This Design Services Agreement ("Agreement") is made and entered into as of the date specified in the applicable work order ("Effective Date") by and between Upper Valley Advance ("Service Provider") and the customer identified in the same work order ("Client").
1. Scope of Services
The Service Provider agrees to provide design services as outlined in the applicable work order. The specific services, deliverables, and timelines will be detailed in the work order and are subject to the terms of this Agreement.
2. Fees and Payment Terms
Fees: The Client agrees to pay the Service Provider the fees outlined in the applicable work order.
Payment Schedule: Payment terms, including deposits and installment schedules, will be specified in the work order.
Late Payments: Payments not received within the agreed-upon timeframe may incur a late fee of 1.5% per month or the maximum allowed by law.
3. Revisions
The Client is entitled to revisions as specified in the work order. Additional revisions beyond this scope will be billed at the Service Provider’s hourly rate, as outlined in the work order.
4. Client Responsibilities
The Client agrees to:
• Provide timely feedback and approvals.
• Supply all necessary content, materials, and information needed for the Service Provider to perform the services.
• Ensure all materials provided are free of copyright or legal restrictions.
5. Ownership and Intellectual Property
Deliverables: Upon full payment, the Client will own the final deliverables.
Pre-existing Materials: Any pre-existing materials or tools used to create the deliverables remain the intellectual property of the Service Provider.
Usage Rights: The Service Provider reserves the right to showcase the deliverables in portfolios or promotional materials unless otherwise agreed upon in writing.
6. Termination
By Client: The Client may terminate this Agreement at any time with written notice. Refunds for unused services will be subject to the Service Provider’s discretion.
By Service Provider: The Service Provider may terminate this Agreement if the Client fails to meet its obligations, including timely payments.
7. Limitation of Liability
The Service Provider’s total liability under this Agreement shall not exceed the total fees paid by the Client. The Service Provider is not liable for indirect, incidental, or consequential damages.
8. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary information shared during the course of this Agreement.
9. Governing Law
This Agreement shall be governed by the laws of the state where the Service Provider operates.
10. Entire Agreement
This Agreement, together with any applicable work orders, constitutes the entire agreement between the parties and supersedes all prior understandings.