Creative Business Branding will always do our best to fulfil your needs and meet your expectations. We believe that it is important for all parties involved to have an agreement between our clients and ourselves. This provides you with a reference in case you have any questions and concerns and can always be found on our website and in your Client Handbook. This is just to clarify, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms. We want what’s best for both parties, now and in the future.
In short, you are hiring Creative Business Branding to design and develop a website or graphics for the estimated total price outlined in the quote provided to you and these are the terms and conditions of Creative Business Branding projects.
- QUOTATION
The quotation that is provided is part of these terms and is valid for thirty (30) days from its issue date.
The figures in the quote are minimum estimates for the project - the final amount payable will be indicated on our invoices issued in the course of this project, taking into account factors including rush fees, expenses paid on your behalf, and any changes to the project scope (all of these are explained below). If there’s no change to the project scope, it is unlikely that the final amount payable will differ greatly from our estimate. - PROJECT SCHEDULE
We’ll do our best to meet the project deadlines outlined in the quote. That said, our ability to do this depends on the size of the project. If an agreement is signed Wednesday, Thursday, Friday, Saturday or Sunday your project will not being until Monday. We work on business days which is Monday-Friday. You will review our work and provide feedback and approval in a timely manner too, if you respond on a weekend or after business hours we will not review or respond until a business day or during business hours. We recognize that creativity does not follow a schedule, so time is not of essence in the contract but quality. - PAYMENT SCHEDULE AND INVOICES
You agree to adhere to the payment schedule outlined in the quote, and to pay our invoices in accordance with the terms stated on the invoice. Non or late payments are discussed below in paragraph 16.
- AMENDMENTS TO OUR WORK
Graphic Design
We provide three (3) rounds of amendments to our work at no extra charge, as long as the changes requested do not substantially alter the original project scope, nature or purpose; and as long as you have not already given us your final approval for the piece of work concerned. Any other kinds of amendments are considered a change in the project scope, which is explained in paragraph 8 below.
Motion Graphics/Videos
We provide three (3) rounds of amendments to our work at no extra charge, as long as the changes requested do not substantially alter the original project scope, nature or purpose; and as long as you have not already given us your final approval for the piece of work concerned. Any other kinds of amendments are considered a change in the project scope, which is explained in paragraph 8 below.
Website Design
We provide three (3) rounds of amendments to our work at no extra charge, as long as the changes requested do not substantially alter the original project scope, nature or purpose; and as long as you have not already given us your final approval for the piece of work concerned. Any other kinds of amendments are considered a change in the project scope, which is explained in paragraph 8 below.
- CANCELLATION
You can cancel this contract, by informing us in writing at least one (1) month in advance.
Likewise, we can cancel this contract, by informing you in writing at least one (1) month in advance.
Cancellation does not automatically guarantee you with a refund. Regardless of cancellation, deposits are nonrefundable, you are responsible for paying us for any outstanding invoices and for work already done but not yet invoiced. - FINAL DELIVERY
For graphic design and motion graphic projects, we will deliver to you the digital files containing the final project deliverables within seven (7) business days after you approve them, and after you have paid all our outstanding invoices. The files will be delivered in Adobe Illustrator, Adobe Photoshop, PNG, JPG, and EPS formats.
For website design projects, all files that are required for the website to function properly will be backed up on an external drive and provided to you within seven (7) business days after The Client approve them, and after you have paid all our outstanding invoices. - WHAT THE CLIENT CAN DO WITH THE DESIGNS AFTER PAYMENT OF THE FINAL PROJECT INVOICE
If Creative Business Branding designed a trademark (in logo and/or tagline form) as part of your project, then, as far as the trademark is concerned:
Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we assign to The Client all right, title and interest in the trademark (except our rights against false attribution as authors under The Copy Right Act).
In exchange, you grant us a royalty-free and permanent license to use representations of the designs and taglines in our portfolio (in all types of media), as a sample of our past works, in trade publications, educational material, to promote ourselves, and for competitions.
You’ll be entirely responsible for making sure our designs and taglines are free for you to use and register as a trademark, and that they don’t infringe anyone else’s rights - we cannot and do not accept any liability for these matters. We’ll sign any documents that are reasonably needed to confirm or evidence that you own the designs, provided you bear any legal and other fees that are incurred by either you or us in the process.
For all other deliverables created by us:
Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we grant you a royalty-free license to use the deliverables for the uses stated in the quotation, without any changes or additions (except that you can make the designs smaller or larger for printing or display purposes).
If you want to put the deliverables to additional uses, or make changes to them, additional fees will apply, and we might have to obtain additional licenses from third party vendors - contact us and we’ll be happy to work out some terms with you. Otherwise we will have to look to you to cover us for any damage, legal fees and consequences if you put the deliverables to additional uses without our prior authorization.
