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Terms of service

Graphic Design Terms & Conditions

These Standard Terms and Conditions provide the basis for a good working relationship between Praeuner Studios, LLC (“PS”) or of any of PS’s DBA’s (PS Graphic Design, D-Art) and you (the “Client”). These terms form an integral part of the agreement between PS and the Client.

COPYRIGHT AND OWNERSHIP

  • Except for the retained rights described in the paragraph below, all services provided and all materials PS produces on your behalf will become your property upon full payment of our invoices.
  • PS retains the right to:
    • use work produced for the Client as part of its portfolio materials in both its online and offline portfolios;
    • add your firm to our client list; and
    • use your work in design competitions, publications, exhibitions, or other promotional purposes.
    • Any material or ideas prepared or submitted to you that 7you choose not to produce or for which you have not paid our invoices, within 60 days of submission to you, will remain PS’s property (regardless of whether the physical embodiment of creative work is in your possession in the form of copy, artwork, plates, recordings, films, tapes, etc.) and may be submitted to other clients for their use, provided that such submission or use does not involve the release of any confidential information regarding your business or methods of operation.
    • PS reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions.

    AUTHORITY

    • The Client and PS each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and PS, and enforceable in accordance with its terms. The Client agrees to provide PS with everything that is needed to complete the project including text, images and other information as and when PS needs it, and in the format that PS asks for. The Client will review PS’s work and provide feedback and approval in a timely manner. Deadlines work two ways, so the Client will also be bound by any dates the Client and PS set together. The client also agrees to stick to the payment schedule set out in this contract.
    • PS has the experience and ability to perform the services the Client needs from PS and will carry them out in a professional and timely manner. Along the way PS will endeavor to meet all the deadlines set but I can’t be responsible for a missed launch date or a deadline if the Client has been late in supplying materials or has not approved or signed off PS’s work on-time at any stage. On top of this PS will also maintain the confidentiality of any information that you give PS.

    ENTIRE AGREEMENT

    • This agreement represents the entire agreement between the Client and PS, and may only be changed or modified in writing and with the approval of both parties.

      ASSIGNMENT

      • Neither the Client nor PS may assign or transfer their interest in this agreement without the written consent of the other.
      CONFIDENTIALITY
      • The quote/proposal/contract is strictly confidential and must not be copied, forwarded or shown to anyone; in part or in whole; that is deemed by PS to be a competitor of PS. This generally includes other graphic design studios, advertising agencies, creative firms, freelance designers, web developers and printing companies that offer design services.

        TIMELINES

        • If there is a hard deadline for the Client’s project, the Client must communicate it clearly up front before payment is made. It is always PS’s intention to complete the Client’s project on time. Revisions and the Client’s response times play a major role in the amount of time it takes to complete the Client’s project. Therefore, the project completion date PS gives the Client is not a guarantee. Schedules or time estimates are subject to change upon notification in writing by either party. Unless otherwise stated, the amount of written notice to be given by either party shall be two weeks.

          DISBURSEMENTS

          • In addition to our fees, you agree to pay either PS or the provider directly for third party charges we incur to complete the projects defined in the quote/proposal/contract. Third party charges will be treated as disbursements and will be billed separately.

            FEES & ALTERATIONS

            • Any revisions, additions, or alterations to the project modifying the terms of the agreement as provided in the quote/proposal to be performed and not included in any fee specified, shall be billed as additional services. Such additional services shall include, but shall not be limited to, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation of artwork. PS is not responsible for writing or editing any text copy unless specified in the original estimate. If the Client wants PS to write new content, edit text or search for photographs for the Client, PS will provide a separate estimate be billed as additional services..

              RUSHED OR PROLONGED WORK

              • Any work required in advance of an agreed schedule or timetable, any shortening of the contract period, or additional fees and expenses incurred during a project due to Client delays or extensions shall be charged and paid for at an additional rate of 1.25 times the standard hourly rate of PS.
              • If the work time exceeds 4 calendar weeks in duration, PS may elect to invoice, and the Client agrees to make payments by monthly invoices based on the work done to date.

                CLIENT APPROVAL

                • The Client will appoint a single representative of the Client with full authority to provide necessary information required by PS and to provide approvals.
                • The Client will be required to proofread and approve all elements of final designs. Approval must be provided before production can continue and artwork is released. Corrections, if required, will be identified on proofs, artwork, facsimiles, or digital proofs and submitted for PS to revise and resubmit for client approval. The Client must be specific with their feedback. If the Client is requesting revisions, it is most effective to offer examples of colors, fonts, images and sites the Client likes. Excessive revisions, tweaks and miscellaneous changes are subject to additional charges at PS’s discretion. If changes are given via a phone call, they will need to be confirmed in writing in an email and given the ok. Final approval is required on every project and must be marked “Approved” with the name or initials of the individual who is authorized by the Client to approve artwork for release and production.
                • Email authorization from you will constitute authorization and approval to carry out work defined in the quote/proposal/contract.

                  QUALITY OF SOURCE MATERIALS PROVIDED BY THE CLIENT

                  • Additional charges will apply when materials are submitted by the Client in a form that prevents them from being readily used and applied at recognized professional standards. An example would be to recreate a low-resolution logo image file into a vector file or to clean up scratches, modify color, etc in photos.

