Design Terms

1.1. Description of the Project.

A description of your project is listed in the quote section.

 

2. Services

2.1 Basic Services

 

The Designer shall provide Basic Services for the Project consisting of consultation, research, design, checking quality of Implementation, and coordination of the Project and its Execution. In connection with performing Basic Services, the Designer shall prepare and present materials to the Client that demonstrate or describe the Designer’s intentions and shall prepare various materials, such as artwork, drawings, and specifications, to enable the design to be uploaded to the web, printed, fabricated, installed, or otherwise implemented.

 

2.2 Supplementary Services

 

In addition to the Basic Services described above, the Designer’s fee may also include the provision of certain specialized Supplementary Services, but only to the extent described below. Such Supplementary Services might include: Creative services including copy development, writing, editing, photography, and illustration. Preparation of special artwork including drawing of logotypes, nonstandard typefaces, maps, diagrams, and charts, and preparation of existing materials for reproduction such as partial or complete redrawing, line conversion, retouching, captioning within an illustration, diagram, or map, and making camera-ready color separation overlays. Production services including typesetting and proofreading. Preparation of special presentation materials including detailed renderings, models, mockups, and slide presentations. If any of these other services are required, but are not to be provided by the Designer as Supplementary Services, they will be coordinated by the Designer, provided by others, and billed to the Client as reimbursable expenses.

 

3. Compensation

3.1 Fees

 

The Client shall pay the Designer for the services described in this Contract:

 

Payment Schedule:

-50% Prior to Project Commencement

-50% Upon Project Completion

 

3.1a Written Notification

The Designer shall notify the Client in writing of any changes, additions or revisions that would result in additional rates, costs or expenses over the flat fee contract price. Written notification can include but is not limited to notification form within the Project Manager. All notifications for changes, additions or revision must be approved in writing by the Client prior to commencing work subject to the notification.

 

3.2 Hourly Rates and additions

Where specified in this contract, the Client shall pay the Designer at the Designer’s standard rates as in effect at this time. Rates are hourly. These rates do not apply to any "flat rate" based projects.

 

The Designer’s standard rates currently in effect are as follows:

(Rate billed in (1) minute increments with exception of Web Development specific additions)

$150 - Standard Graphic design and/or coding for print and web, HTML/CSS programming. Includes ongoing maintenance rate. Custom programming (asp, php, javascript, MySQL, SQL)

$150 - Design Samples/Mockups (includes any mockups over the allotted 3 per design project)

 

3.3 Initial Payment & Payment Schedule

 

Upon signing this Agreement, the Client shall make a minimum payment of 50% of project price. Projects under $1,000 in total cost are subject to full price paid in advance of any development/production.

 

3.4 Design

 

3.4a Revisions and Additions

 

A fixed fee or fee estimated not to exceed a specified amount is based upon the time estimated to complete the services specified in this Agreement during normal working hours. Any revisions or additions to the services described in this Agreement shall be billed as additional services not included in any fixed fee or estimated fee specified above. 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 Designer shall keep the Client informed of additional services that are required and shall request the Client’s written (email, support ticket request) approval for any additional services which cause the total fees, exclusive of any surcharge for rush work, to exceed the fixed or estimated fees set forth in section 3.1.

 

3.4b Design Samples/Mockups

 

Argon Studios will provide (2) initial design samples following the creative session with Client. A creative session may consist of a designated Design Worksheet and/or time on the phone with Client, or both. If Client rejects the initial (2) design samples, Argon Studios will provide a 3rd design sample at no charge.

 

Design samples beyond the 3rd design sample will be billed at a rate of $150 per design.

 

3.4c Browser Compatibility

 

Argon Studios builds for the following browsers:

 

Internet Explorer version 8 and above excluding any beta versions

Firefox 3.6 and above excluding any beta versions

Safari 5.x and above excluding any beta versions

 

Argon Studios cannot guarantee that productions will work on any proprietary browser platforms outside of the list above. Due to the nature of browser compatibility issues, Argon Studios develops for the above browsers only based on popularity.

 

3.5 Rush Work

 

The Client shall pay a surcharge for any services requiring work to be performed outside of normal working hours by reason of unusual deadlines or as a consequence of the Client not meeting scheduled times for delivery of information, materials, or approvals.

 

The surcharge for rush work shall be at the standard rates plus $50.00 per hour.

 

Normal working hours are as follows:

Monday through Friday 9am to 5:00pm.

