Project Terms & Conditions

 
 

Last updated on 4/01/2018

General Working Agreement

This General Working Agreement (“Agreement”) defines the TERMS AND CONDITIONS (T&C) of our working relationship. All projects or services (“the work” or “the project”) that Craft Consulting (referred to herein as “AGENCY” or “we”), 29131 Pompano Way, Laguna Niguel, CA 92677 may be contracted to produce or provide for CLIENT, as defined in the signature block below (referred to herein as“you”),  will be subject to the terms defined herein. In consideration of the mutual covenants and agreements herein contained, and other goods and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the undersigned agree to the following:

We will begin work after CLIENT’s approval of the project estimate and the Terms & Conditions and after receipt of payment of the initial invoice (50% of project total unless otherwise defined in the estimate). Your signature/execution of the estimate and the T&C will constitute a valid and binding AGREEMENT between us. A true and correct copy of the Estimate is attached hereto as Exhibit “1” and incorporated into this Agreement by this reference.

1. Payment / Estimates / Bids

CLIENT agrees to pay AGENCY in accordance with the terms specified in this document and the attached estimate or any invoices. AGENCY requires receipt of 50% of the project cost specified in the estimate before work can begin. This 50% deposit is non-refundable. Subsequent payments adhere to the following schedule, unless otherwise detailed in the project estimate: 25% due as design presentation is ready, 25% due with notification of completion of the work, and before delivery of the project files/deliverables. 

Credit card payments will incur a transaction fee at AGENCY’s discretion. CLIENT agrees to contact us if you have questions about paying via credit card and the extra fees. 

All payments are required. All overdue invoices are subject to a one-time $100 late fee and interest on past due balances is 3.0% per month. We reserve the right to refuse completion or delivery of work until past due balances, including all late fees and interest, are paid.

Estimates: Estimates are based on the information provided by CLIENT, and may be amended if additional information is forthcoming, or specifications change. Estimates are based on hourly rate(s) listed, actual hourly rate may vary depending on type of work performed. Unless otherwise specified, estimates are fixed and include only those elements detailed in the estimate. Client-requested changes will be billed additionally. The client will be notified of any price changes. Estimates are valid only for 30 days from the date of the estimate. 

2. Out-of-Pocket Expenses

Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, stock images, color printouts, laminating, illustrations, separations, shipping and handling or courier service. Note that all such expenses will only be charged if CLIENT has approved them prior to purchase. Expenses are subject to California sales tax unless 1) CLIENT is a nonprofit organization; 2) CLIENT resides/operates in a state other than California; or 3) the work is for resale and you have submitted a resale certificate to AGENCY. If our services are required in out-of-town locations, we will bill lodgings, meals, rentals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates pursuant to the Internal Revenue Services optional standard mileage rates for the time period the mileage was incurred.

If CLIENT should direct AGENCY at any time to cancel, terminate or “put on hold” any previously authorized out-of-pocket purchase, we will promptly do so, provided you hold AGENCY harmless for any cost incurred as a result.

3. Additions and Alterations

New work requested by CLIENT and performed by AGENCY after an estimate has been approved is considered an addition or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a project addendum to you, and both parties must agree to the revised or additional fee before further work proceeds.

4. Nature of Content

CLIENT agrees to exercise due diligence in its direction to us regarding preparation of content 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 we prepare in the scope of a project.

AGENCY reserves the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial in AGENCY’s sole discretion.

AGENCY does not work with adult websites or websites that promote or sell adult related materials or products or display adult related content in any manner. 

5.  No Guarantees or Warranties

The parties agree that AGENCY has not made any guarantees or warranties regarding increased website traffic or increased commercial sales as a result of the project or any work completed by AGENCY.  Nothing contained in this Agreement shall be construed as a warranty, either express or implied, on the part of AGENCY  of any outcome resulting from AGENCY’s services.

6. Errors & Omissions

It is the CLIENT’S responsibility to check proofs, comps, and other deliverables carefully for accuracy in all respects, ranging from spelling to technical illustrations and graphics. AGENCY is not liable for any errors or omissions. Your authorization is required on all mechanicals, websites, or artwork prior to release for printing, digital publication, or other implementation.

7. Property & Suppliers’ Performance

AGENCY will take all reasonable precautions to safeguard the property you entrust to us. In the absence of recklessness or willful misconduct on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, AGENCY is not responsible for failure on their part.

If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. If at all possible, we will attempt to do so.  AGENCY is not in any way responsible for quality, price, performance or delivery of any third-party vendors or suppliers regardless of whether or not AGENCY recommended the third-party vendors or suppliers.

8. Abuse of Relationship

If AGENCY has been contracted for design services and if during the project CLIENT introduces any other designer into the project or eschews the designs conceived of AGENCY’s own processes or rejects AGENCY’s design or design recommendations in favor of AGENCY’s mere production or reproduction of designs submitted by CLIENT or a third party (including client-created mockups as design revision examples), AGENCY may choose to respond to this breach of contract by terminating the project.

By signing this AGREEMENT, you acknowledge that AGENCY will manage and run the project according to its own processes. Any attempt or requirement by CLIENT to define project process or otherwise run the project may result in project termination. 

