3. The quote is an estimate, but no costs or expenses will be added or incurred without your prior approval.
4. Honoring the Process: Client-side Executives & Revisions
The work is always only as good as the process that produces it. Our work is good because our process is good. We believe in our process and insist on it because we know that your success depends on it.
A. REQUIRED: GO-TO EXECUTIVE
We love working with boards, committees, etc., and we strongly recommend—and in some cases require—that all stakeholders, persons with influence or say, etc. be present at any and all strategy meetings, and we’d also like to be able to have their ears and input as needed throughout the process.
However, we always require that there be one representative on the Client’s side who has executive, decision-making authority over the project. The go-to executive will be our primary point of contact throughout the course of the project, and will presumably have the authority to answer questions and make decisions with respect to the project.
This will help ensure that all final solutions are grounded in objectives and not subject to a multitude of conflicting opinions or personal preferences, as well as the timely, cost-effective completion of the work.
B. ADJUSTMENTS AND REVISIONS
If applicable, adjustments/revisions are granted by the round. A ‘round’ of adjustments consists of one series of unlimited modifications or revisions to existing proposed creative solutions and aesthetic details thereof. Examples might include:
- changes to fonts or colors
- different arrangement or combination of, or modification(s) to existing elements
- modification(s) to elements of a particular piece, graphics or logo
An adjustment is not something like:
- a completely new design scheme
- addition of new information or content not delivered or specified before the work began
- the inclusion of new special resources (see item 6) not delivered or specified before work began
- creation of a new or additional variant or a version that was not part of the original agreement
- any changes or modifications of any kind after the Client has given final approval, whether verbally, in writing, or by making final payment
If the Client desires any rounds of adjustments beyond those specified in the original agreement, they may be purchased at the rate of $180/hr. Execution of said revisions will be based on the availability of the Consultant, and time estimates may or may not be given on said rounds.
5. I agree to do the agreed-upon work, and you agree to pay for that work at the agreed-upon price.
A. SCOPE OF AGREEMENT
The scope of our agreement is only with respect to the execution of the work itself as agreed upon. I.e., I am agreeing to do the work as outlined in the project deliverables, and you are agreeing to pay me for doing that work.
The scope of our agreement is not with respect to any assessments of, satisfaction with, results from, returns on, or outcomes of the work. This agreement in no way promises, constitutes, or suggests a promise or guarantee to you of satisfaction, measurable results, longevity, infallibility, outcomes, or returns. Again, the agreement is with respect to the execution of the agreed-upon work at the agreed-upon price. While all de la Riva Brands’ work is in accordance with broadly-accepted industry best-practices and at executed at the highest possible standard according to ability and experience, the work cannot be guaranteed for at least two reasons: first, outcomes of perspective/opinion/etc. cannot be guaranteed or controlled; and second, risk can be minimized but never eliminated.
That notwithstanding, please keep in mind that client satisfaction—and ultimately the success of your business/endeavor—is my primary concern, and I’ll always do my best to work toward your satisfaction, and I am willing to do so even at my own expense and even when it’s not my fault, though I am under absolutely no obligation to do so.
B. TIMELINE & LIMIT OF RESPONSIBILITY
Please keep in mind that the project timeline, estimated date of completion, target completion date, etc. is an estimate only, and that natural delays in the process because of coordinating calendars/schedules, the back-and-forth nature of workweek communication, etc. are normal and will not be viewed by either party as a dereliction of contractual obligations by either party per se, so long as communication is ongoing and we both remain engaged in the process. Please also keep in mind that delays on your end with respect to scheduling, communication, delivery of assets or information, etc., can and will affect the timeline.
Furthermore, I am not responsible for work that is late or not executed because of delays on your end with respect to scheduling, communication, delivery of assets or information, etc., or because of dereliction of contractual obligations on my your part in the form of desertion, failure to make payment, or violation of terms; neither am I responsible for work that is late because of circumstances beyond my control, including death, catastrophe, or illness.
C. PROJECT CANCELLATION
If you decide to cancel the project at any point for any reason(s) other than failure to fulfill contractual obligations on my part in the form of desertion, dereliction, failure to execute the agreed-upon work, or violation of any of the terms contained in this agreement, any payment or deposit will not be refunded, and you will be billed for any/all outstanding costs for work done and/or expenses incurred up to the point of cancellation. Any late fees will be applied accordingly beginning at the point of cancellation.
If I cancel the project at any point because of your failure to fulfill contractual obligations in the form of desertion, dereliction, failure to make agreed-upon payments, or violation of any of the terms contained in this agreement, any payment or deposit will not be refunded and you will be billed for any/all outstanding costs for work done and/or expenses incurred up to the point of cancellation. Any late fees will be applied accordingly beginning at the point of cancellation.
Cancellations must be made in writing and submitted via email to firstname.lastname@example.org or by letter and mailed to the above address.
6. You are invited to include any special resources you’d like, and you agree to cover any expense associated with those.
You are invited to include any special resources you’d like—things like images, graphics, backgrounds, fonts, plugins, scripts, software, templates, etc.—given three conditions: 1) you agree to cover any expenses associated with those resources; 2) their nature or content is not objectionable (see item 15), and 3) the quality and/or resolution is acceptable (typically only vectors or high-resolution images will be accepted).
7. Any special resource that you provide is an affirmation that you have the legal right to use it.
I cannot be held responsible for using, at any point during the course of the project, any special resource I receive from you.
