1. ACCEPTANCE of TERMS & AGREEMENTS
In furtherance to the above, CLIENT hereby agrees to and does hereby engage the services of Tozada Web Services, and Tozada Web Services hereby accepts the engagement to design and to do the work hereinafter specified by the CLIENT in connection with the project. A copy of these terms and conditions must be signed at the time of submission of work to Tozada Web Services, indicating agreement to and acceptance of these terms and conditions. Alternatively, payment of an advance fee is an acceptance of these terms and conditions.
2. DESCRIPTION OF SERVICES
Tozada Web Services will provide to CLIENT a description of all graphic design services of this contract agreement.
Work. Work includes only the final, deliverable art, and not any preliminary work or sketches. Client receives a three (3) revision limit on all Work. If Client is not satisfied after the three (3) revisions, Tozada Web Services will charge $15 per additional revision requests. Revisions include, but are not limited to, fonts, color, sizing, layout. Logo files are sent over in pdf, png, and jpg formats. Print files are sent over in pdf and png format. Photoshop PSD files are available for an additional fee.
The terms of service shall be valid for a period of thirty (30) days after presentation to the CLIENT. All logos and business cards require a $25 deposit at the time of booking. Websites and all branding packages require a $75 deposit at the time of booking. Balances must be paid in full within 24 hours after final draft has been shown to the Client, and before final work is released to the CLIENT. In the event this Agreement is not executed by the CLIENT within the time identified, Tozada Web Services reserves the right to alter the proposal, together with any related terms and conditions, may be subject to amendment, change or substitution. If a website is purchased, and Client does not complete within 30 days, there is a $200 restart fee. If over 30 days, project is null and void, and no refund shall be issued. ALL UNPAID INVOICES ARE CANCELLED AFTER 24HRS. The fee for Work is non-refundable. If Client nonetheless does not want or refuses to receive Work, Tozada Web Services may decide whether or not to complete Work, and will exclusively retain all right to Work.
4. TURNAROUND TIME AND CONTENT CONTROL
Tozada Web Services shall use all reasonable endeavors to deliver the work to the CLIENT within 7 business days and shall notify the Client of any anticipated delay at the first opportunity. Tozada Web Services will not be liable for delays caused by matters outside of the DESIGNERS control. Any times or dates quoted for the supply of the work are dependent upon the CLIENT giving reasonable instructions to Tozada Web Services. The turnaround time for all Graphic Design Services, begins when the deposit has been made for logos/ business cards and when the website or packages are paid in full and when all content (i.e., images, pictures, bio, information, links, etc.) for the design project has been supplied by the CLIENT.
If content is not provided within thirty (30) days of an official request by email, Tozada Web Services reserves the right to advise the CLIENT of a revision to the final payment fee based on new or revised pricing schedules that may be introduced from time to time. If content is not provided within thirty (30) days from the original email request, the DESIGNER reserves the right to terminate the Agreement.
5. GRANTS AND RIGHTS
Tozada Web Services may use Work in portfolio (including, but not limited to, any website that displays Tozada Web Services works). Client and Tozada Web Services agree that when asked, Client must properly identify Tozada Web Services as the creator of Work. Client does not have a proactive duty to display Tozada Web Services name together with Work, but Client may not seek to mislead others that Work was created by anyone other than Tozada Web Services. A link to Tozada Web Services will appear in either small type or by a small graphic at the bottom of the CLIENT’S Web site. If a graphic is used, it will be designed to fit in with the overall layout of design. Draft files of artwork are property of Tozada Web Services, and shall not be used in any matter or posted onto Social Media. That can be breach of contract, and cause Tozada Web Services to forfeit project. In this case, no refund is issued due to breach of contract.
6. FORCE MAJEURE
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
7. LIMITATION OF LIABILITY
Client agrees that Tozada Web Services will not be liable for any damages (including, but not limited to, incidental or consequential damages), that arise from Tozada Web Services performance of this commission (including, but not limited to, failure to perform in a timely manner, regardless of whether the failure was intentional or negligent.)
The Tozada Web Services shall incur no liability for any omissions or errors in spelling, punctuation, dates, & information on the layout not corrected and communicated by the CLIENT in the proofs submitted for Customer Review.
Where any valid claim in respect of any of the work which is based on any defect in the quality or condition of the work or its failure to comply with the CLIENT’S instructions is notified to Tozada Web Services, in accordance with these terms and conditions, Tozada Web Services shall be entitled to replace the work (or the part in question) free of charge or at Tozada Web Services discretion.
If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
Tozada Web Services, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Tozada Web Services, or divulge, disclose, or communicate in any manner, any information that is proprietary to the CLIENT. Tozada Web Services and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.
9. COPYRIGHT AND INTELLECTUAL PROPERTY
In the event CLIENT fails to make any of the payments by the deadline Tozada Web Services has the option to treat as a material breach of Agreement and has the right, but is not obligated, to pursue any or all of the following remedies:
Terminate the Agreement,
B. Withhold all files, artwork, source, commitments or any other service to be performed by
DESIGNER for CLIENT,
C. Seek legal action.
The CLIENT acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the development of any graphic design and all rights in any core files created or developed by Tozada Web Services in connection with the development of any graphic design shall remain the sole property of Tozada Web Services and Tozada Web Services hereby grants to the CLIENT a non-exclusive right to use all such rights in accordance with the graphic design specification upon successful completion of all compensation terms and outstanding balances owed to Tozada Web Services.
Tozada Web Services retains the right to reproduce Graphic Design Work in any form for marketing, future publications, competitions or other promotional uses. CLIENT may not reproduce or otherwise use design mock-ups, drafts, sketches etc. created by Tozada Web Services during work on the Project but not included into the final version of the Project. Such artwork belongs solely to Tozada Web Services who may use it at it's own discretion.
The CLIENT shall not at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by the Tozada Web Services thereof.
10. ENTIRE AGREEMENT.
This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
This Contract shall be construed in accordance with the laws of the United States. This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
Last Updated 05/13/2020