Terms & Conditions

1.0 Definitions as used herein and throughout this Agreement:

1.1 Agreement means the entire content of this Basic Terms and Conditions Agreement.

1.2 Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Irish Copyright Law.

1.4 Deliverables means the services and work product specified to be delivered by Designer to Client, in the form of media.

1.5 Designer Tools means all design tools developed and/or utilised by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

1.6 Final Works means all creative content developed by Designer, or commissioned by Designer, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, source code, sounds, transcripts, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or third-party Materials.

1.7 Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.

1.8 Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.

1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described by the Client.

1.10 Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Agreement.

1.11 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography, illustration, presentation templates, Iconography, Fonts.

1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

1.13 Working Files means all underlying work product and digital files utilised by Designer to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.

Fees. In consideration of the Services to be performed by Designer, Client shall pay to Designer fees in the amounts and according to the payment schedule set forth by the Subscription Plan or Service Package subscribed to by the Client, including all applicable sales, use or value-added taxes, even if calculated or assessed subsequent to the payment schedule.

Client Responsibilities. Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the Designer; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; (c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors; and (d) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.

Client acknowledges that Client shall be responsible for performing the following in a reasonable and timely manner: (a) Communication of administrative or operational decisions if they affect the design or production of Deliverables; (b) Provision of accurate and complete information and materials requested by Designer such as, by way of example, not limitation, Project Plans, Branding Assets, and all applicable codes, rules and regulation information; (c) Provision of approved naming, nomenclature; securing approvals and correct copy from third parties such as, by way of example, not limitation, end users as may be necessary; (d) Final proofreading and written approval of all project documents and materials created and submittted by Designer. In the event that Client has approved work containing errors or omissions, such as, by way of example, not limitation, typographic errors or misspellings, Client shall incur the cost of correcting such errors.

Intellectual Property Provisions:

IP1. RIGHTS IN THE FINAL DELIVERABLES

Final Works. Unless explicitly agreed separate to these terms herein with a signed contract, Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Designer grants to Client exclusive, perpetual and worldwide right and license to use, reproduce and display the Final Works in connection with the Project as defined in the Proposal, as well as any other aditional uses for future projects by the Client. All other rights, including Copyrights, are reserved by Client upon Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due.

Category of use: Professional. The medium of use: Website, search, social media, analytics, GDPR compliance, official documentation, merchandise, screen and print promotions. Duration of use: Forever. Geographic territory: Global (Worldwide). Exclusivity: For the Duration of Use, Client shall have exclusive rights as set forth above. Modification: The rights granted to Client include the rights to adapt, modify and create derivative works based on the Final Works.

IP 1.2 TRADEMARKS. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Designer assigns to Client all of the Designer’s rights, including Trademark and Copyright, in and to Trademarks created by Designer. Designer shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions for use of Trademarks.

IP 1.3 CLIENT CONTENT. Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Designer a non-exclusive, non transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Services and promotional uses of the Deliverables as authorised in this Agreement.

IP 1.4 THIRD PARTY MATERIALS. Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Designer shall inform Client of all Third Party Materials to be procured by Designer that Client may need to license at Client’s own expense, and unless otherwise arranged by Client, Designer shall obtain a license for Client to use the Third Party Materials consistent with the usage rights granted herein. Client shall indemnify, save and hold harmless Designer 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 Client’s request.

IP2. RIGHTS RESERVED TO DESIGNER

IP 2.1 Preliminary Works/Working Files. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Designer assigns all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files. Designer shall return to Client all Preliminary Works and Working Files in Designer’s possession within thirty (30) days of completion of the Services.

IP 2.2 Original Artwork. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Designer assigns all property ownership in any original artwork comprising Final Works, including all rights to repurpose and sell. Client shall keep all original artwork for the purpose of the usage rights defined for Final Works.

IP 2.3 Designer Tools. Designer Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Designer. Designer hereby grants to Client a nonexclusive, non transferable (other than the right to sublicense such uses to Client’s publisher, web hosting or Internet service providers) perpetual, worldwide license to use the Designer Tools solely with the Final Deliverables for the Project. The client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Designer Tools comprising software or technology.

IP3. LIQUIDATION RIGHTS

IP 3.1 Liquidation for Unlicensed Use. Client’s use of the Deliverables shall be limited to the usage rights granted herein. In the event Client or its agents, uses Final Works or other Deliverables, including Preliminary Works and Working Files, or any derivative works thereof, for another project or outside the scope of the rights granted herein, Designer shall be entitled to further compensation equal to three hundred percent (300%) of the original Project fee unless otherwise agreed in writing by both parties.

