TERMS & CONDITIONS

RIGHTS GRANTED
Designer Creative Content:  For the purposes of this Agreement, “Designer Creative Content” shall mean all creative content developed by TRONTZ Integrated Marketing & Design, (hereby known as Trontz), or commissioned by Trontz exclusively for the Project, and incorporated in the Deliverables, including without limitation all visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments, custom content and copywriting, and all modifications to Client content developed by Trontz.

The rights to be granted by Trontz under this Agreement will be transferred to Client once full payment for services is made by Client to Trontz. 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 Trontz. This includes, but is not limited to, layouts, content and designs created by Trontz, photography or illustration created by Trontz, and photography or other images purchased by Trontz from a stock agency on the Client’s behalf. Trontz reserves the right to reproduce any and all designs created by Trontz in print and electronic media for Trontz’s promotional purposes for an unlimited period of time. Trontz has the right to retain, or if applicable, Client agrees to provide Trontz with, 10 printed samples of each tangible product produced as a result of the Project. In developing any brandmarks, Trontz will use reasonable commercial efforts, consistent with standards in the industry, to ensure that any such brandmarks are original. Trontz’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.

As defined and used herein and throughout this Agreement, Designer Creative Content specifically excludes all Designer Tools (defined below). Third Party Materials: Third party materials which are incorporated into the Deliverables, including without limitation standardized application tools, web authoring tools and other software, and stock photography (collectively, “Third Party Materials”) shall be owned by the respective third parties.

Designer Tools: All design tools developed and utilized by Trontz in performing the Services, including without limitation pre-existing and newly developed web authoring tools, application tools and other software, and general non-copyrightable concepts such as website architecture, layout, navigational and functional elements (collectively, “Designer Tools”), shall be owned solely by Trontz. Trontz hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or Internet service providers), perpetual, worldwide license to use, display, and modify the Designer Tools solely in connection with the Client’s website.

Any grant of rights is conditional upon receipt of full payment. Upon receipt of full payment, Trontz shall deliver digital files necessary to enable Client’s usage rights granted herein. Designer retains the rights to display all work created by Trontz for this project, including preliminary designs and final Deliverables, in Trontz’s portfolios, including in print and online, and to submit such work to design periodicals and competitions, provided that no confidential information is revealed thereby.

TERMS
1. Time for Payment: We pride ourselves in working closely with you to ensure your projects are successful. We work with clients in various capacities such as project to project, as the off-site marketing and design department and on retainer as consultants. Each situation has its own merits. We do require a retainer fee of 50% before proceeding with all new clients.Milestone payments will be due as agreed upon in the estimates. Clients interested in a monthly retainer relationship will be asked to provided a non-refundable on month fees deposit before any work is carried out. This deposit is like a rent deposit. It is kept securely and will be offset against the Client’s last invoice(s) when the work detailed in an estimate or order has been completed. Also, if the Client does not pay a monthly invoice when it is due Trontz shall use the deposit to pay the invoice and will not do any further work until the deposit is replaced.

The Client shall pay each invoice submitted by Trontz within 10 Business Days of the date of the invoice and in cleared funds. After 30 days past due, a 5% monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment.

2. Default in Payment: The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

3. Estimates: The price stated in the estimate shall be based on a qualified estimated number of hours and potential fees required to provide the services. This is an estimate only and services shall be invoiced in accordance with the actual number of hours spent in accordance with the price set out in the estimate. In the event that the price is not so stipulated, the Client shall be charged at the hourly rate specified in the Trontz’s current price list.

Once an estimate has been accepted, it becomes an order. Trontz shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an order. Whilst every effort is made to ensure that costing estimates are accurate, Trontz reserves the right to amend any estimate, should an error or omission have been made. Estimates are valid for 30 days.

4. Schedules and Delivery Deadlines: Production schedules will be established and adhered to by both CLIENT and TRONTZ. Work will usually commence within ten working days upon receipt of retainer payment. Any anticipated completion date provided by Trontz is subject to client co-operation in provision of information, resource (logos, images etc) and approvals. Trontz will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements may potentially result in delays. Timelines provided are estimated. Trontz will not be held liable if the project over-runs due to delays caused by the client passing information or approval, or any third party issues or force majeure (act of God).

5. Delivery of Client Materials: The Client shall provide all necessary materials and technical information to Trontz within 10 business days of accepting an estimate. The Client shall have sole responsibility for ensuring the accuracy of all information provided to Trontz.  It is the sole responsibility of the Client to ensure that they have the Intellectual Property Rights for any materials they provide to Trontz for incorporation into the order including but not limited to text and images.

