Payment
When a deposit invoice is sent to the client, full payment is due within 30 days, beginning from the day that the invoice was issued. Once a SOW schedule has been established, invoices will be sent out each month on the same day and payment should be received within 30 days.
Estimate Approval
Client acknowledges and agrees that estimates provided in the proposal are for planning purposes only. Such estimates represent the best judgment of Circa at the time of the proposal, but shall not be considered a representation or guarantee that project bids or costs will not vary. Estimates provided to the client are valid for approval within 10 business days from the date in which they are sent.
Additional Costs & Revisions
Project pricing includes our designer fees only. Any additional outside costs including, but not limited to, printing, photography, licenses or hosting fees will be billed to the Client directly unless otherwise stated in the proposal. We ensure to make every effort to keep the client apprised of any additional costs.
Intellectual Property
Intellectual property rights of third party materials shall be owned by the respective third parties. Circa shall inform the client of all third party materials to be procured by Circa that the Client may need to license at the client’s own expense, and unless otherwise arranged by the client, Circa shall obtain a license for the client to use the third party materials consistent with the usage rights granted herein.
The client shall indemnify, save and hold harmless Circa 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 the client’s request.
Copyright
Copyright on all original designs remains the property of Circa until completion of the contract (including implementation per these conditions) and full payment of all related fees. Unless otherwise stated, all original (non-royalty-free) illustration and photography is purchased for one-time use only and entitles the client to reproduction rights for the specific project on which the price was negotiated.
Re-use, adaptation, or extended use will require additional compensation based on the market value of additional usage.
Copy
While Circa will make every effort to ensure correct spelling, punctuation, the client is ultimately responsible for final approval of all copy. Final proofreading and written approval of all project documents including, but not limited to, artwork, messaging and design drawings before their release for fabrication or submission. In the event that the client has approved work containing errors or omissions, such as, but not limited to, typographic errors or misspellings, the client shall incur the cost of correcting such errors.
Billing
Projects placed on hold for more than 30 days will automatically be billed for work completed and are subject to termination and a revised estimate if kept on hold for 60 days or more.
Past Due Accounts
Payment is due by the invoice due date stated. Otherwise, a monthly service charge of 1.5% may be charged on all overdue balances. Client shall be responsible for all collection or legal fees necessitated by lateness or default of payment. Circa reserves the right to withhold deliverables if accounts are not current or overdue invoices are not paid in full.
Circa Promotion
Client agrees to include in all displays or publications of the final works attribution and/or copyright notice of Circa in the form, size and location as incorporated by Circa in all deliverables. Circa retains the right to reproduce, publish and display the final works and deliverables to the extent they do not contain client’s confidential information, in designer’s portfolios, company website and in other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses. The use of designs for Circa’s promotion is permitted, which includes submission to design competitions and publications.
Termination
This agreement may be terminated at any time by either party immediately upon written notice, or the mutual agreement of the parties, or for cause if any party:
- becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
- breaches any of its material responsibilities or obligations under this agreement, which breach is not remedied within ten (10) calendar days from receipt of written notice of such breach.
In the event of termination, Circa shall be compensated for the services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by the agency as of the date of termination and client shall pay any outstanding additional costs, taxes, expenses, charges and costs of changes incurred through the date of termination. All concepts and work produced up to the date of termination shall remain the property of Circa.
Legal Action
In the event of a legal action to enforce any provision of this agreement the prevailing party shall be entitled to receive reasonable attorney’s fees and costs. Prior to court proceedings however, either party may submit a dispute to binding arbitration before the American Arbitration Association in Nashville, Tennessee.