Terms & Conditions
GENERAL WORKING AGREEMENT
This defines the terms and conditions of our working relationship. All projects or services that the company may be contracted to produce or provide for the client will be subject to the following:
1. WORKING/BILLING PHASES
Based on our experience with website 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 the company or the 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 the company. Each client is served with an invoice stating the cost of each phase of the work to be completed. Business proposals are served on request from the client only. The proposals outline 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/signed) will constitute an agreement between us.
The client agrees to pay the company in accordance with the terms specified in each proposal or in the invoice. 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 approval.
Any overdue payments to the Developer are liable to a charge of 6% interest each month that the default continues from the due date of payment.
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.
The Developer does not undertake to give refunds (including any deposit paid) unless the developer fails to deliver the agreed products and/or services agreed upon in the contract.
3. 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 tax unless;
- You are a nonprofit organization; or
- The work is for resale and you have submitted a resale certificate to the company.
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.
4. REVISIONS AND ALTERATIONS
New work requested by the client and performed by the company 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.
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.
6. NATURE OF COPY
The 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 trademarks, service mark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare. The company reserves the right to leave a service mark on all completed projects.
7. ERRORS AND OMISSIONS
It is the client’s responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. The company is not liable for errors or omissions. Your signature or that of your authorized representative is required on all mechanicals or work prior to release for printing or other implementation.
The company 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.
9. INSPECTION OF WORK PROGRESS
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 of work progress can be organized during working hours. The company will need to know before-hand any inspection to be carried out on weekends and after working hours and is subject to reschedule/accept depending on the project manager and urgency of the inspection.
10. MEDIA/PROPERTY AND SUPPLIER’S PERFORMANCE
VINAJ Websites will take all reasonable precautions to safeguard the media/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, media, or others to perform in accordance with their commitments, the company 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.
All materials, media 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.
12. RIGHTS OF OWNERSHIP
Once a project has been delivered by us and is fully paid for by the client, the company will assign the reproduction rights of the design for the use(s) described in the proposal.
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 the company 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, brochures, slide presentations and similar media.
13. TERM AND TERMINATION
The term of this agreement will continue for work in progress until terminated by either of us upon fourteen (14) 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, the company will transfer to the client all your property and materials in our control and for which you have paid. The client will indemnify and hold the company harmless for any loss or expense (including lawyer’s fees), and agree to defend the company in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to declarations made against the company and any of its products and services arising from the publication of materials that we prepare and you approve before publication.
14. PUBLISHING SCHEDULES
Publishing schedules will be established and adhered to by both the client and the company, 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 company. Where production schedules are not adhered to by the Client, final delivery date or dates will be adjusted accordingly.
15. ADDITIONAL PROVISIONS
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 lawyer’s fees, court costs, and interest at the maximum rate permitted by law.