Terms and Conditions

GENERAL WORKING AGREEMENT

Agreement between DESIGNER and business or individual identified on this agreement.
The client/individual listed below is subject to the following terms and conditions. – This document defines the terms and conditions
of our working relationship. All projects or services that DESIGNER may be contracted to
produce or provide for CLIENT will be subject to the following:

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, 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.
We will begin work upon CLIENT’S approval of the written estimate. Your approval
(written or oral) will constitute an agreement between us.

PAYMENT/ESTIMATES

– CLIENT agrees to pay DESIGNER in accordance with the
terms specified in each proposal/estimate. On accounts that have not submitted a credit
application and been approved by our credit department, will be required to pay 50% of
the project cost before work can begin.
Unless otherwise specified, all subsequent balances due are payable upon art approval.
Interest on past due balances is 18% per annum or 1.5% per month. We reserve the right
to refuse completion or delivery of work until past due balances are paid.
Estimate: Billing will reflect the actual costs incurred. Valid for only 30 days from date on
estimate. Client requested changes will be billed additionally. The client will be notified of
any price changes.

OUT-OF-POCKET EXPENSES

– Fees for professional services do not include outside
purchases such as, but not limited to, printing, photography, color printouts, laminating,
illustrations, separations, shipping and handling or courier service. Expenses are
itemized on each invoice. Expenses are subject to California sales tax unless 1) You are a
nonprofit organization; or 2) the work is for resale and you have submitted a resale
certificate to DESIGNER. If consultant or supervisory services are required in out-of-town
locations, we will bill lodgings, meals, and transportation at cost. Reimbursement for
mileage is calculated at current allowable rates.

REVISIONS AND ALTERATIONS

– 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, we will submit a proposal revision memo 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.
OVERTIME – Estimates are based on a reasonable time schedule, and may be revised
to take into consideration your ” Priority Scheduling” requests requiring overtime and
weekends. Knowledge of your deadlines is essential to provide an accurate estimate. In
addition, outside suppliers such as service bureaus charge a 100% to 200% markup on
overtime after 5:30pm and weekends.

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. DESIGNER is not liable for errors or omissions. Your signature or that of your authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation.

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, satellite network or from incompatibility between the
sending and receiving equipment.

OVER RUNS AND UNDER RUNS

– The CLIENT will accept over runs or under runs that
do not exceed 10% of the quantity ordered on all jobs. The DESIGNER will bill for actual
quantity delivered within this tolerance. If the CLIENT requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.

PLACEMENT OF ADVERTISING

– At your request, we will purchase media space on
your behalf through our media division. Space will be billed to you at current rates plus
the standard agency commission.

INSPECTION OF BOOKS

– Upon reasonable notice, any and all invoices from our
vendors, time sheets and other documentation relating to your account will be available
to you. Inspection at our studio by your authorized representative may be arranged
during normal business hours.

PROPERTY AND SUPPLIER’S PERFORMANCE

– DESIGNER will take all reasonable
precautions to safeguard the property you entrust to us. In the absence of negligence on
our part, however, we are not responsible for loss, destruction or damage or
unauthorized use by others of such property. We will use our best efforts to ensure
quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise
reproduced) pieces. Although we may use our best efforts to guard against any loss to
you through the failure of our vendors, media, or others to perform in accordance with
their commitments, DESIGNER is not responsible for failure on their part.
If you select your own vendors, other than those recommended by us, you may request
that we coordinate their work. If at all possible, we will attempt to do so, but we cannot in
anyway be held responsible for quality, price, performance or delivery.

LIEN

– All materials or property belonging to the CLIENT, as well as work performed,
may be retained as security until all just claims against the CLIENT are satisfied.

RIGHTS OF OWNERSHIP –

Once a project has been delivered by us and is fully paid for by CLIENT, DESIGNER will assign the reproduction rights of the design for the use(s) described in the proposal. According to the Copy right Law of 1976, the rights to all design and art work, including but not limited to photography and or illustration created by independent photographers or illustrators retained by DESIGNER, or purchased from a stock agency on your behalf, remain with the individual designer, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with DESIGNER and/or his/her authorized representative, you may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If you wish to use the design we have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact us to arrange the transfer of rights and any additional fees
before proceeding. If printing or other implementation is done through your vendors, you
agree to return to us all our original mechanicals and artwork (slides, prints, drawings,
separations, etc.) within two weeks, and to provide us with printed samples of each project.
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. We agree to store mechanical boards and
computer disks for a period of 6 months beyond the delivery of a job. Thereupon, we
reserve the right to discard them.

TERM AND TERMINATION

– The term of this agreement will continue for work in
progress until terminated by either of us upon thirty (30) days written notice. If you should
direct us at any time to cancel, terminate or “put on hold” any previously authorized
purchase, we will promptly do so, provided you hold us harmless for any cost incurred as
a result.
Upon termination of this agreement, DESIGNER will transfer to CLIENT all your property
and materials in our control and for which you have 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 assertations made against CLIENT and
any of its products and services arising from the publication of materials that we prepare and you approve before publication.

PRODUCTION SCHEDULES

– Production schedules will be established and adhered to by both C L I E N T and the D E S I G N E R, 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.

ADDITIONAL PROVISIONS

– The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of California applicable to agreements entered into and performed in the State of California. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement. If we must retain attorneys to collect our invoices, we will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.