The purpose of having terms and conditions is not to force my way of doing business down your throat, nor to create devious little clauses of fine print so I can squeeze more money out of you over technicalities later during the project. Rather, the purpose is to protect both of us and make clear what is expected from each of us as we do business together. This prevents unpleasant situations where assumptions were made by either you or me that were not at all what the other party thought was so. All this can be avoided by open communication beforehand over money, rights, and so forth. Be cool.
Below are the standard terms and conditions for Bucksaw Creative (referred to in this document as Bucksaw). It is important that you (The Client) take the time to thoroughly read through and ensure you fully understand these terms and conditions before you commence any project with Bucksaw. These terms and conditions may be altered at any time without notice.
1 Payment Terms
The Client agrees to pay a 50% deposit of the quoted amount to commence any design project, with the balance payable prior to delivery. Once research, resources allocated or design work has commenced on a project, this deposit is non-refundable. Bucksaw endeavours to provide design services that meet and exceed a client’s needs and expectations, but in the case of a change of mind by the Client this deposit is non-refundable.
The Client agrees to pay all invoices from Bucksaw within 15 days of the date on the invoice. Late fees may apply.
2 Force Majeure
Bucksaw shall not be liable for any failure or delay in supply or delivery of products/services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of Bucksaw. Including but not limited to war, natural disasters, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.
3 Fees For Service
It is agreed that the fee for service shall be the cost estimates provided in the quote, estimate, or via email, unless work undertaken exceeds work outlined. If work undertaken exceeds the items specified in the quote, The Client agrees to pay appropriate fees for the excess work, outside the scope of the original agreement. Wherever possible the Client will be notified of increases in the scope of the project.
4 Excess Work
This does not mean you are a bad person; everyone changes their mind, just understand it will cost more on top of the agreed upon price.
This is defined as any work involving additions to the list of items defined in the Estimate of Services or changes to all pieces of finished artwork after sign off by an authorised representative of the Client. From time to time the Client will require extra design requirements during a project, or extra files upon completion of a project. The Client will be informed that the alterations or changes requested fall outside the scope of the original estimate. If the Client wishes these alterations to be made they must agree in writing, and a fee of $110 (plus GST if applicable) per hour will be payable.
Should additional design not initially quoted for be requested during the design process, a progress payment will be payable prior to further work being carried out. Otherwise, all additional costs will be added to the final invoice, payable prior to delivery of design files.
Publication and/or release of work performed on behalf of the Client by Bucksaw may not take place before cleared funds have been received.
Any booking fees, delivery fees, design commencement fees, or progress payments are non-refundable once work has commenced if the contract is terminated by the Client, after work has commenced.
5 Liability & Litigation
It is agreed that all work and materials provided for the Client by Bucksaw Creative will be free and clear of all liens and encumbrances and may be lawfully used by the Client without infringing upon the rights of others including, and without limiting the generality of the foregoing, any copyright trade secret patent or trademark rights of any third party.
Under no circumstances shall Bucksaw Creative be liable to the Client for an indirect or consequential loss suffered by the Client relying on the information included in the supplies prepared by Bucksaw Creative including (without limitation) loss of profit, loss of contracts or pure economic loss. Any liability is strictly limited to the direct losses associated with remedial costs of the supplies only, not to include claims for delays, out of sequence working, non productive overtime, award of costs, etc. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.
6 Approval Of Final Artwork
While Bucksaw Creative takes all care to avoid errors, Bucksaw accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production. It is the Client’s responsibility to proofread and approve all final copy before the production of artwork. The email verification of the Client’s representative shall be conclusive as to the approval of all artwork prior to their release for printing, implementation or installation. No refunds or reprints are given after a final approved design has gone to print due oversights by the Client’s proofreading.
7 Print Returns And Refunds
It is agreed that Bucksaw is not responsible or held liable for any errors contained in the final product after the final product has been approved by the Client, (approval may be given in writing), committed to print or posted in view of the public. Bucksaw will not be held responsible for and changes or amendment made after approval. It is the sole responsibility of the Client to notify Bucksaw of any such errors during the revision cycle and before the final files have been generated.
In the event of a need to reprint due to errors in content, the Client must inform Bucksaw within three days of product acceptance, and must return the product (at the cost of the Client) within 10 days of acceptance for assessment.
As with all print projects, payment for re-printed project MUST be prepaid.
8 Print – Colour Variations
With all printing there may be some colour variations from what you have seen on screen to what the final product looks like and previous orders. This is due to the nature of CMYK printing and bulk-run printing system. There will be no reprints at the expense of Bucksaw Creative.
9 Rights & Ownership
There are different options for who owns the rights to the deliverables.
Under Canadian copyright law, anything created by someone is automatically owned by the creator unless the rights are transferred in writing. Almost all design work you see anywhere technically belongs to the designer, even though the client has been given permission to use it for their business. In most cases this is not an issue and many clients and designers are not even aware of this.
In the case of illustrations or similar artistic work created for clients, the artist typically retains the rights to the work even though the client has permission to use the work. This is so the artist may continue to create work using their particular style for other clients, without giving up ownership of said particular style.
