SERVICE TERMS AGREEMENT

Sheila Patterson Design, LLC

operating under trade name

Apex Creative
7900 E. Princess Dr.
Scottsdale, AZ 85255
480.389.6229 • hi@apexcreative.net

 

 

I. DEFINITIONS

As used herein and throughout this Agreement:

  1. “Agreement” means the entire content of this Basic Terms and Conditions document, the Proposal document(s), and any other supplements designated below.
  2. “Parties Involved.” This Agreement is entered into between the person or entities as outlined in the Project Proposal, “CLIENT,” and Apex Creative. Outside or third parties will be referred to as such.
  3. “Project” refers to the Service and scope of service as agreed upon in the Proposal.
  4. “Project Proposal” also referred to as the Proposal. This means the Project Proposal Agreement, a separate document outlying the specifics of the Project itself, including, but not limited to, its cost, schedule, and scope. Terms that are specified within the Proposal shall overwrite any general terms within this Agreement.
  5. “Deliverables” means the service and work products specified in the Proposal to be delivered by Apex Creative to CLIENT, in the form and media specified in the Proposal, and on the date specified in said Proposal.
  6. “Quote” or “Estimate” means a verbal or written price provided by Apex Creative to CLIENT, based on the Project Proposal. This quoted cost is only valid and binding as long as is provided in the Proposal, and it may be subject to change as the Proposal or scope of the Project is changed.
  7. “Fees.” Any monies due or incurred in consideration of the Services to be performed by Apex Creative as described in the Proposal. CLIENT shall pay to Apex Creative fees in the amounts and according to the payment schedule set forth in the Proposal.
  8. “Errors” refers to any spelling or grammatical error in the copy of the Project, as well as flaws in the design such as but not limited to, copy inaccuracies, color inaccuracies, overlap of elements, poor cropping, inaccurate placement of elements, etc. Omissions are also counted as Errors.
  9. “Confidential Information” means any information that either CLIENT or Apex Creative wishes to remain confidential, such as but not limited to, trade secrets, personal information, and passwords.
  10. “Revision” and a “Round of Revision” means a one time editing session or proof done by Apex Creative; i.e., a text change and a photo edit requested at a single time (rather than separately) counts as one round of revisions.  Likewise, the opposite is also true: a text change requested at a certain time followed by a photo edit request later constitutes as two rounds of revisions. It is CLIENT’s responsibility to note all changes or edits before requesting them to consolidate Revisions.

 

II. TERMS OF AGREEMENT

By working with Apex Creative, CLIENT enters into this Agreement, and agrees to the terms of this Agreement. CLIENT acknowledges that this is a binding contract.

 

III. COST QUOTE, AGREEMENT TO PAY, and CHANGES TO SCOPE OF WORK

Once CLIENT has agreed to the terms and conditions of the Quote outlined in the Proposal provided by Apex Creative, CLIENT agrees also to pay that amount in full. Revision details are outlined in the Proposal. Additional draft rounds thereafter are excluded from this cost estimate and will be subject to either additional charges or a new Project Proposal. Quote does not include additional costs incurred for Developer, Photographer, Copywriter, supplies, or Printer costs, unless otherwise specified. CLIENT is responsible for all fees required by third parties.

A non-refundable down payment, as outlined in the Project Proposal, is required before the Project begins. The remaining balance and any additional Fees are due within 30 (thirty) calendar days after Deliverables are submitted. A monthly Late Fee of 15% will be added each additional calendar month to remaining balance if not paid in full 30 (thirty) days after Project completion. Any payments received after 30 (thirty) calendar days will be applied to the penalty charges first and then to any remaining balance.

CLIENT may cancel Project at any time for any reason, but is subject to a Cancellation Fee in the amount of 25% of the total Project Estimate. CLIENT agrees that early termination of the Project doesn’t negate their responsibilities for paying all monies due, unless expressly agreed upon in the Project Proposal or other documentation that Apex Creative agrees to beforehand. Additionally, once this contract is fulfilled as outlined in the Proposal, regardless of whether or not the Project is used, CLIENT shall make no demands for a refund. Apex Creative has the right to cancel the Project at any time for any reason, but will offer CLIENT either a) a full refund, or b) keep the deposit, and provide CLIENT with any and all files in progress pertaining to the Project.

