Basic Terms and Conditions
stationery design agreement
this stationery design agreement (herein the “agreement”) is made between manifest calligraphy. (herein “designer”) and the client (herein “client” and together with designer, the “parties” and each a “party”), with respect to design services and the creation of stationery and other custom paper goods by designer for client.
1. SERVICES AND GOODS client hereby engages the design and production services (herein collectively the “services”) of designer to create the designs, stationery and other paper goods (herein the “designs”) specified in further detail in the project proposal, which is made a part of this agreement and is incorporated by reference, in exchange for the fee described below. the project proposal may be modified upon mutual agreement of the parties.
2. FEES & COSTS the fee (herein the “fee”) for the services and designs are specified in the design specifications addendum at the time of the execution of this agreement. the fee for the services and designs may increase or decrease depending on changes made to elements of the designs, including, but not limited to, the overall design scheme, papers and finishings chosen, other material costs and printing methods, with all changes subject to the provisions of section 5 herein and cancellations subject to the provisions of section 11 herein. client understands that he/she is responsible for the final fee as adjusted during the design process, and client shall be informed of the final fee prior to the printing of the designs if the fee has changed from the amount specified above. the prices set forth in the project proposal are valid for fourteen (14) days after presentation to client, and represent designer’s good-faith estimate of costs included in the fee. designer shall promptly inform client if any variations in costs or outside expenses are anticipated. additional costs. any and all outside costs including, but not limited to, artwork and font licenses, custom calligraphy and finishing work such as die cutting and edge painting, will be billed to client unless already specifically provided for in the design specifications addendum. estimates for additional costs will be provided to client for approval. taxes. the designs may be subject to sales tax depending on the residence of client. rush charges. the fee for designer’s services is based on normal and reasonable design and production schedules; knowledge of client’s deadline(s) is essential to provide an accurate estimate of the fee. in certain circumstances, “rush” requests may be taken into consideration. services required to meet client’s rush schedule shall be billed at a rate of $75 dollars ($75.00) per hour. to the extent possible, designer will advise client in advance of any required rush charges to meet client’s requested completion date.
3. payment client agrees to a payment schedule as follows: $500 non-refundable initial payment due upon the signing of this agreement. remaining balance due before shipment of goods both this signed agreement and the non-refundable initial payment must be received by designer in order to commence the services. payment may be made via check, cash or credit/debit card. checks shall be made payable to prim and pixie and mailed to: 239 leeds drive, slidell, la 70461. returned checks shall incur a fee of forty dollars ($40.00) and all subsequent payments must be made via cash, cashier’s check or money order.
4. COMPLETION DATE: PROCESS The estimated completion date for the Design will be sent to the Client after the Designer receives this agreement. Any delay in the completion of the Designs due to actions of Client, including delays in communicating with Designer, failure to provide copy/wording, approval or other input regarding the Designs; unusual transportation/shipping delays; unforeseen emergency of Designer; or external forces beyond the control of the Designer, shall entitle Designer to a reasonable extension of the completion/delivery date, upon notification to Client, for the amount of time necessary to remedy the delay. Following the initial consultation and preliminary discussions with Client, Designer will provide initial design concepts for the Designs with three rounds of revisions not to exceed two (2) hours of design time each. Revisions in excess of two (2) hours shall be billed at the rate of $75 dollars ($75.00) per hour. Client will be notified in the event that the two-hour mark is reached. Design proofs (“Proofs”) shall be in electronic jpg or pdf format. Client is SOLELY RESPONSIBLE for proofreading responsibilities! Electronic PDF Proofs will be provided to Client throughout the design process, and it is Client’s responsibility to perform a check for accuracy of each Proof with respect to all information, including but not limited to, names, dates, times, locations and spelling. If Client finds such errors in the final printed Designs, Client shall be responsible for the design labor, reprinting and materials costs and fees necessary to remedy the error. Client agrees to review all Proofs within the time identified for such reviews and to promptly either, (a) approve the Proofs, or (b) provide written comments and/or corrections to sufficiently identify Client’s concerns, objections or corrections to Designer. Client acknowledges and agrees that Designer’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of his/her obligations. A final PDF digital Proof of the Designs will be sent to Client via email for approval prior to printing. Client must thoroughly review the final Proofs, and send the Designer written approval to print (“Final Approval”).
5. CHANGES AND REPRINTS Any changes to the Designs requested by Client with respect to the paper stock, number of inks, additional pieces of stationery and ink colors shall entail additional fees. Designer will inform Client in writing of the cost for such changes prior to commencing production relating to such changes, and Client must sign an amended Design Specifications Addendum specifying the changes and additional fees for all increases more than ten percent (10%) above the Fee stated in Section 2 of this Agreement prior to commencement by Designer of production relating to the changes. Any changes made at any point after printing has commenced that would require the reprinting of any items shall incur both a revision fee and reprinting fees. The exact fees are dependent on the details of the order; Designer shall inform Client in writing of the fees prior to the commencement of reprinting, and Client must sign a written addendum specifying the changes and additional fees for all increases more than ten percent (10%) above the Fee stated in Section 2 of this Agreement prior to commencement by Designer of production relating to the reprinting.
