SAS Design Services Terms & Conditions – Revised May 2017
The terms of the Proposal shall be effective for 14 days after presentation to the Client. In the event this Agreement and a signed proposal or acceptance of quote form is not executed by the Client within the time identified, the Proposal, together with any related Terms and Conditions and Deliverables, may be subject to amendment, change or price changes from suppliers.
2.1 Fees. In consideration to the Services to be performed by SAS Events, the Client shall pay to SAS Events fees in the amounts and according to the payment schedule set forth in the proposal, and all applicable GST. Initial design service fee must be paid in full before commencement of any client work.
2.1 Expenses. The Client agrees to pay SAS Events any expenses incurred in connection with this Agreement as follows: a) incidental and out-of-pocket expenses including but not limited to costs for postage, shipping, couriers at cost plus SAS Events’ standard mark up of 15% to cover the time taken to arrange these services/expenses.
2.3 Additional Costs. The Project pricing includes SAS Events’ fee only. The Client understands that our professional fees as stated in the proposal do not include any print or fabrication costs. SAS Events is happy to assist in undertaking the fabrication process. Any and all fabrication costs, including but not limited to, equipment rental, materials, printing and prototype production costs, will be billed to the Client unless specifically otherwise provided for in the Proposal.
2.4 Invoices. All invoices are payable within 7 days of receipt. If any payment exceeds the terms as stated on our invoice or proposal and becomes overdue. SAS Events may use a collection agency to recover any debts. The Client understands that any costs incurred for that debt recovery will be included with the overdue debt and the Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. SAS Events reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not up to date or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, taxes, expenses, fees or the cost of requested changes.
3.1 General changes. If any alterations are required to be done to any of the completed work, the client will give SAS Events the first opportunity to effect the changes for a fee. Unless otherwise provided in the Proposal and except for changes requested by the Client which are outside the scope of the Services on a time and materials basis, at SAS Events standard hourly rate of $120 per hour plus GST. Such charges shall be in addition to all other amounts payable under the proposal, despite any maximum budget contract price or final price identified therein. SAS Events may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such changes.
3.2 Substantive Changes. If the Client requests or instructs Changes that amount to a revision in or near excess of 25% of the total time required to produce the Deliverables, and or the value or scope of the Services, SAS Events shall be entitled to submit a new and separate Proposal to the Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by SAS Events.
3.3 Timing. SAS Events will prioritise performance of Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either:
(a) Approve the Deliverables in writing, or
(b) Provide written comments and/or corrections sufficient to identify the Clients concerns, objectives or corrections to SAS Events.
SAS Events shall be entitled to request written clarification for any concerns, objection or correction. The Client acknowledges and agrees that SAS Events ability to meet any and all schedules is entirely dependent upon the Clients prompt performance of their obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client performance or Changes in the services or deliverables requested by the Client may delay delivery of the deliverables. Any such delay caused by the Client shall not constitute a breach of any term, condition or SAS Events obligations under this Agreement.
3.4 Testing and Acceptance. SAS Events will exercise commercially reasonable efforts to test deliverables requiring testing and to make necessary corrections prior to providing the Deliverable to the Client. The Client, within 5 business days of receipt of each Deliverable, shall notify SAS Events, in writing, of any failure of each Deliverable to comply with specifications set forth in the Proposal, or of any other objection, corrections, changes or amendments the Client wishes to be made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or amendment, and SAS Events will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from the Client, the Deliverables shall be deemed acceptable.
The Client acknowledges that they shall be responsible for performing the following in a reasonable and timely manner:
a) coordination of any decision-making with involved parties other than SAS Events;
b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverable without further preparation, unless otherwise expressly provided in the Proposal; and
c) final proofreading and signing of artwork approval form. Work with not be sent to other parties for printing or fabrication (if undertaken by SAS Events also) will not commence until any design drawings or artwork forms have been signed and returned to SAS Events. In the event that the Client has approved final Deliverables but errors, such as but not limited to, typographic errors or misspellings, remain in the finished product, the Client shall incur the cost of correcting such errors and reprinting or refabrication.
5.1 SAS Events retains the right to reproduce, publish and display the Deliverables in SAS Events portfolio and website, and on other media, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to reasonable approval, may describe its role in relation to the Project or, if applicable, the services provided to the other party on its website and in promotional materials.
5.2 SAS Events retains copyright of all Deliverables and intellectual property. The Client may obtain copyright and take ownership of final Deliverables and working files upon payment of an artwork or design fee. Such fees will be changed at a standard rate of 50% of the total cost of the project. Such fees may also be negotiated between the Client and SAS Events to no less than 30% of the total cost of the project where the total cost of the Deliverables exceeds $15,000.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary, technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall not disclose Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court of governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
7.RELATIONSHIP OF THE PARTIES
7.1 Independent Contractor. SAS Events is an independent contractor, not an employee of the Client or any company affiliated with the Client. SAS Events shall provide the Services under the general direction of the Client, but SAS Events shall determine, in SAS Events’ sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorised to act as an agent or bind the other party except as expressly stated in this Agreement. SAS Events and the Deliverables prepared by SAS Events shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to the Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
7.2 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by SAS Events, and SAS Events shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by SAS Events.