We remain the owners of all rights in the deliverables in draft and final form, as well as of the works used to create them (except for materials that you provided, or that are owned by third parties), and are free to use them in future.
- CHANGES TO THE PROJECT SCOPE
We recognize that you may have new ideas which you may want to include later on, and we’ll be able to accommodate you. Inform us of the changes or additions, and if they are not already provided for in the existing quotation given, we will provide a separate quotation to cover them.
We understand that there may be urgent changes to the project scope that need to be carried out right away. Please read below in section 11 Rush Fees.
- EXPENSES PAID ON YOUR BEHALF
You are responsible for reimbursing us for costs that we incur in order to complete your project, including charges for images, plugins, shipping, government fees, taxes, usage fees and license fees. We will inform you beforehand for your approval. We will include these charges in our invoices to you, so you know exactly what was involved. - THIRD-PARTY VENDORS
We may purchase or license from third party vendors materials used in your project (including source code, work-up files, software programs, photographs, illustrations etc.). Where we license such material, the intellectual property rights in the licensed material remain the property of the third-party vendors. - RUSH FEES
The quotation attached does not cover any work that has to be rushed ahead of the project schedule, or work outside the project scope that is to be executed on a rush basis. Rush work means work that you request us to complete within one (1) week of your request.
Our rush service fees are charged at a premium basis of 150% (one hundred and fifty per cent) of the amount stated in the attached quotation (or, if not previously quoted, of our standard charge) for the type of work requested.
- DELAYS TO THE PROJECT SCHEDULE
We understand that sometimes it’s impossible to reply to emails and messages immediately, and so we don’t expect you (or us) to be able to do so. At the same time, we’ve found that keeping the momentum going produces the best results for both us and our clients.
To encourage everyone involved to do this, a delay fee of five per cent (5%) of the attached quotation amount will kick in for every seven (7) consecutive days that either you or us goes unresponsive - not providing information, instructions, materials or anything else necessary for the project to proceed.
The maximum amount that either you or we can claim under this clause is a sum that is equal to the quotation amount. - AN EXPLANATION OF OUR WORK
Design
We create likable designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS, so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (color, texture and typography.) We call that ‘design theory principals.’
You’ll have two or more weekly opportunities to review our work and provide feedback.
Text Content
We’re not responsible for writing any text content. If you’d like us to write new content, we can provide a separate estimate for that.
Photographs
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.
HTML, CSS and JavaScript
We deliver websites developed from HTML5 markup, CSS stylesheets for styling and JavaScript for feature detection and behaviors. These are uploaded within WordPress content management system.
Browser Testing
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
You’ll be responsible for making sure that your website hosting specifications can support the programming language used in this project for developing your website. Unless you are using our hosting services. Also, as much as we’d like to, we can’t guarantee that our work will function with all browsers across the market or with browsers and versions developed in the future.
Website Management and Maintenance
We currently offer two Management and Maintenance programs, in which is not intended for design, page additions, graphic creation, blogging, forums or shipping carts. We offer this to provide updates, on page SEO, ensure all links and plugins are properly functioning.
Basic Program
We edit and revise content and images on the existing pages based on your request. We maintain a backup during the duration of your contract. We monitor the functionality of your website updating any newer software versions. Website maintenance includes repairing sections of your website that stop functioning properly due to updates. On-going Review & Search Engine Optimization (SEO) (optional). Monthly analysis of site statistics/analytics and SEO results. Any reports request will incur additional charges. If design, page additions, graphic creation, blogging, forums or shipping carts is needed, and you have a Basic Website contact us and we will provide you with a quote.
E-commerce Program
We edit and revise content and images on the existing pages based on your request. We maintain a backup during the duration of your contract. We monitor the functionality of your website updating any newer software versions. New blogs or forum updates are provided. We ensure your payment gateway is functioning properly. We also provide inventory management. Website maintenance includes repairing sections of your website that stop functioning properly due to updates. On-going Review & Search Engine Optimization (SEO) (optional). Monthly analysis of site statistics/analytics and SEO results. Any reports request will incur additional charges. If design, page additions (new products are considered new page additions), graphic creations is needed contact us and we will provide you with a quote.
Social Media
- Domain and Hosting
Creative Business Branding offers Domain Register and Hosting services. If we set these up for you upon completion you will be provided with the username and passwords. You are responsible for any fees pertaining to these which has been added to your quote.
If for any reason you choose to cancel or transfer hosting, you will need to contact us in writing two weeks in advance. Depending on where you are in your contract a cancellation fee may incur. We don’t perform the transfer for you. If you need us to perform the transfer, you need to indicate in the cancellation request so that the work can be added to the quote.
- SOFTWARE, FONTS AND RAW FILES
Software and fonts used for the project remain our property and will not be released to you. Likewise, project raw files will not be supplied.
