jennis design co.
1. PAYMENT CONDITIONS
A. Time for Payment
All invoices are payable within 30 days of receipt. A 2% monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment.
B. Payment Process
Unless otherwise negotiated, a non-refundable 50% deposit (of the overall project total) is due before the design process will begin.
The final 50% of the overall project total is due upon file delivery.
Unless otherwise negotiated, projects projected to exceed 8 week time line, will be billed in equal installments of the overall project total and invoiced on the 25th of each month. Milestone payments must be received in full before the project will continue. Additional expenses that exceed the scope of work will be reimbursed by the Client as outlined in point D.
The fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate.
The Client shall reimburse JDCO for all expenses arising from this assignment.
2. PROJECT REVISIONS
The Client shall be responsible for making additional payments for changes requested by the Client beyond the original assignment. However, no additional payment shall be made for changes required to conform to the original assignment description.
After project completion and upon receipt of final payment, additional work, consultations and design changes will be considered a new project and billed accordingly. The Client shall offer JDCO the first opportunity to make any future changes after project completion.
3. CANCELLATION OF THE PROJECT
In the event of Cancellation by the Client, Jennis Design Co. shall retain any milestone payments made prior to cancellation.
If a cancellation is made after the first set of design compositions have been delivered but prior to the acceptance of the Final Design, a fee of fifty percent (50%) of the balance of the Total payments shall be paid by the Client.
Regardless of when the project is cancelled, the Client in full shall pay all billable expenses already incurred by Jennis Design Co.
In the event of cancellation, Jennis Design Co. retains ownership of all copyrights and any original artwork and intellectual property.
4. DESIGN OWNERSHIP & COPYRIGHT
A. Ownership and Return of Artwork
JDCO retains ownership of all originals and copies of the artwork, whether preliminary or final, and shall manage artwork files, including deleting archived designs, at their discretion.
B. Design Usage Rights
Any usage rights not exclusively granted are reserved to JDCO. Usage beyond that granted to the Client herin shall require payment of a mutually agreed-upon additional fee subject to all terms. Any grant of rights is conditional upon receipt of full payment. Upon receipt of full payment, JDCO shall deliver digital files necessary to enable Client’s usage rights granted herin. JDCO retains the rights to display all work created by JDCO for this Project including print and online, and to submit such work to design periodicals and competitions.
For an additional fee, Design Ownership is transferred upon written agreement and upon Jennis Design Co.’s receipt of all payments due, JDCO officially assigns to Client all rights, title, and interest, including copyright, in and to the final Deliverables and, if requested, JDCO shall provide digital files comprising the Deliverables. JDCO retains all rights, including copyrights, in and to preliminary sketches and alternative designs not selected by Client. JDCO retains the rights to display all work created by JDCO for this Project, including preliminary designs and final Deliverables, in JDCO’s portfolios, including print and online, and to submit such work to design periodicals and competitions.
The Client shall indemnify JDCO against all claims and expenses, including reasonable attorney’s fees, due to uses for which no release was requested in writing or for uses that exceed authority granted by a release.
6. Design Alterations
Any electronic alteration of artwork or graphic design comprising the Designer’s work products, is prohibited without the express permission of JDCO. JDCO will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute additional use and will be billed accordingly.
7. Consented & Agreed To
A. JDCO Warranty of Originality
Jennis Design Co. warrants and represents that, to the best of its knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that Jennis Design Co. has full
authority to make this agreement; and that the work prepared by Jennis Design Co. does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of Jennis Design Co.’s product, which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD JENNIS DESIGN CO. HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT’S USE OF JENNIS DESIGN CO.’S PRODUCT TO EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.
B. Limitation of Liability
Client agrees that it shall not hold JDCO or his/her agents or employees liable for any incidental or consequential damages that arise from JDCO’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of JDCO or a third party. Furthermore, JDCO disclaims all implied warranties, including the warranty of merchantability and fitness for a particular purpose. Client shall be responsible for compliance with laws or government rules or regulations applicable to Client’s final product(s).
To the extent the final work products include any word, symbols, logos or other content used to designate Client as a source of goods or services (“Trademarks”), Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save, and hold harmless JDCO from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.
The maximum liability of JDCO to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, shall be limited to an amount equal to the total fees paid by Client to JDCO hereunder. In no event shall JDCO be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to the Services, even if JDCO has been advised of the possibility of such damages.