Shiplee Studio Service Agreement.

PAYMENT TERMS

1.1 The Client agrees to pay a 50% deposit of the total project cost before any services are provided, and the remaining 50% is to be paid before any workable files are delivered.

1.2 If the parameters of the Work change, or if it involves more time than estimated, Shiplee Studio will inform the Client and they can renegotiate the Work’s cost.

1.3 Final Artwork will only be sent once payment has been received in full as clear funds.

1.4 Payment must be received within 14 days of the date of invoice.

1.5 If an invoice is issued and not paid, or is only partly paid within 21 days, you must pay interest in addition to the unpaid amount of the bill. A 15% fee will be accrued every week after the bill is issued until the whole of the bill is paid.

1.6 If the Client does not pay any account within 21 days all work relating to the project will be stopped until such time as outstanding accounts have been paid.

1.7 All payments are non-refundable. Except as required by law, Shiplee Studio will not issue any refunds or credits.

QUOTATION 

2.1 All quotations include 2 revisions of design, (unless stated otherwise) please note revisions are made on the chosen concept and are not considered complete concept changes (please refer to section 2.4 for more details). Any additional changes will incur a fee which will be charged at an hourly rate of $80 (charged in 30-minute intervals). In these circumstances, Shiplee Studio will provide the Client with an estimate of the likely cost of the further revisions prior to commencing any revisions. 

2.2 The quotation of fees and expenses for each project remains valid for 30 days. 

2.3 Unless expressly confirmed in writing, quotations do not include: 
Design: Printing costs, commissioned photography, artwork, font licensing, copywriting, stock photography, and the provision of Working Files - the provision of working files will be subject to an additional quotation and charge. 
Website: Hosting, security, plug-ins, additional features, domain, and any other additional costs that may arise that are out of the scope of the design project.

2.4 Significant design concept changes will incur additional charges. Changes made to the initial agreed design direction outlined in the approved Brand Strategy Form will also incur additional costs (this will be quoted and billed) before the commencement of concept changes.

2.5 The quotation is an estimate only and subject to change, for example where the scope of the work changes or you require more than one revision.

COMMENCEMENT OF WORK 

3.1 Work will only proceed when the initial 50% fee is in clear funds. The initial 50% fee is non-refundable (unless stated otherwise).

3.2 By remitting deposit funds to Shiplee Studio and submitting the Brand Strategy Form, the client is accepting the terms and conditions outlined in the Service Agreement and is entering a contract with Shiplee Studio.

CONFIDENTIALITY 

4.1 Shiplee Studio acknowledge they may be involved in or become aware of information that relates to the Client on a personal level including information related to the client’s past, future, present, customer names, marketing plans, project information, and financial documents. Shiplee Studio agrees to protect all the above information and keep any information obtained confidential. 

4.2 Shiplee Studio is permitted to display final work on their website, social media, or other promotional materials (unless there has been an agreement made with the client and Shiplee Studio).

COPYRIGHT & TRADEMARK

5.1 Copyright of all work is retained by Shiplee Studio. The Client is licensed to use the Final Artwork for the purpose it was originally supplied.  Shiplee Studio retains all rights to share final and unused concepts for promotional purposes.

5.2 If the Client seeks to use any of the Final Artwork for any other purposes, the Client may be requested in writing for a licence to use the work (or any part of it), and the granting of any such licence is at Shiplee Studio’s sole discretion. 

5.3 Shiplee Studio will not take responsibility for any copyright infringements or issues arising from any supplied assets (including but not limited to sketches, images, and fonts) provided by the Client. 

5.4 Shiplee Studio guarantees that any work produced is an original creation and is not the work of any other person or entity. Shiplee Studio will not undertake any investigations to confirm that no other person has created the same or similar work to that created by Shiplee Studio. Any investigations into these issues is the responsibility of the Client. 

Intellectual Property Provisions

6.1 Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Designer hereby grants to Client the exclusive, perpetual, and worldwide right and license to use, reproduce and display the Final Works solely in connection with the Project as defined in the Proposal. Any additional uses will require separate pricing. All other rights, including Copyrights, are reserved by the Designer.

The rights granted to the Client are for usage of the Final Works in their original form only. The client may not crop, distort, manipulate, reconfigure, mimic, animate, edit, extract portions, intentionally alter the color of the Final Works, or otherwise create derivative works based on the Final Works.

IP 1.2 Trademarks. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Designer assigns to Client all of Designer’s rights, including trademark and Copyright, in and to Trademarks created by Designer. The designer shall cooperate with the Client and shall execute any additional documents reasonably requested by the Client to evidence such assignment. Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.

IP 1.3 Client Content. Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademarks, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, modify, display, and publish the Client Content solely in connection with Designer’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.

IP 1.4 Third-Party Materials. Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Designer shall inform Client of all Third Party Materials to be procured by Designer that Client may need to license at Client’s own expense, and unless otherwise arranged by Client, Designer shall obtain a license for Client to use the Third Party Materials consistent with the usage rights granted herein. Client shall indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at Client’s request.

CLIENT CHANGES & APPROVALS 

7.1 In order to avoid errors, text changes, and corrections will not be taken over the telephone and must be provided electronically. 

7.2 It is the Clients responsibility to check and approve your artwork. Shiplee Studio does not accept responsibility for spelling, grammar, dates, punctuation, and/or typographical errors including colour reproduction. 

ELECTRONIC FILES 

8.1 Shiplee Studio agrees to store all final electronic files created for a maximum of one year. 

8.2 A retrieval fee of $25 will be charged to retrieve/transfer any elements of our electronic files from the archive at request, providing related usage rights have been negotiated. 

TIMELINE 

9.1 All projected timelines are estimates only and Shiplee Studio will not be liable for delays to projected timelines. 

CANCELLATION 

10.1 The project deposit is non-refundable, and if the project is canceled by the Client, for whatever reason, the deposit will serve as a cancellation fee, along with a pro-rata payment based upon the time spent if it exceeds 50% of the quoted work. 

10.2 If the Client requests the cancellation of a Contract, Shiplee Studio will determine the cost of the Artwork and/or services provided. The Client will be invoiced this amount minus any deposits paid on the project to date.