GENERAL WORKING AGREEMENT – This document defines the terms and conditions of our working relationship. All projects or services that DESIGNER (Chocolate Chip Multimedia and staff) 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 flexible working/billing phases or by charging on a per-hour basis.
Concept revisions, extensive alterations, functionality additions or a switch in marketing objectives often make it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating, and billing in several phases or simply per hour worked permits DESIGNER or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or cancelled. Any cancelled project is billed only through portions of phases and/or work hours that were 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 or methodology. Each proposal estimate will contain a project estimate, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses. However, the estimate is not binding and may change at any time due the reasons above.
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.
Estimate: Valid for only 30 days from date on estimate. Billing will reflect the actual costs incurred and work performed. 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, maps, separations, shipping and handling or courier service. Expenses are itemized on each invoice. CLIENT will receive an estimate from DESIGNER of what these costs will be before they are charged to CLIENT.
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 project changes to an extent that substantially alters the specifications described in the original estimate, we will submit a revision memo to you, and approval to continue must be given before further work proceeds.
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 and test sites carefully for accuracy in all respects, ranging from spelling to technical information. DESIGNER is not liable for errors or omissions.
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. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, website hosts, 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 usage and reproduction rights of the design for the use(s) described in the proposal.
According to Copyright Law, the rights to all design, programming 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, programmer, 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 firm’s promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, website, newsletter, brochures, slide presentations and similar media. We agree to store mechanical boards and computer files 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 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. While we do our best to plan for smooth production schedules, sometimes we find a schedule can not be met due to unexpected hurdles or bugs within the project. Where production schedules are not adhered to by the Designer, we will alert the Client as soon as possible. Delivery dates may also be delayed without affecting other aspects of the project including price.
ADDITIONAL PROVISIONS – The validity and enforceability of this agreement will be interpreted in accordance with the laws of Australia and the State of Victoria. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement. If payment schedules are not met we reserve the right to charge overdue account fees and interest at the maximum rate permitted by law. If we must retain attorneys to collect our invoices, we will be entitled to reasonable
