Graphic Design & Branding Contract
THIS AGREEMENT is valid from 01.01.2023.
- SMD Lab, Anastasiia Pushkar Tozge (Graphic Designer) whose location is at
40667 Meerbusch, Sonnenweg 5.
- Customer – any interested person, individual entrepreneur or freelancer.
This document is a public offer and posted on the website de.
In order to accept a Graphic Design Agreement, the Customer must express his consent. Consent is the payment by the accepting person in accordance with the selected type of work (Appendix No.1). The consent of the Customer is equivalent to the conclusion of the Contract for the graphic design. If necessary, the parties may at any time create the Contract in the written form of a written bilateral document.
The parties have agreed that the Graphic Designer shall provide the Customer with graphic design services on the terms and conditions set out in this agreement.
In providing the services the Graphic Designer may use:
- Any equipment, facilities, materials, information, photography, writings and other creative content provided by Customer (Customer Content);
- Any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form together with information and materials provided by the Customer relating to the Services, including data, reports, graphics, illustrations and specifications;
- All documents, information and materials provided by the Graphic Designer relating to the Services which existed prior to the commencement of this agreement, including data, reports, graphics, illustrations and specifications.
Using all these inputs, the Graphic Designer shall provide graphic art to a Customer.
Commencement and duration
- The Designer shall provide the Services to the Customer on the terms and conditions of this agreement, mentioned in Appendix No.1.
- The Designer shall provide the Services, and deliver the Deliverables to the Customer, in accordance with Appendix No.1, and shall allocate sufficient resources to the Services to enable it to comply with this obligation.
- Timing of Services specified in Appendix No.1 and the Designer shall meet these. If the Designer fails to do so, the Customer may:
- – terminate this agreement in whole or in part without liability to the Designer;
- – refuse to accept any subsequent performance of the Services which the Designer attempts to make;
- – purchase substitute services from elsewhere;
- The Designer shall:
- – co-operate with the Customer in all matters relating to the Services;
- – ensure that the Designer use reasonable skill and care in the performance of the Services.
- The Designer shall:
- – observe all applicable rules and regulations and any other reasonable requirements that apply to the provision of Services;
- – notify the Customer as soon as it becomes aware of any legal compliance hazards or issues which arise in relation to the Services;
- – before the date on which the Services are to start, obtain, or have the Customer obtain, and at all times maintain, all necessary licences and consents and comply with all relevant legislation in relation to the Services
- Customer’s obligations
The Customer shall:
- – co-operate with the Designer in all matters relating to the Services and appoint;
- – provide such access to the Customer’s data as may reasonably be requested by the Designer; and,
- – provide the Customer Content and In-put Material reasonably necessary, in order to carry out the Services, in a timely manner, and ensure that it is appropriately licensed, consented, permitted and accurate in all material respects.
Charges and payment
- In consideration of the provision of the Services by the Designer, the Customer shall pay the charges as set out in Appendix No.1.
- Where Services are provided on a time and materials basis:
- – the charges payable for the Services shall be calculated in accordance with the Designer’s standard daily fee rates
- – the Designer’s standard daily fee rates are calculated on the basis of an eight-hour day;
- – the Designer shall complete time sheets recording time spent on the Services. The Designer shall use such time sheets to calculate the charges covered by each monthly invoice;
- – the Designer shall invoice the Customer monthly in arrears for its charges for time, expenses and materials for the month concerned.
- Where Services are provided for a fixed price, the total price for the Services shall be the amount set out in Appendix No.1. The total price shall be paid to the Designer before starting work with Castomers project.
- The Customer shall pay each invoice which is properly due and submitted to it by the Designer, within 5 days of receipt, to a bank account nominated in writing by the Designer.
- If the Customer fails to pay any amount agreement considered not implemented.
- Invoices covering payment in respect of materials purchased by, or services provided to, the Designer, or for reimbursement of expenses, shall be payable by the Customer only previously approved by the Customer and if accompanied by relevant receipts.
Quality of Services
- The Designer warrants to the Customer that:
- – the Designer will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry for similar services;
- – the Services will conform with all descriptions and specifications provided to the Customer by the Designer, as set out in Schedule 1; and
- the Services and Deliverables will be provided in accordance with all applicable legislation from time to time in force, and the Designer will inform the Customer as soon as it becomes aware of any changes in that legislation.
- Intellectual Property Rights shall mean all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off, all subsisting in the Deliverables.
All Intellectual Property Rights to the developed design belong to the Designer and are transferred to the client automatically after the end of the design services for a period of 2 years from the date of transfer of the design files.
