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STANDARD TERMS + CONDITIONS :

These standard terms and conditions are in accordance with the recognized and standard practices of the graphic design profession, and provide the basis for an efficacious working relationship between BGG and the Client, and form an integral part of the agreement between BGG and the Client.

Professional Standing

  • BGG subscribes to and abides by the code of ethics and professional standards of the Society of Graphic Designers of Canada.

  • BGG reserves the right to refuse any project or part thereof connected with activities or practices which BGG may deem to be detrimental to the general public, to the environment, or to the reputation of BGG or the Society.

Use of Work

  • The work carried out and materials created during the course of this project shall not be used for any purpose other than that which is set out in the agreement as to Use and Rights without prior approval of BGG.

  • In no circumstances may work in rough form be used or published by the Client as finished work or be used as a basis for completion by others, without the prior written consent of BGG.

 

Ownership

  • Unless otherwise stated herein, all services provided and materials created in the course of this project by BGG shall be for the exclusive use and benefit of the Client, other than for the promotional use of the BGG.

  • BGG is the first owner of all work or materials created during the course of this project. Copyright and other intellectual property rights, and all drawings, mock-ups, models, artwork, specifications, computer disks, electronic files, software documents and all other tangible materials, including preliminary concepts, accepted or rejected elements, works in progress, and finished materials which have been created or furnished by BGG during the course of this project shall remain the exclusive property of BGG unless otherwise specifically assigned in writing.

  • As set out in the agreement as to Use and Rights and upon payment in full of all fees and disbursements, the Client is entitled to these specific usage rights for the purpose of reproduction of approved final designs, after which all materials shall be returned, unaltered, to BGG within 30 days of use.

  • Unless otherwise stated, BGG retains the moral rights to all work created in the course of this project.

  • All intellectual property rights and materials shall remain the property of BGG, whether assigned or not, until all the BGG’s invoices are paid in full. 

  • If the Client wishes to make additional use of the materials or ideas obtained therefrom, the Client agrees to seek permission from BGG and to make such further payments as are agreed to by both parties at that time.

  • Rejected designs shall remain the exclusive property of BGG.

  • BGG retains all rights for use of the work or materials created in the course of this project in any new media or mediums which may emerge in the future.

  • Where copyright or other intellectual property rights are acquired by the Client, BGG shall, when requested, assist in the application for design and copyright registration. The costs of such assistance and action shall be borne solely by the Client.

 

Conditions of Engagement

  • Fee quotations and proposals are subject to amendment or withdrawal by BGG at any time prior to the signing of an agreement between the Client and BGG

  • A signed agreement or other written confirmation of contract is required prior to the start of the project

  • The Client and BGG each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and BGG and enforceable in accordance with its terms.

  • This agreement represents the entire agreement between the Client and BGG, and may only be changed or modified in writing and with the approval of both parties.

  • Neither the Client nor BGG may assign or transfer their interest in this agreement without the written consent of the other.

  • This agreement shall be binding upon both parties and their heirs, successors, personal representatives, and assigns. The waiver of a breach of any of the provisions of this agreement shall not be construed as a continuing waiver of other breaches or other provisions hereof.
    Schedules or time estimates are subject to change upon notification in writing by either party.
    Unless otherwise stated, the amount of written notice to be given by either party shall be two weeks.

  • The Client agrees to provide any and all information having direct bearing on the successful outcome of the project, and to inform BGG in writing of any portion of the project which is confidential.

  • BGG agrees to treat such information as confidential.

Compensation

  • The Client shall pay BGG an advance against the total fees payable as set out in the agreement as to Fees and Terms of Payment. This advance shall be applied to services as performed from the outset of the project until such time as services performed exceed the advance amount, at which point the Client will be invoiced for services rendered to date.

  • The Client shall pay the remainder of the fees upon receipt of invoice. Thereafter interest will be charged on overdue accounts at a rate of 2% per month.

  • When a project is longer than 40 days, invoices shall be issued monthly for services rendered to date, or at set stages in the project as set out in the agreement as to Fees.

 

Rushed or Prolonged Work

  • Any work required in advance of an agreed schedule or timetable, any shortening of the contract period, or additional fees and expenses incurred during a project due to Client delays or extensions shall be charged and paid for at an additional rate agreed to in advance, or, failing agreement, at a reasonable rate to be determined at the discretion of BGG.

  • Any new and/or expedited work requests will be reviewed by BGG and taken on upon their approval. BGG's expedited working rate is chargeable at 1.5x/per hour

  • Normally turnover cannot be day of. BGG requires at least 3 business days to be made aware of new deadlines and asks as our schedules are made according to all of our deadlines. It is at this point BGG will determine if we have the bandwidth to take on your project and/or commit to your new deadlines/asks. The same applies to all day of/last minute revisions. All relevant files/content/copy must also be given at this time as well. BGG's expedited working rate is chargeable at 1.5x/per hour.

    • This is noted from the get-go via BGG's collaboration and design decks​

Materials Provided by the Client

  • The Client shall provide accurate and complete information and materials to BGG, and guarantees and warrants that all materials are owned by the Client or that the Client has all necessary rights, including copyright and waiver of moral rights in such materials, to permit BGG to use them for the project.

  • All copy, photographs, artwork and other source materials submitted by the Client shall be of professional quality and in a form suitable for reproduction without further preparation or alteration. An additional charge may be made when materials are submitted by the Client in such a form which prevents them from being readily utilized.

  • Copy provided by the Client on disk or as electronic files shall be readily usable. If the Client has specific requirements for how electronic files are to be prepared, the Client shall inform BGG of same at the outset of the project.