                    PRODUCTION

                    • In those instances where the Client assumes responsibility for production, printed proofs, copies, prototypes and mock-ups must be approved by PS prior to use. PS shall be available at reasonable times to provide advice during the production period and for approval of minor modifications of the project (hourly rates will apply).
                    • When PS is engaged in a supervisory function and assumes responsibility for production on behalf of the Client, the Client agrees to abide by the decisions made by PS.

                    ONLINE DIGITAL WEBSITE AND/OR SOCIAL MEDIA RELATED PROJECTS

                    • The client agrees to allow PS all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.
                    • The Client also agrees to allow PS access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
                    • The Client agrees to supply PS with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
                    • PS requires that a template is approved by the customer before coding of a site commences. Once the template(s) for the web site are approved by the customer, coding will commence; any changes to navigation items, colors, structure or content that require changes to the template will incur an additional charge.
                    • Once web design is complete, PS will provide the customer with the opportunity to review the resulting work. PS will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, color schemes or any navigation features. Any minor changes can be notified to PS by e-mail.
                    • PS will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.
                    • PS offers a limited hosting services through an out-sourced virtual server. PS does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.
                    • PS may request that clients change the type of hosting account used if that account is deemed by PS to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees for hosting on PS’s virtual server are due at the commencement of any period of service and are non-refundable.
                    • Fees due to third party hosting organisations are the responsibility of the Client and PS is not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the customer / domain owner.
                    • PS cannot guarantee the availability of any domain name. Where PS is to register a domain name on behalf of the Client it will endeavour to do so but the Client should not assume a successful registration.
                    • Due to the infinite number of considerations that search engines use when determining a site’s ranking, PS cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added. PS recommends that clients use a professional SEO company and are happy to provide details of such companies, but accept no responsibility for their services.
                    • The Client’s website will require a GDPR notice within the privacy notice page and potentially any contact forms collecting personal data. You will also need an SSL certificate. PS can only give advisories on what content should be added to your website to follow GDPR guidelines. As we do not have a legal expertise background, it is the responsibility of the website owner to follow the correct GDPR guidelines and seek the required advice from a third-party and add this content to their website themselves to avoid any penalties that could be imposed.
                    PAYMENT SCHEDULE
                    • Unless otherwise noted, the Client’s payment schedule is tied to the project’s milestones as per below:
                      • 50% deposit upon contract acceptance
                      • 50% balance due upon delivery of the final design

                      DELAYED PAYMENTS

                      • PS’s accounts will include taxes on fees and disbursements that are applicable by law and our accounts are due and payable upon receipt. If our accounts are not paid within 30 days of their receipt, interest will be charged on the outstanding balance at the monthly rate of 1.5%, compounded monthly, until they are paid or $25 per month which ever is more.
                      • Returned checks will incur an additional fee of $100 per returned check. PS reserves the right to consider an account to be in default in the event of a returned check.

                        DESIGN CREDITS

                        • The Client agrees that PS is entitled to claim authorship of the design, and will be permitted editorial credits to PS on all published or manufactured work. The Client must obtain PS’s consent in writing before PS’s name is reproduced in any finished product or other published material by the Client.

                          SAMPLES AND COPIES

                          • The Client may provide PS with a number of samples or photographs of each printed or manufactured design. These samples will represent the highest quality of work produced.

                          RIGHTS OF REFUSAL

                          • PS will not include in designs, text, images or other data anything which PS deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. PS also reserves the right to refuse to include submitted material without giving reason.
                          • PS reserves the right to refuse to handle: Any media that is unlawful, inappropriate, contains a virus or hostile program.

                            TERMINATION

                            • This agreement may be terminated in writing if either the Client or PS commits a breach and fails to remedy the breach within 14 days of receiving written notification from the other party specifying the breach and requiring its remedy.
                            • This agreement may be terminated by any reason by either the Client or PS, if a written notification is provided within 30 days.
                            • On termination of this project, or any part of it, for any reason, the Client will pay PS for the work completed to date, along with all expenses incurred on the project. Any advance of fees provided will be credited against the amount due.
                            • In the event of termination, PS will retain all copyright even if the fees agreed to in advance have included the assignment of the copyright.

                              INDEMNITY

                              • The Client will provide accurate and complete information and materials to PS, and warrants and guarantees that all materials are owned by the Client or that the Client has all necessary rights (including copyright and waiver or moral rights) in such materials, to allow PS to use them for the project.
                              • We will use our reasonable best efforts to guard against any loss to you caused by the failure of media, suppliers, or others to perform in accordance with their commitments, but we will not be responsible for any such loss or failure on their part, or any destruction or unauthorized use by others of your property.
                              • PS is not responsible for errors or omissions in any work produced as per the Client’s approval, and no financial responsibility is assumed by PS for errors or damages resulting from such errors.
                              • PS will not be responsible for delays in delivery caused by acts of God, strikes, fires, floods, or any other similar circumstances beyond PS’s control.
                              • You agree to indemnify PS, its employees, contractors and agents against all third-party claims (including, without limitation, reasonable lawyers’ fees) arising from or relating to any content or materials provided to PS by you or in relation to the use by you, or anyone else, of materials produced by PS at your request.
                              • All indemnification obligations shall survive the termination of our services or the termination or expiration of the quote/proposal/contract.
                              • The client also agrees that PS holds no responsibility for any amendments made by any third party, before or after a design is published.
                              • 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.

                                APPLICABLE LAW

                                • This agreement and all terms and conditions will be governed and construed in accordance with the laws of Washington State and/or the USA.