Revisions or CLIENT’s alterations to the Scope of work shall obligate CLIENT to additional fees and costs. These may include but are not limited to: changes made to copy after the final copy has been submitted; changes made to the design once layouts, website design, or site map have been approved; extensive alterations; retrieving and sending files; photo editing; copywriting; communicating with third Parties; a change in marketing objectives on the part of CLIENT and new work requested by CLIENT after the execution of the Agreement.

All production costs are based on the assumption that copy/content will be provided electronically to Apex Creative in either a Word, Text, Email or other text document.

Change orders will be prepared by Apex Creative and provided to CLIENT outlining the changes to the Scope of work, and any additional costs for those changes. CLIENT agrees to pay Apex Creative additional fees and costs for said revisions or alterations at Apex Creative’s current hourly rate. If Apex Creative is unable to meet the delivery schedule set forth in the Agreement due to delays by CLIENT or changes requested by CLIENT in the Scope of work, Apex Creative may, at their discretion, revise the production schedule as necessary and provide for adjustments in the costs for the Project.

 

IV. Apex Creative RESPONSIBILITIES

Apex Creative agrees to work diligently and honestly to provide CLIENT with the best possible service and end product. CLIENT will not be charged for an amount higher than the total Quote originally provided, with the exception of additional changes that go beyond the Project Proposal Scope. Apex Creative agrees to see Project through to completion, on time according to the Proposal Schedule, and ensuring that the finished Project meets or exceeds CLIENT’s expectations.

Apex Creative will maintain a professional and ethical work approach, and agrees to reasonably travel as needed, to accommodate meeting or communication with CLIENT as requested, and to provide work in progress, samples, mock-ups, and completed work on a timely basis. Apex Creative agrees to be reachable and return emails or calls in a timely fashion (within one [1] business day), unless unforeseen circumstances or other plans have been communicated with CLIENT.

 

V. CLIENT RESPONSIBILITIES

CLIENT agrees to accommodate meeting or communication with Apex Creative as requested, and to provide as much information to the best of their abilities as possible throughout Project. CLIENT understands that, unless specified in the Proposal, that all materials given to Apex Creative must be ready for implementation; any such materials needed for Project must also be provided according to schedule. CLIENT agrees to be reachable and to return emails or calls in a timely fashion (within two [2] business days), unless unforeseen circumstances or other plans have been communicated with Apex Creative.

CLIENT acknowledges and agrees that any work that falls outside of the Project Proposal’s Scope will a) incur new charges billed by the hour, and/or b) require a new Project Proposal, and/or c) require a new and adjusted time frame.

Additionally, CLIENT agrees that Apex Creative’s ability to meet any and all schedules is entirely dependent upon CLIENT’s prompt provision of materials, instruction, approvals, etc. pursuant of the Project Proposal. Further, any delays or changes to the Project may delay delivery of Project Deliverables. Any such delay caused directly or indirectly by CLIENT shall not constitute a breach of any term, condition or Apex Creative’s obligations under this Agreement, nor will Apex Creative be held financially or otherwise responsible in said instance.

CLIENT agrees not to provide their own mock-ups, comps, proofs, or sketches.

 

VI. ACCREDITATION, PROMOTION, and COPIES OF WORK

At Apex Creative’s discretion, all displays and/or publications of the Deliverables shall bear accreditation and/or copyright notice in Apex Creative’s name, in the form, size and location as incorporated by Apex Creative in the Deliverables, or as otherwise directed by Apex Creative. Apex Creative retains the right to reproduce, publish and display the Deliverables in Apex Creative’s portfolios and websites or other media for the purposes of recognition of creative excellence or self-promotion, and to be credited with the authorship of the Deliverables in connection with such uses. Either party may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials. CLIENT also agrees, at Apex Creative’s request, to provide Apex Creative with at least five (5) copies of any final printed work for such promotional use. All websites completed by Apex Creative will provide credit in the footer as follows: “Website by Apex Creative” with a hyperlink to http://apexcreative.net.

Apex Creative agrees not to promote or showcase any finished work until it has been publicly published or otherwise made available to the public.