In the event that the Client fails to undertake those acts or provide the necessary materials required by Trontz to execute the order, Trontz shall be entitled to suspend service and/or invoice for services rendered.

6. Hours of Operation: Regular business hours for Trontz are Monday to Friday, 9AM to 5PM. Any contact by the Client outside of regular business hours will be responded to by the next official business day. All emails, feedback or requests by the Client will be responded to within a 24-48 hour time span.

7. Rush Requests: While we always try to accommodate our clients schedules and requests, any meetings, phone calls or work requested outside of the normal hours of operation may incur a 50% charge above the normal rate of billing.

8. Project Milestone Payments: The Client agrees to pay Trontz milestone payments for any work or combination of works commissioned at or over $300.00. Trontz will send periodic invoices to the client and payment is due upon receipt of the invoice unless otherwise documented in writing. The schedule of these  periodic invoices is dependent upon the pre-determined Project Milestones set forth in the proposal. These Milestones were determined by Trontz to represent significant junctions in during the creative process. They ensure that the agreed upon scope of this project is progressing in a satisfactory manner to all parties. Production will be temporarily stopped if milestone payments are delayed, thus delaying overall delivery deadlines.

9. Uncompleted or Delayed Projects: Trontz reserves the right to invoice for any disbursements for part works carried out, including third party costs incurred on a project, should the project be unable to be completed for any reason or has been delayed or put on hold by the Client for a period of 30 days or more. Trontz will, in good faith, hold any supplied files, originals and materials for a period of 12 months following a project being put on hold. Resumption of work on the project would be completed according to the original cost contract so long as the project specification remained unaltered, however, a new production schedule will be issued based on studio availability. A restart fee of $150.00 may be charged on projects held for 90 days or longer.

10. Approvals: At the end of each stage of the process (including – but not limited to – before sending an item to print or publishing a website etc) the client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until Trontz is in receipt of written approval confirmation. Any amends to work after signed approved may incur additional charges for further time spent, although the client would be made aware of this in advance. Work delivered to the client will be considered accepted unless the client notifies Trontz to the contrary within 10 days business days.

11. Changes: The Client shall be responsible for making additional payments for changes requested by the Client beyond the original assignment. Where there is a change of brief, TRONTZ will inform the Client in advance of any extra costs likely to be incurred.

12. Expenses: Unless additional arrangements made in writing, any printing, fulfillment, mailing or third-party services that are provided by Trontz will require an up-front payment of 100% of the agreed costs. Please note that Trontz will be unable to proceed to this stage without receipt of or proof of this payment.

13. Cancellation: In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by Trontz, and a cancellation fee for work completed, based on the contract price and expenses already incurred, shall be paid by the Client. If a deposit has been provided, the deposit will be returned, minus cancellation fees within 45 days from date of cancellation.

14. Ownership and Return of Artwork if Project Canceled: Trontz retains ownership of all originals and copies of the artwork, whether preliminary or final, and the Client shall return such artwork, including digital media, and shall permanently delete all digital copies thereof, within 30 days.

15. Credit Lines: Trontz and any other creators shall receive a credit line with any editorial usage.

16. Releases: The Client shall indemnify Trontz against all claims and expenses, including reasonable attorney’s fees, due to uses for which no release was requested in writing or for uses that exceed authority granted by a release.

17. Modifications: Modification of the Agreement must be written, except that the invoice may include, and the Client shall pay, fees or expenses that were verbally authorized in order to progress promptly with the work.

18. Alterations: Any electronic alteration of written work or graphic design comprising Trontz’s work products (color shift, mirroring, flopping, combination cut and paste, addition and deletion) is prohibited without the express permission of Trontz. Trontz will be given first opportunity to make any alterations required.

19. Third Party Licenses: Trontz shall inform Client of all Third Party Materials that Client may need to license at Client’s own expense, and unless otherwise arranged by Client, Trontz shall obtain a license for Client to use the Third Party Materials. Client shall be responsible for executing and paying for such licenses.

20. Testing and Acceptance Procedures: Trontz will make every good-faith effort to test all Deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the Deliverables to the Client. Upon receipt of the Deliverables, the Client shall either accept the Deliverable and make the milestone payment set forth herein or provide the Trontz with written notice of any corrections to be made and a suggested date for completion, which should be mutually acceptable to both the Trontz and the Client.

21. Website Maintenance: Trontz agrees to provide the Client with reasonable technical support and assistance to for the Web site for the Warranty Period of 60 days from final approval at no cost to the Client. Such assistance shall not exceed 10 hours per calendar month. After the expiration of the Warranty Period, Trontz agrees to provide the Client with reasonable technical support and assistance to maintain and update the Web site on the Internet for the annual fee of $250.00 for a period of 1 year after the last day of the Warranty Period payable 30 days prior to the commencement date of each year of the Maintenance Period. Such maintenance shall include correcting any errors or any failure of the Web site to conform to the specifications. Maintenance shall not include the development of enhancements to the originally contracted project.

