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 Good Lookin Kids Inc. to the client identified in the attached contract or invoice (“Client”) is governed by the following terms and conditions. Unlike otherwise agreed in writing, Good Lookin Kids Inc. expressly rejects any additional or different terms or conditions proposed by Client.
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 Good Lookin Kids Inc. 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.
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. Good Lookin Kids Inc. reserves the right to withhold delivery of all electronic and/or printed materials until the undisputed portion(s) of overdue invoices are paid. Final payment is due within 30 days of receipt.
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 Good Lookin Kids Inc. 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 Good Lookin Kids Inc. additional fees and costs for said revisions or alterations at a rate of $85.00 per hour. Hourly rates quoted in proposals will remain in effect until further written notice is given. If Good Lookin Kids Inc. 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, Good Lookin Kids Inc. may, in its discretion, revise the production schedule as necessary and provide for adjustments in the costs for the Project.
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. Good Lookin Kids Inc. overtime incurred at the Client’s request will be billed at a rate of 25% of proposed project. 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, Good Lookin Kids Inc. 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.
Good Lookin Kids Inc. holds working files of completed work for up to and not exceeding 60 days after completed work is provided to client. It is the responsibility of the client to ensure all final products supplied by Good Lookin Kids Inc. are stored and backed up locally on client side. Website backups are stored for up to and not exceeding 60 days after launch (taken publicly live on client side servers). Unless a retainer is negotiated, all future updates / maintenance will be charged on a per project basis with a minimum of 3 hours per update. Good Lookin Kids Inc. does not offer any warranties or guarantees on supplied products which surpass the 60 day holding grace period.
The rights to be granted by Good Lookin Kids Inc. under this Agreement will be transferred to Client once full payment for services is made by Client to Good Lookin Kids Inc.. 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 Good Lookin Kids Inc. or its contractors or vendors, as applicable. This includes, but is not limited to, layouts, animations and designs created by Good Lookin Kids Inc. or its contractors or vendors, computer disks containing such layouts, photography or illustration created by independent photographers or illustrators commissioned by Good Lookin Kids Inc., and photography or other images purchased by Good Lookin Kids Inc. from a stock agency on the Client’s behalf. Good Lookin Kids Inc. reserves the right to reproduce any and all designs created by Good Lookin Kids Inc. in print and electronic media for Good Lookin Kids Inc.’s promotional purposes for an unlimited period of time. Good Lookin Kids Inc. has the right to retain, or if applicable, Client agrees to provide Good Lookin Kids Inc. with, 25 printed samples of each tangible product produced as a result of the Project. In developing any brandmarks, Good Lookin Kids Inc. will use reasonable commercial efforts, consistent with standards in the industry, to ensure that any such brandmarks are original. Good Lookin Kids Inc.’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.
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 Good Lookin Kids Inc. of any errors within 48 hours of Client’s determination. Failure to promptly notify Good Lookin Kids Inc. shall constitute a waiver by Client of any claim arising out of such errors.
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) Good Lookin Kids Inc. for all work performed by Good Lookin Kids Inc. 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 Good Lookin Kids Inc. if the Agreement were to have been fully performed.