SUPPORT SERVICES

Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services. An active Subscription to cause & effect Services is required for Support Services.

Maintenance Period. Upon expiration of the Warranty Period and at Client’s option, Designer does not provide Support Services without an active Subscription to cause & effect Services.

Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Designer represents and warrants that the Final Deliverables are not guaranteed to be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Designer, or the interaction of Final Deliverables with third-party applications such as web browsers other than those specified in the Proposal. The parties acknowledge that Client’s sole remedy and Designer’s sole liability for a breach of this Section is the obligation of Designer to correct any Deficiency identified by the Client within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Designer, Designers sole obligation shall be to substitute alternative Third Party Materials.

Designer Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Designer represents and warrants that, to the best of Designer’s knowledge, the Designer Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third-parties.

Accreditation/Promotion. All displays or publications of the Deliverables shall not bear accreditation and/or copyright notice in Designer’s name. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, design periodicals and 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. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

4. COMPLIANCE WITH LAWS

Designer shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with relevant rules and regulations known to Designer; however, Client, upon acceptance of the Deliverables, shall be solely responsible for conformance with all rules, regulations, and laws relating to Client’s use thereof, including without limitation, relating to the transfer of software and technology. Designer shall have the right to document, photograph or otherwise record all completed designs or installations of the Project, and to reproduce, publish and display such documentation, photographs or records for Designer’s promotional purposes.

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 hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or 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.

Independent Contractor. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s 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. All rights, if any, granted to 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.

Designer Agents. Designer shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Designer shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

No Solicitation. During the term of this Agreement, and for a period of twelve (24) months after expiration or termination of this Agreement, Client and Designer agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Designer, employee or Design Agent of Client or Designer, whether or not said person has been assigned to perform tasks under this Agreement. In the event, such employment, consultation or work-for-hire event occurs, Client agrees that Designer shall be entitled to an agency commission to be the greater of, either (a) 25 percent (25%) of said person’s starting salary with Client, or (b) 25 percent (25%) of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, the payment of the commission will be due within thirty days (30) of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Designer, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer. Designer is free to set a limit on the hours worked on the proposed project. Client can contact Designer for work purposes (Client Support) between Monday to Thursday (9 AM to 5 PM IST). Designer is free to set a structure to the days of the week to work on the proposed Projects from Monday to Sunday of each week. Designer will perform services to Client exclusively on a remote work basis. Additionally, Designer will perform services from a location of Designers choosing. Designer is entitled to work in a home office, non-office spaces, shared and virtual office spaces.

This Agreement shall commence upon the Effective Date. This Agreement is effective once the Designer has received payment for a Subscription or Service Package. This Agreement shall remain effective until the term of a Subscription or Service Package ends, and Services cease.

Termination. This Agreement may be terminated for convenience at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or for cause if any party: (a) becomes insolvent, files a petition in 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.

In the event of termination of a Service Package Subscription with Designer, Client is not entitled to a refund. Refunds are assessed on a case by case basis. In the case where a Client cancels a Subscription within the first month, Designer retains all ownership of Preliminary Work and Final Work and Client is prohibited from using in any way.

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.

BY CLIENT. CLIENT REPRESENTS, WARRANTS AND COVENANTS TO DESIGNER THAT (A) 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 CLIENT’S KNOWLEDGE, THE CLIENT CONTENT IS ACCURATE, LEGAL, CONFORMS TO ETHICAL STANDARDS OF THE CLIENT’S INDUSTRY, DOES NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY, AND USE OF THE CLIENT CONTENT AS WELL AS ANY TRADEMARKS IN CONNECTION WITH THE PROJECT DOES NOT AND WILL NOT VIOLATE THE RIGHTS OF ANY THIRD PARTIES, (C) CLIENT SHALL COMPLY WITH THE TERMS AND CONDITIONS OF ANY LICENSING AGREEMENTS WHICH GOVERN THE USE OF THIRD-PARTY MATERIALS, AND (D) CLIENT SHALL COMPLY WITH ALL LAWS AND REGULATIONS AS THEY RELATE TO THE SERVICES AND DELIVERABLES.