Designs with full transfer of Intellectual Property Rights are transferred to the client with an additional Agreement on the transfer of Intellectual Property Rights. The designer provides this Agreement after the completion of work on the project.
Acceptance of Deliverables
- If Deliverables are to be directly dispatched to a third party for printing by the Designer, the Customer shall have the right to approve these Deliverables before they are so dispatched.
- If such approval is not secured by the Designer, the Customer shall not be obligated to pay the Designer’s charges.
GENERAL LEGAL TERMS
- Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
- The Designer shall perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards.
- The Designer warrants that use of the Deliverables will be uninterrupted and free of any encumbrances or charges.
Limitation of remedies and liability
- Nothing in this agreement shall operate to exclude or limit either party’s liability for any liability which cannot be excluded or limited under applicable law.
- Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
Term and termination
- This agreement shall commence on the Date when payment has been recieved and shall terminate automatically on acceptance of the Deliverables by the Customer and payment of all outstanding sums.
- Either party may terminate this agreement immediately at any time by written notice to the other party if:
- – that other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 14 days after the service of written notice specifying the breach and requiring it to be remedied; or
- – that other party has been subject to a Force Majeure Event (As defined below) for a continuous period of more than 90 days.
Upon expiration or termination of this agreement:
the designer can transfer the design materials that were created before the termination after the client’s request within 10 working days.
- The Designer warrants that, to the extent it processes any Personal Data on behalf of the Customer:
- it shall act only on instructions from the Customer; and
- it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
- Force Majeure Event shall mean any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
- A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take all reasonable steps to mitigate the effect of the Force Majeure Event.
- Confidential Information shall mean all information whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:
- – identified as confidential at the time of disclosure; or
- – ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
- Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
- Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
- The obligations set out in this clause shall not apply to Confidential Information which the receiving party can demonstrate:
- – is or has become publicly known other than through breach of this clause; or
- – was in possession of the receiving party prior to disclosure by the other party; or
- – was received by the receiving party from an independent third party who has full right of disclosure; or
- – was independently developed by the receiving party; or
- – was required to be disclosed by governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
- The obligations of confidentiality in this clause shall not be affected by the expiry or termination of this agreement.
- This clause supersedes the terms of any Non-Disclosure Agreement between the Designer and the Customer, which is hereby terminated.
Notices for Designer
- A notice given under this agreement:
- shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
- shall be sent for the attention of the person, and to the address, e-mail address given in this clause.
- shall be:
- delivered personally; or
- sent by e-mail; or
- sent by pre-paid first-class post, recorded delivery or registered post; or
- (if the notice is to be served or posted outside the country from which it is sent) sent by registered airmail.
- The addresses for service of notice are:
Address: 40667, Meerbusch, Sonnenweg 5
Name: Anastasiia Pushkar Tozge
To prove service, it is sufficient to prove that the notice was transmitted by e-mail address of the relevant.
All media releases, public announcements and public disclosures by the Designer relating to this agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the Customer and approved by the Customer prior to release.
The Designer may not assign or transfer any of its rights or obligations under this agreement. The Customer may assign or transfer any of its rights or obligations under this agreement, provided it gives prior written notice to the Designer.
Except as provided in this clause, neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it on which it relied in entering into this agreement (Misrepresentation), and neither party shall have any liability other than pursuant to the express terms of this agreement. Nothing in this agreement shall exclude or limit either party’s liability for any Misrepresentation made knowing that it was untrue. Each party’s liability for Misrepresentation as to a fundamental matter, including as to a matter fundamental to that party’s ability to perform its obligations under this agreement, shall be subject to the limit set out in the Limitation of Liability clause.
Third party rights
- The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under this agreement is not subject to the consent of any person who is not a party to this agreement.
- This agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.
- If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the original commercial intention of the parties.
This contract is concluded on the date payment is received.
Appendix No.1 / Graphic design services
- Branding. Basic – 1 100 euro
Duration of the project 30 working days.
- Branding. Standart – 1 500 euro
Duration of the project 40 working days.
- Branding. Premium 2 500 euro
Duration of the project 50 working days.
- Logo design 500 euro
Duration of the project 15 working days.
- Branding consultation 350 euro
Includes 1-2 Zoom meetings.
- Social media design 700 euro
Duration of the project 20 working days.
- Hourly rate (technical tasks) 50 euro
- Hourly rate (design tasks) 120 euro
- Hourly rate Consulting 120 euro
SMD Lab. Anastasiia Pushkar Tozge
USt-ID-Nr.: DE 343905427
Tel.: +49 176 206-92-833
ANASTASIIA PUSHKAR TOZGE
IBAN: DE29 3005 0110 1008 5052 97
Berliner Allee 33. 40212 Düsseldorf