Terms of Service
Fees to be charged and the scope of the work will be described within your estimate including a fee summary for project. Fees will not exceed the amounts outlined without prior approval from the Client.
Kristof Creative (“Consultant”) shall provide the Basic and Supplementary Services specified below.
2.1 Basic Services
Consultant’s services under this Agreement do not include implementation such as printing, fabrication and installation of the Project design. Client and Consultant agree that any such implementation is to be provided by others and Consultant’s services with respect to such implementation shall be restricted to providing specifications. Unless otherwise specified in this agreement, Consultant shall have no responsibility to the providers of such implementation and changes shall be billed directly to the Client. While not responsible for implementation, in a supervisory capacity, Consultant may assume responsibility for paying for such charges and shall be entitled to reimbursement from the Client for implementation costs.
3.0 TERMS OF PAYMENT
The Client shall pay Consultant for the services described in this Contract as follows.
Client shall agree to pay all fees as outlined in the project estimate and any subsequently approved services and/or additional expenses. All services and outside expenses must be paid in full prior to releasing the final files to Client or any publication or vendor.
Consultant accepts company checks as well as VISA, MasterCard, Discover, and American Express. Credit card transactions are processed with a 100% secure connection.
3.2 Outside Expenses
Client shall reimburse Consultant for all expenses arising from the assignment, including the payment of any sales taxes due on this assignment. In negotiating fees and conditions with photographers, illustrators and other suppliers, Consultant acts as an agent of the Client and the Client shall be responsible for honoring agreements that arise from the negotiations. A 15% charge will be applied to all expenses carried by Consultant.
The Client shall be responsible for making additional payments for changes requested by the Client in original assignment. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer Consultant the first opportunity to make any changes.
Consultant shall maintain records of reimbursable expenses and shall make such records available to the Client for inspection on request. Expenses are not to exceed budgeted costs as described in this agreement without Client approval.
3.5 Late Payment
Unless otherwise specified, all payments are due on receipt.
The Client shall pay a service charge of thirty (30) dollars or five (5) percent of the amount due, whichever is greater, for all payments not received within fifteen (15) days.
3.6 Returned Checks
A charge of forty-five (45) dollars or five (5) percent of the face amount of the check, whichever is greater, will be assessed on all returned checks.
Returned checks may result in criminal prosecution according to the Tennessee Code Annotated section 39–14-121 (2003).
3.7 Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
4.0 CLIENT’S OBLIGATIONS
4.1 Client’s Representative
The Client shall appoint a sole representative with full authority to provide or obtain any necessary information and approvals that may be required by Consultant. The Client’s Representative shall be responsible for coordination of briefing, review, and its subcontractors. If after the Client’s Representative has approved a design, the Client or any other authorized person requires changes or requires additional services from the designer, the Client shall pay all fees and expenses arising from such changes as additional services.
All copy provided by the Client shall be in a form suitable for typesetting. Where photographs, illustrations or other visual materials are provided by the Client, they shall be of professional quality and in a form suitable for reproduction without further preparation or alterations. The Client shall pay all fees and expenses arising from its provision of material that do not meet such standards with advance approval of Client. Consultant shall return all materials provided by the Client within 30 days after completion of the project and payment of amounts due.
4.3 Approval of Typesetting and Final Artwork
The Client shall proofread and approve all final type before the production of artwork. The signature of the Client’s Representative shall be conclusive as to the approval of all artwork, drawings and other items prior to their release for printing, fabrication or installation.
4.4 Instructions of Third Parties
The Client specifically grants to Consultant the rights to act on the Client’s behalf to give instructions on behalf of the Client to any person or entity involved in the project, such as photographers, illustrators, writers, printers and fabricators.
4.5 Liability of Consultant
Consultant shall take reasonable precautions to safeguard original or other materials provided by the Client. Consultant shall, however, not be liable for any damage to, or loss of any material provided by the Client, including artwork, photographs, manuscripts, other than or on account of willful neglect or gross negligence of Consultant.
4.6 Limitation of Liability
The Client shall indemnify, defend and hold Consultant harmless from and against all claims, suit damages and expenses, including reasonable attorneys fees, due to uses for which no release was requested in writing or for uses that exceed authority granted by a release.
Client agrees that it shall not hold Consultant or any of their agents or employees liable for any incidental or consequential damages that arise from Consultants’ failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Consultant or a third party.
Modification of the Agreement must be written or delivered electronically, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized in order to progress promptly with the work.
Either party may terminate this Agreement upon giving notice to the other as specified below. In the event of cancellation, Client shall pay expenses already incurred plus thirty (30) percent of the total contract fee as a non-refundable Kill Fee for portions of the work completed by Author but not accepted by Client. Author will retain the rights to the Project and Client shall not use any portion of the Project for any reason. In the event of cancellation before work has proceeded, the Client shall pay a $45 account set-up fee.
5.0 RIGHTS AND OWNERSHIP
All services provided by Consultant under this Agreement shall be for the exclusive use of the Client other than for the promotional use of Consultant.
All original drawings, artwork, specifications and other visual presentation materials remain the property of the Consultant with the exception of the final accepted designs. All materials except those which are part of the accepted design shall be returned, unaltered, to the Consultant.
All preliminary concepts and visual presentations produced by Consultant remain the property of Consultant and may not be used by the Client without written permission of Consultant.
Consultant retains ownership of final accepted designs until paid for, in full, by the Client. If complete payment is not made, Client may not use any part of it. Consultant will be free to sell the design — not the confidential contents — to somebody else.
Consultant shall retain all artwork, drawings and specifications, for which reproducing rights have been granted for specified period from the date of the signing of this Agreement. Upon expiration of this period, all such materials may be destroyed unless the Client has requested, in writing, that they be retained and agrees to pay reasonable storage charges. The Client shall have reasonable access to all such materials for the purpose of review. The specified time for Consultant to retain such materials shall be two years.
Client agrees to only use final provided materials as outlined in the approved project estimate.
5.4 Credit Lines
Consultant and any other creators shall receive (upon Client approval) a credit line with any editorial usage.
6.1 Uniform Commercial Code
The above terms incorporate Article 2 of the Uniform Commercial Code.
6.2 Code of Fair Practice
The Client and Consultant agree to comply with the provisions of the Code of Fair Practice.
6.3 Warranty of Originality
Consultant warrants and represents that, to the best of their knowledge, the work assigned is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that Consultant has full authority to make this agreement; and that the work prepared by Consultant does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of Consultant product that may infringe on the rights of others. Client expressly agrees that it will hold the Consultant harmless for all liability caused by the Clients use of the Designers product to the extent such use infringes on the rights of others.
6.4 Opportunity to Cure
Prior to any claim for damages being made, Client must provide Consultant with reasonable notice of any alleged deficiencies in performance and Consultant shall have a reasonable opportunity to cure any alleged defect in performance.
6.5 Dispute Resolution
Any disputes in excess of $1,000.00 arising out of an Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrators award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorneys fees, and legal interest on any award of judgment in favor of Consultant.
6.6 Samples and Photography
The Client shall provide Consultant with samples of each printed or manufactured design.
Consultant may use such copies and samples for publications, exhibition, or other promotional purposes.
6.7 Sales Tax
The Client shall pay any sales, use, or other transfer taxes that may be applicable to the services provided under this Agreement, including any tax that may be assessed on audit of Consultant’s tax returns.