Trontz makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Google Chrome, etc.). Client agrees that Trontz cannot guarantee correct functionality with all browser software across different operating systems. Trontz cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, Trontz will happily quote for any work involved in changing the website design or website code for it to work with updated browser software.

Trontz shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. Trontz shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance Trontz’s current price list.

22. Nutrition Facts and Marketing Claims: THE INFORMATION WE PROVIDED IS ALWAYS TRUE AND ACCURATE TO THE BEST OF OUR KNOWLEDGE. This information is not to be taken as a representation for which we assume legal responsibility since there are circumstances beyond OUR control. The accuracy of the data supplied to Trontz for creating a NF panel and marketing claims is solely the responsibility of the client.The accuracy of Clients formulas, recipes, measures & weights of ingredients, production yields, the additional data pertaining to the other ingredients such as nutrition information for specific claims used by Client, and any other information supplied to Trontz is the responsibility of the Client. Trontz’s sole liability arising out of, or in connection with, the service provided herein, shall not exceed the invoice of said services. Trontz is not a law firm and does not give legal advice.

23. Code of Fair Practice: The Client and Trontz agree to comply with the Code of Fair Practice (Chapter 1, Professional Relationships-Ethical Standards).

24. Indemnification. By Client: Client agrees to indemnify, save, and hold harmless Trontz from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party which is inconsistent with Client’s representations made herein, except to the extent such damages, liabilities, costs, losses, or expenses arise directly as a result of gross negligence or willful misconduct of Trontz; provided that (i) Trontz promptly notifies Client in writing of the claim; (ii) Client has sole control of the defense and all related settlement negotiations; and (iii) Trontz provides Client with the assistance, information, and authority necessary to perform Client’s obligations under this section.  Client will reimburse the reasonable out-of-pocket expenses incurred by Trontz in providing such assistance. By Trontz: Subject to the limitations on warranties and liability provided herein, Trontz agrees to indemnify, save, and hold harmless Client from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party which is inconsistent with Trontz’s representations made herein, except to the extent such damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or willful misconduct of Client; provided that (i) Client promptly notifies Trontz in writing of the claim; (ii) Trontz has sole control of the defense and all related settlement negotiations; and (iii) Client provides Trontz with the assistance, information, and authority necessary to perform Trontz’s obligations under this section. Trontz will reimburse the reasonable out-of-pocket expenses incurred by Client in providing such assistance. Notwithstanding the foregoing, Trontz shall have no obligation to defend or indemnify Client for any infringement claim of any kind to the extent such claim is based on unauthorized modification of the Deliverables, arises from Client’s failure to use updated or modified Deliverables provided by Trontz, or arises from Trontz’s inclusion or use of Client Content.

25. Warranty of Originality: Trontz warrants and represents that, to the best of his/her knowledge, the final work products delivered hereunder are original and has not been previously published, or that consent to use has been obtained consistent with the rights granted to Client herein; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained consistent with the rights granted to Client herein; that Trontz has full authority to make this agreement; and that the final work products prepared by Trontz do not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of Trontz’s work products that may infringe on the rights of others. Client expressly agrees that it will hold Trontz harmless for all liability caused by the Client’s use of Trontz’s work products to the extent such use infringes on the rights of others.

26. Limitation of Liability: Client agrees that it shall not hold Trontz or his/her agents or employees liable for any incidental or consequential damages that arise from Trontz’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Trontz or a third party. Furthermore, Trontz disclaims all implied warranties, including the warranty of merchantability and fitness for a particular purpose. Client shall be responsible for all compliance with laws or government rules or regulations applicable to Client’s final product(s). To the extent the final work products include any word, symbols, logos or other content used to designate Client as the source of goods or services (“Trademarks”), Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save, and hold harmless Trontz from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks. The maximum liability of Trontz to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, shall be limited to an amount equal to the total fees paid by Client to Trontz hereunder. In no event shall Trontz be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to the Services, even if Trontz has been advised of the possibility of such damages.

27. Dispute Resolution: Any disputes in excess of $1,000 arising out of this Agreement shall be submitted to mediation. If mediation is not successful in resolving the dispute, the parties may by mutual consent submit the dispute to binding arbitration. The arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of Trontz.

Trontz reserves the right to change or modify the terms and conditions at any time. Such changes, modifications, additions, or deletions to the terms and conditions of use shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to, email, mail and posting new terms and conditions on www.trontz.com/terms-conditions.