 

VII. INTELLECTUAL PROPERTY

According to U.S. copyright laws, Apex Creative automatically reserves and owns all rights to any and all intellectual property created or designed throughout the Project. CLIENT may opt to purchase the native files or the rights to Apex Creative’s intellectual property at Apex Creative’s discretion, for an additional fee which shall be detailed in the briefing process and final Proposal as requested. The Proposal will also detail how the Deliverables may be used, for how long, and by whom.

 

VIII. NON-EXCLUSIVITY

The Parties express acknowledgement that this Agreement does not create an exclusive relationship between the Parties. CLIENT is free to engage others to perform services of the same or similar nature to those provided by Apex Creative after the project is completed. Bringing another design firm or designer into the project while it is still in production is in violation of this contract, and the project will be immediately terminated and all monies due must be paid. Apex Creative shall be entitled to offer and provide design services to others, solicit other CLIENTs, and otherwise advertise services offered by Apex Creative, including but not limited to, entities of the same or similar industry as CLIENT.

 

IX. CONFIDENTIALITY

Each Party acknowledges that in connection with this Agreement they may receive certain confidential or proprietary technical and business information and materials of the other Party. Each Party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as is necessary to perform its obligations under the Project Proposal, except as may be required by court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving Party, or is properly received by a third party without an obligation of confidentiality.

In the event of a Confidentiality/Non-Disclosure Agreement, it shall be limited in its scope, and must end by a set date once the project is complete.

 

X. ERRORS and OMISSIONS

Apex Creative agrees to do all work in a professional manner, to pay attention to detail, and to correct any errors as they become apparent. However, Apex Creative and CLIENT understands that the responsibility of submitting error-free work rests solely on CLIENT in the form of carefully proofing and signing off on all work delivered to CLIENT by Apex Creative. Once CLIENT signs off on final proof(s) provided by Apex Creative, CLIENT acknowledges that Apex Creative will not be held responsible, financially or otherwise, for any errors or omissions found thereafter. Therefore, CLIENT understands and agrees to their responsibility to carefully proof their Project before it goes to Print or goes live, whichever is applicable according to the Project Proposal.

 

XI. PROJECT COMPLETION

Apex Creative will provide CLIENT with a Project Proposal that outlines specific timelines and milestone completion dates. Apex Creative and CLIENT agree to reasonably keep to the schedule as outlined in the Proposal, notwithstanding changes requested by CLIENT or unforeseen circumstances. If CLIENT delays the project without warning or explanation and breaks off communication, CLIENT is still liable for any outstanding balances. Further, the Apex Creative holds the right to terminate the Project after thirty (30) days of no communication.

CLIENT understands that Printers will have their own set schedules, which may change without notice. Apex Creative will attempt, if requested by CLIENT, to obtain a print completion date for CLIENT which is both reasonable and cost effective. CLIENT does not hold Apex Creative responsible for changes in Printer’s schedule(s).

Once Project Deliverables are submitted as outlined in the Proposal, and once CLIENT has paid the remaining balance to Apex Creative, this Agreement is fulfilled. Any additional or new work requested by CLIENT will require a new Agreement and Project Proposal, of which participation by either party will be non-compulsory.

 

XII. COMPULSORY PROJECT COMPLETION

In the event that no project progress has been made for thirty (30) calendar days, and CLIENT does not acknowledge or return communication with the Apex Creative, the Project shall then be deemed complete and the CLIENT will be billed for the remaining balance.

If the Project continues on past one (1) year past its starting date with no progress, the Project may be canceled or marked as complete, and the total Project cost will be due, along with any outstanding balances.

 

XIII. REFUSSAL TO PAY

In the event that CLIENT refuses to pay any invoices due, it is within Apex Creative’s right to do the following (project dependent): refuse delivery of printed materials; refuse delivery of PDFs, proofs, or native design files; remove or take down parts of CLIENT’s website; submit CLIENT invoice to collection agency; refuse to do additional work for CLIENT.

 

XIX. SEVERABILTY

If any provision of this Agreement shall be deemed void in whole or in part for any reason whatsoever, the remaining provisions shall remain in full force and effect.

 

By signing the Project Proposal, CLIENT acknowledges that they have read and understood the terms described here in this Service Terms Agreement, and that they agree to follow them as outlined.

 

By signing the Project Proposal, Apex Creative acknowledges that they have read and understood the terms described here in this Service Terms Agreement, and that they agree to follow them as outlined.