Terms & conditions

1. DEFINITIONS

As used herein and throughout this Agreement:

1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.

1.2 The Designer means RE-VIVE
 

1.3 Client Content means all materials, information, photography, writings and other creative content provided by the Client for use in the preparation of and/or incorporation in the Deliverables.

1.4 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under UK Copyright Law.

1. 5 Deliverables means the services and work product specified in the Proposal to be delivered by the Designer to the Client, in the form and media specified in the Proposal.

1.6 Designer Tools means all design tools developed and/or utilized by the Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

1.7 Final Art means all creative content developed or created by the Designer, or commissioned by the Designer, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and the Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

1.8 Final Deliverables means the final versions of Deliverables provided by the Designer and accepted by the Client.

1.9 Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by the Designer and which may or may not be shown and or delivered to the Client for consideration but do not form part of the Final Art.

1.10 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.

1.11 Services means all services and the work product to be provided to the Client by the Designer as described and otherwise further defined in the Proposal.

1.12 Charges means the charges for the Goods and Services payable by the Client as identified in the relevant Order, and as may be varied in accordance with this Agreement.

1.13 Goods means the goods, equipment and materials provided by the Designer to the Client as identified in the Order.

1.14 Goods Specification means any relevant description or specification for the Goods as set out in the Order, or as may be varied in accordance with this Agreement.

1.15 Order means the confirmation of order of Goods or Services, issued by the Designer and signed or agreed by the Client.

1.16 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

1.17 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of the Client.

2. PROPOSAL

The terms of the Proposal shall be effective for 14 days after presentation to the Client. In the event this Agreement is not executed by the Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.

3. OBLIGATIONS

3.1 The Client will supply a written detailed brief for the work to be undertaken at the time of agreeing to the commencement of work. Should the Client choose not to provide a written brief, and opt for a verbal or vague briefing, the Client accepts that this brief, by its very nature, may contain ambiguities. The Client accepts responsibility for this ambiguity and for any additional costs incurred to the Designer. If the brief is not forth-coming, the Designer cannot be held responsible for ensuing delays.

3.2 The Client will supply all necessary information and give all necessary approvals/decisions to the Designer for the proper and timely execution of the Project. If instructions are not forth-coming the Designer cannot be held responsible for ensuing delays.

3.3 The Client shall comply with his/her obligations under the Construction (Design and Management) regulations, including the appointment of a competent Planning Supervisor where necessary.

3.4 The Client acknowledges that he/she shall be responsible for performing the following in a reasonable and timely manner:

(a) coordination of any decision-making with parties other than the Designer;

(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation;

(c) final proofreading and in the event that the Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, the Client shall incur the cost of correcting such errors.

3.5 The Client will appoint and reimburse for the services of any other consultant as requested by the Client. The Designer will not be responsible in any way for the competence and performance of their services.

4. FEES AND CHARGES

4.1 Fees. In consideration of the Services to be performed by the Designer, the Client shall pay to the Designer fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes.

4.2 Expenses. The Client shall pay the Designer’s expenses incurred as a result of any extra requests from the Client, not specified in original brief and instructions, as follows:

(a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus the Designer’s Charges for Services and, if applicable, a mileage reimbursement at 45p per mile; and ,

(b) travel expenses including transportation, meals, and lodging, incurred by the Designer with the Client’s prior approval.

4.3 Additional Costs. The Project pricing includes the Designer’s fee only. Any and all outside costs including, but not limited to, equipment rental, photography and/or artwork licenses, prototype production costs, and music licenses will be billed to the Client unless specifically otherwise provided for in the Proposal.

4.4 Invoices. All invoices are payable within seven (7) days of receipt. If the Client fails to make any payment by the due date, the Designer may charge (on demand) and the Client shall pay interest on the overdue amount at the rate of 5% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. The Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. The Designer reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current, or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.

4.5 When the Designer is purchasing the Goods or Deliverables for the Client, full payment of the agreed purchase price is required from the Client prior to purchasing the agreed Goods.

4.6 Where a deposit is due and payable, the Client shall pay the relevant invoice prior to the Services commencing.

5. CHANGES

5.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, the Client shall pay additional charges for changes requested by the Client which are outside the scope of the Services on a time and materials basis. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. The Designer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.

