Graphic Design & Branding Terms and Conditions

 

1. What do both parties agree to do?

Client: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You’ll give me everything I need to complete the project as in when and in the format I need it. You’ll review my work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.

Consultant: I have the experience and ability to do everything I’ve agreed with you and I’ll do it all in a professional and timely manner. I’ll endeavor to meet every deadline that’s set and on top of that I'll maintain the confidentiality of everything you give me.

2. Design

BRANDING

  • I’ll deliver a simple branding look (up to 3 fonts and a color palette) and design a new logo. After the look and design is approved, I’ll deliver a branding guidelines document. You’ll have up to five revisions included in your project; any more than that will be billed separately at my hourly rate. If, at any stage, you’re not happy with the direction my work is taking, you will pay me in full for everything I’ve produced up to that point and cancel the contract.

GRAPHIC DESIGN

  • You’ll have up to five revisions included in your project; any more than that will be billed separately at my hourly rate. After the look and design is approved, I will deliver your finished files in the formats that you need them (digital or print or a combination of the two). This will be outlined above. If, at any stage, you’re not happy with the direction my work is taking, you will pay me in full for everything I’ve produced up to that point and cancel the contract.

3. Design Project Duration

Any indication given by Designs by Danielle of a project’s duration is to be considered by the customer to be an estimation. I cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Designs by Danielle for the initial payment or by date confirmed in writing.

4. Photographs/Artwork

You should supply graphic files in a digital format and in as high of a resolution as possible, if applicable. If you’d like me to search for vector artwork for you, I can provide a separate estimate for that. I reserve the right to deny the use of any photos or artwork that are offensive or not in good taste.

5. Changes and Revisions

I know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. I don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the length of time I estimate I’ll need to accomplish everything you’ve told me you want to achieve, but I'm happy to be flexible. 

You agree that changes required over and above the estimated work, or in addition to the agreed scope, or where you make changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.

You also agree that I hold no responsibility for any amendments made by any third party, before or after a design is published.

You have the right to modify, reject, cancel, or stop any and all plans or work in process. However, you agree to reimburse me for all costs and expenses I incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold me harmless for any liability relating to such action. I agree to use my best efforts to minimize such costs and expenses.

6. Licensing

Any design, copywriting, drawing, idea, or code created for you by Designs by Danielle, or any of my contractors, is licensed for use by you on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Danielle Kays and any of my relevant sub-contractors.

All design work, where there is a risk that another party makes a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. Designs by Danielle will not be held responsible for any and all damages resulting from such claims.

I am not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. You agree not to hold me responsible for any such loss or damage. Any claim against Designs by Danielle shall be limited to the relevant fee(s) paid by the customer.

7. Source Files

I will supply proofs and PDF files as appropriate for printing and/or digital sharing, or other graphic files as detailed in the job scope or request.

Charges for design work do not cover the release of my copyright design source files, including but not restricted to indd, psd, AI, fla or other source files or raw code; if you require these files for transfer to an in-house or other designer, they will be subject to a separate quotation or ‘buy-out’ charge.

8. Legal stuff

I can’t guarantee that my work will be error-free and so I can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised me of them. 

Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

9. Copyrights

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. Then, when your final payment has cleared, copyright will be automatically assigned as follows:

  • You’ll own the visual elements that I create for this project. I’ll give you the  finished files and you should keep them somewhere safe as I'm not required to keep a copy.You own all elements of text, images and data you provided, unless someone else owns them.

  • I’ll own the unique combination of these elements that constitutes a complete design and I’ll license its use to you, exclusively and in perpetuity for this project only, unless I agree otherwise.

  • You may request in writing from Designs by Danielle, the necessary permission to use materials (for which I hold the copyright) in forms other than for which it was originally supplied, and I may, at my discretion, grant this and may charge for the additional usage. Such permission must be obtained in writing before any of the aforesaid artwork, images, text, or other data is used.

  • Any software, code, plugin or other third party material used in a web or digital project remains my property and any ongoing licence fees or fees for upgrades are my responsibility. Unless, I purchased the third party material/software on your behalf; in that case, you will get full access to that software and I will not use it on any other project unless I purchase it on my own.

  • By supplying images, text, or any other data to Designs by Danielle, you grant me permission to use this material freely in the pursuit of the design.

  • Should Designs by Danielle, or you supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, but later appears to have copyright or royalty usage limitations, you will agree to allow me to remove and/or replace the file in the project.

  • You agree to fully indemnify and hold Designs by Danielle (Danielle Kays) free from harm in any and all claims resulting from you in not having obtained all the required copyright, and/or any other necessary permissions.

  • I love to show off my work and share what I’ve learned with other people, so I reserve the right, with your permission, to display and link to your project as part of my portfolio and to write about it on websites, social media, print media, etc.

10. Payments & Billing Schedule

I'm sure you understand how important it is as a small business that you pay the invoices that I send you promptly. A 50% deposit is required prior to beginning work on your project (with 30% of it non-refundable). The remaining balance can be paid in installments as desired, with the final payment due prior to the release of your files. All prices are USD. 

For projects with multiple phases the same payment terms will apply to each phase. This means that phase one (1) would require a deposit and balance as would phase two (2) and so on. Designs by Danielle will invoice you at the time of the signed contract agreement which will act as the deposit. The remaining balances will be billed at the conclusion of each phase.You will supply me with all necessary purchase order numbers and other internal information required for invoice processing before the close of the month of work (if applicable). 

Any additional costs (such as external supplier editing fees) will be invoiced monthly and are due within 15 days.

You agree to pay our initial (1st) invoice upon receipt which will act as a deposit for the project. Every invoice after that will have 15 day payment terms. In the event payment is not made within 15 days, Designs by Danielle will charge a late payment fee of 10% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs I pay  for carrying overdue invoices from you. In addition, I reserve the right to stop work until payment is received.

11. Design Project Completion

I consider the design project complete upon receipt of your signed Approval form or signoff email. Other services such as printing, display panel production, filmwork, website uploading, publishing etc, either contracted or on your behalf, constitute a separate project and can be treated as a separate charge.

12. Period of Agreement & Notice of Termination

Our contract shall become effective as of date signed and shall continue until terminated by either party upon not less than 30 days’ notice in writing given by either party to the other.

TERMINATION FOR CAUSE

Either of us may cancel the contract if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.  

PAYMENT FOR NON-CANCELABLE MATERIALS

Any non-cancelable materials, services, etc., I have properly committed myself to purchase for your account, (either specifically or as part of a plan such as modules, photography/artwork, and/or external services) shall be paid for by you, in accordance with the provisions of our contract. I agree to use my best efforts to minimize such liabilities immediately upon written notification from you. I will provide written proof, upon your request, that any such materials and services are non cancelable.

MATERIALS UNPAID FOR

If upon termination there exist any materials furnished by me or any services performed by me for which you have not paid me in full, until such time as you have paid me in full you agree not to use any such materials, in whole or in part, or the product of such services.

TRANSFER OF MATERIALS

Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by you to Designs by Danielle, I shall transfer, assign and make available to you all property and materials in its possession or control belonging to you. You agree to pay for all costs associated with the transfer of materials, if applicable.

REFUND OF PAYMENTS MADE

Your contract will outline specific refund terms, but 30% of the initial deposit of your project is non-refundable.

12. The horrible small print:

Just like a parking ticket, you can’t transfer this contract to anyone else without my permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of the United States of America and Washington State.