Agreement between DEVELOPER (MODDED, INC.) and the CLIENT. Set in motion by any payment of funds to DEVELOPER on a project or job agreed to by DEVELOPER and CLIENT.
GENERAL WORKING AGREEMENT – This document defines the terms and conditions of our working relationship. All projects or services that DEVELOPER may be contracted to produce or provide for CLIENT will be subject to the following:
WORKING/BILLING PHASES – Based on our experience with long-term design communications projects, we have found that it is mutually advantageous to handle each project in logical working/billing phases.
Concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating, and billing in several phases permits DEVELOPER or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed only through phases and/or portions of phases that were actually completed by DEVELOPER. For each project, CLIENT will receive a proposal/estimate outlining the project specifications and our proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses.
We will begin work upon CLIENT’S approval of the written estimate. Your approval (written or oral) will constitute an agreement between us.
PAYMENT/ESTIMATES – CLIENT agrees to pay DEVELOPER in accordance with the terms specified in each proposal/estimate. On accounts that have not submitted a credit application and been approved by our credit department, will be required to pay 50% of the project cost before work can begin.
Unless otherwise specified, all subsequent balances due are payable upon art approval. Interest on past due balances is 18% per annum or 1.5% per month. We reserve the right to refuse completion or delivery of work until past due balances are paid.
Estimate: Billing will reflect the actual costs incurred. Valid for only 30 days from date on estimate. Client requested changes will be billed additionally. The client will be notified of any price changes.
OUT-OF-POCKET EXPENSES – Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, color printouts, laminating, illustrations, separations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to sales tax unless 1) You are a nonprofit organization; or 2) the work is for resale and you have submitted a resale certificate to DEVELOPER. If consultant or supervisory services are required in out-of-town locations, we will bill lodgings, meals and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.
Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.
OVERTIME – Estimates are based on a reasonable time schedule, and may be revised to take into consideration your “Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate. In addition, outside suppliers such as service bureaus charge a 100% to 200% markup on overtime after 5:30pm and weekends.
NATURE OF COPY – CLIENT agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, service mark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
ERRORS AND OMISSIONS – It is the CLIENT’S responsibility to check proofs and prototypes carefully for accuracy in all respects, ranging from spelling to visual design and functionality. DEVELOPER is not liable for errors or omissions. Your signature or that of your authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation.
TELECOMMUNICATIONS – CLIENT shall pay for all transmissions charges. The DEVELOPER is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable, satellite network or from incompatibility between the sending and receiving equipment.
OVER RUNS AND UNDER RUNS – The CLIENT will accept over runs or under runs that do not exceed 10% of the quantity ordered on all jobs. The DESGINER will bill for actual quantity delivered within this tolerance. If the CLIENT requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
ACCEPTANCE – Due to strict timeframes we must implement this term. During the course of any project, the CLIENT must make themselves available for questions and direction to the DEVLEOPER. DEVELOPER will allow a pre-determined number of revisions per project indicated in the job overview. Each review by CLIENT must be made within 72 hours of item delivery by DEVELOPER. Failure to respond within that amount of time will be considered “ACCEPTED” by all parties and no further changes can be made to that portion of the project without further labor costs being added to the final cost of the project. This is in the interest of saving time and moving the project forward without adding scope or project delays. This acceptance term also applies to the final project delivery.
PLACEMENT OF ADVERTISING – At your request, we will purchase media space on your behalf through our media division. Space will be billed to you at current rates plus the standard agency commission.
INSPECTION OF BOOKS – Upon reasonable notice, any and all invoices from our vendors, time sheets and other documentation relating to your account will be available to you. PROPERTY AND SUPPLIER’S PERFORMANCE – DEVELOPER will take all reasonable precautions to safeguard the property you entrust to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, DEVELOPER is not responsible for failure on their part.
If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. If at all possible, we will attempt to do so, but we cannot in anyway be held responsible for quality, price, performance or delivery.
LIEN – All materials or property belonging to CLIENT, as well as work performed may be retained as security until all just claims against the CLIENT are satisfied.
RIGHTS OF OWNERSHIP – Once a project has been delivered by us and is fully paid for by CLIENT, DEVELOPER will assign the reproduction rights of the design for the use(s) described in the proposal.
We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, firm newsletter, brochures, slide presentations and similar media. We agree to store mechanical boards and computer disks for a period of 6 months beyond the delivery of a job. Thereupon, we reserve the right to discard them.
TERM AND TERMINATION – The term of this agreement will continue for work in progress until terminated by either of us upon thirty (30) days written notice. If you should direct us at any time to cancel, terminate or “put on hold” any previously authorized purchase, we will promptly do so, provided you hold us harmless for any cost incurred as a result. A “Kill Fee” may or may not be applied to the termination of a project up to the total amount of money paid toward the project. No refunds will be given. Upon termination of this agreement, DEVELOPER will transfer to CLIENT all property and materials in our control and for which you have paid. CLIENT will hold DEVELOPER harmless for any loss or expense (including attorney’s fees) that should arise from material provided by CLIENT in the production of the CLIENT’s works, or that which has been “ACCEPTED” by the client.
INDEMNITY – The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers, directors and employees (collectively, Client) against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the Consultants negligent performance of professional services under this Agreement and that of its sub-consultants or anyone for whom the Consultant is legally liable. The Client agrees, to the fullest extent permitted by law, to indemnity and hold harmless the Consultant, its officers, directors, employees and sub-consultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the Client’s negligent acts in connection with the Project and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is legally liable. Neither the Client nor the Consultant shall be obligated to indemnify the other party in any manner whatsoever for the other party’s negligence.
PRODUCTION SCHEDULES – Production schedules will be established and adhered to by both CLIENT and the DEVELOPER, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the Client or the DEVELOPER. Where production schedules are not adhered to by the Client, final delivery date or dates will be adjusted accordingly.
ADDITIONAL PROVISIONS – The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State applicable to agreements entered into and performed in the State. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement.
If we must retain attorneys to collect our invoices, we will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.
PROJECT SCOPE & REQUIREMENTS – CLIENT agrees to provide the full details of the project and/or sign-off on requirements prior to its start date. Any additional details, scope or features will be added as “Feature Requests” and will be implemented after the original requirements have been satisfied and the final invoice has been satisfied unless otherwise discussed with verbal or written sign-off by both parties.
These terms shall be deemed “Accepted” with the client action of paying any amount toward a product or service provided by the “Developer”.