Terms and Conditions - North Star Design Studio

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IMPORTANT: THIS DOCUMENT REPRESENTS OUR GENERAL TERMS OF SERVICE. PAYMENT SCHEDULES BASED ON DELIVERABLES ARE CUSTOM TO YOUR PROJECT SCOPE AND WILL BE OUTLINED IN WRITING DURING THE DISCOVERY PROCESS.

1. Payment Terms: 1.1 Design Fees: The total cost of the Deliverables is an estimate (the “Design Fees”). Any applicable sales tax, our out-of-pocket expenses, the fees for any Additional Services (as defined in Sec. 1.2 below) and Change Requests (as defined in Section 1.5 below) shall be billed separately (collectively, “Additional Costs”). If included in this proposal, ‘Pre-paid Design Time’ expires within 90 calendar days of purchase.

1.2 Fees for Additional Services: The Design Fees do not include costs for the creation of artwork, such as photography, fine illustration, charts or graphs, and any necessary electronic manipulation of imagery, such as retouching and color correction, will be quoted as needed (“Additional Services”). Once you have chosen a creative direction, we will supply estimates for the fees of any Additional Services at that time. Unless expressly referenced in the Deliverables, any post-delivery service provided by us, including but not limited to our maintenance package, search engine optimization or database/CRM/CMS integration services are not included in the Design Fees, and will be invoiced separately. In the event that we front fees related to third-party vendors, a 20% account management fee will be added to the projects final invoice. While GDPR enhanced privacy policy is recommended for any and all website deliverables, we are not responsible in any way for ADA, WCAG, HIPAA, GDPR or any other industry-related, state-specific or industry-specific compliance and/or regulation that is required and client assumes sole responsibility for any and all related liabilities. It is recommended that client assert due diligence in this area and engage separate and/or additional service providers as needed.

1.3a Split Payment Schedule: 80% of the max Design Fees estimated are due immediately upon your signing this Agreement (and prior to us commencing work) (“Deposit”). The Deposit is non-refundable. Fees for additional estimated upfront costs and related management fees are due in their entirety at time of deposit. The remaining balance of Design Fees together with the Additional Costs are due 45 days from when the deposit is made or prior to entering Phase 4: Project Launch (the “Final Deliverables”), whichever comes first (Final Payment is due prior to the original design files being turned over for your use and/or going “live” or to press). Interest of 4% per month will be added to invoices outstanding for more than 30 days. If it necessary to hire an attorney to enforce collection on any amount past due under this Agreement, we shall be reimbursed by you for all legal and other reasonable costs related thereto, including reasonable attorneys’ fees and costs.

1.3b Structured Payment Plan Schedule The total Design Fees, including any additional estimated upfront costs and related management fees, shall be divided into equal, non-refundable payments. The first payment is due immediately upon your signing this Agreement (and prior to us commencing work). Subsequent payments are due on a monthly basis until the total fees are paid in full. All payments made under this Agreement are non-refundable. Interest of 4% per month will be added to invoices outstanding for more than 30 days. If it necessary to hire an attorney to enforce collection on any amount past due under this Agreement, we shall be reimbursed by you for all legal and other reasonable costs related thereto, including reasonable attorneys’ fees and costs.

YOU IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN ADDITION, YOU ACKNOWLEDGE THAT THE TRANSACTIONS REPRESENTED BY THIS AGREEMENT ARE COMMERCIAL TRANSACTIONS AND HEREBY VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHTS TO NOTICE OF AND HEARING ON PREJUDGMENT REMEDIES UNDER CHAPTER 903A OF THE CONNECTICUT GENERAL STATUTES OR OTHER STATUTES AFFECTING PREJUDGMENT REMEDIES.