8. We’re only liable to each other for what we owe each other.
My liability is to you only and will be limited to the amount of fees payable under this contract, and I am not liable to you or to any third party for damages, including lost profits, lost savings, or other incidental, consequential, or special damages, etc., even if I have been advised of the risks. Likewise, your liability is to me only and will be limited to the amount of fees payable under this contract plus payment for any or all additional work executed or expenses incurred in the course of the execution of the project. You also won’t be liable to me or to any third party for damages, including lost profits, lost savings, or other incidental, consequential, or special damages, etc., even if you have been advised of the risks.
9. Barring any other agreements or circumstances, you own the work.
Unless otherwise specified or barring any other circumstances, you own all rights to the final design(s), product(s), and/or file(s) created or collected during the execution of the agreed-upon work (hereafter “final solution”), which means that you can use it/them and reproduce it/them in any way you wish, and that I cannot resell it/them to anyone else. However, I will retain full ownership of and rights to everything that is created or collected during the course of the project that is not used or included in the final solution (for example, a logo version that is rejected and unused). That said, I will use wisdom and discretion so as not to sell or use anything in final solutions of future projects of other clients that could be confused with, or that bears direct resemblance or obvious relationship to, your final solution.
I will retain the right to use everything created or collected in the course of the project—final or otherwise—for my portfolio, the promotion of my own work or business, educational purposes, or any other purpose that does not violate your ownership rights of the final solution.
10. Ownership rights will be transferred and the work will be released when full payment is satisfied.
The granting of any and all rights of ownership, usage, and reproduction with respect to any design(s), solution(s) and/or file(s), final or otherwise, is contingent upon full payment for the work, until which time I retain all rights to said design(s), etc.. Any usage of said design(s), etc., not paid for will constitute a violation of copyright law, and you will be responsible to me for any expenses I incur in attempting to obtain or recover payment or design(s), etc. Furthermore, if I have to pursue legal proceedings against you in order to obtain or recover payment or design(s), etc., you will be responsible to me for any expenses I incur.
11. Statement of mutual non-disclosure: We both promise not to share, compromise, sell, or misuse each other’s private information.
The Consultant and the Client promise not to share, compromise, sell, or misuse each other’s Confidential Information.
As used in this statement, “Confidential Information” refers to any information which has commercial value and/or is either: (i) technical information, including account names, passwords or other administrative information, patent, copyright, trade secret and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulas related to the current, future and proposed products and services of the Consultant and Client, respectively; or (ii) non-technical information relating to the respective products of the Consultant and the Client, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans, and any other information which is proprietary and confidential to the Consultant or Client, respectively. The Consultant and the Client both affirm lawful right to use and/or provide, and responsibility for, any Confidential Information provided to the other, respectively.
The Consultant and the Client will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to the other, whether or not in written form. The Consultant and the Client agree to treat all Confidential Information of the other with at least the same degree of care as they accord their own Confidential Information. The Consultant and the Client further affirm that they exercise at least reasonable care in protecting their own Confidential Information, respectively.
12. For web projects that include hosting and/or domain registration: You are the owner of the domain(s) which you own, and de la Riva Brands is merely the web services provider.
Barring any other conditions or circumstances, you are the owner of the domain(s) which you own and/or for which you’ve paid, and de la Riva Brands is merely the provider of web services. With respect to domain hosting and/or registration, you are free at any time to obtain service through another provider, and any authorization codes that apply will be provided to you as soon as possible upon your request.
I am not obligated at that time, however, to assist with or provide advice concerning the setting up of those services with the new provider. Furthermore, once you have received any authorization codes and/or any domains have been unlocked, establishment of new service is your responsibility and I cannot be held responsible for any lapses in web services including email, hosting, or registration, and am not responsible for any fees or charges, late or otherwise, that are incurred as a result of the change of provider.
If you do decide at any point during the contract term to obtain hosting and/or registration services with another provider, please keep in mind that you will be responsible for charges up and including the full amount of what you were originally charged for those services, and that release of any authorization codes and/or domains is contingent upon full payment of those charges.
13. You agree not to ask or attempt to force me to do work that violates my rights or conscience.
With either your payment (in part or in full) or your signature of this contract (manual or electronic), you acknowledge that I refuse to employ my talents or services in any work that contains, celebrates, or promotes:
- pornography, nudity, or sexually-suggestive material;
- recreational drug use or intoxication;
- criminal or illegal activity;
- gore or violence;
- controversial social, moral, ideological, or political causes, subjects, or topics;
or any cause, stance, or ideology to which I am sincerely and irreconcilably conscientiously opposed. You also acknowledge that any work I do in this regard is entirely at my own discretion as a free, private individual. Furthermore, you agree to honor and abide by my rights and conscience in this regard, and that you will not ask me or attempt to coerce me to violate either, and that you are responsible for any and all costs and expenses I incur as a result of any and all legal proceedings that you pursue in this regard.
14. By making payment or signing, you are affirming that you agree to this contract and promise to abide by it.
Either your payment (in part or in full) for the services outlined above or your signature of this contract (manual or electronic) constitutes your agreement to, and your promise to abide by, the terms and conditions outlined in this contract. Work on the project will not formally begin until the Consultant has received payment, at which time the terms of this contract will be affected.
15. These terms are occasionally updated.
The terms of this agreement can be and are occasionally updated, and we will not typically notify you of those updates. However, we are only bound by what we agree to with respect to these terms on the day of your payment or signature, and these terms can always be found and are available for download at https://bit.ly/d-Brands-Terms.
Questions or Comments?
If you have any questions, comments, or concerns about anything in this agreement, please don’t hesitate to contact us. Thank you for working with de la Riva Brands.