| GO2 Design TERMS & CONDITIONS
Agreement with GO2 Design are subject to the
following terms.
GENERAL WORKING AGREEMENT – This document
defines the terms and conditions of our working
relationship. All projects or services that GO2 Design
may be contracted to produce or provide will be
subject to the following:
WORKING/BILLING PHASES – 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
GO2 Design 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 GO2 Design. For each project, you 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 with approval of the written estimate
(written or oral) will constitute an agreement
between us.
PAYMENT – You agree to pay GO2 Design a nonrefundable
deposit of 1/2 of the project cost before
work can begin. Unless otherwise specified, all
subsequent balances due are payable ON DAY OF
DELIVERY.
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. Client requested changes will be
billed additionally. You 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 Ohio sales tax unless 1) You are a nonprofit
organization; or 2) the work is for resale and you
have submitted a resale certificate to GO2 Design.
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 you and performed by GO2 Design 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.
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. In addition, outside suppliers such a | | service bureaus charge a 100% to 200% markup on
overtime after 6:00 PM and weekends.
NATURE OF COPY – You agree 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 your responsibility to
check proofs carefully for accuracy in all respects,
ranging from spelling to technical illustrations. GO2
Design 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.
TELECOMMUNICATIONS – You shall pay for all
transmissions charges. GO2 Design 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.
OVER RUNS AND UNDER RUNS – You will accept over
runs or under runs that do not exceed 10% of the
quantity ordered on all jobs. GO2 Design will bill for
actual quantity delivered within this tolerance. If
you require a guaranteed quantity, the percentage
of tolerance must be stated at the time of quotation.
KILL FEE - Cancelation of a job before completion
for reasons of timing, money, or change of focus.
Pending artwork for print will be charged a 50% kill
fee for the total amount estimate. All artwork will be
billed at the time logged on the project at the time
of cancellation or kill.
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 – GO2
Design 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, you are 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 you, as
well as work performed, may be retained as security
until all just claims against you are satisfied.
RIGHTS OF OWNERSHIP – Once a project has been
delivered by us and is fully paid for by you, GO2 | | Design 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 GO2 Design, or purchased from a stock agency
on your behalf, remain with GO2 Design artist,
photographer or illustrator. Unless a purchase of
“All Rights” (A Buyout) is negotiated with GO2
Design 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 mockups
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 2 years 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 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,
GO2 Design will transfer to you all your property and
materials in our control and for which you have paid.
You will indemnify and hold GO2 Design harmless
for any loss or expense (including attorney’s fees),
and agree to defend GO2 Design in any actual suit,
claim or action arising in any way from our working
relationship. This includes, but is not limited to
assertions made against you 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 you and
GO2 Design 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 GO2 Design or you. Where production
schedules are not adhered to by you 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 State of
Ohio applicable to agreements entered into and
performed in the State of Ohio. 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. | |