Estimated fees are based on Someone Creative current studio hourly rate, usage, and anticipated time required by the project. Unless the project changes in scope or process, what is bid is what will be billed at completion of the project.
Estimated expenses are good faith estimates for budget purposes and will be billed at cost + fees for expenses incurred. An industry standard 5–10% markup on all printing, services, and products purchased by Someone Creative for the Client is included in any fees or expenses.
Deposit and payment
A non-refundable deposit (half of the Fees) is required to initiate design and will serve as Kill Fee in event of project cancellation before completion of the project. Final payment not received at 30 thirty days of invoice date will result in an additional charge of 2% per month or portion thereof; client must notify Someone Creative before project commences if their payment schedule differs. The Client is responsible for costs of collection including reasonable attorneys fees incurred in the collection process. Any payment not received within 90 days of invoice date will result in work stoppage by Someone Creative until that payment is received. The Client further agrees that invoices submitted prior to the term of this Agreement also will be subject to the payment terms and conditions in this Agreement. Upon cancellation/kill all rights to the project and its materials revert to Someone Creative. All original art must be returned, including sketches, comps, or other preliminary materials.
Rights, usage and deliverables
All rights not expressly granted herein are retained by Someone Creative, including, but not limited to, all rights in sketches, comps or other preliminary materials. Client’s final materials and deliverables as set out in the Proposal as approved by Client shall be referred to in this Agreement as “Work Product”. Client acknowledges and agrees that Someone Creative is bound by third-party licensing agreement that may restrict how materials in the Work Product may be distributed. Any use additional to that expressly granted herein requires arrangement for payment of a separate fee. Accordingly, Someone Creative hereby grants to Client a non-exclusive license to use the following Work Product for Client branding and marketing purposes : (1) branding projects: final electronic logo files and printed or electronic style guide, if created, delivered by Someone Creative via CD or electronic download/email; (2) print projects: final professionally printed pieces and final PDF for electronic marketing use only; (3) web projects: files posted to the client’s web host server that encompass the working site. The Client may file for trademark(s) on the logo Work Product in its name and Someone Creative agrees that Client shall be the owner of such trademark(s). Client may format the Work Product as necessary for these uses, but may not extract elements of the Work Product and/or use elements outside of the Work Product (i.e. fonts, design elements, etc.), All original material and electronic files remain the property of Someone Creative. Someone Creative shall be permitted to showcase Client’s Work Product for marketing, portfolio and/or promotional purposes, and may reuse original materials used in creating the Work Product.
Someone Creative assumes no responsibility for production or editing of manuscript for projects unless this service is specified. Supplied editorial material must be accurate and complete when released for production. Client will have every opportunity to proof all copy and is responsible for technical accuracy. Client signature on proofs or Client approval by email shall constitute agreement that materials are correct as shown. Someone Creative will provide assistance in areas such as headlines, title, language, etc., if needed and requested.
This estimate does not include fees related to the production of original illustration, music or photography unless noted. Additional charges for these services will be specified prior to their being incurred. The usage rights of original artwork must be agreed upon at the time of design approval and prior to contracting negotiations.
Someone Creative will not incur any liability or obligation, financial or otherwise, to any third party based on the creation, production and use of the materials of this project. Client warrants and represents the following with regard to any and all materials 1) submitted to Someone Creative or 2) requested by Client to be included in the work product for which no copyright permission or privacy release was requested: a) Client has all rights necessary for Someone Creative to incorporate the materials into the work product; b) the materials do not infringe on any third party rights; and c) Client shall indemnify and hold Someone Creative harmless for all claims, losses, expenses (including reasonable attorney’s fees), damages, judgments or liability which may arise as a result of or in connection with a breach of these warranties or terms of this Agreement.
Although reasonable Author’s Alterations (“AAs”) are an expected part of the design process and included in this estimate, excessive AAs will be billed additionally for time (at current hourly rate) and material incurred. The estimated expenses associated with the review cycle are based on a process of: (1) branding and print projects: one set of full color comps per sketch followed by up to three rounds of PDFs of the chosen sketch direction for review by the client; or (2) web projects: one PDF or comped storyboard per sketch followed by up to three rounds of PDFs of the chosen sketch direction for revise by the client.
Nothing herein shall be construed to create an employer-employee relationship, joint venture, partnership, agency or fiduciary duty between the Client and Someone Creative. Someone Creative is operating as an independent contractor, not an employee of the Client or any of its subsidiaries or affiliates. The Client will not withhold any amounts for payment of taxes from compensation hereunder. Someone Creative will determine, in its reasonable discretion, the manner and means by which the Proposal services, including production of the Work Product, are accomplished, subject to the requirement that Someone Creative shall at all times comply with applicable law and proper business practices and meet accepted professional and industry standards.
In the event of any dispute arising under this Agreement, the parties shall first negotiate in good faith to resolve the dispute. Any dispute regarding this Agreement shall, at Someone Creative’s sole discretion, either: (1) be arbitrated in the Commonwealth of Massachusetts under rules of the American Arbitration Association and the laws of the Commonwealth and such arbitration shall be binding; provided, however, that irrespective of any specific provision in the rules of the American Arbitration Association, the parties are not required to use the services of arbitrators participating in the American Arbitration Association or pay the arbitrators in accordance with the fee schedules specified in those rules; or (2) be adjudicated in the Commonwealth of Massachusetts under the laws of the United States and/or of the Commonwealth without regard to conflict of laws principles. In the event of a dispute and an award or judgment in favor of the prevailing party, the non-prevailing party shall pay all court costs, reasonable legal fees and expenses, and legal interest on the award/judgment.
Term and Termination
This Agreement shall commence upon the date of Client’s Signature or emails requesting the start of a project, and shall expire upon delivery of all Work Product. Either party may earlier terminate this Agreement, for any reason or for no reason, upon not less than 15 days prior written notice to the other party. In case of termination by Client, Someone Creative will be entitled to payment for all services performed hereunder prior to the date of termination. Someone Creative shall not be responsible for any delays in delivery of Work Product due to Client’s failure to provide materials requested by Someone Creative that are necessary to complete any Work Product, any other delays caused by Client, or Client’s failure comply with any terms of this Agreement.
Someone Creative reserves the right to cease work on and hold all work in progress at any time or to terminate this Agreement, without penalty, should these terms not be met or should Client breach any term of this Agreement.
The failure of either party to require performance under this Agreement shall not affect the full right to require performance any time thereafter, nor shall the waiver by either party of any breach of a provision of this Agreement be held to be a waiver of breach of the Agreement itself. In the event any provision of this Agreement shall be held to be unenforceable or invalid under applicable law or applicable court decision, such unenforceability or invalidity shall not invalidate the Agreement as a whole, or, if it would, shall provision shall be amended to be in compliance with the law or struck entirely from the Agreement.
This Agreement contains the entire agreement between the parties and supersedes any prior agreement or understanding, whether written or oral. The following paragraphs shall survive the expiration or termination of this Agreement: Rights, usage and deliverables; Warranties; Independent Contractor; Disputes; Term and Termination and General. Any amendments to this Agreement must be in writing and signed by both parties.
If you have any questions or concerns regarding these terms, please do not hesitate to call.
Receipt of deposit and/or written emails approving the start of the project indicate acceptance of these terms.