TERMS AND CONDITIONS

This AGREEMENT is between any client of Lee Mason,hereafter referred to as the “Client” and Lee Mason, hereafter referred to as the “Consultant”.

This Agreement is with respect to the design, management and technical tasks neccessary to complete the Client’s project, hereinafter referred to as the “Work”. Whereas, Consultant is a professional web designer of good standing; Whereas, the Client wishes Consultant to create certain Work described more fully herein; and Whereas, Consultant wishes to create such Work; Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows:

CONFIDENTIALITY
The Client and Consultant may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:
1. is already known to the party to which it is disclosed;
2. is or becomes part of the public domain without breach of this Agreement;
3. is obtained from third parties,which have no obligations to keep confidential to the parties to this Agreement.

DESCRIPTION OF WORK
The details of the Work that is required of Consultant to complete Client’s project are hereinafter referred to as the “Proposal”.

FILES
Consultant commits to delivering the finished Work to a high standard. The individual designs and technical workings that comprise the finished Work are hereinafter referred to as “Files”. Upon payment of a completed Design Phase Consultant will pass over the relevant Files to Client. The Files will conform to the specifications that are set out in the Proposal. Any Files required from Client for Consultant to carry out a particular task must conform to the formats requested by Consultant. Any additional time or resources needed to prepare Files before use is billable at Consultant’s hourly rate.

FEES
It is mutually advantageous fot the Work to be scheduled and signed off in logical working/billing phases, hereinafter referred to as a “Phases”. Planning the work, cost estimating, and billing in several phases permits Consultant or Client to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed only through Phases and/or portions of Phases that were actually completed by Consultant.

PAYMENT SCHEDULE
Client shall pay Consultant 50% as a deposit for project commencement. The remaining balance of 50% is to be divided and paid in accordance with the agreed Phases set out in the Proposal. The entire amount for the project is to be paid in full by the agreed project completion date stated in the Proposal, and prior to File relinquishment.

ORIGINALITY & SUITABILITY
Consultant affirms that all design Work is original and that Consultant owns all the rights granted under this agreement, and that the rights granted do not conflict any other agreement. Consultant agrees to create custom design Work that is suitable for Client’s business.

ASSIGNMENT OF WORK
Consultant reserves the right to assign other designers or subcontractors to the Work to ensure quality and on-time completion.

NATURE OF COPY
Client agrees to exercise due diligence in directing Consultant regarding preparation of materials and must be able to substantiate all claims and representations. Client is responsible for all trademark, servicemark, copyright and patent infringement clearances. Client is also responsible for arranging, prior to publication, any necessary legal clearance of materials Consultant prepares.

APPROVAL
The Client shall be responsible for checking and approval of all stages of production of the Commissioned Work and for ensuring that the designs are fit and suitable for the purpose intended and the consultancy shall not be held liable for any errors or omissions in artwork, illustrations, photography, proofs, etc. which have been accepted by the Client.

SAMPLES OF WORK
The Client will provide the Consultancy with pristine samples of each finished article, design or other creative work carried out in relation to the Commissioned Work free of charge and in reasonable numbers.

PAYMENT
Payment is due within 10 days from the date of invoice. Thereafter the Consultant shall be entitled to charge interest at 5% per month on any amount outstanding plus any additional charges resulting from a dispute relating to the outstanding balance. The Consultant may also suspend any services or further work on the project and/or terminate the contract if payment is not received in full by the due date. The Client is liable to pay for all expenses, including court costs or otherwise, that arrise from the Consultant’s persuit of any outstanding balance for services delivered. The Consultant may choose any solicitor(s) they wish to represent them and the Client is liable for 100% of the solicitor’s fees.

ERRORS AND OMISSIONS
It is Client’s responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Consultant is not liable for errors or omissions. Client’s signature or that of Client’s authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation.

REJECTION
Unless a rejection fee has been agreed in advance, there is no right to reject the Commissioned Work on the basis of style or composition.

LIABILITY
Although all work undertaken is done to the best of the Consultant’s ability the Consultant accepts no responsibility for any loss or damage to property or persons arising in any manner at all, either in relation to the services to be rendered and/or goods supplied to the client, or in relation to any defect in products manufactured using designs supplied under the contract other than liability for death or personal injury caused by the negligence of the Consultant. If the Consultant is required to compensate the client for any such loss or damage, then its liability is limited to the amount of the estimated fees for the Commissioned Work. The Consultant accepts no responsibility for any damage to or loss of any property of the Client supplied by the Client in relation to the Commissioned Work and whilst in the possession of or in transition to or from the Consultant or being handled by the Consultant outside its premises. The Consultant undertakes to use all reasonable care in relation to any such property in order to seek to prevent such loss or damage. The Client shall indemnify the Consultant against all losses, damage or liabilities of any kind in respect of loss of or damage to property, death or personal injury that may arise or occur directly or indirectly as a result of a defect in any product manufactured using designs supplied by the Client in relation to the Commissioned Work.

