terms & conditions
As a material condition to doing business with GRAPHIQUE CREATIVE. (“Graphique”), you hereby agree to the terms and conditions stated below:
1) Acceptance of Proposal
By affixing their signature below, the entity through its representative, or where applicable, the individual (the “Client”) does enter into a contract with Graphique Communications Design, Inc. an Arizona Corporation (“Graphique”), and does hereby accept these terms and conditions as well as any other terms and conditions set forth in the attached proposal for services (the “Proposal”), (collectively the Terms and Conditions and the Proposal are the “Agreement”). The contract will not be binding on Graphique until accepted by Graphique by the affixing of their signature below. This Agreement represents the entire understanding of the parties and supersedes any verbal commitment or other form of communication that has occurred in regards to the proposal. Graphique is not bound to any Agreement, written or oral, promises, and/or warranties by our employees or contractors unless specified in this proposal.
The prices indicated on the proposal are valid for thirty (30) days from the date indicated on the Proposal, unless Client is otherwise notified by Graphique. The prices, unless specifically described, do not cover modification, change, alterations, or storage of a product, and the Client hereby understands that Graphique may charge additional fees for these services. The charges incurred pursuant to a modification which is not included in the proposal will be charged based on the current market price by Graphique and/or its subcontractors. All prices listed in the proposal are based on U.S. Dollars.
3) Work In Progress
Work in progress can only be modified, changed, cancelled or altered by written Client authorization (the “Changes”), and such Changes must be accepted by Graphique. Performance by Graphique based on such Changes will be considered an acceptance of those changes for which Graphique has performed and the Client will be responsible for such charges. These include shipment schedules as well. Client will be responsible for any work which has been started, whether completed or not, to the extent of such work. The payment for any such partially completed work shall include the full purchase price of the item and/or any material, labor or other charges incurred by Graphique at the time of cancellation including work performed by Graphique. Labor performed by Graphique will be charged at the then regular hourly rate for such service as then charged by Graphique.
4) Over and Under Runs
All promotional products and printed materials are subject to a ten percent (10%) over and under run policy. The Client will be charged for the products actually delivered based on the per unit price contained in the Proposal, the total units may exceed or be less than the ordered units contained in the Proposal by up to ten percent (10%).
Unless otherwise agreed, in writing, full payment is due at the time of signing. In all events, any outstanding unpaid balances are required to be paid no later than the completion of the work contained in the Proposal plus any additions or modifications, or if the Proposal has several stages, then the completion of each stage. Maintenance, service costs, and all deposits are non-refundable. Any payment received after thirty (30) days from the date of the invoice is subject to a two percent (2%) per month late payment charge. Graphique reserves the right to retain possession of any finished goods until payment is received. All payments are to be made in U.S. Dollars unless indicated otherwise. Unless otherwise agreed to in writing by the parties, acceptable methods of payment are checks, bankers drafts, money orders, debit cards, MasterCard and Visa. While any payment due under the Proposal remains unpaid, Graphique shall be entitled, in its sole and absolute discretion, to withhold delivery of any goods or services it would otherwise be obliged to provide under the Agreement.
6) Credit Card Authorization
Client hereby authorizes Graphique or its affiliated company, G2 Promotional Gear, to charge any fees incurred by client in association with any product or services provided by Graphique, G2 or any of its affiliates to client, whether pursuant to a written contract or not, to the credit card number provided either on a credit card authorization form or through an online payment system. Such authorization shall be in effect and valid until client specifically revokes such authorization through written notification to Graphique.
Unless the Proposal provides differently, the shipment methods and dates will be based upon written Agreement by the Client and Graphique. In the event of a natural or man made disaster, which results in the completion of one or more of the items contained in the Proposal becoming significantly more expensive or substantially more difficult to perform for a period of time, then Graphique, in its sole and absolute discretion, may either delay performance under the Proposal until it is either, it is no longer significantly more expensive to perform, and/or is no longer substantially more difficult to perform. Whether the natural or manmade disaster causes there to a significant increase in cost, makes it substantially more difficult to perform is in Graphique’s sole and absolute discretion and may include any governmental action and/or transportation problems (strikes). All deliverable goods are F.O.B. and will be delivered on an F.O.B. basis. Once goods are given to a third party delivery service and/or the United States Postal Service the liability to Graphique is terminated.
Service proposals do not include any taxes or governmental fees. Client shall be responsible for payment to Graphique for all taxes. Payment of taxes to Graphique will be on the same terms and conditions as in Section 5 above. Tax-exempt Clients must provide a copy of their tax exempt certificate which will be kept on file with Graphique. Professional photography, although a service, does require taxes collected.
9) Copy Change for Print
Unless otherwise specified in the Proposal, typesetting charges are based on an initial creation of the typeset plus one change whether significant or not. Any additional changes beyond the first may incur an additional cost.
Original website content specifically requested by the Client and designed under work for hire shall be the intellectual property of the Client once final payment under this Agreement and any additional charges incurred have been paid. Unless otherwise agreed in writing, it is the Client’s responsibility to obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Graphique permission and rights for use of the same and agrees to indemnify and hold harmless Graphique from any and all claims resulting from the Client’s representation or inability to obtain proper copyright permissions. A contract for Web site design and/or placement shall be considered as a representation by the Client and guarantee by the Client to Graphique that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested by Graphique, and must be provided. Failure to provide such evidence will be considered a material breach of the Agreement. Rights to clipart, photos, graphics, source code, work-up files and computer programs that are not specifically requested and designed under work for hire are not transferred to the client, and remain the property of their respective owners. Graphique and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.
