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Terms of Service

1. Terms & Conditions

The performance of the design and production services and delivery of tangible property (collectively the “Design and Production Services”) described in the contract or invoice of which these terms and conditions are a part (or are on the face hereof) by Infectious Studios to the client identified in the attached contract or invoice (“Client”) is governed by the following terms and conditions. Unlike otherwise agreed in writing, Infectious Studios expressly rejects any additional or different terms or conditions proposed by Client.

2. Description of Work

The Agreement (the “Agreement”) for the project described in the Scope of Work to which these terms and conditions are attached (the “Project”) shall consist of the final Scope of Work and time line, these terms and conditions, and any change orders set forth in writing and executed by Infectious Studios and the Client after the acceptance of the original Scope of Work. Changes to the Scope of Work may result in adjustments to the charges for the Project.

3. Payment

Payment for Design and Production Services will be made as follows. 40% of the Estimated Design and Production Fees are due upon acceptance of the proposal. The remaining balance (including any and all expenses for vendors, service providers, specialists or subcontractors engaged in accordance with the proposal (“Outside Expenses”) not paid in advance by Client) will be due upon delivery of the finished Project. Except for the portions of invoices that are disputed in good faith by the Client for not being in accordance with the terms and conditions of this Agreement, any amounts not paid when due shall accrue interest at the rate of 1.5% per month from the date due until paid. Infectious Studios reserves the right to withhold delivery of all electronic and/or printed materials until the undisputed portion(s) of overdue invoices are paid. All Outside Expenses, including but not limited to, Photography, Illustration, Copywriting, Printing, Mileage, Photocopies and Colour Outputs will be billed with a surcharge of 20% vendor costs. The surcharge will not be applied to Deliveries and Postage. Final payment is due within 30 days of receipt.

4. Changes to Scope

Revisions or author’s alterations to the Scope of Work shall obligate the Client to additional fees and costs. These may include but are not limited to: changes made to copy after the final copy has been submitted; changes made to the design once layouts, website design, or site map have been approved; extensive alterations; a change in marketing objectives on the part of the Client and new work requested by the Client after the execution of the Agreement. All production costs are based on the assumption that copy will be provided electronically. Change orders will be prepared by Infectious Studios and provided to the Client outlining the changes to the Scope of Work, and any additional costs for those changes. The Client agrees to pay Infectious Studios additional fees and costs for said revisions or alterations at a rate of $75.00 per hour. Hourly rates quoted in proposals will remain in effect until further written notice is given. If Infectious Studios is unable to meet the delivery schedule set forth in the Agreement due to delays by Client or changes requested by Client in the Scope of Work, Infectious Studios may, in its discretion, revise the production schedule as necessary and provide for adjustments in the costs for the Project.

5. Overtime / Rush Charges

Estimates are based on normal and reasonable time schedules, and may have to be revised to take into consideration any “rush” requests requiring overtime or weekends. Knowledge of Client’s deadline is essential to provide an accurate estimate of costs. Infectious Studios overtime incurred at the Client’s request will be billed at a rate of $75.00 per hour. The Client will also be responsible for additional charges imposed by outside suppliers, such as pre-press or printers, to meet Client’s “rush” requests. To the extent possible, Infectious Studios will advise Client of all situations that require overtime and/or rush charges, and the amount of additional compensation that will be charged to meet such overtime requirements or rush requests. Rush or overtime fees may be incurred if the Client does not meet approval or content deadlines which have been established to meet the Client’s desired schedule.

6. Ownership & Usage Rights

The rights to be granted by Infectious Studios under this Agreement will be transferred to Client once full payment for services is made by Client to Infectious Studios. Upon receipt of full payment, the Client is hereby granted exclusive and unlimited usage and reproduction rights to the final designs prepared for Client as part of the Project. Except for the foregoing license, all right, title and interest to all designs and artwork (whether draft or final versions) remain with Infectious Studios or its contractors or vendors, as applicable. This includes, but is not limited to, layouts, animations and designs created by Infectious Studios or its contractors or vendors, computer disks containing such layouts, photography or illustration created by independent photographers or illustrators commissioned by Infectious Studios, and photography or other images purchased by Infectious Studios from a stock agency on the Client’s behalf. Infectious Studios reserves the right to reproduce any and all designs created by Infectious Studios in print and electronic media for Infectious Studios’s promotional purposes for an unlimited period of time. Infectious Studios has the right to retain, or if applicable, Client agrees to provide Infectious Studios with, 25 printed samples of each tangible product produced as a result of the Project. In developing any brandmarks, Infectious Studios will use reasonable commercial efforts, consistent with standards in the industry, to ensure that any such brandmarks are original. Infectious Studios’s efforts shall not include a complete trademark clearance search. Should a higher level of assurance be required by Client, the services of a trademark search firm and intellectual property attorney should be retained by Client.

7. Errors

The Client has the responsibility to proofread and examine all work produced during the Project. Therefore, the Client is ultimately responsible for any typographical, spelling, grammatical, copy, photographic, illustrative, layout or other errors discovered after printing or reproduction, or for any work or services performed by any party selected by the Client. In the event the Client determines that there are errors in the work produced during the Project, Client shall notify Infectious Studios of any errors within 48 hours of Client’s determination. Failure to promptly notify Infectious Studios shall constitute a waiver by Client of any claim arising out of such errors.

8. Cancellation

In the event the Client cancels this Agreement prior to the completion of the Project, within five (5) business days of such cancellation, Client shall pay (a) Infectious Studios for all work performed by Infectious Studios up to the date of termination, (b) for all contracted for Outside Expenses and commitments that have been incurred and cannot be cancelled and (c) a cancellation fee equal to 20% of the remaining fees that would otherwise have been paid to Infectious Studios if the Agreement were to have been fully performed.

9. Entire Agreement

This Agreement and the attachments hereto represent the entire agreement between Infectious Studios with respect to the performance of the Design and Production Services and supersedes any prior oral or written agreements of discussions, may not be modified or amended unless in writing signed by each of the parties, and may not be assigned by either party without the written consent of the other party which consent will not be unreasonably withheld.

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