TERMS AND CONDITIONS

The terms of business listed applies to all work which we undertake for our clients unless, by exception, some other arrangement is made in writing. The issuing of instructions following receipt of these terms of business by a client will constitute acceptance.

In the context of this contract the term 'Agency' covers all aspects of writing, artwork origination, printing and warehousing.

NOTE: Acceptance of these standard terms is required for all projects. If you have any questions, please call us at 425.652.2750.

PRICING & PAYMENT TERMS - Projects are billed hourly or by-the-project, depending on the scope of the work. Flat-rate projects are generally billed in 50% increments. Specific fees and terms will be detailed in your project estimate. To receive a project estimate you must submit the specifications of your job. Invoices are due upon receipt unless otherwise noted / arranged. Fees are non-refundable

PROJECT ESTIMATES - Studio X Agency makes an effort to be as accurate and complete in project estimates as possible. If it is necessary to go beyond the time allocated we will notify you in advance as the time approaches. This happens only in the case where excessive changes are requested by the client. Additional time if required is billed hourly.

CLIENT SATISFACTION - Studio X Agency  thrives on repeat and referral business – most of our clients have been working with us for a number of years and feel very comfortable referring friends, colleagues and peers. It is a top priority that clients' expectations are not only met but exceeded.

THE PROCESS - With most print projects (logos, brochures etc.) the client is presented with 2-4 different design options (see project estimate; if more or less options are desired please let Studio X Agency know and the estimate will be adjusted). The client and designer discuss these options and make decisions as to the direction of the piece. Based on these decisions the designer completes the layout/related work and presents the final piece to client for approval. Minor revisions are anticipated (1-2 rounds) at this point but major design/content changes may be beyond the scope of the estimate. Final client approval is received, final design fees are paid and printing fees are determined.

FOR WEB DESIGN PROCESS the process is similar: designer presents a site map along with 2-3 design options for client review; the client and designer discuss these options and make decisions regarding design and content. From here the actual web site "prototype" is developed. Upon completion of prototype designer uploads the web site for client to look at "live" on the web. After reviewing client requests minor revisions to content (any major changes to the structure or design at this stage may be beyond the scope of the estimate). Final changes are made and the web site is made "live" on the web.

APPROVALS - Work in progress not yet approved by client beyond 30 days shall be billed.

PRINTING - Printing fees are billed up front when design services are completed.  Studio X Agency prefers send  work to its sister company Stepprinting.com if files cannot be printed here and are of the custom nature to be printed on a different material stock then Studio X Agency will use printers of its source but will gladly collaborate with a client favorite as long as they are technologically compatible and current. The designer's time to oversee printing and to check proofs is billable if not included in estimate. If the client chooses to oversee printing themselves there is no print management fee, but Studio X Agency will not be responsible for the quality of print jobs not managed by the designer

PROOFREADING - Designers are not trained proofreaders, and while every effort will be made to ensure accuracy it is recommended that the client hire the services of a professional proofreader BEFORE the job goes to press. David can gladly recommend one at a nominal rate ($30-40hr). Web sites can be easily updated so proofreading is not as critical.

PROOFS & DRAFTS - All work may be submitted for client's approval and the Agency shall incur no liability for any errors not corrected by the client in works so submitted. Clients alterations and additional proofs necessitated thereby shall be charged extra. When content, style, type or layout is left to the Agency judgment, changes there from made by the client shall be charged extra. No responsibility will be accepted for differences between proofs and work supplied to the client where the methods of production differ. If revised proofs are desired, request must be made when proofs are returned. A reasonable variation in color between color proofs and the completed job shall constitute acceptable. Revisions will be billed at $75.00 per hour. Studio X Agency. will make every effort to ensure the final product is free of grammatical and spelling errors, before giving the final product to the client. It is agreed that it is the client's or companies responsibility to ensure that there are not spelling or grammatical errors contained in the final product. It is agreed that Studio X Agency.is not responsible or held liable for any errors contained in the final product after the final product has been committed to point or posted in view of the public.

The CLIENT will be ultimately responsible for final approval of all proofs. The designer will coordinate this with you and request you to "sign off". It is important to make all final corrections BEFORE the files go to the printer to avoid delays and excess fees.