6. COPYRIGHT: GRANT OF RIGHTS Designer owns the copyright to all designs, drawings, sketches, artwork, photography and typography created by Designer in connection with the Designs, including custom creations for Client, and the foregoing may not be reproduced by Client or any third party without the express, writ- ten permission of Designer. Designer retains the right to keep samples of and photograph all Designs and to use samples and photographs for promotional purposes, publication, design competitions and educational purposes. Designer will use discretion regarding personal information on sample products and in photographs. Upon receipt of full payment of the Fee, Designer grants a limited use license to Client to use the Designs for personal use in connection with Client’s wedding or event. Copyright notice in the name of Designer shall accompany the Designs when displayed or reproduced, whether printed or online, such as in magazines, websites and blogs.
7. ADDITIONAL USAGE If Client wishes to make any additional uses of the Designs not specified in Section 6 herein, Client agrees to seek permission from Designer and make such payment as is required by Designer at that time. This includes the use of design elements created by Designer as part of the Services and Designs (such as logos and motifs) on stationery, other paper goods and non-paper goods not produced by Designer, such as menus, table numbers, ceremony programs and signs. Client understands and agrees that any unauthorized uses of such design elements will result in Client’s receipt of an invoice from Designer for the applicable licensing fees for use of the design elements, which must be paid within ten (10) days of receipt or Designer shall be entitled to refer the unpaid amount to collections, with Client responsible for payment of the collection fees.
8. SHIPMENT If the Designs are to be shipped to Client, final payment for any outstanding balance of the Fee must be received by Designer prior to shipping. Insurance is required on all orders exceeding $100. Designer shall not be responsible in any way for any packages left outside or with third parties other than Client, and there will be no refunds for packages purportedly missing or stolen.
9. NATURE OF PRODUCT Custom paper goods are made by hand, which may result in slight variations. These variations include, but are not limited to, paper dimensions, ink color, embellishments. manifest calligraphy strives to accurately display our product, however, depending on your monitor settings, web browser, etc., printed and final product may slightly vary. Designs printed via letterpress may have variations in color, registration and depth of impression due to the nature of antique letterpress printers. Designs printed via digital machines may have variations in placement which include but are not limited to; center of page and the slope of the design or type. Any such variations shall not be considered an error and will not warrant replacement or a refund.
10. INSPECTION BY CLIENT Client shall be responsible for thoroughly inspecting all final Designs in their printed/assembled form upon pickup from Designer or receipt of shipment, and must inform Designer of any issues or concerns such as missing or damaged Designs within forty-eight (48) hours of receipt. Design- er shall not in any way be responsible for any issues discovered more than forty-eight (48) hours after receipt of the Designs, whether or not the responsibility of Designer or due to shipment.
11. CANCELLATION In the event of cancellation by Client of Designer’s Services and production of the Designs, the following shall apply: • For a complete cancellation of the Services and Designs for any reason prior to the Initial Proof(s) being submitted to Client, fifty percent (50%) of the total Fee shall be retained by Designer. In the event of a partial cancellation prior to the Initial Proof(s) for the cancelled item(s) being submitted to Client (i.e. cancellation of certain items or elements specified in the Design Specifications Addendum, such as the elimination of enclosures or ceremony programs), fifty percent (50%) of the Fee associated with the cancelled item(s) shall be retained by Design- er. • For a complete cancellation of the Services and Designs for any reason after any or all Proofs have been sent to Client, fifty percent (50%) of the total Fee shall be retained by Designer, plus Client shall be responsible for payment for the time spent on design Services in excess of the amount already paid, as well as the costs for all supplies ordered (such as paper, envelopes, ribbons, boxes). In the event of a partial cancellation after any Proofs for the can- celled item(s) have been submitted to Client (i.e. cancellation of certain items or elements specified in the Design Specifications Addendum, such as the elimination of enclosures or ceremony programs), fifty percent (50%) of the Fee associated with the cancelled item(s) shall be retained by Designer, plus Client shall be responsible for payment for the time spent on design Services for those cancelled items in excess of the amount already paid, as well as the costs for all supplies ordered for the cancelled items (such as paper, envelopes, ribbons, boxes).
• If Designs have already been sent to print at the time of cancellation, no monies will be refunded to Client.
• Payment of any outstanding portion of the Fee due at the time of cancellation shall be made within ten (10) days of the Client’s notification of cancellation.