5.2 Minor Changes. The Designer allows the Client two Changes to the Final Art without additional charges. If the Client requires further Changes or the Changes are deemed substantive (see 5.3) the Client shall pay additional charges on a time and materials basis. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. The Designer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.

5.3 Substantive Changes. If  the Client requests or instructs Changes that amount to a revision in or near excess of 25 percent (25%) of the time required to produce the Deliverables, and or the value or scope of the Services, the Designer shall be entitled to submit a new and separate Proposal to the Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by the Designer.

5.4 Cancellations. Special custom made Deliverables cannot be cancelled once manufacturing has commenced. The Designer must receive payment from the Client for all such items in full in advance. Standard Deliverables might be subject to a cancellation charge from the manufacturer or supplier if cancelled.

5.5 Timing. The Designer will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal but any such dates shall be estimates only. The Client agrees to review Goods within 7 days of delivery or installation and to promptly either, (i) approve the Goods in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to the Designer. The Designer shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that the Designer’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in the Client’s performance or Changes in the Services, or Deliverables, or Goods requested by the Client may delay delivery of the Deliverables and/or Goods. Any such delay caused by the Client shall not constitute a breach of any term, condition or the Designer’s obligations under this Agreement.

6. PROVISION OF GOODS

6.1 Subject to payment of the Charges under this Agreement, the Designer shall provide the Goods to the Client in accordance with the Goods Specification.

6.2 The Designer shall deliver the Goods to the site address identified in the relevant Order or Proposal (“Site”). Delivery of the Goods shall be completed on the Goods’ arrival at the site.

6.3 The Designer shall use its reasonable endeavours to deliver the Goods in accordance with any timescales set out in the Order or Proposal. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Designer shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Client’s failure to take delivery or to provide the Designer with adequate delivery instructions.

6.4 In the event that the Client requests a postponement in the delivery of the Goods (or any part), the parties shall discuss and agree the appropriate course of action and any additional charges (including storage costs).

6.5 Quality of Goods  The Client acknowledges that the Designer procures the Goods from third parties on behalf of the Client. As such, the Designer gives no warranties (whether express or implied) concerning the Goods. To the extent that it is able, the Designer shall pass on the benefit to the client of any product warranty or right of return from the third party supplier of the relevant Goods. The Client accepts and agrees that its rights to return Goods shall be governed by the third party supplier’s terms and conditions. In the event that any Goods delivered are damaged or defective, do not comply with the Goods Specification or are not to the full satisfaction of the Client, the Client shall promptly notify the Designer within 7 days of delivery or installation and shall:
(a) at the request of the Designer, allow the Designer to examine such Goods;
(b) not make any further use of the Goods or attempt to alter or repair any of the Goods; and
(c) allow the Designer to arrange collection of the Goods at a time to be advised by the Designer.

6.6 For Goods found to be damaged or defective, or non-compliant with the Goods Specification, the Designer shall arrange for the repair or replacement of such Goods by the third party supplier.

6.7 For Goods which are not to the satisfaction of the Client and returned to the third party supplier (“Returned Goods”) under clause 5.6, the parties shall discuss and agree alternative Goods to be supplied to the Customer (and any variation to the charges applicable to the alternative Goods).

6.8 The Designer accepts no liability for any damaged, defective or returned Goods where the Client fails to comply with the terms at clause 5.6 or where the Client does anything which invalidates the third party supplier’s warranty or rights to return the Goods.

7. ACCREDITATION/PROMOTIONS

All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in the Designer’s name in the form, size and location as incorporated by the Designer in the Deliverables, or as otherwise directed by the Designer. The Designer retains the right to reproduce, publish and display the Deliverables in the Designer’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

8. CONFIDENTIAL INFORMATION

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

9. RELATIONSHIP OF THE PARTIES

9.1 Independent Contractor. The Designer is an independent contractor, not an employee of the Client or any company affiliated with the Client. The Designer shall provide the Services under the general direction of the Client, but the Designer shall determine, in the Designer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. The Designer and the work product or Deliverables prepared by the Designer shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to the Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

9.2 Designer Agents. The Designer shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, the Designer shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
 

9.3 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by the Designer, and the Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by the Designer.

