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TERMS & CONDITIONS

Terms and Conditions

All content and work contained within are ©2005 Break of Day Design Studio LLC™, Break of Day Advertising & Public Realtions™, MANNMADE Integrated Marketing™

1. Contract: The client’s approval for work to commence shall be deemed a contractual agreement between the client and BOD. Important: Approval for the work to commence and payment of the advance fee indicates that the client accepts these terms and conditions.
2. Material: All material supplied by the client shall remain the client’s property. It will be assumed that this material belongs to the client and that it does not breach any copyright laws.

Scope: Break of Day Design Studio agrees to provide graphic design and design consultations for Client on various matters pertaining marketing, advertising and public relations of the business as stated in The Proposal. This Contract will not take effect, and Break of Day Design Studio will have no obligation to provide said services, until Client returns a signed copy of this Contract and pays the fees called for under paragraph 6.

2. BOD Duties: Break of Day Design Studio shall provide those design services required to Client and shall take reasonable steps to keep Client informed of progress and to respond to Client's inquiries. Break of Day Design Studio services may include art direction, production, press checks, client or vendor meetings and other general business design advice. Break of Day Design Studio services will not, however, include cost of printing, paper or other make-ready supplies; these services may be added at a later date by a separate written contract signed by both parties.

3. Client's Duties: Client shall keep Break of Day Design Studio up to date on client needs, cooperate with Break of Day Design Studio, provide reasonable deadlines, abide by this Contract, pay Break of Day Design Studio bills on time and keep Break of Day Design Studio advised of changes in Client's billing address and telephone numbers.

4. Billing Fees: Client agrees to pay for design services based upon Break of Day Design Studio’s standard design billing rates in effect at the time such services are performed. Billable time shall include design, production, preparation, research, and travel and transportation time. It is expected by the parties that such rates may increase in the future. Break of Day Design Studio charges in minimum .25 units of an hour (15 minutes).

5. Statements: Client shall pay Break of Day Design Studio's statements within 10 days after each statement's date. Break of Day Design Studio shall send Client periodic statements for fees and/or costs incurred; Break of Day Design Studio anticipates these statements will be sent monthly. Client may request a statement at intervals of no less than 30 days. Upon Client's request Break of Day Design Studio will provide a statement within 10 days.

6. Advance Payment/ Retainer Amount/Hourly Fees: Fifty percent deposit is due upon approval of contract. Balance is due upon receipt of services. If you choose a retainer agreement, client shall pay fees in advance for ad/pr, marketing, and graphic design, etc… services provided by Break of Day Design Studio. The retaine r, hourly rate, and/or project rate for Client TBD by BOD and client. This retainer will be placed in an account and the design services performed OUTSIDE OF CONTRACTED WORK (such as misc. or “on-the-fly” design/pr/marketing requests) will be billed against the client's monthly payment. The retainer must be replenished when it is depleted. YOUR Break of Day Design Studio 's hourly rate TBD.

7. Discharge and Withdrawal: Client is free to consult with another design firm or the like at any time. Client may discharge Break of Day Design Studio at any time. Break of Day Design Studio may withdraw with Client's consent or for good cause. Good cause includes Client's breach of this Contract.

8. Conclusion of Services: When Break of Day Design Studio 's services conclude, all unpaid charges shall become immediately due and payable. After Break of Day Design Studio's services conclude, Break of Day Design Studio will upon Client's request, deliver Client's file to Client along with any Client's funds or property in Break of Day Design Studio's possession.

9. Disclaimer of Guarantee: Nothing in this Contract and nothing in Break of Day Design Studio's statements to Client will be construed as a promise or guarantee about the outcome of Client's design dilemmas. Break of Day Design Studio makes no such promises or guarantees. Break of Day Design Studio's comments about the outcome of Client's dilemmas are expressions of opinion only.

10. Effective Date: This Contract will take effect when Client has performed the conditions stated in the paragraph 1, but its effective date will be retroactive to the date Break of Day Design Studio first provided services. Even if this Contract does not take effect, Client will be obligated to pay Break of Day Design Studio the reasonable value of any services Break of Day Design Studio may have performed for Client.

11. Entire Agreement: This Contract constitutes the entire agreement between Client and Break of Day Design Studio, and no promises or representations, express or implied, either written or oral, not set forth herein, shall be binding upon or inure to the benefit of either party. This Contract shall not be modified by oral agreement, either express or implied, and all modifications hereto shall be in writing and signed by both parties.

12. Past Due Bills: In the event that any fee is not paid as provided above, interest at the rate of 3% per month shall accrue, until payment of such fees is made. In the event that such fees are not paid promptly, Break of Day Design Studio's fees and costs shall be recoverable by Break of Day Design Studio in connection with negotiation, settlement, or an action to enforce payment of fees pursuant to this Contract. In the event that any such fee is not paid promptly, Break of Day Design Studio reserves the right to withdraw from further representation of Client subject to any restrictions imposed by any court of competent jurisdiction of Texas.

13. Domain Names: Domain names registered on the Customer’s behalf are at no time the property of the Customer. Upon registration of a domain name the customer acquires the right to use the domain name for the period agreed but does not hold title to it. Where BOD have registered the domain name on the customer’s behalf this domain name will be registered to BOD. BOD agree to transfer this domain to the customer or his/her agent when asked to do so providing that all accounts have been settled. (NOTE: There is normally no charge for a domain name transfer.)

14. Cancellation: Should the client wish to cancel at any point during the process they shall remain liable for the work that has taken place and shall be invoiced accordingly.
15. Travel Time and Expenses: Traveling time to and from customer premises is not generally included in our estimate. BOD reserves the right to make a charge for traveling time at our normal consultancy rates

16. Quotations: The price quoted to the client is for the work agreed on the quotation only. Should the client decide that changes are required, as the site is developed, the cost of any additional work will be added to the price quoted and this will appear on the final invoice.

17.Registration Charges: All third party costs arising from the registration of a domain name shall be met by the Client and are payable to BOD before a formal application for registration is made. This is included in the standard invoice issued after approval for work to commence.

18. Copyright: BOD will retain the copyright of any material, including the source code, created for the client by BOD until payment of the final invoice. At this time it will become the property of the client.

19. Search Engine Submission: BOD are not responsible for the client’s on-going web site promotion. Should the client require the site to be promoted a separate contract must be agreed. BOD can make no guarantees about the success of any search engine promotion activity because this is controlled by the search engines.

20. Notes: Should BOD waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit BOD to waive the same clause on any other occasion. By agreeing to these terms and conditions your statutory rights are not affected.
BOD reserves the right to change or modify any of these terms or conditions at any time. Should clarification of any of the above be required please contact me.