Terms & Conditions
“Assignor” is referred to in reference to Iris Designs LLC. And all parties associated therein, while “Assignee” is referred to in reference to the Authorized Client(s)
Professional Standard. Designer will provide the services identified in the Clients Agreement. Designers will provide these services in a professional manner, and in accordance with applicable professional standards.
Deliverables: The designer or Design Team will provide its deliverables to the Client in professional design formats. These formats may include Adobe Creative Suite Files such as Photoshop (.psd) and InDesign (.indd). The Client understands that it may need software and expertise to utilize the deliverables. If the Client would like its deliverables in a specific file format, the Client must request to have the format included in the Client Agreement.
A “Change Request” is any request for work outside the scope of the Client Agreement. If such a request is made, the Designer will notify the Client that it is a Change Request. If the Client still wants to proceed with the Change, the Designer will bill the work on a time and materials basis, at the Designers hourly rate up to $120/hr. The designer may also extend its delivery schedule. If the Change Request alters the scope of the project by more than 20%, the Designer may submit a new proposal to the client.
Invoice: The Designer will invoice the Client according to the Client Agreement. The client shall pay all invoices within 6-days of receipt.
Quotes: Quoted prices are good for 14-days from the date of receipt.
Late (Installment) Payments: Assignee understands that once an installment payment is seven (7) calendar days past due, a $99 late fee will be added to the installment amount due. Once the account is ten (10) calendar days past due, the assignee's project will be placed on hold with the assignee subject to a reinstatement fee equivalent to 15% of the remaining balance due to resume services.
Payment Installment Schedules: The first Payment of a Client’s Installment Plan is considered the Down Payment or Payment in Full required to begin services as identified in the Client Agreement. The second and additional payment(s) (identified within the Client Agreement) are due within 30-day payment intervals from the first payment deposit date. *Please note that these terms may be subject to change.
Expenses: In addition to the Designers fees, the Client will be invoiced for Designer’s expenses. Other Expenses incurred by the Designer in performing services to the Client will be invoiced to Client. Other Expenses might include, without limitation, photography and/or artwork licenses, shipping, presentation materials, production costs, music licenses, online access, software as a service, hosting fees, or contracting fees per the clients request for the contract.
Designer Agents: The designer may hire third-party designers or service providers (“Design Agents") as independent contractors. The Designer is responsible for Designer Agents compliance with this Agreement.
Testing & Acceptance: The Designer shall use commercially reasonable efforts to test Deliverables before providing them to the Client
Designer & Client Relationship
Non-Exclusive: This agreement does not create an exclusive relationship. The Deliverables are not a “work for hire” under Copyright Law.
Confidential Information: Each party shall maintain Confidential Information in Strict Confidence, and shall not use Confidential Information except (a) as necessary to perform its obligations under the Agreement, or (b) as required by a court or governmental authority, Confidential Information includes property technical and business information, Preliminary works, and any other information marked “Confidential”
Exception: Confidential Information does not include (a) any information that is in the public domain, (b) becomes publicly known through no fault of the receiving party, or (c) is otherwise known by the received from a third party without an obligation of confidentiality.
Discretionary Termination, Upon Notice. Either party may terminate this agreement in its business discretion upon sufficient advance notice. The amount of notice required is ¼ of the estimated project duration. For example, if the Client Agreement estimates the services will take 80 days from kick-off to final delivery, advance notice of at least 20 days will be sufficient for discretionary termination.
Discretionary Termination by Client. If the Client uses this discretionary termination provision, THEN: Designer will retain all payments already made as of the notification date, and Client shall pay Designer (a) for all expenses incurred as of the date of notification of termination, (b) an early termination fee equal to 25% of the total project fee, and (c) No IP rights will be transferred.
Discretionary Termination by Designer: IF: Designer uses this discretionary termination provision, THEN: (a) Designer will retain (or, if not paid in advance, will be due) all costs already incurred and prorated portion of the fees for services performed up to the termination date, (b) Designer will assist Client in transferring the project to a new designer, if applicable, and (c) Designer will assign sufficient IP rights to Client to allow Client to continue the project.
Termination for Bankruptcy. Subject to any restrictions imposed by law, either party may immediately terminate this Agreement, if the other party either: (1) ceases to do business in the normal course; (2) becomes insolvent; (3) admits in writing its inability to meet its debts or other obligations
Termination for Breach: If a material breach of this Agreement is not cured with 10-business day after a party’s receiving notice of the breach, then the non-breaching party may terminate this Agreement immediately upon notice.
Termination Procedure: 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 expressly provided in this Agreement, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
Client represents and warrants to Designer that: Client owns sufficient right, title, and interest in the Client Content to permit Designer’s use of the Client Content in performing the Services, To the best of Client’s knowledge, Designer’s use of the Client Content will not infringe the rights of any third party, Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and Client shall comply with all laws and regulations governing the Services and Deliverables.
Designer represents and warrants to Client that: The Final Deliverables will be the Designer’s original creative work, except that Designer may incorporate Client Content, work from its Designer Agents and third party material (for example, stock photos, or Software as a Service). For any Final Deliverable that includes the work of independent contractors or third-party material, Designer shall secure sufficient rights for Client to use the Final Deliverables for their intended purpose. To the best of Designer’s knowledge, the final Deliverables will not infringe upon the IP rights of any third party. However, Designer will not be conducting any type of IP clearance search (for example, Designer will not be conducting a copyright, trademark, patent, or design patent clearance search).
Limitation of Liability
The services and the work product of the Designer are sold “as is.” In all circumstances, the Designer’s maximum liability to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to Designer’s net profit. In no event shall Designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Designer, even if Designer has been advised of the possibility of such damages.
Except for the express representations and warranties stated in this agreement, Designer makes no warranties whatsoever. Designer explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.