OUR TERMS OF TRADE
Welcome to MW Graphics & Design
Thank you for the opportunity to be of service. We'll do our best to fulfil your needs and meet your goals. It's our mission to produce solid, technically sound and unique designs that you can proudly use to communicate your message to your audience.
To help set the scene for our new relationship we have a few simple things jotted down so that we both know what's what. In this Agreement you won't find complicated legal jargon or large passages of unreadable text. We have no desire to trick you into something you'll later regret. We do however, want what's best for the safety of both parties.
Please note that from time to time we may need to alter these terms and conditions without notice. Make sure you're happy with our terms before the commencent of your project. Feel free to contact us if you don't understand anything in this Agreement.
COMMENCEMENT OF WORK
1. Agreement To Work
By contacting MW Graphics & Design and submitting a brief by letter, phone, fax, email, text or any other means and asking us to carry out particular services you will be deemed to have read, understood and agreed to our terms of trade.
In short, you ("the client") is hiring us MW Graphics Ltd ("MW Graphics & Design", "designer(s)", "we" or "us") located at 21 Railway Ave, Alicetown, to design or produce something for you for the estimated total price as outlined in our previous correspondence. If you ask us to start your project without an estimate, you agree to be billed in quarter hour intervals at our standard hourly rate.
Estimated prices are based on the cost of materials, labour and services as at the date of estimation. All prices are exclusive of New Zealand Goods and Services Tax.
WHAT WE AGREE TO DO
2. Scope Of Work
Unless otherwise stated in our previous correspondence, we will provide initial draft/concept designs for your project within 21 working days following your design brief. After your feedback on the presented designs, we'll make any needed changes to your favourite choice until you are satisfied.
3. Final Files
We'll deliver files to you, either on disk, via electronic email or as a downloadable link, within seven working days after you approve the final design(s), digital files containing the final design(s), in the following format(s): .swf, .gif, .png or .jpg, optimised for the Internet. .tif, vectorised .pdf or .eps of high enough quality to be printed on business related material.
We're not obliged to provide our working or native files. This Agreement is for the supply of final design(s) or printed pieces only. For an additional fee, you may request native files. Fees for the purchase of native files will be quoted and invoiced separately.
4. Original Work/Conflicts/Confidentiality
We promise that, except for anything that you give us to incorporate into the design(s):
- our work will be original and will not be copied in whole from any other work;
- we own the rights that we're giving you under this Agreement, or we have secured such rights to any third-party content incorporated into our final design(s); and
- our work does not violate the patent, copyright, trade secret or other property right of any person, firm or entity.
We promise that this Agreement does not conflict with any other contract, agreement or understanding to which we are a party.
Finally, we promise that we'll hold and maintain in strict confidence any confidential information that you provide us with (such as proprietary technical or business information) and we will not disclose such information to any third party except as may be required by a court or governmental authority.
WHAT YOU PROMISE US
5. Pay Us For Our Work
Unless otherwise arranged in advance, you promise to pay us the total sum on invoice in the specified timeframe. Our terms are payment due within seven working days of invoice. Progress payments will be required where work is completed over an extended period of time. When work is in hand for one month or more, a progress payment equal to the value of the work completed will be requested. Further progress payments calculated on the same basis may be required to be paid on a monthly basis, until completion of the work. Web design and development, or special projects, payment will be required when milestones are completed as set out in our initial proposal. No deposit is required unless you are a customer outside of New Zealand, where fifty percent is required in advance.
If you ask us to use any third-party content (such as stock photos) in the design(s), you promise to pay us the actual cost of licensing that third-party content for use in the design(s).
You agree that until you pay us in full, you will not acquire the rights or license to use or transfer ownership of any design(s) that we create for you under this Agreement.
6. Pay Us For Extra Work
We agree that the fee you owe us will cover in full all of the work listed in the initial estimate. You agree that if you ask us to make changes or do other work for you that is not covered by this Agreement, you'll pay us for the additonal work at our standard hourly rate. This payment will be in addition to all other amounts you owe us under this Agreement. You also agree that if you ask us to do work outside the scope of this Agreement, we may have extra time to send you the final files for the design(s).
7. You Have Rights To The Client Content
You promise that:
- you own the rights to use anything you give us ("Client Content"); and
- using such Client Content does not violate the patent, copyright, trade secret or other property right of any person, firm or entity.
You grant us a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with our work for you under this Agreement and our limited promotional uses as allowed by this Agreement. You also affirm and represent that this Agreement does not conflict with any other contract, agreement or understanding to which you are a party.
8. You Promise To Provide Feedback
You agree that we cannot send you final files unless you give us timely feedback and approve the final proofs we'll send you. You agree to provide feedback within 30 days so that we can understand your concerns, objections or corrections to the design(s). If you fail to communicate with us for more than 30 days you agree to pay us in full. Any refunds will be at the discretion of MW Graphics & Design. We agree to listen to your feedback and make changes to the design(s) in response to your feedback. You promise not to unreasonably withhold acceptance of the final design(s).
9. Errors, Omissions And Liability
You promise to check proofs carefully for accuracy in all respects, ranging from spelling and grammar to design and technical illustrations. Your accepted proof either printed or electronic is what will be printed or published. Whilst all care is taken, we as designers will not be responsible for any errors that were not corrected by the client on the proof.
Our liability is limited to replacing goods, materials or workmanship which are defective. No claim for consequential losses or damages of any kind will apply.
Finally, you agree that our work on this project will be complete and the Agreement will end after we deliver to you final files containing the final design(s) or materials that you've approved.
WHAT RIGHTS EACH OF US WILL HAVE
10. Rights Before You Pay Us In Full
You understand and agree that until you pay us in full, we own full rights to each and every original design we create for you under this Agreement. If you don't pay us in full, you agree that we can complete, exhibit, use and sell the design(s) at our sole and absolute discretion. You also agree that we own all of the concepts created before you select the final design(s).
11. Rights After You Pay Us In Full
We understand and agree that after you pay us in full, you will own rights (as defined in this Agreement) to the final design(s) that you approve and we create for you. You understand and agree that we own all of the concepts/preliminary designs created before you select the final design(s) (including any dies, jigs, screens, patterns, films, or other mediums), except for elements in those concepts that are incorporated into the final design(s) that we deliver to you. You will receive rights for the final design(s) only.
You agree that we will retain the right to use the final design(s) and all preliminary designs in design competitions, publications on design, educational purposes and in marketing our own design business. You will be solely responsible to make sure that the design(s) we create for you will be available for use in commerce and protectable under trademark law.
12. Right To Make Changes
We agree that after you pay us in full, you may make any changes or additions to the design(s) we create for you under this Agreement, which you in your discretion may consider necessary and you may engage others to make any such changes or additions, without further payments to us. You agree that if you ask us to make changes or additions to the design(s) after you approve the final files, we will negotiate a separate additional payment for our time to make such changes.
13. Rights For Designs
We give you the full rights to use the design(s) we create in any and all media without restrictions of any kind.
MISCELLANEOUS TERMS
14. Entire Agreement
This Agreement constitutes the complete and exclusive contract between you and MW Graphics & Design and it supersedes all other prior agreements, proposals and representations, whether stated orally or in writing. The Law of New Zealand applies to this contract.
15. We Are An Independent Contractor
You agree that we are an independent contractor and not your employee. Although you will provide general direction to us, we will determine, in our sole discretion, the manner and ways in which we will create the design(s) for you. The work that we create for you under this Agreement will not be deemed a "work-for-hire", as that term is defined under New Zealand Copyright Law. Whatever rights we grant you are contained in this Agreement.
Updated: 5/12/2011
