TERMS/AGREEMENT FOR PRODUCTION OF DESIGN SERVICES BY MeggnoTec Solutions
Any order placed with MeggnoTec Solutions is bound by the terms listed below.
50% of the cost of the project (due after initial consultation and before work is to begin) will be paid up front. The initial deposit that is taken when you order any design package is non-refundable. This is due to the man-hours put into the design and programming process of the project. The remaining 50% shall be due upon approval of site design and before programming phase can begin, plus any additional costs resulting from the change order process. If the project is delayed beyond 30 days, but the project is moving forward, MeggnoTec Solutions will invoice the client for a second invoice, equal to 25% of the remaining balance. Any order placed for less than $1000 shall be paid in full before work will begin.
2. DESIGN TERMS
Upon acceptance of the project, the client agrees to the terms outlined this agreement, a copy of which is also found at http://www.meggnotec.com/Production-Agreement.html
3. OWNERSHIP OF ARTWORK
Until full payment has been made, MeggnoTec Solutions (MTS) retains ownership of all MTS designed artwork or parts contained therein, whether preliminary or final. Upon full payment, the client shall obtain ownership of the final MTS designed artwork to use and distribute as they see fit. MTS retains the right to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, marketing materials, and portfolio as MTS may elect from time to time. Where applicable the client will be given any necessary credit for usage of the project elements. MTS understands they do not own or have any rights to the name.
Client is solely responsible for the editorial content of the material included on the project, unless previously discussed and arranged by client and MTS. If agreed upon, MTS will offer advice and suggests to enhance content. Files will be delivered to MTS in electronic format unless otherwise arranged.
5. INDEPENDENT CONTRACTOR
MTS acknowledges that the services rendered under this Agreement shall be solely as an independent MTS. It is? expressly understood that this undertaking is not a joint venture.
6. COMPLETION DATE
Following execution of this agreement and payment of the initial deposit required hereunder, MTS shall diligently pursue commencement of the worked outlined herein or in the attachment(s) hereto. If commencement of the work is delayed beyond due to any act or failure of Client, by other cause which is not the fault of MTS, including the request by the Client to begin work at a later date, then the price of the work may be increased by MTS to the published price of the work for the month in which work actually commences. If the MTS is prevented by any act or failure to act of Client from commencing work within 30 days following the execution of the agreement (including Client’s failure to provide complete text and graphics content for the anticipated project), except as called for by a separate addendum, Client shall be deemed in default of this agreement. Upon such default, and notwithstanding any other provision of this agreement to the contrary, this agreement shall be terminated, and all sums paid to MTS shall be retained by MTS as liquidated damages for such default in lieu of all other remedies. Client and MTS agree that the damages to MTS which may result from such default are uncertain and unascertainable and that the liquidated damages provided for herein are a reasonable measure of such damages in light of the respective obligations of the parties under this agreement. The estimated completion date of the work is dependant on the project and will be discussed before any purchace is made. However, such date is not guaranteed, and is not of the essence of this agreement. MTS shall not be liable to Client regardless of the cause for the delay.
MTS agrees to complete this project within the estimated budget, unless client requires additional work or services?not agreed upon, or if client requires multiple design drafts or repeated changes which would significantly increase?work required of MTS. MTS will not charge any fees in addition to those specified in this contract without first consulting the client and reaching an agreement regarding this.
7. CHANGE ORDERS
After this CONTRACT is signed, any material changes to the proposed design will require a CHANGE ORDER which?will become an addendum to this contract. Material updates and changes are defined as adding additional pages, custom graphics, additional illustrations, changing style and design, and/or functionality to the project outside of what is outlined in the proposal and initial design layout. Changes or edits outside the scope of the project are billed at $55 per hour (PRINT design) $55 per hour (WEB DESIGN). No work will be undertaken unless or until there is a negotiated change order that specifies the scope of work as to each individual item - or items. After this CONTRACT is signed any material changes to the proposed design will require a CHANGE ORDER which will become an addendum to this contract. Major updates and changes are defined as changing style and design characteristics outside of what is outlined in the proposal, design questionnaire and initial design layout. No work will be undertaken unless or until there is a negotiated change order that specifies the scope of work as to each individual item - or items.
8. PERFORMANCE AGREEMENT
MTS and the Client must work together to complete the project(s) in a timely manner. MTS agrees to work expeditiously to complete the project(s) as outlined in the Project Outline after Client has submitted all necessary materials. The Client agrees to complete the project as outlined provided that the work performed by MTS is done to Client’s reasonable satisfaction. Notwithstanding any other provision of this Agreement, all work contemplated by this Agreement shall be accomplished to the reasonable satisfaction of the Client and the client shall not be obligated to pay the last 10% of any fees due under this Agreement until this reasonable satisfaction of the work product by client is satisfied as outlined by this proposal. If the Project is delayed beyond 30 days, but the project is moving forward, MeggnoTec Solutioins will invoice the client for a second invoice, equal to 25% of the remaining balance. If the Client delays the project beyond 45 days after each proposed project completion’s date, the remaining costs will be invoiced unless agreed upon otherwise.
