This agreement is between Butler Branding (also referred to as “Butler” and/or “the Designer”) and “the Client”, specifying the terms of design services rendered to Client by Butler.
Project Description
A proposal outlining the details and Scope of Work of the project along with pricing has been submitted to the Client, and the Client agrees to the said scope and price.
Client-Designer Communication
Client is responsible for providing Butler with a primary point of contact who will act as the leader for the project on behalf of the client, as well as a secondary point of contact. Butler also agrees to provide Client with a primary and secondary point of contact. Both parties will provide the first and last name, direct phone line and preferred email address for points of contact.
Client agrees to make all attempts to respond to all communications by Butler in a timely manner, understanding that failure to do so may jeopardize deadlines agreed upon by both Client and Butler, and/or accrue additional fees for overages detailed in the PAYMENTS section.
Both parties understand that Butler will communicate primarily through email. Emails initiated by Client should be addressed to the Project Manager assigned with a clear description in the subject field. Though additional individuals, employees, teammates, vendors, etc. may be included in some email correspondence throughout the duration of the project, all primary and secondary points of contact must be included in all email correspondences related to project updates, deliverables, feedback, and deadlines.
Payments
Client agrees to pay the full design cost outlined in the proposal and scope of work created by Butler and approved by Client in accordance with the payment schedule outlined in the Scope of Work. It is understood that additional expenses during the project may accrue for various reasons including, but not limited to:
- Change orders – When work is added to or deleted from the original scope of work
- Overages – Additional fees that may be accumulated for various reasons, such as failure or lack of communication, pausing and/or stopping production, requirement of additional resources or specialists, etc.
- Additional Assets – Butler accounts for a reasonable amount of project materials, resources and/or assets that may need to be acquired to complete the project. The Client may assume financial responsibility for additional assets if excess amounts of assets (assets that exceed the initial estimate) are acquired at the Client’s request.
- Scope Creep – When the scope of work transforms during production at the Client’s request
- Travel – Client will assume any and all additional costs for travel (airfare, hotel, etc.) + $75/day per diem per Butler Teammate required, if requested by Client.
- Physical Materials – unless otherwise specified the proposal and scope of work outlines strategy, design, development and other such services. Tangible materials, such as print collateral and physical marketing materials, may be an additional fee.
Butler will invoice Client and Client agrees to pay all invoices on time, in accordance with the Scope of Work, Timeline and/or Payment Schedule. The initial invoice and payment acts as a non-refundable deposit. The deposit will be applied to the total amount of the project. All payments towards development, consulting, production and design time are non-refundable. Payments can be made to Butler via cash, check, credit card, or online payment through Butler’s online payment gateway.
Butler will make sufficient attempts to inform Client of the progression and completion of any project, and Client is responsible to respond in a timely manner – within three business days of Butler’s attempt to correspond. In such cases where Client is unresponsive (both the Primary and Secondary contacts are not responding) or when Client is approaching the three business day threshold, Butler will provide an additional three business day grace period before accruing fees for overages. Overages may also apply if in the case the Client is late in responding to Butler with Revisions or Feedback in accordance with the Scope of Work and Timeline.
This fee will be up to 10% of your project cost. It can take approximately 10 hours (per team member) to reacclimatize to an old project once it has been halted. This fee allows us to readjust our workflow, reacquaint ourselves with the project and get our team members back up to speed. If you foresee any upcoming pauses in your project, please talk with us about it in advance so we can plan accordingly and potentially keep you from being charged the additional amount.
Butler reserves the right to charge the Client for work that has been completed and remains unpaid. Butler will attempt to charge the Client’s last credit card used if the credit card information is stored in Butler’s payment system.
Ownership of Artwork
Butler is indemnified from any Copyright infringement on any materials (including artwork, images, text, logos, etc.) that the Client provided to Butler. If Client directs Butler to pull images and/or content from any other site online, then that content is considered as provided by the Client to Butler. The Client is responsible for providing original content, including images and artwork, to Butler for use on any marketing materials (including websites) that Butler creates for the Client. Butler is not responsible for any images used on the Client’s projects that the Client provided to Butler.
Until full payment has been made, Butler retains ownership of all original artwork created or provided by Butler, or parts contained therein, whether preliminary or final.
