Terms and Conditions for Design Projects
We’ll always do our best to fulfill your needs and meet your expectations. But it’s important to have things written down so we’re all on the same page. We want what’s best for both parties, now and in the future.
In short, you are hiring us to design and develop a website for the estimated total price outlined in the quotation that’s attached, and these terms explain how the project will proceed.
- The quotation that is attached is part of these terms and is valid for thirty (30) days from its issue date.
- The figures in the quote are minimum estimates for the project – the final amount payable will be indicated on our invoices issued in the course of this project, taking into account factors including rush fees, expenses paid on your behalf, and any changes to the project scope (all of these are explained below). If there’s no change to the project scope, it is unlikely that the final amount payable will differ greatly from our estimate. If any changes will occur, we will discuss this with you before assessing the charges.
- We’ll do our best to meet the project deadlines outlined in the quote. That said, our ability to do this depends on you giving us everything we need to complete the project in the format that we need it, as and when we need it. You’ll review our work and provide feedback and approval in a timely manner too, but we recognize that creativity does not follow a schedule, so time is not of the essence in the contract. Failure to do so and a lag of response will lead to a delayed project because we need to meet other deadlines. We will schedule your project back into the queue as soon as we receive your response.
PAYMENT SCHEDULE AND INVOICES
- You agree to stick to the payment schedule outlined in the quote, and to pay our invoices in accordance with the terms stated on the invoice, or, if no terms are stated, no later than seven days (7) business days of receipt. Please pay for any bank charges, administrative fees and other costs payable in connection with remitting any payments to us.
AMENDMENTS TO OUR WORK
- We provide revisions within reason (typically 2-3 revisions) to our work at no extra charge, as long as the changes requested do not substantially alter the original project scope, nature or purpose; and as long as you have not already given us your final approval for the piece of work concerned, and we do not exceed the general timeframe we’ve discussed. Any other kinds of amendments are considered a change in the project scope, which is explained in paragraph 8 below.
- You can cancel this contract at any time, by informing us in writing at least one (1) week in advance. Your deposit of 50% is non-refundable. Likewise, we can cancel this contract any time, by informing you in writing at least one (1) week in advance. If we cancel the project for something beyond our control, we will refund the portion of the work not completed and give you the files for the work done to date. Cancellation does not affect any benefit or right that you or us become entitled to beforehand. So regardless of cancellation, you will pay us for any outstanding invoices and for work already done but not yet invoiced if this exceeds the deposit amount.
- For graphic design projects, we will deliver to you the digital files containing the final project deliverables within seven (7) business days after you approve them, and after you’ve paid all our outstanding invoices. The files will be delivered are usually PDF for most projects and in Adobe Illustrator, PNG, JPG, and EPS formats for logos.
- For website development projects, all files that are required for the website to function properly will be uploaded to your server within seven (7) business days after you approve them, and after you’ve paid all our outstanding invoices. The site will go live within the agreed-upon time after payment is completed.
WHAT YOU CAN DO WITH THE DESIGNS AFTER PAYMENT OF THE FINAL PROJECT INVOICE
- If we designed a trademark (in logo and/or tagline form) as part of your project, then, as far as the trademark is concerned:
- Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we assign to you all right, title and interest in the trademark.
- In exchange, you grant us a royalty-free and permanent license to use representations of the designs and taglines in our portfolio (in all types of media), as a sample of our past works, in trade publications, educational material, to promote ourselves, and for competitions.
- You’ll be entirely responsible for making sure our designs and taglines are free for you to use and register as a trademark, and that they don’t infringe anyone else’s rights – we cannot and do not accept any liability for these matters. We’ll sign any documents that are reasonably needed to confirm or evidence that you own the designs, provided you bear any legal and other fees that are incurred by either you or us in the process. We will also work with you to refine a design if any issues arise with the trademark process.
- For all other deliverables created by us: Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we grant you a royalty-free license to use the deliverables for the uses stated in the quotation, without any changes or additions (except that you can make the designs smaller or larger for printing or display purposes), or third-party stock materials are used.
- If you want to put the deliverables to additional uses or make changes to them, additional fees will apply, and we might have to obtain additional licenses from third party vendors – contact us and we’ll be happy to work out some terms with you. Otherwise, we will have to look to you to cover us for any damage, legal fees, and consequences if you put the deliverables to additional uses without our prior authorization.
- We remain the owners of all rights in the deliverables in the draft and final form, as well as of the works used to create them (except for materials that you provided, or that are owned by third parties), and are free to use them in future.
CHANGES TO THE PROJECT SCOPE
- We recognize that you may have new ideas that you may want to include later on, and we’ll be able to accommodate you. Inform us of the changes or additions, and if they are not already provided for in the existing quotation given, we will provide a separate quotation to cover them.
