1. Time for Payment
Payment is due at each milestone due date as noted in the Production Schedule. All invoices for Billable Expenses are payable upon receipt of
service charge is payable on all overdue balances of milestone payments and Billable Expenses. XDP retains all rights to all intermediate
deliverables submitted at each milestone. The grant of any license or right of copyright to the Client is conditioned on receipt of full payment by the
Client of the Total amount and all Billable Expenses.
2. Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
3. Estimates
If this form is used for an estimate or assignment proposal, the fees and Billable Expenses shown are minimum expenses only. Final fees and Billable Expenses shall be shown when invoice is rendered. The Client's approval shall be obtained for any increases in fees or expenses that exceed the original estimate by twenty percent (20%) or more.
4. Billable Expenses
The Client shall reimburse Xstreme Design & Printing (XDP) for all direct and indirect billable expenses arising from this assignment, regardless of whether the assignment is Cancelled or Terminated. Billable Expenses include but are not limited to costs of commissioning images or subcontracting talent, software or run-time license costs, the payment of any sales tax due on this assignment, any travel, research, postage and delivery, photocopying, design fee or labor and storage media expenses. The markup charged by XDP for supervisory and handling time on all Billable expenses shall be 10% percent of the Billable Expenses incurred. The Client shall advance 100% to XDP upon the acceptance of the Graphic Design for payment of said Billable Expenses.
5. Client's Alterations
There shall be no charges to the Client for revisions or corrections or additions made necessary by errors on the part of XDP. Any other changes requested by the Client shall be considered Client's Alterations if they are requested after the acceptance of design comps. Any changes and additions not due to the fault of XDP and requested by the Client before the approval of acceptance of design comps are not considered Client's Alterations. The Client shall be responsible for making additional payments at the rate noted herein for any Client's Alterations and any other changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer XDP the first opportunity to make any changes.
6. Acceptance Procedures
Unless otherwise noted in Acceptance milestone dates of the Production Schedule, during the Review Period within 3 calendar days of a Delivery, the Client shall either accept the deliverable and make the milestone payment set forth in the Production Schedule, or provide XDP with written notice of any corrections to be made and a suggested date for completion of the corrections which should be mutually acceptable to both XDP and the Client, or provide a written notice of assignment Termination if the work is found not to be reasonably satisfactory. The Client can Terminate the assignment only during process prior to acceptance of design comps. Any other termination of the Assignment shall be considered a Cancellation subject to the stipulations of Item 7. XDP shall designate TERENCE JENT and the Client shall designate one said emploee as the only designated persons who will send and accept all deliverables and receive and make all communications between XDP and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed above. Each party has the right to change its designated person upon 5 calendar day(s) notice to the other.
7. Cancellation
The Client may declare the Cancellation of the assignment for reasons not related to assignment Termination defined in Item 6. In the event of Cancellation of this assignment by the Client, any milestone payments made prior to cancellation shall be retained by XDP. In addition, if cancellation is prior to the delivery of the Design Comps, a cancellation fee of 10% of the balance shall be paid by the Client. If the cancellation is after the delivery of the design comps, the cancellation fee shall be one hundred percent (100%) of the balance of all remaining dues. Regardless of when the project is cancelled, all billable expenses already incurred by XDP is liable to pay for shall be paid by the Client in full
8.Assignment Termination
In the event that work in process is found by the client not to be reasonably satisfactory in accordance with the Acceptance Procedures in Item 6, the client may pay a termination fee to terminate the assignment as outlined in Item 7. Please note all print items will be delivered within 7-15 business days after clients acceptance of Design Comps and FULL PAYMENT OF TOTAL INVOICE.
9. Ownership and Return of Artwork
The Client acknowledges and agrees that XDP retains ownership of all original artwork, in any media, including digital files, whether preliminary or final. The Client waives the right to challenge the validity of XDP's ownership of the art subject to this agreement because of any change or evolution of the laws. The Client shall return such artwork within thirty (10) days of use unless indicated otherwise below:
10. Copy Protection
The Client must protect all final art which is the subject of this agreement against duplication and alteration.
11. Credit Lines
XDP does in no way extends credit, all invoices are due upon receipt.
12. Releases
The Client shall indemnify XDP against all claims and expenses, including reasonable attorney's fees, due to Client's uses for which no release was requested in writing from XDP or for Client's uses which exceed authority granted by a release by XDP.
13. Modifications of the Agreement
Modifications of the Agreement must be written, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized by the Client in order to progress promptly with the work.
14. Code of Fair Practice
The Client and XDP agree to comply with the provisions of the Code of Fair Practice, a copy of which may be obtained from the Joint Ethics Committee.
15. Warranty of Originality
XDP warrants and represents that, to the best of its knowledge, the work assigned hereunder 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 XDP has full authority to make this agreement; and that the work prepared by XDP 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 XDP's product which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD XDP HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT's USE OF XDP's PRODUCT TO EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.
16. Limitation of Liability
Client agrees that it shall not hold XDP or its agents or employees liable for any incidental or consequential damages which arise from XDP's 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 XDP or a third party. Furthermore, XDP disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.
17. Dispute Resolution
Any disputes in excess of five hundred ($500) US dollars arising out of this Agreement shall be submitted to binding arbitration before the firm at the discretion of XDP or a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator's 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 attorney's fees, and legal interest on any award of judgment in favor of XDP or the client.
18. Delay of Project
Any delay of project by the client will be billed in the following manner. If a request for data, text, images, general information is made via phone, email, or fax for said or any such information the client shall provide such information within 5 days from the date the requests was made. If such information is not provided a total of 10% of the total project amount will be billed to the client per day for each day the client does not provide such information, in turn each day of delay will equal to 5 days of delay of services rendered.
19. Acceptance of Terms
The signature of client shall be evidence of acceptance of these terms within this agreement. The signature of Xstreme Design & Printing is not required on this document. Xstreme Design & Printing is bound to this document and the terms within. |