9. REFUND POLICY
If the Client halts work and applies for a refund within 30 days of executing this agreement, work completed through the date of MTS’s receipt of Client’s written notice of termination shall be billed at the rate of $40.00 per hour, or 20% of the signing deposit, which ever is greater, and deducted from Client’s initial payment, the balance of which (if any) shall be returned to the Client. Any refund will be sent out 7-10 business days from approved request. Refund will be made via Paypal whereever possible or via check sent out thru USPS. The check will be sent to the address specified on the order invoice (unless otherwise specified) and the Paypal billing address must match the same.
If, at the time of Client’s notice of termination, work has been completed, the cost of which exceeds the amount covered by Client’s initial payment, the Client shall be responsible for payment of such overage at the hourly rate stated above. No portion of this initial payment will be refunded unless written application is made to MTS within the time specified. If case collection proves necessary, the client agrees to pay all fees incurred in that process.
10. RUSH PROJECTS
Rush projects, within 72 hours of print/project deadline may incur an additional 50% hourly rate. Designer will alert the client for their authorization prior to beginning project.
MTS recognizes and acknowledges that this agreement creates a confidential relationship between MTS and Client and that information concerning Client’s business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as “Confidential Information.” MTS will maintain the confidentiality of Client’s source materials, technical and marketing plans and all other sensitive information, provided that (i) any of such Confidential Information may be disclosed to MTS’s officers, directors, employees, representatives, agents, and advisors who need to know such information for the purpose of the prompt performance of this agreement, (ii) any disclosure of such Confidential Information may be made to which Client consents in writing and (iii) such Confidential Information may be disclosed if so required by law. Upon the termination of this agreement, MTS will turn over to Client all Confidential Information.
MTS agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement It will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client.
13. LEGAL ISSUES
In no event will MTS be liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to produce the project(s), even if MTS has been advised of the possibilities of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. In case collection proves necessary, the client agrees to pay all fees, legal and otherwise, incurred in that process.
14. WARRANTIES, TRADEMARKS AND COPYRIGHTS
Both parties warrant that content used, including software, business models, does not infringe copyrights, trademarks and/or patents of any third party. The client represents to MTS and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to MTS for inclusion in project(s) are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend WDD from any claim or suit arising from the use of such elements furnished by the client. Copyright to the assembled work of project(s) produced by MTS is owned by MTS. Upon final payment of this contract, all rights owned by MTS as to the design, the copyrights, graphics and text in this Project(s) transfer to the client.
Project files are the property of MTS; upon payment in full to MTS of the amounts due hereunder, Project files become the property of the Client. However, MTS shall retain the discretion to refer to the Client’s project in any manner deemed necessary by MTS for future marketing purposes, including the reproduction of images of the work completed for Client, and provision of data and other information regarding the process necessary to complete Client’s project. This Agreement shall commence on the date stated above and shall remain in effect until all obligations under this Agreement have been properly completed.
In the event of cancellation of the project, ownership of all copyrights and the original artwork and disks shall be returned and retained by MTS and a fee for work completed, based on the contract price and expenses already incurred, shall be paid by the client.
16. PRODUCTION SCHEDULE/DELIVERY OF PROJECT
The client will assume any shipping or insurance costs related to the project. Any alteration or deviation from the above specifications involving extra costs will be executed only upon approval with the client. MTS shall not incur any liability or penalty for delays in the completion of the project due to actions or negligence of client, unusual transportation delays, unforeseen illness, or external forces beyond the control of the designer. If such event(s) occur, it shall entitle MTS to extend the completion/delivery date, by the time equivalent to the period of such delay. In the event any material necessary for the production of the project must be shipped to a third party for additional processing, typesetting, photographic work, color separation, press work, or binding, MTS will incur no liability for losses incurred in transit, or due to the delay of the shipper of the third party. THIRD PARTY SHIPPING?In the event any material necessary for the production of the project must be shipped to a third party for additional processing, typesetting, photographic work, color separation, press work, or binding, the designer will incur no liability for losses incurred in transit, or due to the delay of the shipper of the third party.
17. PROOFING OF FINAL PROJECT
The designer shall work to ensure the final product is free of any grammatical and spelling errors, before giving the final product to the client. It is agreed that it is the client’s responsibility to ensure that there are no spelling or grammatical errors contained in the final product. It is agreed that MTS is not responsible or held liable for any errors contained in the final product after the final product has been committed to print or posted in view of the public.
18. ACCEPTANCE OF AGREEMENT
By placing your order, the Client agrees that the above prices, specifications and conditions are hereby accepted. MTS is authorized to execute the project as outlined in this agreement. Payment will be made as proposed above. This Agreement shall commence on the date of order, and shall remain in effect until all obligations under this Agreement have been properly completed, or unless cancelled by client, and/or MTS .
Neither this agreement nor any of the rights hereunder shall be assignable by any party except with the written consent of the other party to this agreement. The parties hereto hereby agree that they will, at any time and from time to time, upon request of any other party hereto, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all such further acts, actions, assignments, transfers, agreements, assurances and powers of attorney as may be reasonably required to carry out the transactions herein contemplated.