- We understand that there may be urgent changes to the project scope that need to be carried out right away. You can request and approve an oral quote for us to start work on urgently needed changes, and we will follow up with an invoice later on.
EXPENSES PAID ON YOUR BEHALF
- You will reimburse us for costs that we incur to complete your project, including charges for third-party vendors, materials needed to create your project, stock-photos, shipping, government fees, taxes, levies, entertainment, and license fees. We will include these charges in our invoices to you so you know exactly what was involved.
- We may purchase or license from third party vendors materials used in your project (including source code, work-up files, software programs, photographs, illustrations, etc.). Where we license such material, the intellectual property rights in the licensed material remain the property of the third-party vendors. You may need extended licenses for the purpose of your project. If you change the purposes of assets, please notify us so we can let you know if additional fees are needed.
- The quotation attached does not cover any work that has to be rushed ahead of the project schedule, or work outside the project scope that is to be executed on a rush basis. Rush work means work that you request us to complete within one (1) week of your request.
- Our rush service fees are charged at a premium basis of 50% (fifty percent) of the amount stated in the attached quotation (or, if not previously quoted, of our standard charge) for the type of work requested.
DELAYS TO THE PROJECT SCHEDULE
- We understand that sometimes it’s impossible to reply to emails and messages immediately, and so we don’t expect you (or us) to be able to do so. At the same time, we’ve found that keeping the momentum going produces the best results for both us and our clients. If we delay the schedule, we will notify you and make sure this will work with your current deadline. We will do our best to meet all schedules in place. If you delay your project, we may asses a mid-way payment of the total cost of work to date above your deposit amount. This will be applied to the total balance of the project.
AN EXPLANATION OF OUR WORK
- We create look-and-feel designs and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML, CSS, and WordPress Framework so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (color, texture, and typography.) We call that ‘design atmosphere.’
- You’ll have the opportunity to review our work and provide feedback. If at any stage, you’re not happy with the direction our work is taking, we can modify and adapt to your vision. We will be paid for all of the work completed. Including overages, that occur from numerous revisions.
- We’re not responsible for writing or inputting any text copy. If you’d like us to write copy for you, we are happy to do so as part of the project scope. We are not responsible for typos after final approval.
- You should supply graphic files in an editable, vector digital format. You should supply photographs in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.
- We deliver websites using the latest software available. We are using software that does require updates. We are not responsible for errors that occur on your site due to a lack of updates. We will discuss this with you before your project release.
- Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
- You’ll be responsible for making sure that your website hosting specifications can support the programming language used in this project for developing your website. If you are hosting with us we will ensure the hosting meets capabilities. Also, as much as we’d like to, we can’t guarantee that our work will function with all browsers across the market or with browsers and versions developed in the future. Technology changes quickly and as such your website may need to be updated and/or redesigned in the future.
SOFTWARE, FONTS AND RAW FILES
- Software and fonts used for the project remain our property and will not be released to you. Unless we help you purchase fonts or specific software with the agreement that you will retain ownership. Likewise, project raw files will not be supplied.
- If you require the raw files for the project, we can provide a separate estimate for that, which includes the release of copyright to you.
MATERIALS PROVIDED BY YOU
- Where you provide us materials in the course of the project, you guarantee that you own them or have been given permission to use them. Ownership of these materials will remain with you (or the persons who licensed them to you) at all times. You grant us a royalty-free license to use them for the project and to retain copies in our business records.
- We will not be responsible for any damage or consequences if the materials you provided infringe on someone else’s rights or are unlawful or illegal. You will indemnify us and pay for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to your materials being infringing, unlawful or illegal in any country.
- We’re sure you understand how important it is as a small business that we get paid promptly for our invoices. We rarely have any late payment issues with our clients, but we need to protect ourselves too.
- So in the unlikely event that any of our invoices is not paid on time, we may charge a late fee, as stated on the invoice, or, if no terms are stated, amounting to five percent (5%) of the amount owing for every seven (7) days (or part thereof) that it remains unpaid.
- We also may choose to cancel the project immediately, suspend work till payment is received (including stopping ongoing work, removing unpaid material, and taking down the website), and/or take legal action to recover our fees and any lawyer’s charges for doing so.
OUR RIGHTS BEFORE PAYMENT OF THE FINAL PROJECT INVOICE
- All original, created deliverables, including trademark logos and taglines, in the draft and final form, are wholly owned by us prior to full payment of the final project invoice by you. This means that if the project is canceled before completion, we retain ownership of everything, and no rights are granted to you to use them. Unless WE cancel the project for some reason. At which point, if the invoice is paid to the full amount of work completed to date. We will release files and work up to the date paid.
