Fees are divided into two parts, and are due and payable on the following schedule:
1) Initial Payment The first 50% of Total Fees will be paid upon agreement and no less than three (3) business days prior to the project start date. Project time frame will be locked in only upon receipt of initial payment. Once paid, the agreed time frame will be reserved for your project and no other.
2) Final Payment The remaining 50% of Total Fees will be paid upon completion of project and no more than three (3) business days after the final day of the project. Final files will be delivered once final payment has been received.
Ownership or right of copyright will only be transferred upon receipt of the Final Payment.
Length of Project Quote Validity
Proposals, including Total Project Fees amount, is valid for 2 weeks from the date it is initially sent. If not accepted within 2 weeks, the proposal must be renegotiated. If accepted, the proposal is valid through the completion of the project.
Communication throughout the Project may be conducted via email, text message, and scheduled phone calls. Presentation of the completed work will be conducted in person, via email, or via video call.
The Primary Contact will be the sole point of contact responsible for speaking on behalf of The Client. Spaulding Brand is not responsible for communicating with multiple stakeholders.
If The Client wishes to conduct a meeting over the phone during the project, requests must be scheduled in advance of at least one business day, unless otherwise agreed upon by Spaulding Brand. Phone calls may be scheduled at the discretion of Spaulding Brand.
Feedback is defined as written or verbal response to questions or approval of presented work by Spaulding Brand that are needed in order to proceed with the project. Feedback meetings are clearly defined in the Project Delivery Schedule provided before the project begins.
A Feedback Delay is defined as failure to provide written or verbal response to a request for Feedback as outlined in the Project Delivery Schedule. Feedback Delays will result in the potential delay of final artwork as subject to Spaulding Brand's previously scheduled projects.
Project Time Frame
Project start date and end date are determined between Spaulding Brand and The Client. Agreement to the terms and receipt of the Initial Payment are required prior to project start.
Project Time Frame is an estimate based on expectation of receiving next-day Feedback from The Client when Feedback is requested. Delays in Feedback beyond one business day will push the Project Time Frame back the same number of days as has been delayed.
The Client must assume that all additions, alterations, and changes to concepts or direction, beyond the details contained in the proposal, will alter the Project Time Frame and Total Project Quote. Any change requests, may result in a redefinition of the Project Time Frame if accepted by Spaulding Brand.
The Client agrees to provide content and goals before Project Start or as outlined specifically in the project proposal. Any specific concepts, ideas, and strategies must be communicated before Project Start, or as outlined specifically in the project proposal, to be considered during the course of the project.
Information provided after Project Start may or may not be considered during the process and may alter the Time Frame and cost as outlined in the Changes section.
Spaulding Brand will be considered in default if they fail to complete the project by providing the Deliverables as defined in the proposal.
The Client will be in default if they fail to provide Feedback as defined within 2 business days or fail to pay according to the Payment Schedule as defined.
Either party may terminate this agreement if the other party is in default and has failed to correct the default within 30 days after written notice of the default and intent to terminate by the non-defaulting party. Legal action will be taken if payment for expenses already incurred is not paid within 30 days of notification of default.
In the event of cancellation of this assignment by The Client for reasons unrelated to Default on the part of either party, ownership of all copyrights, concepts, and original work shall be retained by Spaulding Brand, and The Client shall pay Spaulding Brand for expenses already incurred.
Ownership of work
Upon receipt of the Final Payment, Spaulding Brand grants an exclusive license to The Client to use the file(s) defined in Deliverables. Spaulding Brand reserves the right to display the work in a portfolio or for marketing or promotional purposes.
The Client shall indemnify Spaulding Brand against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.
Modifications of the terms of contracts must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval.
Spaulding Brand will not work with client-modified versions of Spaulding Brand’s work.
Warrant of Originality
Spaulding Brand warrants and represents that, to the best of his/her knowledge, the work they produce is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through The Client from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; and that the work prepared by or used by Spaulding Brand does not contain any scandalous, libelous, or unlawful matter.
This warranty does not extend to any uses that The Client or others may make of Spaulding Brand’s product that may infringe on the rights of others.
The Client expressly agrees that it will hold Spaulding Brand harmless for all liability caused by The Client’s use of Spaulding Brand’s product to the extent such use infringes on the rights of others.
Limitation of Liability
The Client agrees that it shall not hold Spaulding Brand or his/her agents or employees liable for any incidental or consequential damages that arise from Spaulding Brand’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Spaulding Brand or The Client, any client representatives or employees, or a third party.
Acceptance of Terms
By signing an agreement, Spaulding Brand and The Client agree to the whole terms and intend to be bound thereby.
Initial Payment officially reserves your project's place on the calendar. No other project will have Spaulding Brand's time or attention during your reserved project time.
You can receive a partial refund on Initial Payment if you cancel your project reservation at least 3 business days prior to the project start date. Spaulding Brand will retain 50% of your initial payment and the remaining 50% will be returned to you within 3 business days.
No refunds will be issued after the project begins.