  • BGG shall return all materials provided by the Client within 15 days after project completion and payment of all invoices.

 

Client Approval

  • The Client shall appoint a sole representative with full authority to provide necessary information required by BGG  and to provide reasonable approvals.

  • The Client shall proofread and approve all elements of final designs. Approval must be provided before production can continue. Corrections, if required, shall be identified on proofs, artwork, facsimiles, or drawings and are to be returned to the BGG marked “O.K.” or “O.K. with correction,” with the name or initials of the individual duly authorized to pass on same. If a copy of the revisions is required, a request must be made when the above mentioned articles are returned to BGG.

 

Revisions

  • Any revisions, additions, or alterations to the project modifying the terms of the agreement as the Services to be performed and not included in any fee specified, shall be billed as additional services. Such additional services shall include, but shall not be limited to, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation of artwork.

  • BGG shall keep the Client informed of additional services that are required, and shall request the Client’s approval for any additional services which cause the total fees to exceed the fixed or estimated fees set forth in this agreement.

  • Please reference section "rushed or prolonged work" for further details. 

 

Storage

  • BGG shall retain and store all final electronic files, finished artwork, drawings, and specifications for which specific reproduction rights have been granted, for a minimum period of 6 months after completion of the project. Upon expiration of this period, all such materials may be destroyed by BGG, upon reasonable notification to the Client. BGG is not responsible for information or materials lost or destroyed due to disk failure or other unforeseeable hazards.

  • The Client shall have reasonable access to all stored materials for the purpose of review, and shall pay BGG a reasonable fee for de-archiving or retrieving materials, should expenses be incurred.

 

Modifications

  • No modifications or alterations to any designs or other work created by BGG shall be made without written consent of BGG. In the event that reprints are required, these shall not differ in any way from the originals supplied without the written consent of BGG. Any modifications or alterations shall be carried out by or under the supervision of BGG and shall be paid at a rate agreed to by both parties in advance.

 

Design Credits

  • BGG shall be entitled to claim authorship of a design, and a published or manufactured work shall bear a credit to BGG at the discretion of BGG. BGG’s consent in writing shall be obtained before the BGG’s name is reproduced in any finished product or otherwise published by the Client.

  • The Client is responsible for properly crediting BGG in any and all published work

  • Click here for further details.

 

Samples & Copies

  • The Client shall provide BGG with a reasonable number of samples, specimens, or photographs of each printed or manufactured design. These samples shall represent the highest quality of work produced.

  • BGG shall have the right to use samples and make copies for publication, exhibition or other promotional purposes.

 

Warranty

  • BGG warrants that the work provided to the Client by BGG is original. BGG agrees to indemnify the Client in the event of any claim based on the breach of this warranty.

 

Liability

  • BGG is not responsible for errors or omissions in any work produced as per the Client’s “O.K.”. No financial responsibility is assumed by BGG for errors or damages resulting from such errors.

  • The Client will indemnify, defend, and save harmless BGG against any claim, damages and expense, actions or causes of action arising from or prompted by the use of any material supplied to BGG by the Client or its agents.

  • All property belonging to the Client or its agents which is handled and stored by BGG shall be done so at the Client’s own risk.

  • BGG is not responsible for delays in delivery caused by acts of God, strikes, fires, floods or any other similar circumstances beyond the BGG’s control.

 

Arbitration

  • Either party may request that any dispute arising out of this agreement may be submitted to binding arbitration before a mutually agreed upon arbitrator. The arbitrator’s decision or award shall be final.

 

Termination

  • This agreement shall be terminated if either the Client or BGG commits a breach and fails to remedy the breach within 14 days of receiving written notification from the other party specifying the breach and requiring its remedy.

  • On termination or postponement of this project, or any part of it, for any reason, the Client shall pay BGG for the work completed to date, together with all expenses incurred.

  • Any advance of fees will be credited against the amount due.

  • In the event of termination, BGG shall retain the copyright even if the fees agreed to in advance have included the assignment of the copyright.

 

Applicable Law

  • This agreement and all terms and conditions shall be governed and construed in accordance with the laws of Canada and the laws of the province of the BGG's principal place of business.

Policies and Compliance Requirements

  • The Client acknowledges and agrees that it is their sole responsibility to create and maintain all necessary policies, including, but not limited to, terms and conditions, privacy policies, and disclaimers.

  • These documents should be prominently displayed and easily accessible to users in all relevant contexts, including but not limited to websites and e-commerce platforms, mobile applications (apps), online services and platforms, email marketing campaigns, software and software as a service (SaaS), online communities and forums, and subscription services.

  • The Client understands that failure to implement adequate policies may result in legal liabilities and risks for both the business and its users. Therefore, it is imperative for the Client to consult legal counsel to ensure that all necessary policies are in place and compliant with relevant laws and regulations.

 

Terms of Payment

  • An advance of 30 - 50% of the total payable is required at project commencement.

  • The balance of fees are due upon receipt of invoice issued for services rendered to date, and upon completion of the project.

  • Once payment is received in full, the Client will receive the final file(s).

Royalties

  • In consideration for the design services provided by BGG and upon mutual agreement, the Client agrees to pay royalties to BGG based on the sale of each copy of the book or project designed by BGG.

  • The following terms shall govern the royalty arrangement. Click here for details.

Implementation

  • BGG's services do not include implementation or third party contracts for services such as printing, packaging production, or sign fabrication.

BGG x Client
Working Agreement

We look forward to working together!

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