Cost, Fees and Payment:
The total cost ("Total Cost") for all Services is due in full by . Client shall pay the Total Cost to Designer as follows:The first payment is a non-refundable retainer. At a minimum, Client agrees that the retainer fee fairly compensates Designer for committing to provide the Services and turning down other potential projects/clients.
Client has spent a satisfactory amount of time reviewing Designer's work and has a reasonable expectation that Designer will perform the Services in a similar manner and style unless otherwise specified in this Agreement.
Designer will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with the Designer's current portfolio and Designer will try to incorporate any reasonable suggestion made by Client.
However, Client understands and agrees that:
1. Every client is different, with different tastes, budgets, and needs;
2. Services are often a subjective art and Designer has a unique vision, with an ever-evolving style and technique;
3. Designer will use its artistic judgment when providing Services for Client, which may not include strict adherence to Client’s suggestions;
4. Although Designer will use reasonable efforts to incorporate Client’s suggestions and desires when providing Client with the Services, Designer shall have final say regarding the aesthetic judgment and artistic quality of the Services.
5. By engaging in a working agreement with Designer, Client agrees that Designer may exhibit the designs they produce for Client in the Designer's own showcase/portfolio as an example of Designer's work.
Limit of Liability:
Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Designer.
Loss of Product
In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, Designer shall refund Client a pro-rated portion of the Total Cost based on the amount of Services that were completed/provided against the amount of Services that were agreed to be completed/provided.
Client agrees to indemnify, defend and hold harmless Designer and its affiliates, employees, agents and independent contractors for any injury, property damage, loss, liability, claim or other cause of action arising out of or related to Services and/or product(s) Designer provides to Client.
Unless otherwise provided herein, Client shall pay additional charges for all changes requested by Client which are outside the Scope of the Services on a time and materials basis, at Designer’s standard hourly rate of per hour, or in an amount separately agreed upon in writing in advance of the change. Such charges shall be in addition to all other amounts payable under this Agreement despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadline as required by such Changes.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within seven (7) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) days following Notice given by it, the other party may thereafter terminate this Agreement upon Notice.
Failure to Perform Services
In the event Designer cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:
1. Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and
2. Attempt to find another competent professional to take its place with the mutual agreement of Client(s);
3. If another competent professional is not available or Client(s) do not agree to transfer of obligations to said alternate professional, Company will issue a refund or credit based on a reasonably accurate percentage of services rendered; and
4. Excuse Client(s) of any further performance and/or payment obligations in this Agreement.
The Client(s) expressly agree(s) to take best efforts to provide [Designer] and Designer's staff with a safe and appropriate professional relationship. In the event of circumstances deemed to present a threat or implied threat of injury or unprofessional, harassing language or behavior to [Designer's] staff, [Designer] will make reasonable efforts to notify the Client(s). If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time, [Designer] shall resume work in accordance with the original terms of this Agreement. If the inappropriate behavior continues, the Client(s) will agree to relieve and hold [Designer] harmless as a result of incomplete services under this Agreement, or for a lapse in the quality of the [Designer's] work. The Client(s) shall be responsible for payment in full, regardless of whether the situation is resolved or whether [Designer] resumes work detailed in this Agreement.
Health & Safety
Client(s) further understand that [Designer] complies with all health and safety laws, directives, and rules and regulations. Client(s) expressly agree(s) that during the project [Designer] and [Designer's] agents and contractor's will not be exposed to severe illness, or request the [Designer] to do anything illegal or unsafe. Further, [Designer] will not provide services in any location or area deemed to be unsafe in its sole discretion, including, but not limited to, areas affected by communicable diseases, quarantined areas, or other similar occurrences. Under any of these circumstances, [Designer] reserves the right to end the project immediately. [Designer] shall be entitled to retain all monies paid and Client(s) agree to relieve and hold [Designer] harmless as a result of incomplete project, or for a lapse in the quality of the [Designer's] work.
The laws of the State of Georgia shall govern all matters arising out of or relating to this Agreement, including torts.
If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.
Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:
1. Method: Email
Designer's Email: firstname.lastname@example.org
This Agreement constitutes the final, exclusive agreement between the parties relating to the and Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
The parties may amend this Agreement only by the parties’ written consent via proper Notice.