STUDIO POLICIES 2011

website design terms

i. authorization
The above-named client is engaging Arch Creative Group (hereinafter “ACG”) as an independent contractor for the specific purpose of the graphic design of a World Wide Web site to be installed on the Client’s Web space on a Web hosting service’s computer. The Client hereby authorizes ACG to access this account, and authorizes the Web hosting service to provide ACG with “write permission” for the client’s Web page directory, CGI-bin directory, and any other directories or programs which need to be accessed for this project. The client also authorizes ACG to publicize their completed Web site to Web search engines, as well as other Web directories, indexes, and ACG’s portfolio.
The description of said services to be provided and the compensation to be paid therefor are detailed in the attached document entitled ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICES, signed and dated by the parties herein.

ii. independent contractor
Client understands and agrees that ACG is an independent contractor. Client further understands and agrees this contract does not create a master/servant, principal/agent, or other employer/employee relation, nor does it constitute the formation of a joint venture.

iii. standard website package elements
ACG includes the following elements in their Standard Web Site Package:
(1) Text – supplied by the Client. Copy for Web site must be supplied by the Client in a .doc format via disk or email attachment. Otherwise, there will be an additional charge for typesetting.
(2) Pages – Up to 6 (six) hours of design time are allotted for the home page. If the Client desires additional standard Web pages beyond the original number of pages specified in the ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICES, the client does covenant and agree to compensate ACG at the hourly studio rate enumerated in the ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICES.
(3) Photos and other misc. graphic images – The client may provide photos and graphic images for each page. Additional stock images may be purchased by the Client (istockphoto.com). ACG can take high quality digital photos at the studio rate.
(4) Maintenance – ACG provides site maintenance (updating links and minor text changes) at the hourly studio rate. All maintenance requires 48 hours’ notice. The Client is prohibited from making modifications to the Web site or contracting any agent other than Arch Creative Group to make modifications. If the Client or its agent damages the Web pages by attempting to update or modify the Client’s pages, time to repair is billed at the studio rate and is not included in the free maintenance allotted.
(5) SEO – Search Engine Optimization – ACG includes basic SEO submission for site publicity on major search engines. ACG does not guarantee top placement with basic SEO. Full SEO is available upon request for an additional fee. (Please inquire.)
(6) E-mail response link or Contact form – written in PHP to any e-mail address the client designates.
(7) E-mail – Client can receive up to 10 customized email addresses per domain.
(8) 100% Satisfaction Guarantee – If ACG cannot produce a design to the Client’s complete satisfaction this contract becomes null and void. The deposit money will be returned minus any expenses incurred (domain name purchase, Web hosting purchase...). The Client must inform ACG as outlined in Clause XII below to halt design work.

iv. privacy
ACG will not reproduce the design, content, or images of Client’s Web site for any other Web site design for another client. ACG will keep all intellectual property of the Client confidential and private subject to the terms in Clause X below.

v. completion date
ACG and the Client must work together to complete the Web site in a timely manner. Where completion of the Web site requires the Client to supply ACG text and graphic content, the Client must do so within three weeks of the date of execution of this contract. Failure to do so shall result in the entire amount of the contract becoming due and payable immediately. Extenuating circumstances may be taken into consideration given sufficient notice.

vi. payment of fees
Fees due to ACG for new Web site construction are due and payable on the following schedule:
1/2 of the total fee is due upon signing this contract as a down payment.
1/2 of the total fee is due upon project completion.
All ACG services are subject to the following payment terms: All payments must be made in U.S. funds. Payment is due within 10 days of receipt of ACG’s invoice. Delinquent bills will be assessed a $15 late fee. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added each month of delinquency. ACG will assess a $50 charge for all returned checks and will halt work until such time as the account is made current. Where a Client account is delinquent, ACG reserves the right to remove Web pages or take down an entire Web site from viewing on the Internet until final payment is made. There is a resurrection fee of $50 to reinstate the site on the Internet. The Client covenants and agrees to indemnify ACG for all costs arising from any collection actions necessary to settle Client’s account including, without limitation, legal fees, court costs, and collection agency fees. ACG reserves the right to disable Web sites for non-payment of fees.

