GENERAL WORKING AGREEMENT
This document defines the terms and conditions of our working relationship. All projects or services that Peerless Design Inc. may be contracted to produce or provide for CLIENT will be subject to the following:
Based on our experience with long-term design communications projects, we have found that it is mutually advantageous to handle each project in logical working/billing phases.
Concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating, and billing in several phases permits Peerless Design Inc. or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed only through phases and/or portions of phases that were actually completed by Peerless Design Inc.. For each project, CLIENT will receive a proposal/estimate outlining the project specifications and our proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses.
We will begin work upon CLIENT’S approval of the written estimate and payment of deposit. Your approval (written or oral) will constitute an agreement between us.
CLIENT agrees to pay Peerless Design Inc. in accordance with the terms specified in each proposal/estimate. CLIENT may be required to pay a non-refundable deposit of 50% of the project cost before work can begin.
Unless otherwise specified, all subsequent balances due are payable on the agreed upon date specified in the contract/invoice.
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.
Estimate: Billing will reflect the actual costs incurred. 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.
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 Pennsylvania sales tax unless 1) You are a nonprofit organization; or 2) the work is for resale and you have submitted a resale certificate to Peerless Design Inc.. 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 Peerless Design Inc. after a proposal/estimate 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.
Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.
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. In addition, outside suppliers such as service bureaus charge a 100% to 200% markup on overtime after 5:30pm and weekends.
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 trademark, servicemark, 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. Peerless Design Inc. is not liable for errors or omissions. Your signature or that of your authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation.
CLIENT shall pay for all transmissions charges. The Peerless Design Inc. is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable, satellite network or from incompatibility between the sending and receiving equipment.
FORMAT AND DELIVERY
The CLIENT will provide the Peerless Design Inc. all specifications for delivery of digital files to appropriate vendors.
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
Peerless Design Inc. 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 web based and 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, Peerless Design Inc. 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.
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, Peerless Design Inc.. will assign the reproduction rights of the design for the use(s) described in the proposal.
According to the Copy right 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 Peerless Design Inc., or purchased from a stock agency on your behalf, remain with the individual Peerless Design Inc., artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with Peerless Design Inc. 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 mechanicals and artwork (slides, prints, drawings, separations, 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, firm news letter, brochures, slide presentations and similar media. We agree to store mechanical boards and computer disks for a period of 6 months beyond the delivery of a job. Thereupon, we reserve the right to discard them.
TERM AND TERMINATION
The term of this agreement will continue for work in progress until terminated by either of us upon fourteen (14) days written notice. If you should direct us at any time to cancel, terminating, prior to publication, any necessary legal clearance of materials we prepare.
Production schedules will be established and adhered to by both CLIENT and Peerless Design Inc., 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 the Peerless Design Inc.. Where production schedules are not adhered to by the Client, final delivery date or dates will be adjusted accordingly.
PEERLESS design acknowledges that during the engagement he or she will have access to and become acquainted with various trade secrets, inventions, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts, and procedures. The Contractor agrees that he or she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time hereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into his or her possession, shall remain the exclusive property of the Company. The contractor shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in his or her possession or under his or her control. The Contractor further agrees that he or she will not disclose his or her retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of the Company and shall at all time preserve the confidential nature of his or her relationship to the Company and of the services hereunder.
The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of Pennsylvania applicable to agreements entered into and performed in the State of Pennsylvania. 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.
Peerless design inc carries full business and professional liability insurance through the Hartford Group. Please contact us at 540-545-2051 for more information.