provision of CLIENT Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation; and, (c) Final proofreading pursuant to Provisions 2.1 and 2.2.

 

4. - Working / Billing Phases

Based on our experience with long-term design communications projects, we have found that it is mutually advantageous to handle each project in logical working/billing phases.

 

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 DESIGNER or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed only through phases and/or portions of phases that were actually completed by DESIGNER. For each project, the 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 itemized costs for anticipated out-of-pocket expenses.

 

5. - Fees and Charges

Fees have been calculated on the basis of information supplied by the CLIENT. If the information supplied is incomplete or misleading or the CLIENT’s plans are subsequently amended, leading to an increase in the work required from DESIGNER, we reserve the right to increase the fees accordingly, subject to the CLIENT’s approval, which is not to be unreasonably withheld or delayed.

 

Charges for design services to be provided by DESIGNER will be set out in the written estimate or quotation that is provided to the CLIENT.  At the time of the CLIENT’s acceptance of this estimate or quotation – indicating acceptance of the Terms & Conditions – an initial, non-refundable deposit of 50% of the total project fee will become immediately due. Work on the project will not commence until DESIGNER has received this amount.

 

The additional 50% of the total project fee (including any extra hours or extra revisions in addition to the original quote or charges applicable for additional work carried out that were not specified in the original project outline) will be due when all work has finished, prior to launch or exchange of deliverables. The design project or website in question will only be delivered once the final payment has been received.

 

6. - Payment

We accept checks, credit card payments, and cash. Returned checks will incur an additional fee of $50 USD per returned check. DESIGNER reserves the right to consider an account to be in default in the event of a returned check. Payments made via PayPal will incur an additional charge of 3.4%.

 

DESIGNER reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full or until the funds are cleared in our bank account. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges or the costs of Changes.

 

7. - Default

If The CLIENT fails to communicate with DESIGNER for a period of more than 30 days without explanation, the project shall be deemed satisfactory and complete, and therefore, closed. Removal of such materials does not relieve the CLIENT of its obligation to pay the due amount. CLIENTs whose accounts become default agree to pay DESIGNER’s reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.

 

DESIGNER understands and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. Interest is charged monthly at 18%. Payments will be credited first to late payment charges and next to the unpaid balance. The CLIENT shall be responsible for all collection or legal fees necessitated by late or default in payment

 

8. - Copyrights and Trademarks

By supplying text, images and other data to DESIGNER for inclusion in the CLIENT’s website or other medium, the CLIENT declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the CLIENT, or rightful copyright or trademark owner.

 

Any artwork, images, or text supplied and/or designed by DESIGNER on behalf of the CLIENT – that are not chosen as the final concept – will still remain the property of DESIGNER and/or it’s suppliers. This means any unused concepts that are created in the run up to the final artwork being chosen, will still remain the property of the DESIGNER. The final artwork agreed upon will remain the property of the CLIENT and DESIGNER agrees to hand over full copyright and ownership of the chosen concept or concepts. The amount of items allowed to be chosen, as the final concept will be determined by each individual project outlined and agreed upon before each project commences.

 

The CLIENT may request in writing from DESIGNER, the necessary permission to use materials (for which DESIGNER holds the copyright) in forms other than for which it was originally supplied, and DESIGNER may, at its discretion, grant this at a fee. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used.

 

By supplying images, text, or any other data to DESIGNER, the CLIENT grants DESIGNER permission to use this material freely in the pursuit of the design.

 

Should DESIGNER, or the CLIENT supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the CLIENT will agree to allow DESIGNER to remove and/or replace the file on the site.

 

The CLIENT agrees to fully indemnify and hold DESIGNER free from harm in any and all claims resulting from the CLIENT in not having obtained all the required copyright, and/or any other necessary permission.

 

9. - Licensing

Any design, copywriting, drawing, idea or code created for the CLIENT by DESIGNER, or any of it’s contractors, is licensed for use by the CLIENT on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of DESIGNER and any of it’s relevant sub-contractors, unless stated otherwise.

 

All design work - where there is a risk that another party makes a claim – should be registered by the CLIENT, with the appropriate authorities, prior to publishing. DESIGNER will not be held responsible for any and all damages resulting from such claims. DESIGNER is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The CLIENT agrees not to hold DESIGNER responsible for any such loss or damage. Any claim against DESIGNER shall be limited to the relevant fee(s) paid by the CLIENT.

 

10. - Revisions

DESIGNER is only required to make the amount of revisions stated prior to project commencement. Any additional revisions required will be charged at DESIGNER’s hourly rate. The number of revisions may vary from project to project. New work requested by CLIENT and performed by DESIGNER 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, DESIGNER will submit a proposal revision memo to CLIENT, and both parties must agree to a revised additional fee before further work proceeds.

 

CLIENT’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates: $45 per hour. Minimum of two (2) hours.

 

11. - Design Project Duration

Production schedules will be established and adhered to by both CLIENT and the DESIGNER, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the CLIENT or the DESIGNER. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly

 

Any indication given by DESIGNER of a design project’s duration is to be considered by the CLIENT to be an estimation. We will do everything possible to meet specific deadlines, providing there is clear communication, prompt payment and regular feedback from the CLIENT. However, we cannot be held responsible for any project over-running, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by DESIGNER for the initial payment or by date confirmed in writing by DESIGNER.

 

12. - Errors & Omissions

It is the CLIENT’s responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. DESIGNER is not liable for errors or omissions. CLIENT’s signature or that of CLIENT’s authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation. Electronic signatures and e-mailed approvals shall be considered legal and binding.

