Graphic design terms and conditions

Graphic design terms and conditions contents

1. Definitions: definitions.
2. Term: commencement of term; end of term: indefinite, acceptance, event or date; each contract distinct.
3. Services: obligation to provide services; standard of services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests.
4. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
5. Acceptance: acceptance review by second party; deemed acceptance of deliverables; deliverables do not meet acceptance criteria in review; subseqent failures of deliverables to meet acceptance criteria in review; consequences of acceptance of deliverables.
6. Client
   Materials: supply of
   Client
   materials; licence of
   Client
   materials; warranties relating to 
   Client
   materials.
7. Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
8. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
9. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
10. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
11. Designer
    's confidentiality obligations:
    Designer
    confidentiality undertaking; disclosure of confidential information by
    Designer
     to certain persons; exceptions to
    Designer
    confidentiality obligations; disclosures of
    Client
    confidential information mandated by law etc;
    Designer
    to stop using confidential information upon termination;
    Designer
    to return or destroy confidential information following termination;
    Designer
    confidentiality obligations after termination.
12. Designer
     publicity obligations: no public disclosures by
    Designer
    ; permitted public disclosures by
    Designer
    .
13. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
14. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
15. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
16. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
17. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
18. Status of
    Designer
    : first party is independent contractor not employee; no redundancy or compensation.
19. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
20. Subcontracting: subcontracting permitted.
21. General: no waiver; severability; variation written and signed; asymmetric assignment of contractual rights; no third party rights; entire agreement; governing law; exclusive jurisdiction.
22. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

STATEMENT OF WORK