8.WARRANTIES AND REPRESENTATIONS
8.1 By the Client:
The Client represents, warrants and covenants to SAS Events that (a) the Client owns all right, title and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of the Clients knowledge, the Client Content does not infringe the rights of any third parties, (c) the Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) the Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
8.2 By SAS Events:
(a) SAS Events hereby represents, warrants and covenants to the Client that SAS Events will provide Services identified in the Agreement in a professional manner and in accordance with all reasonable professional standards for such services.
(b) SAS Events further represents, warrants and covenants to the Client that (i) except for Third Party Materials and Client Content, the final deliverables shall be the original work of SAS Events and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by SAS Events, SAS Events shall have secure agreements from such contractors granting all necessary rights, title and interest in and to the Final Deliverables sufficient for SAS Events to grant the intellectual property rights provided in this Agreement, and (iii) to the best of SAS Events’ knowledge, the finals designs and technical drawings provided by SAS Events does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event the Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of SAS Events shall be void.
9.1 By Client. The Client agree to indemnify, save and hold harmless SAS Events from any and all damages, liabilities, costs, losses or expenses arising from any claim, demand, or action by a third party arising out of any breach of the Clients responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances SAS Events shall promptly notify the Client in writing of any claim or suit; (a) the Client has sole control of the defence and all related settlement negotiations; and (b) SAS Events provides the Client with commercially reasonable assistance under this section. The Client will reimburse the reasonable out-of-pocket expenses occurred by SAS Events in providing such assistance.
9.2 By SAS Events. Subject to the terms and conditions, express representations and warranties provided in this Agreement, SAS Events agrees to indemnify, save and hold harmless the Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with SAS Events’ representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of the Client provided that (a) the Client promptly notifies SAS Events in writing of the claim; (b) SAS Events shall have sole control of the defence and all related settlement negotiations ; and (c) the Client shall provide SAS Events with the assistance, information and authority necessary to perform SAS Events obligations under this section. Notwithstanding the foregoing, SAS Events shall have no obligation to defend or otherwise indemnify the Client for any claim or adverse finding of fact arising out of or due to the Client Content, any unauthorised content, improper or illegal use, or the failure to update or maintain any Deliverables provided by SAS Events.
9.3 Limitation of Liability. The services and the work product of SAS Events are sold “as is”. Although SAS Events makes regular electronic back-up copies of client work, SAS Events will not be held responsible for loss or damage upon completion and delivery of work. In no circumstance shall SAS Events by liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punative damages arising out of or relating to the materials or the services provided by SAS Events, even if SAS Events has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy. In all circumstances, the maximum liability of SAS Events, its directors, employees and affiliates, to the Clients for damages for any and all caused whatsoever and the Clients maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the value of the project contract fees as quoted by SAS Events and agreed to and accepted by the Client.
10.TERM AND TERMINATION
10.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Service are completed and delivered.
10.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in the bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
10.3 In the event of termination, SAS Events shall be compensated for the Services performed through to 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 SAS Events or SAS Events’ agents as if the date of termination, whichever is greater: and the Client shall pay all expenses, fees, out of pocket together with any additional costs incurred through and up to, the date of cancellation.
10.4 In the event of termination by the Client and upon full payment of compensation as provided herein, SAS Events grants to the Client such right and title with respect to the agreed deliverable provided to, and accepted by the Client as of the date of termination.
10.5 Upon expiration or termination of this Agreement: (a) each party shall return or at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
11.1 Modification/Waiver. This Agreement may be modified by the parties. Any modifications of this Agreement must be made in writing, except that SAS Events’ invoices may include, and the Client shall pay, expenses or costs that the Client authorised by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as waiver of any other breach.
11.2 Notices. All notices to be given hereunder shall be transmitted in writing either by writing or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, an shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
11.3 No Assignment. Neither party may assign, whether in writing or verbally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
11.4 Force Majeure. SAS Events shall not be deemed in breach of this Agreement if SAS Events are unable to complete the services or any portion thereof by reason of fire, earthquake, labour disputes, act of God or Terror, death, illness or incapacity of SAS Events or any local, state, federal, national or international law, governmental order or any other event beyond SAS Events control. In case of any of these circumstances, SAS Events shall give notice to the Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
11.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision.
11.6 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussion between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall prevail. This Agreement comprises the Design Services Terms and Conditions document, the Proposal, Engagement Letter and acceptance of quote.
12.ACCEPTANCE OF PROPOSAL OF DESIGN SERVICES
By signing the acceptance and pay in regards to the proposal quotation document the parties hereto have agreed to all the terms and conditions as outlined in this document and each signatory represents that it has full authority to enter into this agreement and to bind her/his respective party to all the terms and conditions herein. Should the client have any questions or concerns regarding these terms and conditions please contact SAS Events before signing the acceptance of proposal.