POSSIBLE EXPENSES – Figures for outside costs represent estimates obtained from suppliers based on the described scope of work before the project has been designed, and is not firm. Firm quotations for all major outside costs will be submitted for client approval before any expenses are incurred. Miscellaneous out-of-pocket expenses such as couriers, color laser proofs materials and font purchases (if required for final design) will be billed as incurred. Unless other wised agreed, all out-of-pocket expenses will be billed and will include a standard markup of 18% to cover time and costs involved. The client will always be notified to approve any expense over $30. The following is a list of possible standard expenses that clients should be aware of:

STANDARD EXPENSES FOR PRINT PROJECTS – (1) major revisions requested late in the design process (2) royalty fees/usage rights for photographs or illustrations (if used) (3) hiring a proofreader (4) time for designer to check proofs & time on press (if not included in estimate) (5) printing fees (6) proofs & color outputs (7) high resolution image scanning (required for color printing) (8) disks, shipping & courier fees.
           
STANDARD EXPENSES FOR WEB PROJECTS – (1) major revisions requested late in the design process 2) royalty fees/usage rights for photographs or illustrations (if used) (3) Internet Service Provider fees ($10-50/mth., billed to a credit card provided by client) (4) domain name registration ($20-35 per yr.) ongoing web site maintenance (if requested by client).

LOGO RESEARCH / LEGAL - Please note that Studio X Agency does NOT offer or provide logo research or registration services. An attorney is recommended for this complex service. We do not assume responsibility or any liability in the event that a name, slogan or design conflicts in any way with an existing name, slogan or design. If this situation arises, we will provide adequate time at our expense to alter the logo in such a way that it no longer conflicts. This may be done up to 9 months from completion of the original logo. It is highly advisable that clients research and register their COMPANY NAME with the US Patent & Trademark Office, by themselves or through a trademark attorney, and with their state / province, before proceeding with design services. The name should be thoroughly researched to ensure there are no similar or exact names exist in the same industry. This is not legal advice but a recommendation to ensure efficiency.

COPYRIGHT OWNERSHIP: Under U.S. copyright law, the designer is the owner of all files and artwork created for the client, and client shall be the owner of the end product (i.e. a printed brochure). Release of electronic files to the client is at the discretion of the designer. Copyright ownership may be transferred for a flat fee via a "copyright transfer" contract.  Please refer to this website for more information http://www.copyright.gov/circs/circ1.html#hsc

If you require any further information on permitted use, or a license to republish any material, e-mail us at studioten@comcast.net or address your inquiry to Telephone: 425.652.2750, Facsimile: 206.260.2462

OWNERSHIP OF ARTWORK - Studio X Agency. retains ownership of all its own original artwork or parts contained therein, whether preliminary or final. Studio X Agency. has all rights to the art unless specified by the artist or client. If any job is used for other than specified, Studio X Agency. must be informed of usage for said job and will be compensated for additional usages. The project fee will include any fees for rights released to the client, and rights released will be stated in the letter of agreement. Use of the design(s) beyond the agreed-upon rights will incur an extra fee.

CLIENT WARRANTIES - Client warrants that their supplied Properties (i.e. logos, images, etc.) will not knowingly violate any law or regulations or infringe upon or violate the copyright, trademark, or other proprietary right(s) or confidential information of any third party, or violate any right of privacy. If these representations shall be untrue or this warranty is breached, client agrees to hold harmless Studio X Agency,LLC as well as any of its' officers, directors, employees and agents, from any and all liability, damages, losses, claims, actions, judgments, and costs, including attorney's fees, arising as a result of any infringement upon the rights of a third party.

RESERVATION OF RIGHTS - Unless specified to the contrary on the front of this form, any grant of rights shall be limited to the United States for a period of one year from the date of invoice. If the grant is for magazine, usage shall be first North American serial rights only. All rights not expressly granted shall be reserved to Studio X Agency. including but not limited to all copyrights and ownership rights in photographic, graphic design, and illustration material which shall include but not be limited to transparencies, negatives, prints, proofs, and comps. Client shall not modify directly or indirectly any photographic or graphic materials, and illustrations whether digitized encodations or any other form or process now in existence or which may come into going in the future without the express, written consent of Studio X Agency.