11) Standard Media Delivery
Unless otherwise specified in the Proposal, this Agreement assumes that any text will be provided by the Client in electronic format (ASCII text files delivered on disk, via e-mail or FTP) and that all photographs and other graphics will be provided physically in high-quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although reasonable attempt shall be made by Graphique to return to the Client any images or printed material provided for use in creation of the Client’s Web site, such return cannot be guaranteed, and Client specifically indemnifies Graphique or its employees from any liability associated with any damage or loss of such material.
12) Design Credit
A link to Graphique will appear in either small type or by a small graphic at the bottom of the Client’s Web site. If a graphic is used, it is Graphique’s intention that such graphic will be designed to fit in with the overall site design.
13) Access Requirements
If the Client’s Web site is to be installed on a third-party server, Graphique must be granted temporary read/write access to the Client’s storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server. Graphique is not responsible for any damage which may occur through the routine use of such third-party servers, including any damage to such servers.
14) Post-Placement Alterations
Graphique cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once they are installed. Such alterations include, but are not limited to additions, modifications or deletions. Client will hold harmless and defend, and indemnify Graphique from any damages to any computers or other devices cause by viruses, hackers, or other computer related problems which may effect any computer, whether the Clients or other entities or individuals.
15) Domain Names
Graphique may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the sole responsibility of the Client unless otherwise specifically agreed in writing. The loss, cancellation or negative effect on the domain caused by any action or inaction of the Client, its agents or assigns, is not the responsibility of Graphique, and Graphique will not be held liable for any damages so caused. The Client should keep a record of the due dates for payment to ensure timely payment.
16) Web Site Maintenance
Unless otherwise specified in the Proposal or other agreement, Graphic will provide no maintenance for any website or other electronic media.
Upon receiving an invoice, if there are any discrepancies, Client has thirty (30) days to send a written statement detailing the disputed charges to Graphique. Disputes not in writing are deemed waived by the Client. Graphique provides not warranty that any products or services provided by Graphique are fit for a specific application, and Graphique provide no warranty of merchantability.
18) Trade Practices
Issues not addressed in the terms and conditions on this proposal are governed by the Printing Trade Customs as published by the Printing Industry of America, Inc. This Agreement will be interpreted and governed by the laws of the State of Arizona.
19) Choice of Law and Arbitration
The Parties agree and consent that the Superior Court of the State of Arizona for the County of Maricopa shall have the exclusive jurisdiction with respect to any dispute arising out of this Agreement The Proposal is governed by the laws of the state of Arizona. If the parties are unable to resolve any dispute arising out of this Agreement, or the Proposal, either during or after its term informally, including the question as to whether any particular matter is arbitrable, the parties agree to submit the matter to binding arbitration. In the event the parties have not agreed upon an arbitrator within twenty (20) days after either party has demanded arbitration, either party may file a demand for arbitration with the Phoenix regional office of the American Arbitration Association (“AAA”) and a single arbitrator shall be appointed in accordance with the then existing Commercial Arbitration Rules of the AAA. If a legal action is brought, whether through arbitration or not, the victorious party will be entitled to reasonable attorney fees incurred plus costs.
Client hereby indemnifies and holds harmless, Graphique, its principals, employees, agents, affiliates and assigns from any and all liability for loss or damage caused by, but not limited to, any inaccuracy, omission, delay or errors contained in any material or product provided by Graphique. Client also hereby indemnifies and holds harmless, Graphique, its principals, employees, agents, affiliates and assigns any Acts of God or any other circumstances beyond Graphique’s control. These indemnifications shall include an indemnification from all damages including but not limited to any lost profits, lost savings or any other incidental, consequential or special damages arising out of the operation of, or inability to operate, the web design project, failure of any service provider or any telecommunications carrier of the Internet backbone, of any Internet servers, your or site visitor’s computer or Internet software, even if Graphique has been advised of the possibility of such damages, and such damages occur as a result of negligence or other cause in the production of any web site, or all and any liability for loss or damage to clients’ artwork/photos supplied for the site.
21) Electronic Commerce Laws
The client agrees that it is solely responsible for complying with such laws, taxes and tariffs, and will indemnify, hold harmless, protect, and defend Graphique and its subcontractors from any such claims, suits, penalties, taxes or tariffs arising from the client’s exercise of Internet electronic commerce.
Termination of services by the Client must be requested in a written notice and will be effective upon receipt of such notice. Email or telephone requests for termination of services will not be honored until and unless confirmed in writing. The Client will be invoiced for all work completed through the date of first notice of cancellation and full and complete payment will be required within thirty (30) days of the date of the invoice.
These Terms and Conditions supersede all previous representations, understandings or Agreements of the parties. In addition to the Client’s signature below, payment of an advance fee will also constitutes Client’s acceptance of the Agreement, including an payment via phone, or the internet.
24) The Development Process and Delays
Any delays, during the development process, caused by the Client will result in a 2 business-day contractual agreement extension per incident. Extension incidents include the following:
- Failure to return phone calls on requested development information within 1 business day.
- Failure to reply to emails on requested development information within 1 business day.
- Client Uncertainty – defined as Client supplying multiple or a non-finalized solution to the supplied question(s) posed by Graphique.
- Changes made by the Client post verbal or written approval of work to be completed by Graphique.
- Simple replies, responding without sufficient details for solving the question(s) posed by Graphique, to the requested information does not constitute a valid reply. Any questions to the validity are solely determined by Graphique.