 

3.6 Reimbursable Expenses

 

If applicable, the Client shall reimburse the Designer for all out-of-pocket expenses incurred by the Designer with respect to the Project including, but not limited to, expenditures for: Implementation, typesetting, photostats, photoprints, photography, film and processing, acetate color overlays, transfer proofs, presentation and artwork materials, electrostatic (xerographic) copies, Fax and long-distance telephone charges, postage, and local deliveries, including messengers, out-of-town travel, and shipping. Reimbursable out-of-pocket expenses will require the Client’s prior written (e-mail, support ticket request) approval.

 

3.7 Cancelation Policy

 

In the event of cancelation, the Client shall be responsible for the balance of the project. If Client is out of contract period, a 30 day notice of cancelation is required in writing or via the Clients customer portal using the "Request Cancelation" option. Client agrees to these terms and concurs by signing the last page in the contract.

 

3.8 Maintenance Payment Policy

 

If Client is to use the Designer for on-going maintenance, payment is due upon completion of desired work by Client. If payment is not paid upon completion of stated maintenance work, the Designer has the right to suspend Clients website should Client be hosted on the Designers servers or the Designer may take other legal actions necessary to recover maintenance fees.

 

4. Client Obligations

4.1 Client’s Representative

 

The Client shall appoint a sole Representative with full authority to provide or obtain any necessary information and approvals that may be required by the Designer. The Client's Representative shall be responsible for coordination of briefing, review, and the decision making process with respect to persons and parties other than the Designer and its subcontractors.

 

If, after the Client’s Representative has approved a design, the Client or any other authorized person requires changes that require additional services from the Designer, the Client shall pay all fees and expenses arising from such changes as additional services.

 

4.2 Materials to be provided by the Client

 

The Client shall provide accurate and complete information and materials to the Designer and shall be responsible for the accuracy and completeness of all information and materials so provided. The Client guarantees that all materials supplied to the Designer are owned by the Client or that the Client has all necessary rights in such materials to permit the Designer to use them for the Project.

 

The Client shall indemnify, defend, and hold the Designer harmless from and against any claim, suit, damages and expense, including attorney’s fees, arising from or out of any claim by any party that its rights have been or are being violated or infringed upon with respect to any materials provided by the Client.

 

All copy provided by the Client shall be in a form suitable for typesetting or the web. Where photographs, illustrations, or other visual materials are provided by the Client, they shall be of professional quality (300 dpi resolution for print, 72 dpi resolution for web applications) and in a form suitable for reproduction without further preparation or alteration (unless otherwise stated in section 1.1). The Client shall pay all fees and expenses arising from its provision of materials that do not meet such standards. The Designer shall return all materials provided by the Client within 30 days after completion of the project and payment of amounts due.

 

The Client shall provide the following materials and services for the Project:

 

Company logos

If applicable, specific imagery (photos, etc.) already in use as marketing materials (or specifically requested by Client)

 

Additional artwork for project

 

Content/Verbiage for each page to be built in project

 

4.3 Liability of Designer

 

The Designer shall take reasonable precautions to safeguard original or other materials provided by the Client. The Designer shall, however, not be liable for any damage to, or loss of any material provided by the Client, including artwork, photographs, or manuscripts, other than or on account of willful neglect or gross negligence of the Designer.

 

Designer guarantees that all materials used by the Designer for the Project, other than supplied by Client, are owned by Designer or that Designer has all necessary rights in such materials to permit the Designer to use them for the Project and, if applicable, for them to be used for purposes of the Project.

 

Designer shall indemnify, defend, and hold the Client harmless from and against any claim, suit, damages and expense, including attorney’s fees, arising from or out of any claim by any party that its rights have been or are being violated or infringed upon with respect to any materials provided by Designer.

 

4.4 Approval of Typesetting/Copy and Final Artwork

 

The Client shall proofread and approve all final type before the production of artwork or website(s). The signature of the Client’s Representative shall be conclusive as to the approval of all artwork drawings and other items prior to their release for printing, fabrication, the web, or installation.

 

4.5 Instructions to Third Parties

The Client specifically grants to the Designer the right to act on the Client’s behalf to give instructions on behalf of the Client to any person or entity involved in the Project, such as programmers, software companies, web hosting companies, photographers, illustrators, writers, printers, and fabricators. Any such instructions or approvals by the Client may only be made through the Designer, unless otherwise specified. The Client shall be bound by all such instructions given by the Designer within the scope of this Agreement. Designer shall not incur on behalf of the Client any third party expenses in excess of $100 without the Client’s prior written (e-mail) approval.