DUE DATES
Consultant agrees to deliver samples of design on dates as agreed upon in the Proposal. Consultant will make every effort to meet agreed upon due dates. The Client should be aware that failure to submit required information or materials may cause subsequent delays in the production. *Client delays could result in significant delays in delivery of finished Work. Any date specified for completion of the Commissioned Work is an estimate only. The Consultancy shall endeavour to meet such date but shall not be responsible for any loss or damage if it fails to do so due to circumstances beyond the control of the Consultancy.

ADDITIONAL WORK
Changes in Client input or direction, or excessive changes, will be charged. Any work the Client wishes Consultant to create, which is not specified in the Project Proposal will be considered an additional service. Such Work shall require a separate Agreement and payment separate from and above that specified in this Agreement.

EXPENSES
Client agrees to reimburse Consultant for any of the following expenses necessary in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone Consultation).

DELAYS
Client agrees to give Consultant a project deadline extension if Consultant becomes ill, is injured, or is delayed because of events beyond Consultant’s control, like: fire, theft, computer failure, and Acts of God.

OVER RUNS AND UNDER RUNS – PRINTED MATERIAL
Client will accept over runs or under runs that do not exceed 10% of the quantity ordered on all jobs. Consultant will bill for actual quantity delivered within this tolerance. If Client requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.

PROPERTY AND SUPPLIER’S PERFORMANCE – PRINTED MATERIAL
Consultant will take all reasonable precautions to safeguard the property Client entrust to Consultant. In the absence of negligence on Consultant’s part, however, Consultant is not responsible for loss, destruction or damage or unauthorized use by others of such property. Consultant will use their best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although Consultant may use their best efforts to guard against any loss to Client through the failure of our vendors, media, or others to perform in accordance with their commitments, Consultant is not responsible for failure on their part. If Client selecst their own vendors, other than those recommended by Consultant, Client may request that Consultant coordinate their work. If at all possible, Consultant will attempt to do so, but cannot in anyway be held responsible for quality, price, performance or delivery.

USE OF FINISHED WORKS
Client has the right, without limitation, to use the new logo design in all media useful for their business and promotion. Client gives Consultant permission to use Client’s full name, business address, and/or website address, for testimonial purposes on Consultant’s website, and/or other business, sales and promotion related media.

AUTHORSHIP CREDIT
Authorship credit in the name of Consultant shall accompany online Work at all times unless specified to the contrary by Consultant in writing, or via email.

RESERVATION OF RIGHTS
All rights not expressly granted hereunder are reserved to Consultant, including but not limited to all rights in sketches, comps, or other preliminary materials. Consultant reserves the right to claim acknowledgement as the original creator of all final Work and to display the Work in a portfolio without restriction.

RIGHTS OF OWNERSHIP
Once a project has been delivered by Consultant and is fully paid for by Client, Consultant will assign the reproduction rights of the design for the use(s) described in the Proposal. Client understands that the final Work belongs to Consultant until Client has paid Consultant in full. In the event of termination of this Agreement Consultant owns the Work and all Files and has the right to complete, exhibit, and/or sell the Work (excluding the business name) if Consultant so chooses. Consultant will always own all design concepts and technical workings prior to CLIENTS final Work being delivered. According to the UK Copyright, Designs and Patents Act 1988 , 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 Consultant, or purchased from a stock agency on Client’s behalf, remain with the individual designer, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with Consultant and/or his/her authorized representative, Client may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If Client wishes to use the design Consultant has created and/or the images within it for another purpose or project, including a reprint or exhibition, Client must contact Consultant to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through Client’s vendors, Client agrese to return to Consultant all original mechanicals and artwork (slides, prints, drawings, separations, etc.) within two weeks, and to provide Consultant with printed samples of each project.

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

PERMISSIONS AND RELEASES
The Client agrees to indemnify and hold harmless the Consultant against any and all claims, costs, and expenses, including solicitors’s fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

PUBLICATION
The Client may publish or disclose information regarding the Work and shall acknowledge the support of the Consultant in all such publications. The Client will not use the name of Consultant, in any advertising or publicity without the prior written approval from the Consultant. The Consultant will not use the name of Client, in any advertising or publicity without the prior written approval from the Client.

TERM AND TERMINATION
The term of this agreement will continue for work in progress until terminated by either Client or Consultant upon thirty (30) days written notice. If Client should direct Consultant at any time to cancel, terminate or “put on hold” any previously authorized purchase, Consultant will promptly do so, provided Client holds Consultant harmless for any cost incurred as a result. Upon termination of this agreement, Consultant will transfer to Client all Client’s property and materials in Consultant’s control and for which Client has paid. Client will indemnify and hold Consultant harmless for any loss or expense (including solicitors ’s fees), and agree to defend Consultant in any actual suit, claim or action arising in any way from the working relationship. This includes, but is not limited to assertations made against Client and any of their products and services arising from the publication of materials that Consultant prepares and Client approves before publication.

LAW
The contract shall be governed by the laws of England and Wales and the client agrees to submit to the jurisdiction of the English courts.