ERRORS AND OMISSIONS
- We will use our best efforts to prevent errors and omissions from occurring in webpage and print information. If such errors or omissions occur, please notify us, and we will correct them for free if possible, and that will be the limit of our responsibility and liability. If a print project is already approved for production, we will not take responsibility for typos or errors in files.
- “Confidential Information” means information that is marked as secret or confidential, or which, based on the circumstances in which it was disclosed, ought to be treated as confidential.
- In the course of this project, we may receive from you (and you from us) Confidential Information. If either you or us receive from the other Confidential Information, the receiving party agrees to keep the Confidential Information secret, ensure that its agents and employees keep it secret, and not disclose it to any other person, organization or entity (unless necessary).
- However, the receiving party may use or disclose Confidential Information received from the other to comply with a court order, law or regulation, direction of governmental or statutory authority. The receiving party may also use or disclose Confidential Information that entered the public domain due to no fault of that party, or that was disclosed to the receiving party by another source lawfully and without any obligation of confidentiality.
LIMITS ON LIABILITY
- While we aim to deliver top quality and client satisfaction, there are some things we are unable to accept responsibility for.
- We provide the deliverables to you on an as-is basis, and we make no promise or guarantee that they will be fit for, or achieve, any particular purpose.
- We cannot and do not promise or guarantee that services or products purchased or licensed from third party vendors will be free from interruption or failure or that they will remain available for use for any specific period.
- We will not be liable to you for lost profits or other special or consequential damages of any kind, due to delay of deliverables or other circumstances, nor will we be liable to you for direct damages unless caused by our gross negligence or fraud. The maximum damages payable to you, in any event, will not exceed the total amount of fees actually invoiced and paid to us in connection with the project in question.
- Specifically, we will not be responsible or liable to you for damages or loss caused by:
– your use of the designs and deliverables in ways that are not covered by the licenses we grant to you;
– anything that is done by us on your instructions, or using the material you provided to us;
– any breach of these terms and conditions by you;
– any legal, governmental, contractual or other approvals that were required but which you did not obtain, and you will keep us indemnified for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to any of these specific actions and omissions.
We can not take responsibility for the errors of printers or other vendors. This includes, but is not limited to print coordination. Print coordination is done as an act of goodwill and is not included in your project scope. We may help review proofs and/or ensure print material is specified but we can not guarantee the quality, nor can we guarantee the accuracy of the proofs. This is entirely your responsibility.
- We shall be liable for failure to perform our part of the contract on schedule if the failure is due to force majeure events (including fire, flood, earthquake, storm, hurricane, natural disaster, war, civil war, invasion, act of foreign enemies, hostilities, rebellion, terrorist activity, government sanction, change of law, strike, lockout, industrial action, embargo, sabotage, interruption or failure of electricity service, interruption or failure of transport networks or other public utilities, interruption or failure of Internet or other communication service). If something out of our control happens, we will contact you to reschedule your project at the earliest possible date.
NO TRANSFER OF THIS CONTRACT
- You cannot transfer, assign or novate this contract, the licenses given under or in connection with it, or any other parts of this contract to anyone else without our advance permission in writing, which we may choose to give subject to additional conditions.
OTHER LEGAL STUFF
- We are an independent contractor and not your employee, and thus, any laws by which ownership of copyright in works created by an employee is automatically transferred to the employer do not apply (whether section 213(6) or (7) of the Singapore Copyright Act (Cap. 63), the work-for-hire principle under US copyright law, or other laws anywhere in the world). Unless another agreement is made.
- Graphic Heart may amend these terms and conditions at any time without prior notice.
- If for some reason part of this contract becomes unenforceable or invalid, the remaining parts will be unaffected.
- A failure or delay by either party in exercising any right or benefit under this contract does not amount to a waiver of that right or benefit.
- This contract will bind the parties’ respective legal personal representatives, successors and permitted assigns.
- We do our best to keep up with regulations and legal requirements for the projects we work on. However, we do not guarantee that all legal language or requirements have been met. If you have certain legal requirements, we expect you to give us instruction to what’s needed and verify with your legal team that requirements are met.
- We have been hired for consulting purposes to do a graphic design, marketing, or web project and as such we will be paid an agreed consulting fee. We do not take part in transactions or profit sharing with your business.
- Except where expressly stated otherwise in this contract, a person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
By signing this contract or by expressing your confirmation in writing (on paper or in electronic form), you agree to all the terms and conditions of this contract, which is effective from the most recent date that appears on the signing page or email.