1.4 Third-Party Vendors: You are responsible for all printing, fulfillment, filing, hosting, registration, email, media, software, theme editors, subscriptions, plugins and/or app fees associated directly or indirectly with the Deliverables. Any third-party vendors used to complete the Project, whether engaged directly by you or us, are to be paid directly by you in accordance with each such third-party vendor’s individual terms of service unless agreed to by both parties in writing in advance of such service engagements. In the event that we front fees related to third-party vendors, a 20% account management fee will be added to the project’s final invoice. Relatedly, we are fully authorized to release any and all credentials supplied by you or created on your behalf to third-party vendors as needed and at our discretion and you assume any and all liability associated with those services and or their service provider. You also authorize the release of any project notes, recordings, or details to third-party vendors, again at our discretion, for the purposes of fulfilling deliverables outlined or implied herein, and this authorization supersedes any and all NDA agreements. In the event that the Deliverables will be uploaded, posted, or otherwise displayed on such third-party vendor’s app or website, you shall be solely responsible for the Deliverables’ compliance with each third-party vendor’s terms of use and/or privacy policy or similar policies on such app, platform or website. You agree to hold such third-party vendors solely responsible for maintaining their own services and products and acknowledge that we are not party to nor responsible for your contracts with third-party vendors related to the deliverables mentioned explicitly or implied in this proposal, regardless of when or whom signed those contracts or initiated engagement of those services. If for any reason a third-party service, vendor or contractor is unable to fulfill their agreement, you agree that we are not to be held liable and you will hold us fully harmless.

1.5. Change Requests: Our Design Fees are based on the specific Deliverables presented in this Proposal. You agree to pay additional charges for changes you request (e.g. changes in strategic and/or creative direction or additional elements) that are outside of the Proposal’s parameters set forth herein (“Change Requests”) and you acknowledge that such Change Requests may lead to delays in Project completion. Such Change Requests shall be charges at our standard hourly rate of $150 per hour (one hour minimum charge applies).

1.6 Cancellations: Either you or we can cancel this Agreement for convenience (effective upon written notice), by mutual agreement or for cause if the other party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of its creditors or breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach. We reserve the right to cancel a project at any point should you trigger either an Installment Fee or Re-installment Fee as outline in Section 2. In the event of such cancellation, we shall be compensated for our services based upon the percent of completion but the amount of such compensation shall not be less than the non-refundable Deposit, all Additional Costs incurred through the cancellation date must be paid, and no License shall be granted.

For example, if the Initial Concept Review has commenced, the Project will be deemed 80% completed, if the Project Refinement has commenced, the Project will be deemed 90% completed, and if the Client Approval of Final Deliverables has commenced, the Project will be deemed 100% completed. Upon cancellation, all design/creative/usage rights revert to us and you must return all original art to us, including sketches, comps, or other preliminary materials. Notwithstanding the forgoing, in the event of cancellation for convenience by us or for cause by you, at your election and upon full payment of compensation as provided in this Section 1.6, we will grant the License with respect to the Deliverables provided to and accepted by you as of the date of cancellation. Project termination and or cancellation, for any reason, will not alleviate your financial responsibility to third-party services engaged or contracted for on your behalf or on behalf of the project.

2. Parties’ Responsibilities: You agree that you will do the following in a timely manner: (i) designate the individual who will be making the final design decisions for you and provide us with their contact information; (ii) coordinate any decision making with third parties who will be contributing to the design project, (iii) provide us, in a form suitable for reproduction or incorporation into the Deliverables, all of your materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content to be used in the preparation of and/or incorporation in the Deliverables (“Client Content”), and (iv) perform all final proofreading and (v) ensure all Client Content is accurate, legal and conforms to the applicable standards of your industry. In the event that you approve the Deliverables as the Final Deliverables (as defined below) but there are errors, such as but not limited to typographic errors or misspellings, in the Deliverables, you agree to pay the costs of correcting such errors as additional Change Requests. If you fail to respond to communications from us for more than 5 days, a Re-installment Fee of $350.00 may be charged for each occurrence at our discretion and may either be due before the project can be resumed or will be tacked on to the final balance due. Cancellation, failure to show up or rescheduling of calls with less than one business day’s notice will also trigger an Installment Fee of $150.00. Project delays we deam as being excesive to to action or inaction on the clients part will aslo trigger a Re-installment Fee of $350.00. On our part, we agree that we will provide the design services described in this Agreement in a professional and workmanlike manner and in accordance with the reasonable professional standards for such services. 