vii. payment plans
ACG offers flexible payment plans. A finance fee equal to 20% of the total contract price will be added. Inquire for terms and availability.

viii. warranty disclaimer
ACG makes no warranty, either express or implied, and hereby disclaims any such warranties, that the functions of Client’s Web pages will meet the Client’s requirements or that the operation of the Web pages will be uninterrupted or error-free. The Client assumes all risk associated with the quality and performance of the Web site. In no event will ACG be held liable to the Client or any third party for any damages, including, but not limited to, lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these Web pages or Web site, even if ACG has been advised of the possibility of such damages.

ix. copyrights and trademarks
The Client represents to ACG and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to ACG for inclusion in Web pages 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, defend, and indemnify ACG and its subcontractors from any claim or suit arising from the use of such elements furnished by the client. All rights not expressly granted hereunder are reserved to ACG including, without limitation, rights to all sketches, comps, or other work product and preliminary materials.

x. copyright to web pages
Copyright to the finished assembled work of Web pages produced by ACG is owned exclusively by ACG. All rights except those enumerated below are reserved by ACG. No element of the Web page may be used elsewhere in any form or modified in any manner without the express written permission of ACG. Work-up files and computer programs are specifically not transferred to the client and remain the property of their respective owners. 
The Client understands and agrees that the only rights transferred to the Client upon payment of the agreed fee to ACG are those which constitute a license. The Client has the right to use the Web site for business/promotion but receives neither ownership rights nor the right to make changes to the site outside the arrangement contained in Clause III (4) above. The Client understands and agrees that ownership rights to the Web page and its elements may be purchased for a negotiated price. The Client does covenant and agree to ACG’s fair use of Client’s Web site for promotion of ACG services and display in ACG’s portfolio.
ACG reserves the right to revoke any license for non-payment of fees.

xi. laws affecting electronic commerce
The Client understands and acknowledges that from time to time governments may enact laws affecting Internet electronic commerce. The Client does agree to accept sole responsibility for complying with such laws, taxes, and tariffs and will hold harmless, protect, defend and indemnify ACG and its subcontractors form any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.

graphic design terms

i. authorization
The above-named client is engaging Arch Creative Group (hereinafter “ACG”) as an independent contractor for the specific purpose of providing graphic design services in any of a variety of media including, without limitation, print, World Wide Web, and television. The description of said services to be provided and the compensation to be paid therefor are detailed in the attached document entitled ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICES, signed and dated by the parties herein.

ii. independent contractor
Client understands and agrees that ACG is an independent contractor. Client further understands and agrees this contract does not create a master/servant, principal/agent, or other employer/employee relation, nor does it constitute the formation of a joint venture.

iii. satisfaction guarantee
100% Satisfaction Guarantee – If ACG cannot produce a design to the Client’s complete satisfaction this contract becomes null and void. The deposit money will be returned minus any expenses incurred.
In the event the Client is not satisfied and wishes to halt design work, the Client must inform ACG as outlined in Clause XI below.

iv. privacy
ACG will not reproduce the design, content, or images of Client’s project for any other project for another client. ACG will keep all intellectual property of the Client confidential and private subject to Clause X below.

v. completion date
ACG and the Client must work together to complete the project in a timely manner. Where completion of the project requires the Client to supply ACG text and graphic content, the Client must do so within three weeks of the date of execution of this contract. Failure to do so shall result in the entire amount of the contract becoming due and payable immediately. Extenuating circumstances may be taken into consideration given sufficient notice.

vi. payment of fees
Fees due to ACG are due and payable on the following schedule:
1/2 of the total fee is due upon signing this contract as a down payment.
1/2 of the total fee is due upon project completion.
All payments must be made in U.S. funds. Payment is due within 10 days of receipt of ACG’s invoice. Delinquent bills will be assessed a $15 late fee. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added each month of delinquency. ACG will assess a $50 charge for all returned checks and will halt work until such time as the account is made current. The Client covenants and agrees to indemnify ACG for all costs arising from any collection actions necessary to settle Client’s account including, without limitation, legal fees, court costs, and collection agency fees. ACG reserves the right to revoke any license for non-payment.

