Terms and Conditions
These Terms and Conditions provide the basis for a good working relationship between Sam Estrabillo and you (the “Client”). These terms form an integral part of the agreement between Sam Estrabillo and the Client.
COPYRIGHT AND OWNERSHIP
1. Sam Estrabillo retains the right to:
a) use work produced for the Client as part of its portfolio materials in both its online and offline portfolios;
b) add your firm to our client list; and
c) use your work in design competitions, publications, exhibitions, or other promotional purposes.
2. Any material or rejected ideas prepared or submitted to you that you choose not to produce or bring to final will remain Sam Estrabillo’s property and may be submitted to other clients for their use, provided that such submission or use does not involve the release of any confidential information regarding your business or methods of operation.
AUTHORITY
3. The Client and Sam Estrabillo each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and Sam Estrabillo, and enforceable in accordance with its terms.
ENTIRE AGREEMENT
4. This agreement represents the entire agreement between the Client and Sam Estrabillo, and may only be changed or modified in writing and with the approval of both parties.
TIMEframe
5. Schedules or time estimates are subject to change upon notification in writing by either party. Unless otherwise stated, the amount of written notice to be given by either party shall be two weeks.
FEES & ALTERATIONS
6. Any revisions, additions, or alterations to the project modifying or outside the scope of the agreed estimate provided by Sam Estrabillo as the services to be performed, shall be billed as additional services. Such additional services shall include, but shall not be limited to, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation of artwork.
RUSHED OR PROLONGED WORK
9. Any work required in advance of an agreed schedule or timetable, any shortening of the contract period, or additional fees and expenses incurred during a project due to Client delays or extensions shall be charged and paid for at an additional rate of 50% of Sam Estrabillo’s hourly rate.
CLIENT APPROVAL
10. The Client will be required to proofread and approve all elements of final designs. Approval must be provided before production can continue and artwork is released. Corrections, if required, will be identified on proofs, artwork, facsimiles, or digital proofs and submitted for Sam Estrabillo to revise and resubmit for client approval. Final approval is required on every project by the Client to approve artwork for release and production.
11. Email authorization from you will constitute authorization and approval to carry out work.
QUALITY OF SOURCE MATERIALS PROVIDED BY THE CLIENT
12. Additional charges will apply when materials are submitted by the Client in a form that prevents them from being readily used and applied at recognized professional standards. An example would be to recreate a low-resolution logo image file into a vector file.
PAYMENT SCHEDULE
13. Unless otherwise noted, the Client’s payment schedule is tied to the project’s milestones as per below:
a) 25% deposit upon contract acceptance
b) 75% balance due upon delivery of the final design
DELAYED PAYMENTS
14. Sam Estrabillo’s accounts will include taxes on fees and disbursements that are applicable by law and our accounts are due and payable upon receipt. If our accounts are not paid within 30 days of their receipt, interest will be charged on the outstanding balance at the monthly rate of 5%, compounded monthly, until they are paid.
TERMINATION
15. This agreement may be terminated in writing if either the Client or Sam Estrabillo commits a breach and fails to remedy the breach within 14 days of receiving written notification from the other party specifying the breach and requiring its remedy.
16. On termination of this project, or any part of it, for any reason, the Client will pay Sam Estrabillo for the work completed to date, along with all expenses incurred on the project. Any advance of fees provided will be credited against the amount due.
17. In the event of termination, Sam Estrabillo will retain all copyright even if the fees agreed to in advance have included the assignment of the copyright.
INDEMNITY
18. The Client will provide accurate and complete information and materials to Sam Estrabillo, and warrants and guarantees that all materials are owned by the Client or that the Client has all necessary rights (including copyright and waiver or moral rights) in such materials, to allow Sam Estrabillo to use them for the project.
19. Sam Estrabillo is not responsible for errors or omissions in any work produced as per the Client’s approval, and no financial responsibility is assumed by Sam Estrabillo for errors or damages resulting from such errors.
20. You agree to indemnify Sam Estrabillo against all third-party claims (including, without limitation, reasonable lawyers’ fees) arising from or relating to any content or materials provided to Sam Estrabillo by you or in relation to the use by you, or anyone else, of materials produced by Sam Estrabillo at your request.
21. All indemnification obligations shall survive the termination of Sam Estrabillo’s services.
APPLICABLE LAW
22. This agreement and all terms and conditions will be governed and construed in accordance with the laws of Ontario, Canada.