Do you need to use a terms and conditions? Yes.
In my pervious post, I talked about red flags to watch out for when working with clients.
Even if no red flags show up, a terms and conditions agreement should be mandatory. Don’t go on the hope—or your “gut”—that everything will go smoothly.
It’s important to set expectations and boundaries. Sometimes things go wrong. A terms and conditions will help guide the process.
I’ve used a few different terms and conditions throughout my career. The one I’m including below was crafted mostly by the folks at seanwes. I’ve made a few changes of my own. Of course, your particular circumstances may be different. Use this as a guide to building your own, so feel free to copy and edit for your own particular usage.
The Client: Acme Widgets
Primary Contact: John Doe
Project: Event Poster
Date: November 21, 2018
Project Details
● Event Poster (Include specific details)
Deliverables
High-resolution TIFF
Exclusive License Details
Permission to display 2 posters at Acme Widgets 2019 Sales Meeting (January 17-20, 2019).
Total Project Quote: $2,000
Payment Schedule
Fees are due and payable on the following schedule:
● $1,000 upon agreement (Initial Payment)
● $1000 upon completion of project (Final Payment)
Initial Payment is required within 5 business days of signing the agreement or proposal must be renegotiated. Ownership or right of copyright will only be transferred upon receipt of the Final Payment. Payments are non-refundable.
Length of Project Quote Validity
This proposal, including Total Project Quote amount, is valid for 14 days from the date it was initially sent. If not accepted within 14 days, the proposal must be renegotiated. If accepted, the proposal is valid through the completion of the project.
Project Time Frame
Project Start is November 22, 2018. Project Time Frame is 4 weeks. Agreement to the terms and receipt of the Initial Payment are required prior to project start.
Project Time Frame is an estimate based on expectation of receiving next-day Feedback from The Client when Feedback is requested. Delays in Feedback beyond one business day will push the Project Time Frame back the same number of days as has been delayed.
Summary
I’ll always do my best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. I want what’s best for both parties, now and in the future.
You have the authority to enter into this contract on behalf of yourself, your company or your organization. You’ll give me everything I need to complete the project as and when and in the format I need it. You’ll review my work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together and accept that delays in supplying required information, feedback or materials might result in significantly longer delays to the delivery of the finished work.
I have the experience and ability to do everything we’ve agreed to and I’ll do it all in a professional and timely manner. I’ll endeavour to meet every deadline that’s set and on top of that I’ll maintain the confidentiality of everything you give me.
Communication
Email is the preferred method of communication for Randy Preising Lettering & Illustration. If a meeting is held over the phone, Randy Preising Lettering & Illustration will provide written follow-up of what was discussed via email.
The Primary Contact will be the sole point of contact responsible for speaking on behalf of The Client. We are not responsible for communicating with multiple stakeholders.
Feedback
Feedback is defined as a written response to questions asked by Randy Preising Lettering & Illustration that are needed in order to proceed with the project.
All changes are to be indicated by you via a commented PDF or clearly marked in an email. A signature by you, indicating approval of all artwork is required before release for printing, fabrication or posting files to a server. In some cases, for expediency, an email approval will suffice. You will accept responsibility for any errors that may exist after approval has been given.
A Feedback Delay is defined as failure to provide a written response to a request for Feedback within 1 business day. Feedback Delays will result in the Project Time Frame being pushed back the same number of days as has been delayed. Feedback Delays resulting in a total of 5 business days may result in a redefinition of the Project Time Frame by Randy Preising Lettering & Illustration.
Revisions
The Client must assume that all additions, alterations, and changes to concepts or direction, beyond the details contained in the proposal, will alter the Project Time Frame and Total Project Quote. Any change requests, may result in a redefinition of the Project Time Frame if accepted by us.
Information Gathering Phase
The Client agrees to provide content and goals before Project Start. Any specific concepts, ideas, and strategies must be communicated before Project Start to be considered during the course of the project.
Information provided after Project Start may or may not be considered during the process and may alter the Time Frame and cost as outlined in the Changes section.
Permissions for Supplied Materials
You guarantee that all elements of text, images, logos, trademarks or any other material you provide are either owned by your good selves, or that you’ve permission to use them. You shall indemnify, defend and hold Randy Preising Lettering & Illustration harmless from any claim, suit, damages and expense, including attorney’s fees, arising from and out of any claim by the party whose rights have been violated or infringed upon receipt of any of the materials provided by you.
Default
Randy Preising Lettering & Illustration will be considered in default if they fail to complete the project by providing the Deliverables as defined in the proposal.
The Client will be in default if they fail to provide Feedback as defined within 5 business days or fail to pay according to the Payment Schedule as defined.
Either party may terminate this agreement if the other party is in default and has failed to correct the default within 30 days after written notice of the default and intent to terminate by the non-defaulting party.
Non-Defaulting Termination
In the event of termination of this assignment by The Client for reasons unrelated to Default on the part of either party, ownership of all copyrights, concepts, and original work shall be retained by Randy Preising Lettering & Illustration, and The Client shall pay expenses already incurred.
Ownership of Artwork
Upon receipt of the Final Payment, Randy Preising Lettering & Illustration grants an exclusive license to The Client to use the file(s) defined in Deliverables.
Randy Preising Lettering & Illustration reserves the right to display the work in a portfolio.
Native, ‘working’ files (ie. layered Photoshop files) remain the sole property of us, as these contain our proprietary design “recipes.”
Printed or Fabricated Goods
Printed or fabricated goods become your property at the place of printing or fabrication. You assume the risk for such goods at such place of printing and fabrication.
Randy Preising Lettering & Illustration will take reasonable precautions to safeguard all materials supplied by you. Randy Preising Lettering & Illustration won’t be liable for any damage, or loss of any material supplied by you, other than or on account of neglect or gross negligence on my part.
Electronic Archiving
Randy Preising Lettering & Illustration will maintain valid, electronic backups of final artwork for 2 years.
Contract Modifications
Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval.
Working with Original Files
Randy Preising Lettering & Illustration will not modify work created by another illustrator.
Randy Preising Lettering & Illustration will not work with client modified files forwarded from Randy Preising Lettering & Illustration.
Warrant of Originality (same as ‘Permissions for Supplied Materials’?)
Randy Preising Lettering & Illustration warrants and represents that, to the best of their knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through The Client from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that seanwes has full authority to make this agreement; and that the work prepared by or used by seanwes does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that The Client or others may make of seanwes’ product that may infringe on the rights of others. The Client expressly agrees that it will hold seanwes harmless for all liability caused by The Client’s use of seanwes’ product to the extent such use infringes on the rights of others.
Limitation of Liability
The Client agrees that it shall not hold Randy Preising Lettering & Illustration or his/her agents or employees liable for any incidental or consequential damages that arise from Randy Preising Lettering & Illustrations’ failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused intentional or negligent acts or omissions of Randy Preising Lettering & Illustration or The Client, any client representatives or employees, or a third party.
Acceptance of Terms
By signing this agreement, Randy Preising Lettering & Illustration and The Client agree to the whole terms and intend to be bound hereby.
Randy Preising Lettering & Illustration
Signature and date
Acme Widgets
Signature and date