A PROFESSIONAL FREELANCE WEB DESIGNER & ILLUSTRATOR IN FRANCE

This document defines the terms and conditions of the working relationship between Tom Cooney (henceforth referred to as “The Design Works”) and his clients (henceforth referred to as “The Client”). All projects or services that The Design Works may be contracted to produce or provide for The Client will be subject to the following:

Based on my experience with long-term design projects, I have found that it is mutually advantageous to handle each project in logical working/billing phases.

Concept revisions, extensive alterations or a switch in marketing objectives some- times makes it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating and billing in several phases permits The Design Works or The Client to adjust for such revisions/or halt work before completion if a project is postponed or cancelled. Any cancelled project is billed only through phases and/or portions of phases that were actually completed by The Design Works. For each project The Client will receive a proposal/estimate outlining the project specifications and my proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget which includes estimated fees for professional services and separate itemised costs for anticipated expenses. I will begin work upon The Client’s approval of the written estimate. Your approval (written or oral) will constitute an agreement between us.

The Client agrees to pay The Design Works in accordance with the terms specified in each proposal/estimate. Unless otherwise specified, all subsequent balances due are payable upon artwork approval. Interest on past due balances is 18% per annum or 1.5% per month. I reserve the right to refuse completion or delivery of work until past due balances are paid. Billing will reflect the actual costs incurred. Valid for only 30 days from date on estimate. Client requested changes will be billed additionally. The client will be notified of any price changes.

Fees for my professional services do not include outside purchases such as but not limited to, printing, photography, typefaces/fonts, colour printouts, laminating, llustrations, separations, translations, copy writing, shipping and handling or courier service. Expenses are itemised on each invoice. If consultant or supervisory services are required in out-of-town locations I will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.

New work requested by The Client and performed by The Design Works after a proposal / estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, I will submit a proposal revision memo to you and a revised additional fee must be agreed to by both parties before further work proceeds. Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.

Estimates are based on a reasonable time schedule and may be revised to take into consideration your “Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate. Also, outside suppliers such as service bureaux or printers can charge a considerable markup on overtime after 5:30pm and weekends.

The Client agrees to exercise due diligence in its direction to me regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, servicemark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials I prepare.

It is the The Client’s responsibility to check proofs carefully for accuracy in all respects ranging from spelling to technical illustrations. The Design Works is not liable for errors or omissions. Your signature or that of your authorised representative is required on all mechanicals or artwork prior to release for printing or other implementation.

The Client shall pay for all transmissions charges. The Design Works is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, internet, cable, satellite network or from incompatibility between the sending and receiving equipment.

The Client will accept over runs or under runs that do not exceed 10% of the quantity ordered on all jobs. The Design Works will bill for actual quantity delivered within this tolerance. If The Client requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.

At your request, I will purchase media space on your behalf. Space will be billed to you at current rates plus a standard commission.

The Design Works will take all reasonable precautions to safeguard the property you entrust to me. In the absence of negligence on my part, however, I am not responsible for loss, destruction or damage or unauthorised use by others of such property. I will make my best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although I may make my best efforts to guard against any loss to you through the failure of my vendors, media, or others to perform in accordance with their commitments, The Design Works is not responsible for failure on their part. If you select your own vendors other than those recommended by me, you may request that I co-ordinate their work. If at all possible I will attempt to do so but I cannot in anyway be held responsible for quality, price, performance or delivery.

All materials or property belonging to the The Client, as well as work performed, may be retained as security until all just claims against the The Client are satisfied.

Once a project has been delivered and is fully paid for by The Client, The Design Works will assign the reproduction rights of the design for the use(s) described in the proposal. According to Copyright Law, the rights to all design and art work, including but not limited to photography and or illustration created by independent photographers or illustrators retained by The Design Works, or purchased from a stock agency on your behalf, remain with the individual designer, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with The Design Works or my authorised representative, you may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If you wish to use the design I have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact me to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through your vendors, you agree to return to me all our original mechanicals and artwork (slides, prints, drawings, separations, etc.) within two weeks, and to provide me with printed samples of each project. I reserve the right to photograph and/or distribute or publish for my promotional and marketing needs any work that I create for you, including mock-ups and comprehensive presentations, as samples for my portfolio, company news letter, brochures, slide presentations and similar media. I agree to store mechanical boards and computer data for a period of 6 months beyond the delivery of a job. Thereupon, I reserve the right to discard them.

The term of this agreement will continue for work in progress until terminated by either of us upon thirty (30) days written notice. If you should direct me at any time to cancel, terminate or “put on hold” any previously authorised purchase, I will promptly do so, provided you hold me harmless for any cost incurred as a result. Upon termination of this agreement, The Design Works will transfer to The Client all your property and materials in our control and for which you have paid. The Client will indemnify and hold The Design Works harmless for any loss or expense (including lawyer’s fees), and agree to defend The Design Works in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertions made against The Client and any of its products and services arising from the publication of materials that I prepare and you approve before publication.

Production schedules will be established and adhered to by both The Client and the The Design Works, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labour trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of The Client or the Design Works. Where production schedules are not adhered to by The Client, final delivery date or dates will be adjusted accordingly.