The Fine Print
A Few Words About Estimates
All work performed by WinSome, Inc. is custom work. Fee estimates for design services are based upon the time estimated to complete Phase I of the project specified on the estimate, during normal working hours. Any revisions or additions to the project beyond this Phase I estimate are billed as additional services at our quoted hourly rate. Overtime fees are charged at 200%. (“Normal” working hours are 8am-5pm, Monday through Friday.)
It is important to understand that estimates are NOT quotations. Our services are billed by the hour. We make every effort to stay within an established budget, although we rarely know exactly how long a project will take. Unless otherwise indicated in writing, our estimates DO NOT include revisions. Changes or additions to the scope of work will nearly always exceed the estimate. While we appreciate the need for spending limits, we do not work best while watching the clock. It is our deepest desire to design pieces that work well for you and that we are proud of. Please share any specific concerns you have about timelines, “must-haves” and budget, in advance of beginning the project.
Yes, You Have to Pay Us
We pride ourselves in working closely with you to ensure your projects are successful. We require a retainer fee of 30-50% before proceeding with a project, invoiced monthly, with the balance due at completion of the project. Overdue payments are subject to late fees. For your convenience, we accept checks, Visa, Mastercard and American Express.
Original Artwork Files
Original artwork files (Photoshop, Freehand, Illustrator, InDesign, Fireworks, Dreamweaver, etc.) belong to WinSome, Inc. Working out creative solutions, then laboriously preparing finished press-ready artwork or functioning websites is challenging, detailed, and complex work. It involves many proprietary tricks of the trade and a combination of talents, training, and experience. Because we are a service business, these procedures are our company’s competitive edge, integral to every job. To allow others to manipulate them, minimizes our value, what we are selling, and the success on which our business has been built. We do not give our files to clients.
Terms & Conditions
- Project. All work performed by WinSome, Inc. (“Designer”) is custom work performed under standards and specifications stated in the Proposal. Unless otherwise stated, the fee quoted in the Proposal includes final art for production. The fee stated for graphic design and original work is based upon the time estimated to complete the services specified during normal working hours. THE FEE ESTIMATE IN THE PROPOSAL IS NOT A PRICE QUOTE. DESIGNER DOES NOT PROVIDE FIXED-COST QUOTATIONS.
Any revisions or additions to the services described herein shall be billed as additional services at the quoted hourly rate in addition to the fee estimate. Customer shall be responsible for all out-of-pocket expenses with respect to any changes in specifications or scope of work. There shall be a surcharge of fifty percent (50%) for any services requiring work to be performed outside of normal working hours by reason of any changes in specifications, scope of work or deadlines. Holiday and weekend work shall be charged a surcharge of one hundred percent (100%) for any services required by the client.
- Delivery Date. Unless otherwise specified, the anticipated delivery date for the project is set forth in the proposal. Customer understands that Designer does not guarantee delivery on or before any particular date. Customer also understands that delivery dates are subject to a number of factors including timely delivery of materials by Customer, press availability and project scheduling.
- Payment. Payment is due upon receipt of finished work or upon receipt of invoice. All projects exceeding thirty (30) days will be billed on a monthly basis beginning thirty (30) days after the start of the project. Accounts thirty (30) days past due may result in the project being placed on hold until the account is current. All amounts invoiced shall bear interest at the rate of eighteen percent (18%) per annum (1.5% per month), commencing on the thirty-first (31st) day after the invoice date. Unpaid balances after forty-five (45) days are subject to a $25.00 re-billing fee. Returned checks are subject to a $25.00 returned check fee. All payments made by credit card are subject to a four percent (4%) surcharge.
In the event that Designer must collect any unpaid or outstanding payment due, Customer shall be liable to Designer for all such collection costs, including reasonable attorney fees.
- Ownership. All materials provided to Designer by Customer for the creation of the final work shall be considered Customer property and will be returned to Customer upon receipt of full payment for any and all fees and costs due to Designer. However, the ownership and rights in and attendant to original work, including, but not limited to, the final work, preliminary sketches, elements, drafts, designs, layouts, and other preliminary materials created by Designer shall remain with Designer. Customer shall have only the right to use said work as stated herein. Customer shall not be entitled to any digital files. However, Designer may, at Designer’s sole discretion, provide Customer with unmodifiable digital files for logos.
- Grant of Rights. Upon receipt of full payment, Designer grants to Customer the right to reproduce and use the work delivered hereunder in connection with Customer’s business in Customer’s present territory without restriction as to time. Customer shall not have the right to sell any final work, nor shall Customer have the right to modify any final work, without the written permission of Designer.
Customer’s right to such usage of the work as a whole shall be exclusive, except that Designer retains for itself, its successors and assigns, the right to use all works produced hereunder in advertising as examples. All rights not expressly granted hereunder are reserved to Designer. If Customer wishes to make any additional uses of the work, Customer agrees to seek written permission from Designer, and make such payments as may be agreed to between the parties. Any agreement for additional uses of the work shall be subject to the terms and conditions herein.