BY DESIGNER (A) DESIGNER HEREBY REPRESENTS, WARRANTS AND COVENANTS TO CLIENT THAT DESIGNER WILL PROVIDE THE SERVICES IDENTIFIED IN THE AGREEMENT IN A PROFESSIONAL MANNER AND IN ACCORDANCE WITH ALL REASONABLE PROFESSIONAL STANDARDS FOR SUCH SERVICES. (B) DESIGNER FURTHER REPRESENTS, WARRANTS AND COVENANTS TO CLIENT THAT (I) EXCEPT FOR THIRD PARTY MATERIALS AND CLIENT CONTENT, THE FINAL DELIVERABLES SHALL BE THE ORIGINAL WORK OF DESIGNER AND/OR ITS INDEPENDENT CONTRACTORS, (II) IN THE EVENT THAT THE FINAL DELIVERABLES INCLUDE THE WORK OF INDEPENDENT CONTRACTORS COMMISSIONED FOR THE PROJECT BY DESIGNER, DESIGNER SHALL HAVE SECURE AGREEMENTS FROM SUCH CONTRACTORS GRANTING ALL NECESSARY RIGHTS, TITLE, AND INTEREST IN AND TO THE FINAL DELIVERABLES SUFFICIENT FOR DESIGNER TO GRANT INTELLECTUAL PROPERTY RIGHTS PROVIDED IN THIS AGREEMENT, AND (III) TO THE BEST OF DESIGNER’S KNOWLEDGE, THE FINAL WORKS PROVIDED BY DESIGNER AND DESIGNER’S SUBCONTRACTORS 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 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 DESIGNER SHALL BE VOID. (C) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DESIGNER MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

BY CLIENT. CLIENT AGREES TO INDEMNIFY, SAVE AND HOLD HARMLESS DESIGNER 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 ANY BREACH OF CLIENT’S RESPONSIBILITIES OR OBLIGATIONS, REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT. UNDER SUCH CIRCUMSTANCES DESIGNER SHALL PROMPTLY NOTIFY CLIENT IN WRITING OF ANY CLAIM OR SUIT; (A) CLIENT HAS SOLE CONTROL OF THE DEFENSE AND ALL RELATED SETTLEMENT NEGOTIATIONS; AND (B) DESIGNER PROVIDES CLIENT WITH COMMERCIALLY REASONABLE ASSISTANCE, INFORMATION AND AUTHORITY NECESSARY TO PERFORM CLIENT’S OBLIGATIONS UNDER THIS SECTION. CLIENT WILL REIMBURSE THE REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY DESIGNER IN PROVIDING SUCH ASSISTANCE.

BY DESIGNER. SUBJECT TO THE TERMS, CONDITIONS, EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, DESIGNER AGREES TO INDEMNIFY, SAVE AND HOLD HARMLESS CLIENT FROM ANY AND ALL DAMAGES, LIABILITIES, COSTS, LOSSES OR EXPENSES ARISING OUT OF ANY FINDING OF FACT WHICH IS INCONSISTENT WITH DESIGNER’S 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 CLIENT PROVIDED THAT (A) CLIENT PROMPTLY NOTIFIES DESIGNER IN WRITING OF THE CLAIM; (B) DESIGNER SHALL HAVE SOLE CONTROL OF THE DEFENSE AND ALL RELATED SETTLEMENT NEGOTIATIONS; AND (C) CLIENT SHALL PROVIDE DESIGNER WITH THE ASSISTANCE, INFORMATION AND AUTHORITY NECESSARY TO PERFORM DESIGNER’S OBLIGATIONS UNDER THIS SECTION. NOTWITHSTANDING THE FOREGOING, DESIGNER SHALL HAVE NO OBLIGATION TO DEFEND OR OTHERWISE INDEMNIFY CLIENT FOR ANY CLAIM OR ADVERSE FINDINGS OF FACTS ARISING OUT OF OR DUE TO CLIENT CONTENT, ANY UNAUTHORISED CONTENT, IMPROPER OR ILLEGAL USE, OR THE FAILURE TO UPDATE OR MAINTAIN ANY DELIVERABLES PROVIDED BY DESIGNER.

SETTLEMENT APPROVAL. THE INDEMNIFYING PARTY MAY NOT ENTER INTO ANY SETTLEMENT AGREEMENT WITHOUT THE INDEMNIFIED PARTY’S WRITTEN CONSENT.

LIMITATION OF LIABILITY. THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Client expressly acknowledges and agrees that the estimates provided for completion of work at any time are for planning purposes only. Such estimates represent the best judgment of Designer or its consultants at the time of the Proposal, but shall not be considered a representation or guarantee that project timeline for completion will not vary. Designer shall not be responsible for the quality or timeliness of the third-party Implementation services, irrespective of whether Designer assists or advises Client in evaluating, selecting or monitoring the provider of such services.

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