 

5. Rights and Ownership

5.1 Rights

 

All services provided by the Designer under this Agreement shall be for the exclusive use of the Client other than for the promotional use of the Designer. Upon payment of all fees and expenses, the following reproduction rights for all approved final designs and programming created by the Designer for this project shall be granted:

 

Client shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Designers for use in the Project. Client shall hold the copyright for Project, and the Client’s copyright notice may be displayed in the final version. Client does not have right to reuse, resell or otherwise transfer material owned by 3rd parties.

 

5.2 Ownership

 

All drawings, artwork, and specifications will become the property of the Client upon completion of the Project with the exception of source files for the project unless payment is made for such items. The Designer shall be entitled to possession of such materials only for the purpose of continued work requested by the Client.

 

All unused preliminary concepts and visual presentations produced by the Designer remain the property of the Designer and may not be used by the Client without the written permission of the Designer; except to the extent that any such information contains or displays Client’s trade name(s) or other proprietary information, including concepts and presentations provided by Client to Designer.

 

IMPORTANT TERMS AND CONDITIONS:

LEGAL RIGHTS TO OUR WORK ARE RETAINED BY US. In engaging us to create, design and / or produce your project, you have agreed with the terms and conditions herein and agree to pay a 1.5% finance charge per month  on any unpaid balance after (30) thirty days as well as ANY fees incurred should we have to secure an attorney or collection firm to gain fees due to us on your account. Usage rights of any/all/or part of our creative work, images (whether created as original or manipulated), illustrations, concepts, text/copy, photos, etc. are contingent upon payment in full and is subject to terms and conditions unless otherwise specified in writing. Payment in Full is required before ANY copyright transfer or ownership/assignment/usage rights will be allowed or granted!

 

GRANTING OF USAGE RIGHTS OF DESIGNER'S ART, IMAGES, PHOTOS, CONCEPTS, VERBIAGE, ETC. IS CONTINGENT UPON PAYMENT AND IS SUBJECT TO THE TERMS AND CONDITIONS HEREIN. FULL PAYMENT IS REQUIRED BEFORE RIGHT OF USAGE, COPYRIGHT TRANSFER, ASSIGNMENT OF OWNERSHIP TO ANOTHER PARTY OR ENTITY WILL BE AUTHORIZED. BY PAYING THIS INVOICE, YOU FULLY COMPLY AND UNDERSTAND THAT YOU ARE BUYING THE LICENSING RIGHTS TO USE OUR CREATIVE AND THAT OWNERSHIP IS RETAINED BY ARGON STUDIOS. UNAUTHORIZED USE OF ART - IN ENTIRETY OR IN PART, AS PRIMARY, SECONDARY, OR OTHER SEQUENTIAL USE, OR ANY FUTURE UNAUTHORIZED USE; AS WELL AS USE, MANIPULATION, ALTERATION, OR COPYING IN WHOLE OR IN PART BY THIRD PARTY VENDORS WITHOUT WRITTEN CONSENT FROM ARGON STUDIOS IS A DIRECT VIOLATION OF THE TERMS AND CONDITIONS OUTLINED HEREIN AND IS STRICTLY PROHIBITED. ANY VIOLATION OF THE AFOREMENTIONED TERMS AND CONDITIONS  WILL BE SUBJECT TO LEGAL ACTION. ALL OF OUR CREATIVE (BOTH CONCEPTUAL AND TANGIBLE)  IS FULLY PROTECTED BY INTERNATIONAL COPYRIGHT LAW.

 

NOTE:  Digital files are made available selectively and are included only on identity systems or other such projects where deemed necessary by the sole discretion of Argon Studios. Native, original files and ALL electronic/digital files remain the sole property of ARGON STUDIOS as these contain our proprietary design “recipes.”

 

6. Miscellaneous

 

6.1 Code of Ethics

 

Designer shall acquaint himself or herself with a Client's business and design standards and shall act in the Client's best interest within the limits of professional responsibility.

 

Designer shall treat all work in progress prior to the completion of a project and all knowledge of a Client's intentions, production methods, and business organization as confidential and shall not divulge such information in any manner whatsoever without the consent of the Client. It is the Designer's responsibility to ensure that all staff members act accordingly.

