TERMS AND CONDITIONS Written Agreement between Warford Designs and Client or Individual identified on this agreement. The Client/Individual listed below is subject to the following terms and conditions.
GENERAL WORKING AGREEMENT – This document defines the terms and conditions of our working relationship. All projects or services that Warford Designs may be contracted to create for CLIENT will be subject to the following:
PAYMENTS – CLIENT agrees to pay Warford Designs in accordance with the terms specified in each Estimate/Invoice. CLIENT will be required to pay 50% of the project cost before work can begin. Unless otherwise specified, all subsequent balances due are payable upon CLIENT approval. Interest on past due balances is 18% per annum or 1.5% per month. We reserve the right to refuse completion or delivery of work until past due balances are paid.
ESTIMATES – Billing will reflect the actual costs incurred. Estimates are valid for only 30 days from date on estimate. CLIENT requested changes will be billed additionally. The CLIENT will be notified of any price changes.
OUT-OF-POCKET EXPENSES – Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, color printouts, laminating, illustrations, separations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to Ontario Sales Taxes. If consultant or supervisory services are required in out-of-town locations, we will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.
REVISIONS AND ALTERATIONS – New work requested by CLIENT and performed by Warford Designs after a Estimate/Invoice has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a proposal revision memo to you, and a revised additional fee must be agreed to by both parties before further work proceeds.
OVERTIME – Estimates are based on a reasonable time schedule, and may be revised to take into consideration your “ Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate.
NATURE OF COPY – CLIENT agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademarks, service mark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
ERRORS AND OMISSIONS – It is the CLIENT’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Warford Designs is not liable for errors or omissions. Your signature or that of your authorized representative is required on all websites or artwork prior to release for printing or other implementation.
PLACEMENT OF ADVERTISING – At your request, we will purchase media space on your behalf through our media division. Space will be billed to you at current rates plus the standard agency commission.
INSPECTION OF BOOKS – Upon reasonable notice, any and all invoices from our vendors, time sheets and other documentation relating to your account will be available to you. Inspection at our studio by your authorized representative may be arranged during normal business hours.
PROPERTY AND SUPPLIER’S PERFORMANCE – Warford Designs will take all reasonable precautions to safeguard the property you entrust to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. 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, Warford Designs 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, but we cannot in anyway be held responsible for quality, price, performance or delivery.
LIEN – All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied.
RIGHTS OF OWNERSHIP – Once a project has been delivered by us and is fully paid for by CLIENT, Warford Designs will assign the reproduction rights of the design for the use(s) described in the proposal. According to the Copyright Law of 1976, the rights to all design and art work, including but not limited to photography and or illustration created by independent photographers or illustrators retained by Warford Designs, or purchased from a stock agency on your behalf, remain with the individual designer, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with Warford Designs and/or his/her authorized representative, you may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If you wish to use the design we have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact us to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through your vendors, you agree to return to us all our original designs and artwork (sites, prints, drawings, animations, etc.) within two weeks, and to provide us with printed samples of each project. We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, newsletter, brochures, presentations and similar media. We agree to store computer files for a period of 6 months beyond the delivery of a job. There upon, we reserve the right to discard them. CLIENT will receive a DVD DISC with all the files used in the creation of your project upon final payment if requested. A fee of $15.00 will be added to the final bill for this request.
TERM AND TERMINATION – The term of this agreement will continue for work in progress until terminated by either of us upon thirty (30) days written notice. If you should direct us at any time to cancel, terminate or “put on hold” any previously authorized purchase, we will promptly do so, provided you hold us harmless for any cost incurred as a result. Upon termination of this agreement, Warford Designs will transfer to CLIENT all your property and materials in our control and for which you have paid. CLIENT will indemnify and hold Warford Designs harmless for any loss or expense (including attorney’s fees), and agree to defend Warford Designs 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.
PRODUCTION SCHEDULES – Production schedules will be established and adhered to by both CLIENT and Warford Designs, 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 Warford Designs. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly.
ADDITIONAL PROVISIONS – The validity and enforceability of this agreement will be interpreted in accordance with the laws of the Province of Ontario applicable to agreements entered into and performed in the Province of Ontario. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement. If we must retain attorneys to collect our invoices, we will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.
By submitting this form you agree to the terms and conditions outlined above.
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