- Materials Provided by Customer. Customer agrees and warrants that all materials provided by it to Designer, for use or incorporation into the work specified hereunder, including photographs, artwork, names, trade-names, slogans, text and graphics, are either the property of Customer, or Customer has the right to use or include said materials in the work without infringing upon the rights of any other person or entity, and Customer agrees to indemnify and hold Designer harmless from and against any and all claims, losses or damages, including reasonable attorney’s fees and costs incurred in the defense of such.
- Warranty. DESIGNER MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE WORK SUPPLIED TO CUSTOMER, provided, however, Designer warrants that all services will be performed in a workmanlike manner. Further, Designer warrants that all of Designer’s work is original work, excluding those elements of the final work provided by Customer.
DESIGNER DOES NOT WARRANT THAT THE WORK PRODUCED HEREUNDER DOES NOT INFRINGE ON ANY OTHER PERSON’S COPYRIGHTS, TRADEMARKS, SERVICEMARKS OR RIGHTS OF INTELLECTUAL OR LITERARY PROPERTY.
DESIGNER DOES NOT WARRANT THAT THE WORK PRODUCED HEREUNDER DOES NOT VIOLATE ANY RIGHT OF PRIVACY OF OR DEFRAME OR LIBEL OTHER PERSONS.
DESIGNER EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
CUSTOMER HEREBY WAIVES ANY AND ALL CLAIMS AGAINST DESIGNER, ITS AGENTS AND ASSIGNS FOR ANY AND ALL DIRECT, INCIDENTAL AND CONSEQUENTIAL DAMAGES, WHETHER GENERAL OR SPECIAL, AND ANY OTHER FORM OF DAMAGES ARISING FROM OR OUT OF CLAIMS OF INFRINGEMENT OF COPYRIGHT, TRADEMARK, SERVICEMARK, LITERARY PROPERTY RIGHTS, INVASION OF PRIVACY, DEFAMATION, LIBEL OR ANY OTHER FORM OF CLAIM. CUSTOMER ACKNOWLEDGES THAT DESIGNER ADVISED IT TO UNDERTAKE ITS OWN RESEARCH OR RETAIN ITS OWN ATTORNEYS TO INVESTIGATE AND PROTECT CUSTOMER’S RIGHTS WITH RESPECT TO SUCH MATTERS. CUSTOMER FURTHER AGREES TO INDEMNIFY AND HOLD HARMLESS DESIGNER, INCLUDING PAYMENT OF DESIGNER’S ATTORNEY FEES, IN THE EVENT THAT ANY PERSON MAKES ANY CLAIM AGAINST DESIGNER FOR ANY OTHER FORM OF DAMAGES ARISING FROM OR OUT OF CLAIMS OF INFRINGEMENT OF COPYRIGHT, TRADEMARK, SERVICEMARK, LITERARY PROPERTY RIGHTS, INVASION OF PRIVACY, DEFAMATION, LIBEL OR ANY OTHER FORM OF CLAIM BASED UPON THE WORK PROVIDED TO CUSTOMER BY DESIGNER.
- Termination. Customer reserves the right to terminate this contract before completion of work by Designer, by giving written notice thereof. Customer shall pay Designer for all hours expended on the project up to the date of termination at the quoted hourly rate, with a one-hour minimum, and shall also reimburse Designer for all out-of-pocket expenses incurred.
- Disputes. This agreement shall be governed by the laws of the State of Washington. No suit or other action arising out of this agreement may be brought except in courts of Benton County, Washington. The prevailing party in any litigation arising out of this agreement shall be entitled to an award of reasonable attorney fees and costs.
In the event of any claims or disputes arising out of this agreement, the parties hereby agree to submit the same to binding arbitration pursuant to RCW Chapter 7.04A, as supplemented herein, at a location to be mutually agreed upon in Benton County, Washington. In the event the parties are unable to promptly agree upon an arbitrator, the same shall be selected by the presiding judge for the Benton County Superior Court at the request of either party, after seven (7) days written notice to all other effected parties. The mandatory arbitration rules (MAR) as implemented in Benton County Superior Court, shall be binding as to procedure. The substantially prevailing party in any such dispute shall be entitled to recover a reasonable attorney fee. The foregoing notwithstanding, the parties and their successors in interest agree that mediation should precede arbitration, and, if the arbitrator selected believes that good faith mediation has not occurred, the arbitrator, in the arbitrator’s sole discretion can adjourn the arbitrator proceedings until such time as mediation has been contemplated. Cost of mediation may be accessed by the arbitrator.
- Entire Agreement. This work proposal and these terms and conditions constitute the entire agreement between the Designer and customer, and supersedes any and all prior negotiations, correspondence, understandings and agreements. This work proposal and these terms and conditions may be amended only in a written instrument signed by Designer.
- Revisions to Terms & Conditions. From time to time, these terms and conditions are updated to reflect current work practices and terminology. Customer understands that these terms and conditions are subject to change without notice to or further approval from Customer. Customer agrees to be bound by any changes to the terms and conditions.