Terms and Conditions
These terms and conditions provide the basis for a good working relationship between Colored Spots : Creative, LLC (Colored Spots) and you (the client).
Copyright and Ownership of Materials/Creative Property
Except for the retained rights described in the paragraph below, all services provided and all materials Colored Spots produces on your behalf will become your property upon full payment of our invoices.
Colored Spots retains certain rights to the work produced even after all invoices are paid. These rights include:
• Use the work produced for the Client as part of our online and offline portfolio materials
• Add your firm/name to our client list
• Use your work in design competitions, publications, exhibitions, or other promotional purposes.
Any material or ideas prepared or submitted to you that you choose not to produce or for which you have not paid our invoices, within 60 days of submission to you, will remain property of Colored Spots (regardless of whether the physical embodiment of creative work is in your possession in the form of copy, artwork, files, films etc.) 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 and Authorization
The Client and Colored Spots each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and Colored Spots, and enforceable in accordance with our terms. This agreement represents the entire agreement between the Client and Colored Spots, and may only be changed or modified in writing and with the approval of both parties.
Fees and Alterations
Any revisions, additions, or alterations to the project modifying the terms of the agreement as the Services to be performed and not included in any fee specified, 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
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 Colored Spots hourly rate.
The Client will appoint a single representative of the Client with full authority to provide necessary information required by Colored Spots and to provide approvals.
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 Colored Spots to revise and resubmit for client approval. Final approval by the appointed representative of the Client is required on every project to release artwork for production.
Email authorization from you will constitute authorization and approval to carry out work defined in our services.
Quality of Client Source Materials
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. Colored Spots will notify the Client for authorization prior to incurring additional fees.
Production of Designs
In the instances where the Client assumes responsibility for production, Colored Spots shall be available at reasonable times to provide advice during the production period and for approval of minor modifications of the project (hourly rates will apply).
When Colored Spots is engaged in a supervisory function and assumes responsibility for production on behalf of the Client, the Client agrees to abide by the decisions made by Colored Spots.
Payment Schedule, Fees, and Responsibilities
Unless otherwise noted, the Client’s payment schedule is tied to the project’s milestones as noted below:
• 30% deposit upon contract acceptance
• Remaining balance and any additional fees due upon completion.
Any instance where Colored Spots is to handle final production of materials and collateral, payment in full is required before production begins.
Cash, Check and Credit Cards accepted.
If your check is returned for non-sufficient funds, you expressly authorize your account to be electronically debited or bank drafted for the amount of the check plus any applicable fees.
Client is responsible for any and all fees associated with professional collections on an unpaid balance. This may include lawyers fees and court fees as well as others.
Colored Spots' 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.
The Client agrees that Colored Spots is entitled to claim authorship of the design, and will be permitted editorial credits to Colored Spots on all published or manufactured work. The Client must obtain Colored Spots' consent in writing before Colored Spots' name is reproduced in any finished product or other published material by the Client.
This agreement may be terminated in writing if either the Client or Colored Spots 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.
This agreement may be terminated for any reason by either the Client or Colored Spots, if a written notification is provided within 30 days.
On termination of a project, or any part of it, for any reason, the Client will pay Colored Spots 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.
In the event of termination, Colored Spots will retain all copyright even if the fees agreed to in advance have included the assignment of the copyright.
The Client will provide accurate and complete information and materials to Colored Spots, 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 Colored Spots to use them for the project.
We will use our reasonable best efforts to guard against any loss to you caused by the failure of media, suppliers, or others to perform in accordance with their commitments, but we will not be responsible for any such loss or failure on their part, or any destruction or unauthorized use by others of your property.
Colored Spots is not responsible for errors or omissions in any work produced as per the Client’s approval, and no financial responsibility is assumed by Colored Spots for errors or damages resulting from such errors.
Colored Spots will not be responsible for delays in delivery caused by acts of God, strikes, fires, floods, or any other similar circumstances beyond Colored Spots' control.
You agree to indemnify Colored Spots, its employees, contractors and agents against all third-party claims (including, without limitation, reasonable lawyers’ fees) arising from or relating to any content or materials provided to Colored Spots by you or in relation to the use by you, or anyone else, of materials produced by Colored Spots at your request.
All indemnification obligations shall survive the termination of our services or the termination or expiration of the Services Retainer.
This agreement and all terms and conditions will be governed and construed in accordance with the laws of the United States.