Terms & Conditions
Basic Design Rate. Written estimates of projected costs for each project are available. For projects that are billed at a flat rate, a specific project scope will be provided that outlines the services and items included. Work beyond the project scope is subject to additional fees. Billable time on projects includes all time spent directly on the Client’s project.
Expenses are incurred when the project requires use of materials or vendors other than design work performed by Agency Expenses may include: printing, stock photo and clip art, deliveries, imprinted promotional items and other approved third party products and services.
Billing and Payment. Project time is billed in 15-minute increments, and calculated by rounding up to the nearest 15 minutes each day. A 50% deposit of estimated project costs is due to start unless otherwise negotiated. The balance of the project costs are due upon project completion. Agency reserves the right to deliver a monthly progress invoice to Client if Client’s project extends beyond projected completion date. Failure to secure final approval from Client on authorized work will not be considered a reason to delay payment. Preferred payment is by check payable to Kroll/Tomas Inc. Interest will accrue at the rate of 18% per annum for any late payment.
Taxes. Client agrees to pay any federal, state or local taxes are imposed on the products and services produced by Agency.
Project Deadlines and Rush Fees. Kroll/Tomas Inc. will schedule Client’s project into our production schedule for standard turn-around time unless otherwise requested. If Client has a specific deadline for project completion, make Agency aware of the deadline in writing. Agency will make every reasonable effort to complete Client’s project within the desired timeline. Rush jobs are subject to rush charges.
Project Cancellation. Should Client or Kroll/Tomas Inc. stop the project at any time during the design or development period, Client will be invoiced for design work completed up to the point of termination at our standard hourly rates, plus any expenses.
Confidential Information. Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, except as may be required by a court or governmental authority.
Advertising Material. Client represents that the material and information Client provides to Kroll/Tomas Inc. is truthful and not misleading, and that Client has the authority to represent the product and service information to Kroll/Tomas Inc.
Client’s Obligations. Client will provide assistance, technical information and decisions to Agency in sufficient time to facilitate the execution of marketing efforts in accordance with any estimated delivery dates. Client shall have sole responsibility for the accuracy of 1) all information provided to Agency and 2) the work provided to Client for approval by Kroll/Tomas Inc.
Artwork. Unless otherwise negotiated, upon final payment, Agency will provide Client with Final Art in the format set forth in the Proposal and will grant to Client the exclusive, perpetual and worldwide right and license to use, reproduce, and display the Final Art in connection with the Project as defined in accordance with the terms and conditions of this Agreement. Agency retains all rights to the native working files. Client may elect to purchase the native working files from Agency at the industry standard rate of 300% of the final design fee set forth in the Proposal.
Intellectual Property Rights. All artwork and copy representing the creative effort of the Agency is and remains the property of the Agency, or the relevant third party from whom the Agency has acquired a right of use, including all rights of the copyright therein. Client understands and agrees that it cannot authorize photographic or other reproductions, in whole or in part, of any such advertising copy for use in any other advertising medium without payment for creative services to the Agency. However, all logos and website content is considered to be owned by the Client once full payment has been received and may be reused, shared and reproduced by the Client.
Disclaimer of Warranties. To the maximum extent permitted by applicable law, Agency and its suppliers disclaim all warranties not expressly set forth in this document.
Indemnity. Client agrees to indemnify and hold harmless Agency, its owners and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to Agency’s use of materials furnished by Client (including but not limited to, logos, slogans, trademarks, written content, photographs, video, music and fonts).
Limitation of Liability. In no event shall Agency be liable to Client for any direct, special, indirect or consequential damages, including but not limited to loss of use, loss of profits, loss of data, whether in an action in contract, tort (including but not limited to negligence), or otherwise, arising out of or in any way connected with Agency’s products or services. In no event shall the aggregate liability of Agency exceed any compensation paid by Client to Agency for its products or services.
Excusable Delays. The Agency will not be liable for any damages related to delay or failure to perform due to causes beyond its control, including but not limited to, fire, strike, work stoppage or other labor interruption, freight embargo, terrorism, sabotage, war, civil disturbance, governmental action, rules or regulations, failure of machinery, equipment or information systems, failure of suppliers and digital partners, the elements, flooding, power outages or interruptions or acts of God. The Agency’s inability or failure to perform will not constitute a breach of this Agreement. Performance by the Agency of its obligations under this Agreement will be suspended during this type of delay or failure to perform. The Client may, however, terminate this Agreement if suspension lasts more than thirty (30) days.
No Waiver. The Agency’s failure to insist upon the performance by the Client of any term or condition of this Agreement or to exercise any of the Agency’s rights under this Agreement on one or more occasions will not result in a waiver or loss of the Agency’s right to require future performance of these terms and conditions or to exercise its rights in the future.
Assignment. Agency may assign, delegate or subcontract any rights or obligations under this Agreement.
Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas and not the principles of conflicts of law thereof. The Parties agree that the venue for any action arising out of this Agreement will be Harris County, Texas.
Severability. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.
Miscellaneous. All covenants and agreements of the parties made in this Agreement will survive termination or expiration of this Agreement. This Agreement and the Agency’s current rate cards constitute the entire agreement between the parties and supersede and cancel any prior agreements, representations or communications, whether oral or written, between the parties relating to the subject matter of this Agreement. This Agreement may not be changed orally and may only be amended in writing and signed by both parties.
Authority. The person(s) signing this Agreement certifies that (s)he is lawfully authorized to purchase services on behalf of their respective company.
Execution and Term. Terms and conditions of this Agreement are binding on both parties on the date the Agreement is signed and/or payment is made.