In the case of a brand identity the ownership rights of the logo, website design, and other deliverables are typically given over to the client upon full payment and in writing. This is so they may hire other designers to modify elements of the identity as the client sees fit down the road. Transfer of ownership is built into the project price.
At Bucksaw, we are very reasonable and do not withhold ownership and rights from clients if they will need them later. However, these terms & conditions do protect us from having our illustration and design style crippled by clients who want exclusivity to those illustrations.
Concerning the native (original, working) files, the client must realize that they are paying for the finished product only. The designer has every right to keep the native files, as these are their own creation and means of income. Typically the files can be purchased for an extra fee, or the project price may include the transfer of ownership, such as a brand identity system.
Option 1 (Default by any designer or studio unless specified)
Bucksaw Creative retains full ownership of design concepts and materials it produces. This still holds true after the deliverables are given to the Client for use. All print or digital work such as illustrations, artwork, etc. may be displayed and reproduced but may not be modified, adapted, or have derivative works created unless permission is granted from Bucksaw.
Option 2 (Typical for brand identities)
Once a final concept is delivered to a client and full payment is received, complete ownership rights to the concept transfer to the Client. Unused concepts remain the property of Bucksaw Creative. Bucksaw may still use paid-for concepts in its promotional materials and in its design portfolio.
This granting of copyright does not extend to the use of design proposals and concepts submitted to but not approved for the work outlined. Until final payment Bucksaw retains ownership of all artwork and website architecture. Bucksaw reserves the rights to certain elements used to create the Client’s project including RAW files, fonts, patterns, stock images, textures, colour palettes and other non exclusive items.
The Client agrees to fully indemnify and hold Bucksaw free from harm in any and all claims resulting from the client in not having obtained all the required copyright, and/or any other necessary permissions for files or artwork given to Bucksaw to use in the design work for the Client.
The Client is responsible for purchasing and registering any copyright or trademark on the final logo and design.
Bucksaw may still use paid-for concepts in its promotional materials and in its design portfolio.
Unless the Client requests otherwise, Bucksaw retains the right to display a small byline claiming design credit on works it produces, except for corporate stationery. This includes printed material exhibition displays, advertisements and/or a link to www.bucksawcreative.ca on the Client’s website. This will be in the form of a small logo or line of text placed towards the bottom of the page.
The Client also agrees to allow Bucksaw to place websites and other designs, along with a link to the Client’s site on Bucksaw Creative’s own website for self promotional purposes.
Bucksaw reserves the right to use stock images in the creation of designs if required. Costs of this will be outlined to the Client prior to purchase if not included in the proposal quote.
10 Termination Policy
From time to time circumstances beyond the control of either party may result in the need for project cancellation. In the event of the client canceling a project after a project has commenced, the advance payment (deposit) will be forfeited in lieu of compensation to Bucksaw. This is to cover design and administration time spent, resources purchased and allocated, research time and administration costs. If the project is more than 50% completed (this is determined by Bucksaw and the client by negotiation) a prorated payment is payable for time spent up until cancellation notice, at an hourly rate of $110 per hour plus GST.
If a project is canceled by Bucksaw, due to unforeseen circumstances, the deposit will be refunded in full to the Client in a timely manner.
In the event of cancellation of the project by the Client, ownership of all copyrights and the original artwork and disks shall be returned and retained by Bucksaw.
11 Late Payments & Default
Accounts which remain outstanding for 15 days after the date of invoice will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding.
An account shall be considered in default if it remains unpaid for 15 days from the date of invoice or the Client has stated expressly that they do not intend to pay an invoice by Bucksaw Creative, unless prior arrangements have been made. Bucksaw shall at its sole discretion suspend any and all services provided to the Client by Bucksaw or its subsidiaries (including but not limited to hosting, websites designed files, concepts, artwork, and email) and employ debt collection measures until the total outstanding balance has been fully paid. This includes any and all unpaid accounts due for services ordered, including, but not limited to design, hosting, domain registration, search engine submission, maintenance, sub-contractors, printers, photographers and libraries plus bank interest calculated daily for each day payment is overdue.
Suspension of such services does not relieve the Client of their obligation to pay the due amount. Files on external servers, such as hosted e-commerce solutions will be removed and held until payment is made or for 15 days until the Client has paid for their invoices in full.
The Client whose account is in default agrees to pay Bucksaw Creative reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
Bucksaw retains all copyright for work performed until full project costs have been paid. Bucksaw reserves the right to reuse or resell work undertaken in the case of payment default.
Bucksaw accepts no liability or responsibility for loss of income or damage to the client for work removed from third party servers, as a result of non-payment and the Client will not take legal action for any situation arising from invoice disputes or removal of the disputed work in such cases.
This proposal assumes goodwill from both Bucksaw and the Client regarding:
What can reasonably be achieved in a given time frame
Making best use of resources to achieve the most effective outcomes.
You did it! That was definitely a literary marathon. That was a bit of legalese but it’s in your own best interest as well as mine.
If there is anything here that you want further discussion on please contact me.