General Working Agreement
TERMS & CONDITIONS
Agreement between Designer, Seven13 LLC, and Client, (business or individual) identified in this agreement for Client’s project. Client is subject to the following Terms and Conditions:
GENERAL WORKING AGREEMENT – This document defines the terms and conditions for Client’s project. Please read this complete list of Seven13 terms and conditions. All projects and/or services provided or produced by Seven13 as contracted for Client will be subject to the following:
WORKING/BILLING PHASES – Your project process is completed in phases.
- After Client’s consultation, Seven13 will begin to determine what the project entails. Seven13 will begin work upon receiving Client’s approval of the quote and necessary deposit. Approval (written or oral) will constitute an agreement between Client and Seven13.
- Concept revisions, extensive alterations, or a switch in marketing objectives will effect the cost on the original quote for a project. These changes will also effect the original timeline for completion.
- Any canceled project is billed through phases and/or portions of phases that were actually completed by Seven13, along with any additional charges such as, but not limited to: unfinished logo/design, specialty material, administration fees, printed proofs, etc.
- Down payments and/or deposits are not refundable.
ESTIMATES/PAYMENTS – Client agrees to pay Seven13 in accordance with the terms/dates specified in each quote/estimate. Client will be required to pay 50% of the project cost before work can begin. Some projects require payment for services before the next phase such as, but not limited to: videography, photography, specialty material, mailing fees, etc. Delayed payment will effect time of completion. Initial delayed payment or payments throughout duration of the project may also effect your position on Seven13’s production schedule.
- Pricing on estimate is valid until date stated on quote. Any requested changes and/or additions by Client or authorized representative will be added to a revised quote/invoice. In good faith, Seven13 prepares fair quotes. However, if changes occur beyond Designer’s control Seven13 will notify Client of those changes and offer solutions. These unforeseen changes can effect cost and/or timeline. Client will be notified of significant price changes to original quote.
- Checks returned for non-sufficient funds (NF) will result in a bank charge and could result in a past due/service charges. See below for rates.
- Unless otherwise specified, all subsequent balances are due upon Client approval of final design revision. Interest on past due balances is 9.5% per annum or 1.5% per month. Seven13 reserves the right to refuse delivery of work or halt project until past due balances are paid. For Website development, this could mean Client loses domain name, SSL certificate and other licenses and/or permits. Client assumes responsibility for any such losses.
ADDITIONAL EXPENSES – Extra services such as, but not limited to: consultation, videography, photography, copies of printed proofs, illustration, submission fees, reformatting and transferring digital files, digital mock-ups, rush fees, shipping and handling, delivery/courier service and installation expenses are itemized on Client’s invoice. If additional or consultant services are required for out-of-town locations, Seven13 will bill Client for lodgings, meals, transportation, delivery and any other related charges.
REVISIONS AND ALTERATIONS – Concept revisions, extensive alterations, or a switch in marketing objectives requested by Client and/or Client’s representative and performed by Seven13 after a proposal/estimate has been approved are considered revisions and alterations. Seven13 revisions and other copy changes that are requested after layouts are completed, will be billed at standard hourly rates.
PRIORITY – Any “ Priority Scheduling” requests by Client or their representative may effect Seven13’s production calendar. Knowledge of your deadline(s) is/are essential to provide an accurate estimate. It is possible that your project may be considered a “RUSH” and will billed accordingly.
PRODUCTION SCHEDULES – Production schedule guidelines will be established and adhered to by both Client and Seven13, provided that neither shall incur any liability, penalty or additional cost due to delays caused by Force majeure i.e. : a state of war, riot, civil disorder, fire, severe weather, 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 control of the Client or Seven13. In such situations a new outcome will be determined which could include project termination. When production schedules are not adhered to by the Client, final delivery date(s) will be adjusted accordingly. Any price adjustments will be made as well.
NATURE OF COPY – Client agrees to exercise due diligence in its direction to us regarding preparation of design/materials and must be able to substantiate all claims and representations. Client is responsible for all trademark, service mark, copyright and patent infringement clearances. Client is also responsible for arranging, prior to publication, any necessary legal clearance of materials Seven13 prepares.
ERRORS AND OMISSIONS – It is the full responsibility of Client to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Seven13, is not liable for errors or omissions not reported before printing or other final output. Signature or email confirmation by authorized representative of Client is required on all artwork prior to release for printing or other output.
COMMUNICATIONS – Seven13 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.
- Seven13 is not responsible for projects lost, damaged or misdirected by any shipping, mailing or courier service.
- Client is responsible for any permits needed to hang signs.
- Client is responsible for research and providing any state and/or federal information and/or regulations pertaining to project.