10. WARRANTIES AND REPRESENTATIONS

10.1 By The Client. The Client represents, warrants and covenants to the Designer that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) The Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) The Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
 

10.2 By The Designer

(a) The Designer hereby represents, warrants and covenants to the Client that the Designer will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.

(b) The Designer further represents, warrants and covenants to the Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of the Designer and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by the Designer, the Designer shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for the Designer to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Designer’s knowledge, the Final Art provided by Designer and Designer’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event the Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of the Designer shall be void.

(c) Except for the express representations and warranties stated in this agreement, the Designer makes no warranties whatsoever.
 

11. INDEMNIFICATION/LIABILITY

11.1 By The Client.  The Client agrees to indemnify, save and hold harmless the Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of the Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances the Designer shall promptly notify the Client in writing of any claim or suit; (a) The Client has sole control of the defense and all related settlement negotiations; and (b) The Designer provides the Client with commercially reasonable assistance, information and authority necessary to perform the Client’s obligations under this section. The Client will reimburse the reasonable out-of-pocket expenses incurred by the Designer in providing such assistance.

11.2 By The Designer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, the Designer agrees to indemnify, save and hold harmless the Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with the Designer’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of the Client provided that (a) The Client promptly notifies the Designer in writing of the claim; (b) The Designer shall have sole control of the defense and all related settlement negotiations; and (c) The Client shall provide the Designer with the assistance, information and authority necessary to perform the Designer’s obligations under this section. Notwithstanding the foregoing, the Designer shall have no obligation to defend or otherwise indemnify the Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by the Designer.

11.3 Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF THE DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF THE DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO THE CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND THE CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT OF THE CHARGES PAID OR PAYABLE UNDER THE AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THE RELEVANT CLAIM IS MADE. IN NO EVENT SHALL THE DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.

11.4 This clause 10 shall survive termination of this Agreement.

12. TERM AND TERMINATION

12.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.

12.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.

12.3 In the event of termination, the client shall immediately pay to the Designer all of the Designer’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Designer shall submit an invoice, which shall be payable by the Client immediately on receipt. The Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. In the event of termination for convenience by the Client, the Client shall pay in addition to the above an early termination fee equal to 25% of the total project fee, Schedule A shall not be effective, and the Client shall not have rights to use Deliverables except upon written consent from the Designer provided after such termination.

12.4 The Client shall return any Goods and Deliverables which have not been fully paid for. If the Client fails to do so, then the Designer may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
 

12.5 In the event of termination for cause by the Client and upon full payment of compensation as provided herein, the Designer grants to the Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by the Client as of the date of termination.
 

12.6 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

12.7 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

13. GENERAL

13.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that the Designer’s invoices may include, and the Client shall pay, expenses or costs that the Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

13.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the Proposal, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.

13.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.

13.4 Force Majeure. The Designer shall not be deemed in breach of this Agreement if the Designer is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of the Designer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond the Designer’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the Designer shall give notice to the Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

13.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of England and Wales. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or arbitration. The prevailing party in any dispute resolved by arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the Courts of England and Wales. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.  The Client acknowledges that the Designer will have no adequate remedy at law in the event the Client uses the deliverables in any way not permitted hereunder, and hereby agrees that the Designer shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.

13.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

13.8 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control.

 

Schedule A- Intellectual Property Provisions

IP 1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART

IP 1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of the Client or its respective suppliers, and the Client or its suppliers shall be the sole owner of all rights in connection therewith. The Client hereby grants to the Designer a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with the Designer’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

IP 1.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. The Designer shall inform the Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances the Designer shall inform the Client of any need to license, at the Client’s expense, and unless otherwise provided for by the Client, the Client shall obtain the license(s) necessary to permit the Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, the Client hereby indemnifies, saves and holds harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of the Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.

IP 1.3 Preliminary Works. The Designer retains all rights in and to all Preliminary Works. The Client shall return all Preliminary Works to the Designer within thirty (30) days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of the Designer.

IP 1.4 Original Artwork. The Designer retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. The Client shall return all original artwork to the Designer within thirty (30) days of completion of the Services.

IP 1.5 Designer Tools. All Designer Tools are and shall remain the exclusive property of the Designer. The Designer hereby grants to the Client a nonexclusive, nontransferable (other than the right to sublicense such uses to the Client’s web hosting or internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. The Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of the Designer.