The waiver of any party hereto of a breach of any provision of this agreement shall not operate or be construed as a waiver of any subsequent breach by any party hereto. This agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors and permitted assigns. No amendments or variations of the terms and conditions of this agreement shall be valid unless the same is in writing and signed by all the parties hereto or their duly authorized agent.
The paragraph headings contained herein are for convenience only and shall not in any way affect the interpretation or enforceability of any provision of this agreement. This agreement shall be construed and enforced pursuant to the laws of the State of Indiana. This agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated in this agreement and supersedes any and all prior agreements or understandings with respect thereto.
This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one document. In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
Any and all notices or other communications required or permitted by this agreement or by law to be served on or given to either party hereto by the other party hereto shall be in writing and shall be deemed duly served and given when personally delivered to such party to whom it is directed, or in lieu of such personal service, when: [i] deposited in the United States mail, first-class postage prepaid, return receipt requested; or [ii] deposited with a nationally recognized overnight delivery service, addressed to the parties at the addresses set forth herein. Either party may change its address for the purpose of this paragraph by giving written notice of such change to the other party in the manner provided in this paragraph. Copies of all notices shall be directed to the addresses set forth in above.
Meggnotec, Software License Agreement:
PLEASE READ: BY DOWNLOADING, USING OUR SOFTWARE, OR PURCHASING OUR PRODUCTS OR SERVICES RELATED TO THE SOFTWARE, YOU ACCEPT THE TERMS AND CONDITIONS STATED BELOW IN A LEGALLY BINDING MANNER.
If you are obtaining the software as defined below on behalf of a company, you represent that you are duly authorized to represent the company and accept the terms and conditions of the agreement on behalf of the company. A binding contract is then formed between Meggnotec. and the company in accordance with the terms of this agreement. You personally agree not to commit or encourage any violation of our agreement with the company.
If the company you represent or you (collectively "you") do not agree to the terms and conditions of this agreement, do not download or purchase or install the software.
PROPRIETARY RIGHTS AND CONDITIONS:
You are not permitted to make copies of the software without first purchasing the appropriate additional licenses. Individual software licenses are only valid when registered to a domain/url. This license does not grant any reseller privileges. By purchasing our software product you agreed not to use our product in more than one website.
OPTIONAL SERVER LICENSES:
If a "server" license is purchased, the software is considered licensed only when it resides on the licensed server, which must be registered with Meggnotec. Each server license is issued to one (1) physical computer/server. Each server that contains the software, or any portion thereof, must have it's own license. Server licenses are not equivalent to individual licenses, meaning the software must remain on the licensed server at all times. This license does not grant any reseller privileges.
DISCLAIMER OF WARRANTIES:
To the extent allowed by local law, this software is provided to you "as is" without warranties or conditions of any kind, whether oral or written, express or implied. Meggnotec. specifically disclaims any implied warranties or conditions of merchantability, satisfactory quality, non-infringement and fitness for a particular purpose.
LIMITATION OF LIABILITY:
Except to the extent prohibited by local law, in no event will Meggnotec., or it’s employees or officers be liable for direct, special, incidental, consequential or other damages (including lost profit, lost data, or downtime costs), arising out of the use, inability to use, or the results of use of the software, whether based in warranty, contract, tort or other legal theory, and whether or not advised of the possibility of such damages. Your use of the software is entirely at your own risk. Should the software prove defective, you assume the entire cost of all service, repair, or correction.
Some software and services purchased from Meggnotec may include limited free support (technical support, re-downloads, and free updates may be limited to 1 year from date of original qualifying purchase). Unless stated otherwise, the free support is only available through our website/email. If you require more advanced technical support or require telephone assistance, additional consulting services or a support plan may be required. We reserve the right to change our support policy at anytime. To contact our support dept. for assistance, click on "Contact Us" and follow the links to "Technical Support".
You must make every attempt to safeguard your data and other files during installation, when upgrading, or when installing an update. Meggnotec. does not assume responsibility for loss of data or any other losses that result from installation, upgrading, or updating of the software. Hard disks (including but not limited to all data or files related to PDshop) should be backed up on a regular basis and should always be backed up before you begin any installation tasks.
OPTIONAL INSTALLATION SERVICE:
If you have purchased the optional installation service, Meggnotec will install the software onto your web server. Our technicians will then test the online storefront and web admin. Installation includes basic configuration only, unless stated in writing prior to installation. We will not setup your items, categories, payment gateways, or any other elements. After we determine that the installation was successful, technical support is provided at the current technical support department hourly rate. By accepting our services, you acknowledge that Meggnotec is not responsible for any web hosting monthly fees, setup fees, or any other fees associated with the use or installation of our software or scripts. While we will make every attempt to safeguard data during installation or service, we do not assume responsibility for loss of data. Hard disks and all data on your server should be backed up on a regular basis and should always be backed up before Meggnotec is called for service or installation. We are not responsible for any loss of data.
Meggnotec neither assumes nor accepts any liability for any loss, damage, theft, misuse, malfunction, etc. of your hardware or data or anything else that you may own regardless of the cause or reason for any such misfortune. Meggnotec., it’s officers, and employees will not be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party . These policies, terms, and conditions may be subject to change without notice.