Ownership

All designs, concepts and materials created or developed during the project will be owned by the client upon receipt of full payment, unless otherwise agreed in writing. The Designer retains the right to reproduce, publish and display the Final Works, Deliverables, and Preliminary Works, to the extent they do not contain Client’s Confidential Information, in Designer’s portfolios and Websites, and in galleries, 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 professional materials, and, if not expressly objected to, include a link to the other party’s Website.

Amendments & Revisions

Shore Design Lab will provide up to two rounds of revisions for the designs, concepts and materials created or developed during the course of the project. Additional revisions may be subject to additional fees. If the revisions requested by the client fall outside of the agreed scope of the project, these will then be subject to additional fees and charged accordingly on a time and materials basis, at Designer’s standard hourly rate. 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.

Timing. Designer will prioritise performance of the 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. Client agrees to review Deliverables within the time identified for such reviews and to promptly either (i) approve the Deliverables in writing or (ii) provide written comments sufficient to identify Client’s concerns, objections or corrections. Designer shall be entitled to request written clarification thereof.

Client acknowledges and agrees that Designer’s ability to meet schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of this Agreement by the Designer.

Testing and Acceptance. Designer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five 5 business days of receipt of each Deliverable, shall notify Designer, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Designer 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 Client, the Deliverable shall be deemed accepted.

Deposits

A 50% deposit up front is required to begin work on the project, with the remaining 50% payable upon completion and receipt of the artwork. In the event of cancellation of the project by the client, any deposit is non-refundable.

Payments

Invoices/Payments. Invoices must be paid within 30 days of the day of receipt by the Client. Late payments will result in a £100 late fee.

Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Designer reserves the right to withhold Deliverables if accounts are not current 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, including any outstanding Additional Costs, Taxes, Expenses, Fees, Charges, or the cost of Changes.

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 in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.

Additional Costs. The Project pricing includes Designer’s fee only. Any and all outside costs including, but not limited to, equipment rental, shipping, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal. Off-island travel expenses including transportation, meals, and lodging, incurred by Designer are only applicable with Client’s prior agreement and subsequent approval in writing.

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.

Confidentiality

Shore Design Lab will keep all Client information strictly confidential. No information will be disclosed to any third party without written consent. In the event of any breach, all parties should be informed immediately.

Limitation of Liability

Shore Design Lab liability under this agreement shall be limited to the amount paid by the Client for services rendered.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Shore Design Lab is located, namely The Bailiwick of Guernsey.

Copywrite

Shore Design Lab guarantees that any work created for the Client does not infringe upon any copywrite, trademark or proprietary rights of any third party. The Client assumes full responsibility for any legal actions that may result from the use of paid Shore Design Lab work.

Plagiarism

Shore Design Lab guarantees that any work created for the Client is original and does not contain plagiarised content. The Client assumes full responsibility for any legal actions that may result from the use of plagiarised content.

Communication

The Client agrees to maintain open and timely communication throughout the duration of the project. Communication should primarily occur via email, but phone calls and Google Meet etc are acceptable given fair advance notice and confirmation. If the Client uses a specific Project Management Software, then this could also be acceptable at Shore Design Lab discretion.

Termination

The 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, fails to notify the other party of said breach immediately, and the breach is not remedied within ten (10) days from receipt of written notice of such breach.

Termination Rights

In the event of termination by the Client, the Designer shall be compensated for the Services performed through the date of termination to the amount of the entire non-refundable deposit, plus any additional costs incurred. If the project has a substantial amount of hourly fees for work performed by the Designer as of the date of termination, these will be accounted for at the standard hourly rate.

In the event of termination for convenience by Client, Client shall pay in addition to the above an early termination fee equal to 25% of the total Project fee and Client shall not have rights to use the Deliverables except upon written consent from Designer provided after such termination.

In the event of termination for convenience by Designer or for cause by Client, and upon full payment of compensation as provided herein, Designer grants to Client such right and title as with respect to those Deliverables provided to, and accepted by Client as of the date of termination.

Upon expiration or termination of the Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party. All rights and obligations of each party under the Agreement, exclusive of the Services, shall survive.

Work Stoppage / Suspension

Client acknowledges that Designer has reserved time exclusively to perform the Services. Accordingly, in the event that Client causes a delay in the Services, Client shall pay to Designer, in addition to fees and expenses already incurred through the date of such Client Delay, a Suspension Fee equal to Designer’s hourly fees for idle time caused by the Client Delay, unless Designer is able to secure other work for that time for the same or greater compensation. Client acknowledges that if Designer accepts other work because of a Client Delay, Designer may adjust time to complete the Services as necessary to accommodate such other work.