ADVERTISING PLACEMENT – At Client’s request, Seven13 will purchase media space on
Client’s behalf. Space will be billed to Client at current rates plus the standard agency commission along with the submission fee.
CLIENT’S PROPERTY – Seven13 will take all reasonable precautions to safeguard the Client’s entrusted property. In the absence of negligence on part of Seven13, Designer is not responsible for loss, destruction, damage or unauthorized use of such property by others.
- If Client selects and handles their own vendors, Seven13 will cooperate accordingly. Seven13 cannot, in any way, be held responsible for quality, price, performance or delivery.
- Seven13 is not responsible for abandoned property left by client after 3 months from completion date or halted date due to unfulfilled deposits, no response to Seven13 and/or any other reason.
- Client’s requesting digital file(s) of archived projects will be billed a retrieval fee, this service is also subject to project scheduling and rush fees.
LIEN – All Client’s materials or property, as well as work performed, may be retained by Seven13 as security until all invoices are paid by Client.
RIGHTS OF OWNERSHIP – Once a project has been completed by Seven13 and account is fully paid by Client, Seven13 will assign the reproduction rights of the design for the use(s)
described in the proposal and/or invoice.
- Final approved artwork can be provided in non-native, flattened file format (ex. PDF, JPG, TIFF, etc) upon request by the Client. Charges may apply for retrieval.
- Native files, sources files and preliminary process designs are not included in project charges except when specified in the contract, proposal, estimate and invoice. Native files may be obtained for an additional charge if arrangements were not made prior project approval.
- According to the Copyright Law of 1976, the rights to all design and artwork, 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 the Client’s 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 Client wishes to use the design created and/or the images within it for another purpose or project, including a reprint or exhibition, Client must contact Seven13 to arrange the transfer of rights and any additional fees before proceeding.
- We reserve the right to photograph and/or distribute or publish for our studios promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, studios news letter, brochures, slide presentations and similar media.
FUTURE USE OF DESIGN – Seven13 retains the ownership right to all preliminary alternate designs. Seven13 and designer retain rights to use all created content in portfolio(s).
TERM AND TERMINATION – The term of this agreement will continue until project is completed, unless terminated by either Client or Seven13 via written notice. If Client decides to cancel, terminate or put project “on hold” a notice must be given to and acknowledged by Seven13.
- Upon termination of this agreement, Seven13 will transfer all property and materials which have been paid by Client to the Client. Additional charges for native files apply (See Rights of Ownership above). Client is fully responsible for all work and any material purchased for their project to that point. Client will indemnify and hold Seven13 harmless for any loss or expense (including attorney ’s fees), and agree to defend Seven13 in any actual suit, claim or any action arising in any way from this working relationship. This includes, but is not limited to: assertions made against Client, any products and services started after initial Client approval.
MALICIOUS ACTIVITY – Seven13 has practices in place to lessen the likeliness of malicious activities — such as hacking, malware, or other malicious software — by utilizing security plugins, performing regular updates and scheduling redundant backups. In the event that vandalism, data-theft, or any other form of unauthorized change is discovered on a Client’s website, Seven13 is not held responsible for issues to affected systems. Client will be held financially responsible for any time or costs required to fully restore functionality to the affected systems and websites.
Any activity on the Seven13 servers that are deemed suspicious or malicious, will be met with account termination and legal action. Client hereby agrees that they will not attempt to gain access to server directories or files to which they have not been explicitly granted access. For authentication and security purposes all credentials must be kept private and no user account should be used by more than one person. In the event the credentials generated for the Client are used by another party or for malicious reasons, the Client will be held financially responsible for any data loss or damages that occur.
The Client acknowledges that website alterations will only be performed by Seven13. In the event persons are found to be altering the website without permission of Seven13, any and all warranties are void and Seven13 reserve the right to terminate services immediately. Client further agrees that any connections attempts to the server must be performed on a secure network, unless visiting the website’s “front end” or guest interface. In the event Client’s credentials are exposed due to an unsecure network or device, Client will be held financially responsible for any data loss or damages that occur. This includes but is not limited to interruption of other services, file or data tampering, and loss or disclosure of proprietary information (and the potential value to the owner).
ADDITIONAL PROVISIONS – The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of Oregon applicable to agreements entered into and performed in the State of Oregon. This agreement along with additional contracts, are the understanding between Seven13 and Client and may not be modified in any respect except in an executed agreement. If Seven13 must retain services or attorneys to collect on invoices, Seven13 will be entitled to reasonable fees, including but not limited to: attorney’s fees, court costs, and interest at the maximum rate permitted by law.