Upon full payment, Client shall obtain ownership of the final artwork to use and distribute as seen fit.
Butler retains the right to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, marketing materials, and personal or business portfolio.
Where applicable, Client will be given any necessary credit for usage of the project elements.
Production Schedule/Delivery of Project
Client will assume, if any, all shipping or insurance costs related to the project. Any alteration or deviation from the above specifications involving extra costs will be executed only upon approval with Client.
Butler shall not incur any liability or penalty for delays in the completion of the project due to actions or negligence of Client, unusual transportation delays, unforeseen illness, software malfunction, or external forces beyond the control of Butler. If such event(s) occur, it shall entitle the designer to extend the completion/delivery date by the time equivalent to the period of such delay, or to cancel the project and grant full refund if necessary.
Butler shall not be held liable for any designs and or logos and or text given by Client to Butler. Client is held 100% responsible for work given to Butler.
Non Circumvent
The Parties irrevocably agree not to circumvent, avoid or bypass each other, directly or indirectly, to avoid payment of fees or commissions or any other benefit, either financial or otherwise, in any corporation, trust, partnership or other entity, or individually revealed by either party or other, in connection with current project and any additions, renewals, extensions, rollovers, amendments re-negotiations, new contracts or third party assignments related to any project. This includes the Client not to contact and/or contract with any of Butler’s known employees and/or teammates who are currently under contract with Butler for existing and/or future branding projects. Additionally, Butler is entitled to exercise its right to seek restitution of any future monies that is and or may have been lost due to the client’s breech of this non-circumvent.
Third Party Shipping
In the event any material necessary for the production of the project must be shipped to a third party for additional processing, typesetting, photographic work, etc., the designer will incur no liability for losses incurred in transit, or due to the delay of the shipment of the third party.
Claims Period
Claims for defects, damages, and/or shortages must be made by Client in writing within a period of fifteen (15) days after delivery of all or any part of the order. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with terms, conditions, and specifications.
Proofing of Final Project
The designer shall make every effort to ensure the final product is free of any grammatical and spelling errors, before giving the final product to Client. It is agreed that it is Client’s responsibility to ensure that there are no spelling or grammatical errors contained in the final product. It is agreed that the designer is not responsible or held liable for any errors contained in the final product after the final product has been paid for, committed to print or posted in view of the public.
Cancellation
In the event of cancellation of the project, ownership of all copyrights and the original artwork and disks shall be returned and retained by Butler including any deposits made by Client to Butler shall be forfeited.
Confidentiality
All correspondence and documents provided will be treated as confidential between Client and Butler, unless consent has been granted by both parties involved or correspondence and or document is public knowledge.
Archiving Files
Butler is not responsible for archiving or saving any files for Client’s future use. However, repeat Clients may request that particular files (such as company logo or a repeated-use design) be archived for use in upcoming projects.
Project Consideration (Standard of Work)
Butler is proud to be a family owned and operated company whose owners hold to their own personal moral, ethical, religious, political, and philosophical beliefs. Therefore we will not accept projects that promote specific religious, mystical, political or ideological beliefs, or projects we find morally questionable, unethical, or distasteful unless said projects are specifically approved by Butler. Butler has the right to deny service to any individual or company for any reason, without risk.
No projects or materials that provide, sells, or offers to sell the following will be considered:
- Controlled substances
- Controlled substance paraphernalia
- Illegal drugs and/or drug contraband
- Illegal weapons
- Pirated materials
- Instructions on making, assembling or obtaining illegal goods or weapons to attack others
- Information used to break copyright, violate the trademark of or to destroy others’ property or information
- Information used to illegally harm any people or animals
- Pornography, nudity, sexual products, programs or services
- Escort services
- Other content deemed adult related
- Foul language and profanity in the site content, and in the domain name are prohibited
On any project that is accepted, Butler reserves the right to refuse creating, customizing, or uploading additional content that was not previously made clear to Butler which we feel violates the Butler Standard of Work as mentioned above. All activities may be monitored, recorded and examined by any authorized person, such as law enforcement.
Acceptance of Agreement
The above terms and conditions are accepted upon confirmation by Client to Butler, or Client’s submission of payment of the deposit on a proposal submitted to Client by Butler. Butler is authorized to execute the project as outlined in this agreement once confirmation has been received. Payment will be made as proposed above by Client.