In the event of termination, Designer shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Designer or Designer’s agents as of the date of termination, whichever is greater; and Client shall pay all expenses, fees, out of pockets together with any additional costs incurred through and up to, the date of cancellation. Clients shall not have rights to use deliverables without written consent from the Designer provided after such termination.
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) co-ordination of any decision-making
(b) provision of client content in a form suitable for reproduction or incorporation into the deliverables without further preparation, unless otherwise expressly provided in the proposal;
(c) final proofreading and in the event that client has approved deliverables
but errors, such as, by way of example, not limitation, typographic errors
or misspellings, remain in the finished product, client shall incur the cost
of correcting such errors.
(d) ensuring that all information and claims comprising client content are accurate, legal and conform to applicable standards in client’s industry.
Client acknowledges and agrees that Designer’s ability to meet any and all schedules is entirely dependent upon client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the proposal and that any delays in client’s performance or changes in the services or deliverables requested by client may delay delivery of the deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Designer’s obligations under this Agreement.
Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Designer’s standard hourly rate. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
If Client requests or instructs Changes that amount to a revision in or near excess of 50 percent of the time required to produce the Deliverables, and or the value
or scope of the Services, Designer shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Designer.
The Project pricing includes Designer’s fee only. Any and all outside costs including, but not limited to, print, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.
All invoices are payable within 14 days from date of issue. A monthly service charge of 1.5 percent (or the greatest amount allowed by state law) is payable on all overdue balances.
Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Designer reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.