vii. payment plans
ACG offers flexible payment plans. A finance fee equal to 20% of the total contract price will be added. Inquire for terms and availability.

viii. warranty disclaimer
ACG makes no warranty, either express or implied, and hereby disclaims any such warranties, that the finished project will meet the Client’s specific requirements or serve the Client’s purposes. In no event will ACG be held liable to the Client or any third party for any damages, including, but not limited to, lost profits, lost savings or other incidental, consequential or special damages arising out of the use of materials produced under this contract, even if ACG has been advised of the possibility of such damages.

ix. copyrights and trademarks
The Client represents to ACG and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to ACG for inclusion in the project 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, defend, and indemnify ACG and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
ACG reserves the right to revoke any license for non-payment.

x. copyright to finished product
Copyright to the finished assembled work produced by ACG is owned exclusively by ACG. All rights except those enumerated below are reserved by ACG. No element of the finished product may be used elsewhere in any form or modified in any manner without the express written permission of ACG. Work-up files and computer programs are specifically not transferred to the client and remain the property of their respective owners.
The Client understands and agrees that the only rights transferred to the Client upon payment of the agreed fee to ACG are those which constitute a license. The Client has the right to use the finished product in accordance with the specific terms in the attached document entitled ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICE, but receives neither ownership rights nor the right to make changes to the design outside the arrangement contained in Clause III (4) above. 
The Client understands and agrees that neither the Client nor any agent, assignee, or devisee may use the work product beyond the specific scope described in the ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICE without an additional license agreement or the purchase of ownership rights to said work product.
The Client understands and agrees that ownership rights to the work product of the project and its elements may be purchased for a negotiated price. The Client does covenant and agree to ACG’s fair use of Client’s project for promotion of ACG services and display in ACG’s portfolio.

terms common to web & graphic design

i. initial payment and refund policy
The total amount due for this contract is outlined in the ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICES.
This agreement begins with the initial down payment of the amount enumerated in the relevant Payment of Fees Clause above.
If the Client halts work after making the payment and applies by registered letter for a refund to the Director of Arch Creative Group, 400 TradeCenter, Suite 5900, Woburn, MA 01801, work completed shall be billed at the hourly studio rate enumerated in the ARCH CREATIVE GROUP PROPOSAL FOR DESIGN SERVICES and deducted from the down payment. Any balance remaining will be returned to the client. If the work performed under this contract at the time the halt order is received exceeds the value of the amount paid at that point, the Client shall be liable to pay for all work completed at the studio rate. No portion of the down payment shall be refunded unless written application is made within 30 days of signing this contract.

ii. change orders
In the event Client’s requirements for the project change significantly a Change Order will be issued to amend the original Design Proposal based on the new requirements. 
Sufficiently large or numerous changes may require additional fees which will be enumerated in the revised Design Proposal. Any changes implemented after a 
project’s completion will be billed at the studio rate.

iii. arbitration
Any legal controversy which may arise between Client and ACG relating to this contract, unless such controversy can be resolved informally, will be submitted to mandatory, final, and binding arbitration in Woburn, Massachusetts or in any other mutually acceptable location in accordance with the rules of the American Arbitration Association then in effect. This includes, but is not limited to, contract claims, tort claims, or claims of violation of any applicable federal, state, or local law, provided, however, that either party may seek injunctive relief in court to prevent irreparable injury. The sole exceptions to this arbitration provision are (1) claims brought by ACG for collection of funds due and payable for work performed under this contract which may be brought in any forum having jurisdiction over the parties and subject matter, as discussed above in Clause VI; (2) causes of action for violation of state or federal copyright law. All parties may be represented by legal counsel throughout the proceedings at each party’s independent expense. Costs of the arbitrator and arbitration facility will be borne by the party bringing the claim.

iv. merger & savings
This document memorializes the complete and final agreement between the undersigned parties on the aforementioned issues. The contract formed herein is governed by the laws of the State of Massachusetts. If any part of this Agreement shall be invalid, illegal, or inoperative for any reason it is the intent of the undersigned parties that the remaining parts, so far as possible and reasonable, shall be effective and fully operative.

last update 7.20.10 © copyright arch creative group. all rights reserved