If you require the raw files for the project, we can provide a separate estimate for that, which includes the release of copyright to you. - MATERIALS PROVIDED BY YOU
Where you provide us materials in the course of the project, you guarantee that you own them or have been given permission to use them. Ownership of these materials will remain with you (or the persons who licensed them to you) at all times. You grant us a royalty-free license to use them for the project and to retain copies in our business records.
We will not be responsible for any damage or consequences if the materials you provided infringe someone else’s rights or are unlawful or illegal. You will indemnify us and pay for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to your materials being infringing, unlawful or illegal in any country. - NON-PAYMENT
We’re sure you understand how important it is as a small business that we get paid promptly for our invoices. We rarely have any late payment issues with our clients, but we need to protect ourselves too.
So in the unlikely event that any of our invoices is not paid on time, we may charge a late fee, as stated on the invoice, or, if no terms are stated, amounting to five per cent (5%) of the amount owing for every seven (7) days (or part thereof) that it remains unpaid.
We also may choose to cancel the project immediately, suspend work till payment is received (including stopping ongoing work, removing unpaid material, and taking down the website), and/or take legal action to recover our fees and any lawyer’s charges for doing so. - OUR RIGHTS BEFORE PAYMENT OF THE FINAL PROJECT INVOICE
All originally created deliverables, including trademark logos and taglines, in draft and final form, are wholly owned by us prior to full payment of the final project invoice by you. This means that if the project is cancelled before completion, we retain ownership of everything, and no rights are granted to you to use them. - ERRORS AND OMISSIONS
We will use our best efforts to prevent errors and omissions from occurring in web page information. If such errors or omissions occur, please notify us, and we will correct them for free, and that will be the limit of our responsibility and liability. - CONFIDENTIAL INFORMATION
“Confidential Information” means information that is marked as secret or confidential, or which, based on the circumstances in which it was disclosed, ought to be treated as confidential.
In the course of this project, we may receive from you (and you from us) Confidential Information. If either you or us receive from the other Confidential Information, the receiving party agrees to keep the Confidential Information secret, ensure that its agents and employees keep it secret, and not disclose it to any other person, organization or entity (unless absolutely necessary).
However, the receiving party may use or disclose Confidential Information received from the other in order to comply with a court order, law or regulation, direction of a governmental or statutory authority. The receiving party may also use or disclose Confidential Information that entered the public domain due to no fault of that party, or that was disclosed to the receiving party by another source lawfully and without any obligation of confidentiality. - LIMITS ON LIABILITY
While our aim is to deliver top quality and client satisfaction, there are some things we are unable to accept responsibility for.
We provide the deliverables to you on an as-is basis, and we make no promise or guarantee that they will be fit for, or achieve, any particular purpose.
We cannot and do not promise or guarantee that services or products purchased or licensed from third party vendors will be free from interruption or failure or that they will remain available for use for any specific period.
We will not be liable to you for lost profits or other special or consequential damages of any kind, nor will we be liable to you for direct damages unless caused by our gross negligence or fraud. The maximum damages payable to you in any event will not exceed the amount of fees actually invoiced and paid to us in connection with the project in question.
Specifically, we will not be responsible or liable to you for damages or loss caused by:
- your use of the designs and deliverables in ways that are not covered by the licenses we grant to you;
- anything done by us on your instructions, or using material you provided to us;
- any breach of these terms and conditions by you;
- any legal, governmental, contractual or other approvals that were required but which you did not obtain,
and you will keep us indemnified for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to any of these specific actions and omissions. - FORCE MAJEURE
Neither you nor us shall be liable for failure to perform our part of the contract, if the failure is due to force majeure events (including fire, flood, earthquake, storm, hurricane, natural disaster, war, civil war, invasion, act of foreign enemies, hostilities, rebellion, terrorist activity, government sanction, change of law, strike, lockout, industrial action, embargo, sabotage, interruption or failure of electricity service, interruption or failure of transport networks or other public utilities, interruption or failure of Internet or other communication service). - NO TRANSFER OF THIS CONTRACT
You cannot transfer, assign or novate this contract, the licenses given under or in connection with it, or any other parts of this contract to anyone else without our advance permission in writing, which we may choose to give subject to additional conditions.
We cannot transfer, assign or novate this contract without your advance permission in writing, except to a company or business in which we or our ultimate owners have a majority ownership interest. - OTHER LEGAL STUFF
Our employees are not your employees, and thus, any laws by which ownership of copyright in works created by an employee is automatically transferred to the employer do not apply (the work-for-hire principle under US copyright law, or other laws anywhere in the world).
This contract and all matters arising from it are governed by US law.
If for some reason part of this contract becomes unenforceable or invalid, the remaining parts will be unaffected.
A failure or delay by either party in exercising any right or benefit under this contract does not amount to a waiver of that right or benefit.
This contract will bind the parties’ respective legal personal representatives, successors and permitted assigns.
Except where expressly stated otherwise in this contract, a person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