• There shall be no cancellations or returns of any printed Designs.
• If Client determines that the printing or final product is unsatisfactory for any of the Designs, Designer will discuss options to reprint the Designs or provide alternative materials or options at the expense of Client.
12. LIMITATION OF LIABILITY; INDEMNIFICATION Client agrees that, to the fullest extent permitted by law, Designer’s maximum total liability for any claims, breaches or damages by reason of any act or omission, including breach of contract or negligence not amounting to willful or intentional wrongdoing, shall be limited to the amount of the Fees actually paid by Client. Client agrees that, to the fullest extent permitted by law, Design- er shall not be liable for any claims for punitive damages, consequential damages, special damages, emotional distress, mental anguish, lost profits, loss of enjoyment, lost revenues and/or replacement costs Client agrees to indemnify, defend and hold harmless Designer against any and all claims, costs, and expenses, including attorneys’ fees, arising in connection with materials and designs included in the Designs at the request of Client for which no copyright permission or privacy release was requested or uses which exceed the uses allowed pursuant to a license of other permission.
13. CONFIDENTIAL INFORMATION Each Party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary information and materials of the other Party, including, but not limited to, the terms of this Agreement. 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 Agreement or 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.
14. INCAPACITATION Should Designer become materially or physically incapacitated, such as due to injury, severe illness, pregnancy or unexpected circumstances prohibiting them from performing the Services under this Agreement for any reason, Designer shall be entitled to provide Client with a substitute stationery designer of reasonably similar experience. In the unlikely scenario that such a situation does occur and a suitable replacement is not found by Designer, or should Client reject the proposed replacement, Client agrees that the maximum remedy shall be a prorated portion of the Fee paid by Client prior to the date of the occurrence of incapacitation, based upon the extent of the Services performed prior to incapacitation.
15. ADDITIONAL PROVISIONS
a. Force Majeure: No Party to this Agreement shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disasters), Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.
b. Entire Agreement: This Agreement constitutes the entire agreement between the Parties, and supersedes all prior agreements whether oral or written concerning the subject matter of this Agreement. Except as expressly stated in this Agreement, Designer has made no representation to Client with respect to the subject matter of this Agreement, and Designer has made no representation that has induced Client’s execution and delivery of this Agreement.
c. No Implied Waiver: The failure of any Party to require strict compliance with the performance of any obligations, terms and/or conditions of this Agreement shall not be deemed a waiver of that Party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Agreement.
d. Modifications: Any modification or amendment to this Agreement requires the mutual consent of the Parties, and must be made in writing and signed by all Parties, which may include email for minor changes to the services and goods (equal to less than a 10% increase or decrease in the Fee) so long as the parties provide proper acknowledgement of the changes by way of an electronic signature.
e. Controlling Law; Jurisdiction: The validity, construction and enforceability of this Agreement shall be governed in all respects by the laws of the State of louisiana and the Parties expressly agree that any dispute requiring resolution by a court shall be subject to the exclusive venue and jurisdiction of the state and federal courts located in new orleans, louisiana.
f. Dispute Resolution: Any dispute or claim arising under or in any way related to this Agreement in excess of louisiana small claims court jurisdiction shall be submitted to neutral, non-binding mediation prior to the commencement of arbitration or any other proceeding before a trier of fact. The Parties to the dispute or claim agree to act in good faith to participate in mediation, and to identify a mutually acceptable mediator in new orleans parish, louisiana. All Parties to the mediation shall share equally in its cost. If the dispute or claim is resolved successfully through the mediation, the resolution will be documented by a written agreement executed by all Parties. If the mediation does not successfully resolve the dispute or claim, the mediator shall provide written notice to the Parties reflecting the same, and the Parties may then proceed to seek an alternative form of resolution of the dispute or claim, in accordance with the remaining terms of this Agreement. Any dispute arising under or in any way related to this Agreement in excess of louisiana small claims court jurisdiction that is unsuccessfully resolved through mediation shall be submitted to binding arbitration. The Parties shall select a single arbitrator and the arbitration shall be held in new orleans parish, louisiana. The arbitrator’s decision shall be binding on the Parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party in any arbitration, trial or other proceeding shall be awarded all filing fees, related administrative costs and reasonable attorneys’ fees. Administrative and other costs of enforcing an arbitration award or judgment, including the costs of subpoenas, depositions, transcripts, witness fees, payment of reasonable attorneys’ fees and similar costs, will be awarded to the prevailing Party.
g. Counterparts; Signatures: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and which collectively shall constitute one Agreement. Use of fax, email and electronic signatures shall have the same force and effect as an original signature.
h. Severability: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.
i. Headings. The headings contained in this Agreement are strictly for convenience, and shall not be used to construe meaning or intent.