ADDITIONAL USAGE - If client wishes to make additional uses, client shall seek permission from Studio X Agency. and pay additional fees to be agreed upon. Electronic proofs are property of Studio X Agency. and cannot be used for any other ideas obtained by proof, except upon compensation from client, to be determined by Studio X Agency. and not expressly identified and included in the selling price.

PRODUCTION SCHEDULE - Production schedules will established and adhered to by the client and Studio X Agency, provided that neither shall incur and liability or penalty for delays due to state of war, riot, civil disorder , fire, labor trouble, strikes, accidents, energy failure, equipment breakdown, delays of suppliers or carriers, action of government or civil authority and acts of God or other causes beyond the control of client or Studio X Agency. Where production schedules are not adhered to by the client, final delivery date(s) will be subject to renegotiation.

 

RUSH CHARGES
• Same-Day Rush - Add 50% to total cost of job.
• Next-Day (24 hours) - Add 35% to total cost of job.
• Second-Day (48 hours) - Add 20% to total cost of job.
• Three-Day (72 hours) - Add 15% to total cost of job.
• Four-Day (96 hours) - Add 10% to total cost of job.
• No rush charge for orders allowing 5 or more working days.

PRELIMINARY WORK - All work carried out, whether experimentally or otherwise, at client's request shall be charged at a rate of $50.00 per hour.

Spec - We do NOT do work on speculation ("on spec"). Doing spec work is considered an unfair business practice for a variety of reasons, and both parties lose out when this principle is violated. A few reasons are that the artist may put in several hours' worth of work and possibly not get paid for it, and the client will usually not receive the best design for their project because no time or money for adequate research has been allowed. Also, paying work will always take priority over spec work. Our portfolio is included on our site to give you an idea of what we can do, and we will have hard copies for you to review at the initial consultation, depending on your needs. We will also be happy to give you a list of references.

COPY - A charge may be made at the rate of $50.00 per hour to cover any additional work involved where copy supplied is not clear and legible or if digital information requires additional work to utilize.

TRAVEL EXPENSES - Client shall reimburse designer travel expenses at a rate of .45 per mile. This will include any travel expenses for there said project which will include gas to and from clients, print houses and overseeing production of various projects in and out of state.

DELIVERIES AND PAYMENT
(a) Delivery of work shall be accepted when tendered and thereupon or, if earlier, on notification that the work has been completed the ownership shall pass and payment shall become due.
(b) A charge may be made to cover costs involved for delivery.
(c) Should expedited delivery be agreed an extra cost may be charged to cover any overtime or any other additional costs involved.
(d) Should work be suspended at the request of or delayed through any default of the client for a period of 30 days the Agency shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
(e) The client will assume any shipping or insurance cost related to the project. Any alteration or deviation from the above specifications involving extra costs will be executed only upon approval with the client. The designer shall not incur any liability or penalty for delays in the completion of the project due to actions or negligence of client, unusual transportation delays, unforeseen illness, or external forces beyond the control of the designer. If such event(s) occur, it shall entitle the designer to extend the completion/delivery date, by the time equivalent to the period of such delay.

VARIATIONS IN QUANTITY - Every endeavor will be made to deliver the correct quantity ordered, but estimates are conditional. Overruns or Underruns not to exceed 10% on the quantities ordered up to 1,000 copies and/or the percentage agreed upon over or under quantities ordered above 1,000 copies shall constitute acceptable delivery. Studio X Agency. will bill for actual quantity delivered within this tolerance. If the client requires guaranteed "no less than" delivery, percentage tolerance of overage must be doubled.  Acceptable overruns will be billed as a separate line item. Prices are subject to change without prior notice. Silk screened apparel often is subject to 2% of error when printing, position location and setup occur.