 

13. - Charges for Other Services

Charges for any additional services over and above the estimated design will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance. Any additional artwork, post project completion, will be charged at DESIGNER’s hourly rate.

 

The Project pricing includes DESIGNER’s design fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, printing costs, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to the CLIENT unless specifically otherwise provided for in the proposal.

 

14. - Expenses

CLIENT shall be billed a standard hourly rate of $45 per hour for all expenses arising from extra assignments out of the scope of work stated on proposal and invoices submitted by DESIGNER. This includes, but is not limited to, CLIENT requested trips for DESIGNER to visit CLIENT’s location for any service other than design related, any administrative or clerical work for coordination of external sources beyond DESIGNER’s subcontractor network, etc.

 

If CLIENT chooses to utilize their own vendors, other than those recommended by DESIGNER, CLIENT may request that the DESIGNER coordinate their work for a fee of $195 plus $45 per hour until completion of CLIENT’s request. DESIGNER cannot in anyway be held responsible for quality, price, performance or delivery charges from such vendors outside of DESIGNER’s network of subcontractors.

 

15. - Telecommunications

CLIENT shall pay for all transmissions charges. The DESIGNER is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable, and satellite network or from incompatibility between the sending and receiving equipment. All deliverables shall be deemed complete once the CLIENT has signed off the work or indicated satisfaction either verbally, in writing, via e-mail, post or other methods.

 

16. - Data Formats

The CLIENT agrees to DESIGNER’s definition of acceptable means of supplying data to 5/12 Studio. CLIENT Text is to be supplied to DESIGNER in electronic format as standard text (.txt), MS Word (.doc) on CD-ROM, via e-mail, or portable hard drives. Any content – written or otherwise – must be proof checked by you, the CLIENT, prior to handover. 5/12 Studio is not liable for any miss-prints, typos or changes. Any additional proof reading and changes done by DESIGNER will be charged at an hourly rate.

 

Images which are supplied in an electronic format, are to be provided in a format as prescribed by DESIGNER via CD-ROM, e-mail or file transfer sites specified by ¬images must be of a quality suitable for use without any subsequent image processing, and DESIGNER will not be held responsible for any image quality which the CLIENT later deems to be unacceptable. DESIGNER cannot be held responsible for the quality of any images, which the CLIENT wishes to be scanned from printed materials.

 

Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, photo editing, media conversion, digital image processing, or data entry services.

 

17. - Work Hours & Holidays

This agreement assumes work will be completed within the standard work week: Monday through Friday, 9:00am to 5:00pm EST. DESIGNER is closed on all major holidays and the entire week of Christmas through New Years.

 

18. - Design Credits

The CLIENT agrees to allow DESIGNER to place a small credit on printed material, exhibition displays, advertisements and/or a link to DESIGNER’s own website on the CLIENT’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.

 

The CLIENT also agrees to allow DESIGNER to display any artwork on their own website for promotional and portfolio purposes.

 

19. - Rights of Refusal

DESIGNER will not include in its designs, any text, images or other data, which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. DESIGNER also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that DESIGNER does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the CLIENT is obliged to allow DESIGNER to remove the contravention without hindrance, or penalty. DESIGNER is to be held in no way responsible for any such data being included.

 

20. - Cancellation

Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, DESIGNER will need formal notification in writing to the company’s postal address. The CLIENT will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering.

 

The balance of monies due must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received by DESIGNER within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.  Upon termination of this agreement, DESIGNER will transfer to CLIENT all your property and materials in DESIGNER’s control and for which CLIENT has paid. CLIENT will indemnify and hold DESIGNER harmless for any loss or expense (including attorney’s fees), and agree to defend DESIGNER in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to claim made against the DESIGNER and any of its products and services arising from the publication of materials that the DESIGNER prepared and CLIENT approved before any publications.

 

21. - Hosting

DESIGNER offers twelve (12) month hosting packages for custom websites. These can be paid either monthly or in one full payment. Any website with an outstanding balance for over one (1) month past due date will be removed from DESIGNER’s high-speed business server. Current pricing can be requested for review.

 

22. - Contractors

Any loss of income, project refund costs or legal costs that arise as a direct result of any outside contractors, freelancers or separate company or service not completing or upholding their end of the contract shall be held directly responsible for any resulting costs or fines. DESIGNER will not be responsible for delay in proposed completion schedule for project.

 

DESIGNER reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. DESIGNER will not knowingly perform any actions to contravene these and the CLIENT also agrees to be so bound.

 

 

Disclaimer

DESIGNER makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies, including type or content errors, misprints, website downtime or server issues, and any mistakes or disputes relating to all design and website services.  DESIGNER will not be held responsible for any and all damages resulting from products and/or services it supplies. DESIGNER is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take responsible 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. The CLIENT agrees not to hold DESIGNER responsible for any such loss or damage. Any claim against DESIGNER shall be limited to the relevant fee(s) paid by the CLIENT.

 

Confidential Information

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including, but not limited to, preliminary works (“Confidential Information”). Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

 

If you are still unclear of any of the Terms and Conditions stated above, please contact DESIGNER directly for an explanation or clarification of any of the wording, meanings and/or definitions.

 

The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of these terms. The DESIGNER as sender and the CLIENT as recipient will acknowledge acceptance of these terms either through an e-mail noting acceptance or acceptance is acknowledged at the beginning of any work on said project by signature. Electronic signatures shall be considered legal and binding.

 

Terms and conditions are subject to change without notice.

 

 

 

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