 

6.2 Credit

 

The Designer shall have the right, with Client approval, to include a credit line on the completed designs or any visual representations such as drawings, models, or photographs and this same credit shall be included in any publication of the design by the Client. The Client shall not, without written approval, use the Designer’s name for promotional or any other purposes with respect to these designs. The Designer’s credit line shall include Designer's name and link back to Designer's company IRL

 

6.3 Confidentiality

 

The Client shall inform the Designer in writing if any portion of any material or information provided by the Client or if any portion of the Project is confidential. The Designer will not share any information in the event a Non-Disclosure Agreement (NDA) has been signed by both parties, unless specified by the Client.

 

6.4 Sales Tax

 

The Client shall pay any sales, use, or other transfer taxes that may be applicable to the services provided under this Agreement (ex. Printing costs).

 

6.5 Applicable Law

 

This Agreement shall be governed by the Law of the State of Florida.

 

6.6 Assignment

 

Neither the Client nor the Designer may assign without the written consent of the other.

 

6.7 Termination

 

Either party may terminate this Agreement by providing the other party with at least twenty (20) days prior written notice. Upon termination by Client, except “For Cause,” Client shall owe to Designer the lesser of (a) the balance of the contract price due hereunder, or (b) Designer’s hourly charges for all time expended by Designer on the Project as of that time, at Designer’s standard rates applicable to other Clients similarly situated, plus all expenses to which Designer would be entitled hereunder as of that time; after credit for any payments made by Client to Designer as of that time. Upon termination by Designer, except “For Cause,” Designer shall remit to Client all sums paid by Client to Designer as of that time which exceed Designer’s hourly charges for all time expended by Designer on the Project as of that time, at Designer’s standard rates applicable to other Clients similar situated, plus all expenses to which Designer would be entitled hereunder as of that time. “Cause” means a material breach of this Agreement by the subject party, which breach is not cured within ten (10) days after receiving written notice of default by the other party. All indemnities set forth in this Agreement shall survive any such termination.

 

6.8 Arbitration

 

Either party may request that any dispute arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The arbitrator’s award shall be final and judgment may be entered upon it in any court having jurisdiction thereof.

 

6.9 Entire Agreement

 

This Agreement, including any Confidentiality Agreements, represents the entire agreement between the Client and the Designer and may be changed or modified only in writing.

 

6.10 Representations

 

The Client represents that it has full power and authority to enter into this Agreement and that it is binding upon the Client and enforceable in accordance with its terms. The Designer represents that it has full power and authority to enter into this Agreement and that it is binding upon the Designer and enforceable in accordance with its terms.

 

6.11 Indemnification for Design and Client

 

Client agrees to indemnify and hold Designer harmless from any and all claims brought by any third party relating to any aspect of the Web Sites, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Client’s products and/or services, material supplied by Client, copyright infringement, and defective products sold via the Web Sites. Further, Client agrees to indemnify the Designer from responsibility for problems/disruptions caused by 3rd party services that the Client may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of the websites.

 

Designer agrees to indemnify and hold Client harmless from any and all claims brought by any third party relating to Designer’s products and/or services constituting copyright infringement or similar claims, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees, but excluding any acts of the Client or materials provided by Client.

 

7. Time Schedule

 

The Designer and Client agree that the work shall be completed according to the following schedule:

 

A total development time of approximately no more than 2 months for this Project, unless otherwise specified.

 

The Designer reserves the right to adjust the schedule in the event that the Client fails to meet agreed deadlines for submission of materials or granting approvals and to allow for changes in the scope or complexity of services from those contemplated by this Agreement.

 

Should Client become unresponsive to Designer for a period of more than 45 days, the Designer reserves the right to end project, bill for remainder of monies on the contract and deliver the website to Client in its current state.

 

8. Continuations

8.1 Maintenance

 

The Designer is available for on-going maintenance after project completion on an hourly, monthly, quarterly, or yearly basis with terms and pricing to be negotiated, if necessary, at the close of the Project.

 

If any issues arise with respect to the initial set-up of the website that persist or become a problem, the Designer will correct these issues without cost to Client for a period of (1) month from the completion of the project. This warranty is void if the issue/problem was a result of modifications by Client to the final product. Client will need to provide, in writing, the exact problem and accompany any error messages/statements and/or any other materials so that the Designer can replicate the stated issue in order to correct stated problem.

 

9. Warranty

 

The Designer will give a 45 day grace period for fixing bugs (not working according to specifications) and 30 days for fixing non-bugs (items not featured in specifications) where after project completion, the Designer will assist with no charge. Beyond the 45/30 day timeframe, normal hourly billable items will incur (see rate chart above).

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