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, WE MAKE NO WARRANTIES WHATSOEVER. WE EXPLICITLY DISCLAIM ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

3. Usage Rights: Upon our receipt of 100% of the Design Fees and the Additional Costs, if any, and upon your compliance with the terms of this Agreement, we agree to grant to you a limited, non-transferable perpetual license (“License”) to display and transmit final version of the Deliverables (“Final Deliverables”), excluding the right to authorship credit, modification and resale, which we retain. Any of our preliminary designs and work product that are not incorporated into the Final Deliverables are not included in the License. You agree to return all such preliminary designs and work product to use within 30 days of the completion of the Project and delete any related digital files in email or stored on hard drives, backup servers and cloud storage. We agree that the Final Deliverables are produced with the intent that they will be unique and we will not seek to resell or publish the Final Deliverables except that we reserve the right to use the Final Deliverables in any form for marketing purposes. You agree to grant us the limited, non-transferable perpetual license to use any trademark or other copyrighted material in the Client Content or third-party material incorporated into the Deliverables at your request (“Third-Party Material”) in such marketing purposes. All other rights to be negotiated separately.

4. Indemnification: You agree to indemnify, save and hold us harmless from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of your responsibilities or obligations, representations or warranties under this Agreement, including without limitation, those arising out of any of the Client Content or Third-Party Material incorporated into the Deliverables at your request for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release. Our services and work product are sold ‘as is’. Our liability to you for any reason arising from or connected to this Agreement in any way shall be limited to the amount actually paid to us by you excluding your non-refundable deposit.

THE FOREGOING WARRANTIES BY EACH PARTY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY COVER OR SETOFF NOR FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AND WE EACH IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN ADDITION, YOU ACKNOWLEDGE THAT THE TRANSACTIONS REPRESENTED BY THIS AGREEMENT ARE COMMERCIAL TRANSACTIONS AND HEREBY VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHTS TO NOTICE OF AND HEARING ON PREJUDGMENT REMEDIES UNDER CHAPTER 903A OF THE CONNECTICUT GENERAL STATUTES OR OTHER STATUTES AFFECTING PREJUDGMENT REMEDIES.

5. Confidentiality: If, during the course of our relationship, you provide us with information that is confidential and proprietary and which you have identified as such in writing to us, we will keep that material confidential, use the information only to provide the services described in this Agreement, and return any confidential materials to you upon request. Unless specifically specified, project notes, meeting recordings nor account credentials are covered under ‘Confidentiality’ and may be shared with third-party vendors (1.4) as needed.

6. Force Majeure: Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations. For the purpose of this Agreement, the phrase, “beyond its reasonable control” means any circumstance not within the reasonable control of the party affected, but only if and to the extent that (i) such circumstance, despite the exercise of reasonable diligence, cannot be, or be caused to be, prevented, avoided or removed by such party, and (ii) such circumstance materially and adversely affects the ability of the party to perform its obligations under this Agreement, and such party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such event on the party’s ability to perform its obligations under this Agreement and to mitigate the consequences thereof.

7. Independent Contractors: This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party in any manner.

8. Miscellaneous: This Agreement constitutes the entire understanding of the parties. Its terms can be modified only by an instrument in writing signed by both parties. Notwithstanding the foregoing, Change Orders, Additional Services and design acceptances can be evidenced by an exchange of electronic mail between us and your designated spokesperson so long as the electronic mail expressly addresses the matter to be evidenced. No terms attached to any check for payment under this Agreement can modify the Agreement except under an independent instrument in writing signed by both parties. Neither of us may assign this Agreement in whole or in part without the prior written consent of the other. The provisions of this Agreement are for your and our exclusive benefit. There are no third-party beneficiaries to this Agreement. This Agreement and all claims arising from the parties’ relationship shall be governed by the laws of the State of Connecticut, without regard to its conflict of laws rules. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. In the event of a dispute other than one arising under Section 1.3 hereof, you and we agree to attempt to resolve the dispute by negotiating directly with each other. If unsuccessful, either you or we can commence mediation and/or binding arbitration through the American Arbitration Association or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its reasonable attorneys’ fees and costs. In all other circumstances, you and we specifically consent to the jurisdiction of the local, state and federal courts located in the State of Connecticut.

By signing or submitting payment of any amount and in any method, you and we agree to all the terms and conditions of this Agreement and to those of our Privacy Policy here: https://www.northstardesign.studio/privacy-policy

Final words…
You cannot transfer any contract to anyone else without written permission from North Star Design Studio LLC. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

We reserve the right to amend our terms of service for any and all services and products without further notice. If you do not understand and/or agree to these Terms, you should immediately exit the Services and cease making any use of the Services.

End of agreement.

Last updated: 11-27-2023