Last Updated: July 09, 2025
1. CHARGES FOR OTHER SERVICES, AND TIME FOR DELIVERABLES
1. a: Timing. The Service Provider will prioritize the performance ofthe Services as may be necessary or as identified in the Proposal and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either (i) approve the Deliverables in writing or, (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to the Service Provider. Until the Service
Provider receives approval of updates by the client, all tasks will be considered outstanding, and pending approval.
Where necessary, the Service Provider shall be entitled to request written clarification of any concern, objection, or correction at any time.
All graphic design tasks will be done based on availability. The Client acknowledges and agrees that any delays in his/her performance, or failure to provide feedback or to communicate in any form, after submission by the Service
Provider’s for review/amendment(s), the Service Provider will not accept any form of liability for any loss of sale or execution of project expected by the Client. Any such delay caused by Client shall not constitute a breach of anyt term, condition, or Service Provider’s obligations under this Agreement.
1. b: Graphics. In an effort to support the development of digital branding, the Service Provider offers basic graphic
support to each client limited to the following only:
a) Business Card (Back/Front design)
b) Logo (3D Not Applicable)
c) Flyer
d) Poster
e) Banner
f) Letterhead
g) Bookmarker
h) Brochure (Trifold only)
Any other design concept not included will be executed on an hourly fee as proposed by the Service Provider. The Service Provider will only be obligated to a Client with an active Services Agreement. The client must review and rovide suggestions for changes and approve all tasks no later than twenty-four (24) hours after submission by the
Service Provider.
The Client acknowledges and agrees that any delays in his/her performance, or failure to provide feedback or too Cmmunicate in any form, after submission by the Service Provider’s for review/amendment(s), the Service Provider will not accept any form of liability for any loss of sale or execution of project expected by the Client. Any such delay caused by Client shall not constitute a breach of any term, condition, or Service Provider’s obligations under this Agreement.
1. c: Testing and Acceptance. The Service Provider will exercise commercially reasonable effortsto test Deliverablesa and to make all necessary corrections before submitting to the Client. The Client, within twenty-four hours (24) of receipt of each Deliverable, shall notify the Service Provider in writing, or any other method of communication, outlining any error in specifications outlined, or of any other objections, corrections, changes or amendments. In the case of outlining errors in any deliverable, there must be a detailed outline or highlight of any objection, correction, change or amendment, in order for the Service Provider to undertake any additional tasks in a commercially timely manner. All objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from the Client, the Deliverable shall be deemed approved.
1. d: Amendments to Services Agreement. The Client may, within Seven (7) days of receiving this draft agreement, suggest possible changes which must be discussed and agreed upon within the best interest of both parties and must be in line with the services associated. After such a period, all terms are final until the Client downgrade, or upgrade, or so choose to terminate this Services Agreement.
2. CLIENT RESPONSIBILITIES
Client acknowledges that he/she/they shall be responsible for performing the following in a reasonable and timely manner:
a) coordination of any decision-making with parties other than the service provider;
b) provision of Content in a form suitable for reproduction or incorporation into the deliverables without
further preparation by the Service Provider which may be at additional charges, unless otherwise expressly provided in the Proposal; and final agreement;
c) carefully prepare and proofread documents before submission;
d) and if the Client has approved Deliverables but errors, such as, by way of example, not limited to typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
3. ACCREDITATION/PROMOTIONS
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in the Service Provider’s name in the form, size, and location as incorporated by the Service Provider in the Deliverables, or as otherwise directed by the Service Provider. The Service Provider retains the right to reproduce, publish and display the Deliverables in Service Provider’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
4. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain sensitive/confidential or proprietary technical and personal/business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, and shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations underthe Proposal except as may be required by a court or governmental authority.
Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public’sd domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.
5. RELATIONSHIP OF THE PARTIES
5.a Independent Contractor. The Service Provider is an independent contractor, not an employee of Client or any company affiliated with Client. The service provider shall provide the Services under the general direction of Client, but shall determine, in its sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. The Service Provider and the work, product or deliverables prepared by the Service Provider shall not be deemed a work-for-hire as that term is defined under Copyright Law. All rights, if any, granted to the Client are contractual and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
5.b Designer Agents. The Service Provider shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, the service provider shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement, and must cover all associated expenses.
5.c No Solicitation. During the term of this Agreement for website design and management, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind, any Designer, employee or Design Agent of the Service Provider, whether or not said person has been assigned to perform tasks under this Agreement. In the event, such employment, consultation or work-for-hire event occurs, Client agrees that the Service Provider shall be entitled to an agency commitment to be the greater of, either (a) 27 percent of said person’s starting salary with Client, or (b) 27 percent of fees paid to the said person if it/he/she is engaged by Client as an independent contractor or employee. In the event of (a) above, payment of the commission will be due within Thirty (30) days of the employment/engagementstarting date. In the event of (b) above, payment will be due at the end of any Thirty (30) day period during which the independent contractor performed services for Client. The Service Provider, in the event of nonpayment and connection with this section, shall be entitled to seek allremedies under law and equity.
5.d No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services based on the terms outlined in (Section
5.c) ofthe same orsimilar nature to those provided by the Service Provider, and the Service Providershall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by the Service Provider.
6. WARRANTIES AND REPRESENTATIONS
6.a By Client. Client represents, warrants and covenants to service provider that:
a) The Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content to the best of Client’s knowledge. The Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties.
b) The Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third-Party Materials.
c) The Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
6.b By the service provider
1. The Service Provider hereby represents, warrants and covenants to Client that the service provider will provide the Services identified in the Agreement in a professional manner and accordance with all reasonable professional standards for such services.
2. The service provider further represents, warrants and covenants to Client that
a. except for Third Party Materials and Client Content, the Final Deliverables shall be the
original work of the service provider and/or its independent contractors,
b. if Final Deliverables include the work of independent contractors commissioned for the
Project by the service provider, the service provider shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for the service provider to grant the intellectual property rights provided in this Agreement and,
c. to the best ofthe Service Provider’s knowledge,the Final Art provided by the Service Provider and its subcontractors does not infringe the rights of any party, and use of the same in connection with the Project will not violate the rights of any third parties.
In the event, the Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of the Service Providershall be void, Except for the expressed representations and warranties stated in this agreement, the Service Provider makes no warranties whatsoever. The Service Provider explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.