9. Rights of Ownership

According to the Copyright Law of 1976, the rights to all design and art work, including but not limited to printed or digital designs, photography, and or illustration created by independent photographers or illustrators retained by AGENCY, or purchased from a stock agency on your behalf, remain with the individual AGENCY, artist, photographer or illustrator. However, once an entire project has been fully paid for by CLIENT and delivered by us, AGENCY will assign the reproduction rights of the design for the use(s) described in the proposal. If no such specific uses are detailed in the proposal, upon payment in-full, all rights to and ownership of the work are assigned to CLIENT without reservation, except as follows:

We reserve the right to photograph, digitally reproduce and/or distribute or publish for our promotional and marketing needs any work we create for you, including mock-ups, screenshots, and comprehensive presentations, as samples for our portfolio, firm news letter, brochures, slide presentations and similar media. We agree to store copies of delivered project materials for a period of 90 days beyond the delivery of a job. Thereupon, we reserve the right to discard them. 

10. Term & Termination

The term of this agreement will continue for work in progress until the project is concluded as outlined in the estimate, or until terminated by AGENCY or CLIENT upon written notice according to the following conditions:

10a: Breach of Contract

Upon CLIENT’s breach of contract, AGENCY may terminate the project upon written notice and will deliver to CLIENT all intellectual property originally owned by CLIENT in AGENCY’s possession. In such case, CLIENT will be granted no right or license to AGENCY’s work or any project materials produced by AGENCY. Upon AGENCY’s breach of contract, CLIENT may choose to terminate the project. In such case, AGENCY will deliver to CLIENT all property and project materials in AGENCY’s possession for which CLIENT has paid, as well as all intellectual property originally owned by CLEINT in AGENCY’s possession. Thereupon, CLIENT has the contractually described right or license to AGENCY’s work for which CLIENT has already paid. In such case, if CLIENT has paid for work not yet performed, AGENCY will refund the outstanding difference.

10b: Dissatisfaction

In the event CLIENT is dissatisfied with the quality of AGENCY’s work, CLIENT agrees to inform AGENCY of this dissatisfaction and allow AGENCY a reasonable chance to amend the issue. If after amendment, CLIENT remains dissatisfied with the quality of the work, CLIENT may choose to terminate the project. In such case, CLIENT will be granted no right or license to AGENCY’s work or any project materials produced by AGENCY.

10c: Termination Without Just Cause

CLIENT may choose to terminate this Agreement without cause however, in for any termination without cause, CLIENT agrees to pay, in addition to any costs already paid, a penalty of 20% of the total project cost outlined in the estimate within 15 days of the cancellation notice. In such case, CLIENT will be granted no right or license to AGENCY’s work. In the event AGENCY terminates the Agreement without cause, AGENCY will deliver to CLIENT all work for which CLIENT has already paid and refund 20% of the fees client has already paid to AGENCY during the course of the project in question.

11.  Indemnification

CLIENT will indemnify and hold AGENCY harmless for any loss or expense (including attorney’s fees), and agrees to defend AGENCY in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to, assertations made against CLIENT and any of its products and services arising from the publication of materials that we prepare and you approve before publication.

12. Lien

All work performed and created for CLIENT for which CLIENT has not paid may be retained by AGENCY as security until all just claims against the CLIENT are satisfied. 

13. Production Schedules

Production schedules will be established and adhered to by both CLIENT and the AGENCY, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, 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 the control of the CLIENT or AGENCY. Where production schedules are not adhered to by CLIENT, final delivery date or dates will be adjusted accordingly and CLIENT shall be responsible for any additional costs or expenses incurred as a result of CLIENT’s failure to adhere to the production schedule.

Resources must be allocated by the AGENCY to fulfill CLIENT’S project needs according to schedule, as AGENCY is working on multiple projects at any given time. It is necessary that CLIENT be available to provide approvals, feedback, content, or anything else outlined in the project Estimate and otherwise maintain contact with AGENCY during the project timeline.

AGENCY is an internet-based business and does not have a physical office location. All communications, approvals, agreements will be done via email. If CLIENT prefers a different form of communication rather than email, this will be at an additional cost and must be stated before the Estimate is provided.

If CLIENT fails to deliver necessary content, resources, or feedback by the time AGENCY deems crucial to any deadline, all deadlines and milestones, except payment milestones, will be adjusted accordingly.

CLIENT’S failure to meet timelines, milestones or content obligations for a period of 7 days or more will result in reallocation of AGENCY’S resources and work on the project will be delayed or may cease. Resuming work on the project will require a reassembly period that may equal, or exceed, the time of delay caused by CLIENT. The parties explicitly agree that any adjustments to project deadlines or milestones caused by CLIENT’s failures to fulfill CLIENT’s obligations do not affect payment milestones. All payment will be required at the time(s) initially described in the estimate.

If CLIENT’s inactive or unresponsive time exceeds a period of 30 days, this constitutes abandonment of the project. Abandonment of the project by CLIENT is considered a breach of this Agreement, subject to the provisions of paragraph 10 above.

14. Approvals

CLIENT acknowledges and agrees that regardless of the number of individuals involved in the project, one individual in their team/company who will be appointed to have ultimate responsibility for approvals of the deliverables AGENCY will create and present. CLIENT further acknowledges and agrees that this one individual must be directly involved in the entire project and must participate in significant events during the project, including initial meeting(s), initial design presentation(s), and any related meetings.

In the event that deliverables are made available to CLIENT for approval and CLIENT fails to respond within 10 days to approve or reject, the deliverables are considered to be approved.

15. Additional Provisions

The validity and enforceability of this Agreement will be interpreted in accordance with the laws of the State of California applicable to agreements entered into and performed in the State of California.

This Agreement is our entire understanding and may not be amended in any respect except by a written mutually executed agreement.

If we must retain attorneys to collect our invoices, CLIENT will be obligated to reimburse AGENCY for all attorney’s fees, court costs, and interest at the maximum rate permitted by law.