CANCELLATION - In the event of cancellation of the assignment ownership of all copyrights and the original artwork and disks shall be retained by Studio X Agency. and a cancellation fee for work completed, based on the contract price and expenses already incurred, shall be paid by client

CLAIMS - Advice of damage, dissatisfaction of condition, delay or partial loss of goods in transit or of non-delivery, must be given in writing to the Agency and the carrier within three clear days of delivery. (In the case of non-delivery, within 28 days of dispatch of the goods) All other claims must be made in writing to the Agency within 7 days of delivery. The Agency shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the client proves that it was not possible to comply with the requirements.

LIABILITY - The Agency shall not be liable for any loss to the client arising from delay in transit not caused by the Agency.

THIRD PARTY SHIPPING - In the event any material necessary for the production of the project must be shipped to a third part for additional processing, typesetting, photographic work, color separations, press work or binding, the designer will incur no liability for losses incurred in transit, or due to the delay of the shipper of the third party.

STANDING MATERIAL - (a) Metal, film, glass and other materials owned by the Agency and used by us in the production of proofs, plates, negatives, positives and the like shall remain his exclusive property. Such items when supplied by the client shall remain the clients property.

CLIENTS PROPERTY - Except in the case of a client who is not contracting in the course of a business nor holding himself out as doing so, clients property and all property supplied to the Agency by or on behalf of the client shall while it is in the possession of the Agency or in transit to or from the client be deemed to be at clients risk unless otherwise agreed and the client should insure accordingly.

MATERIALS - supplied to the client responsibility will not be accepted for imperfect work caused by defects or unsuitability of materials so supplied or specified.

PREPARATORY MATERIALS - Preparatory work performed at the client's request, such as sketches, drawings , composition, disks, plates, presswork, and materials will be charged at current rates and may not be used without the consent of Studio X Agency. artwork, type, negatives, positives, plates, disks, and other items when supplied shall remain Studio X Agency. exclusive property unless otherwise agreed in writing.

INSOLVENCY - If the client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company deemed unable to pay its debts or being a person that commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:

i. have the right not to proceed further with the contract or any other work for the client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the client, such charge to be an immediate debt due to him or her.

ii. in respect of all unpaid debts due from the client have a general lien on all goods and property in his or her possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.

ILLEGAL MATTER - The Agency shall be indemnified by the client in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material produced for the client. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.

INDEMITY AGREEMENT - The Agency shall be under no liability if he or she shall be unable to carry out any provision of the contract for any reason beyond his or her control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the client may pay for work done and materials used, but subject thereto shall otherwise accept delivery when available. The client further agrees to indemnify and hold harmless Studio X Agency. for claims of any nature whatsoever pertaining to the services and goods provided. This includes the loss of client furnished proofs and materials, missing projected deadlines set for the completion of work, and loss of any information stored in Studio X Agency. computers. Additionally, this indemnity Agreement includes claims relating to any software or other copyrightable materials furnished by the client, and from any and all copyright claims and/or misappropriations of trade secrets and/or any claim of theft of proprietary information.

LAW - These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of Washington

DISPUTE RESOLUTION - Any disputes in excess of one thousand (1000) US dollars arising out of the Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutual 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 cost's reasonable attorney's fees, and legal interest on any award of judgment in favor of Studio X Agency.

ADDITIONAL FEES FOR OFFLINE DIGITAL & ELECTRONIC GRAPHIC DESIGN
• Transfer of original files (percent of original fee) 50%-125%
• Reuse for indicated uses in this market (percent of original fee) 100%-150%
• Rush Fees (percent of original fee) 50%-$200%
• Unlimited use, no time or geographical limits (percent of original fee) 100%-300%
• Unlimited use, for 1 year with geographical limits (percent of original fee) 100%-300%

PROMOTIONAL USE: Studio X Agency may reproduce any design, artwork or layout in promotional materials such as brochures, mailers, and on this web site. If you do NOT want your project(s) to appear in the studio's promotional materials please send a written request to the studio.

CONFIDENTIALITY - All correspondence and documents provided will be treated as confidential between client and the designer, unless consent has been granted by both parties involved.

ACCEPTANCE OF TERMS - The above terms in corporate article of the uniform commercial code if not subject to within ten days these terms shall be deemed acceptable.  The terms and conditions of this agreement shall be binding upon all parties, their heirs, successors assigned and personal representatives, this agreement constitutes the entire understanding between both parties.