Terms & Conditions
1.0 Services Rendered
Validation & Strategy
We’ll deliver the findings of your brand discovery and your new brand strategy in a PDF document, which will be presented to you in person at our studio, or at your offices.
Once the Brand Strategy document has been signed off, our designer will create two brand identity concepts for you to review before developing your brand guidelines. Your final brand guidelines will be in PDF format and presented to you in person at our studio, or at your offices.
We’ll deliver the strategy, roll-out schedule/plan and branded launch materials in a PDF document and a folder of assets. This will be presented to you in person at our studio, or at your offices.
You’ll have two or more opportunities to review our work and provide feedback. If, at any stage, you’re not happy with the direction our work is taking, you will pay us in full for everything we’ve produced up to that that point and then cancel our contract agreement.
We can’t guarantee that our work will be error-free (we’re only human!) so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and existing brand, and to cooperate with us in expediting the work.
3.0 Charges for Services Performed
3.1 Requests above and beyond those listed in the budget may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur fee to resume work at the discretion of your company.
4.0 Terms of Payment
4.1 Billing Schedule
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
The total budget for this project is shown in your brand development plan.
We will split this total cost into four equal monthly invoices. These invoices will be sent monthly and will be due on receipt. Invoices must be processed upfront before work can commence or continue.
You agree to supply Notepad with all necessary purchase order numbers and other internal information required for invoice processing before the close of the month of work (if applicable).
4.3 Client Agreement to Pay
You agree to pay our initial (1st) invoice upon receipt which will cover our costs for the project. Any additional invoices after that for new work will have 7 day payment terms. In the event payment is not made within 7 days, Notepad will charge a late payment fee of 1% per week on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Notepad pays for carrying overdue invoices from the delay. In addition, Notepad reserves the right to stop work until payment is received.
4.4 Collection Costs
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of Plans
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
6.0 Responsibilities of ‘the company’ and ‘Notepad’.
6.1 The company’s responsibility for Releases
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 Client Responsibility for Releases
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them.
Then when your final payment has cleared, copyright will be automatically assigned as follows:
You’ll own the written and visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
6.3 Client Responsibility for Accuracy
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
Notepad acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by your company or disclosed by your company to Notepad.
This Agreement shall become effective on contract signing and shall continue until terminated by either party upon not less than 30 days’ notice in writing given by either party to the other.
8.0 Termination for Cause
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.1 Materials Unpaid For
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.2 Transfer of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by the company to Notepad. Notepad shall transfer, assign and make available to the client all property and materials in its possession or control belonging to the client. The client agrees to pay for all costs associated with the transfer of materials.
9.0 General Provisions
9.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of England.
9.2 Representations and Warranties
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 Entire Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the client that any such materials and services, are non cancelable.