IP 2. RIGHTS TO FINAL ART

IP 2.1 Final Art. The Designer hereby grants to the Client the right to use, reproduce and display the Final Art solely in connection with the Project as defined in the Proposal and in accordance with the various terms and conditions of this Agreement. The rights granted to the Client are for usage of the Final Art in its original form only. The Client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art.

IP 2.2 Client’s use of the Final Art shall be limited to the usage rights granted herein for the Project only. Use of the Final Art, Deliverables or any derivative works thereof by the Client at any other time or location, or for another project or outside the scope of the rights granted herein require an additional fee and the Designer shall be entitled to further compensation equal to three hundred percent (300%) of the original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Designer shall be entitled to pursue all remedies under law and equity.

Supplement 1: Environmental Specific Terms and Conditions

1D 1. PHOTOGRAPHS OF THE PROJECT

The Designer shall have the right to document, photograph or otherwise record all completed designs or installations of the Project, and to reproduce, publish and display such documentation, photographs or records for the Designer’s promotional purposes.

1D 2. ADDITIONAL CLIENT RESPONSIBILITIES

The Client acknowledges that the Client shall be responsible for performing the following in a reasonable and timely manner:

(a) Communication of administrative or operational decisions if they affect the design or production of Deliverables, and coordination of required public approvals and meetings;

(b) Provision of accurate and complete information and materials requested by the Designer such as, by way of example, not limitation, site plans, building plans and elevations, utility locations, color/material samples and all applicable codes, rules and regulation information;

(c) Provision of approved naming, nomenclature; securing approvals and correct copy from third parties such as, by way of example, not limitation, end users or donors as may be necessary;

(d) Final proofreading and written approval of all project documents including, by way of example, not limitation, artwork, message schedules, sign location plans and design drawings before their release for fabrication or installation. In the event that Client has approved work containing errors or omissions, such as, by way of example, not limitation, typographic errors or misspellings, Client shall incur the cost of correcting such errors;

(e) Arranging for the documentation, permissions, licensing and implementation of all electrical, structural or mechanical elements needed to support, house or power signage; coordination of sign manufacture and installation with other trades; and

(f) Bid solicitation and contract negotiation; sourcing, establishment of final pricing and contract terms directly with fabricators or vendors.

1D 3. ENGINEERING

The Services shall include the selection and specifications for materials and construction details as described in the Proposal. However, the Client acknowledges and agrees [that the Designer is not a licensed engineer or architect, and] that responsibility for the interpretation of design drawings and the design and engineering of all work performed under this Agreement (“Engineering”) is the sole responsibility of the Client and/or the architect, engineer or fabricator. The Client indemnifies The Designer against any claims in this regard.

1D 4. IMPLEMENTATION

The Client expressly acknowledges and agrees that the estimates provided in the Proposal, at any time during the project for implementation charges such as, including, but not limited to, fabrication or installation are for planning purposes only. Such estimates represent the best judgment of the Designer or its consultants at the time of the Proposal, but shall not be considered a representation or guarantee that project bids or costs will not vary. The Client shall contract and pay those parties directly responsible for implementation services such as fabrication or installation (“Implementation”). The Designer shall not be responsible for the quality or timeliness of the third-party Implementation services, irrespective of whether the Designer assists or advises the Client in evaluating, selecting or monitoring the provider of such services.

1D 5. COMPLIANCE WITH LAWS

The Designer shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the applicable rules and regulations such as the Disability Discrimination Act (“DDA”). However, the Designer is not an expert and makes no representations or warranties in connection with compliance with such rules, codes or regulations. The compliance of the Final Deliverables with any such rule, codes or regulations shall be the responsibility of the Client. The Designer shall use commercially reasonable efforts to ensure the suitability and conformance of the Final Deliverables.

1D 6. CLIENT INSURANCE

1D 6.1 The Client shall maintain, during the term of this Agreement, at its sole expense, construction and maintenance liability, product liability, general business liability and advertising injury insurance from a recognized insurance.

1D 6.2 The Designer will not be held responsible for the Client’s goods left at the premises of the Designer or the Designer’s suppliers for whatever reason. The Client is responsible for the insurance of their own goods with their own insurance company.

1D 6.3 In cases where furniture or accessories have been rented, it remains the Client’s responsibility to insure any rented Deliverables against all risks, damage and/or loss.