This is a legal agreement between Amelia Reiff Hill on behalf of the Design for Change Agency (the “Agency”) and you (the “Client”) for your membership in the Agency. These terms are binding upon agreement. Please read them in their entirety and contact us if you have any questions before agreeing. Thanks!
Relationship of the parties
The Agency is not an employee of the Client and we are not forming a joint venture or partnership. As an outside supplier of services, the Agency is functioning as an independent contractor. As an independent contractor of services, the Agency will supply a Designer to be the Client's primary contact. The Designer will complete graphic design, web design, and consulting services to complete the Client's Projects (any request of said services during the membership period).
Design for Change Agency's services are only available to organizations, individuals, and groups who are serving social justice, political, volunteer, not-for-profit, cultural, and/or educational missions. This application is on the self-reporting honor-system, as you know your intentions best. However, if you are in doubt of your eligibility, please contact us. Strictly corporate entities are recommended to our sister company, Rowdy Ferret Design, which has a similar structure with fewer grant opportunities.
Pre-Paid Design Hours
Under this agreement, the Client pre-purchases a set number of design hours to be used during their monthly cycle. This contract is for one month of design, and is automatically renewed upon the Client's payment at the same rates and with the same guaranteed hours as long as the Client pays on time. Any unused design hours are forfeit at the end of the monthly cycle. If the client requires more hours than they have pre-paid, they will be informed and given the option to wait until the next renewal period or to purchase additional hours to complete their Projects. Additional hours are available at the reduced rate promised by your plan, and will be paid for after the Project's completion in an additional monthly invoice. This invoice may be paid by money order, check, or through the Design for Change Agency online system.
If the Client has pre-paid and is in good standing, they may request design, web, and consultation Projects from their assigned Designer via e-mail, and may expect the Designer to perform these duties as quickly as is reasonably possible. Most Projects are completed within the requested day, though the Agency can not be held responsible for circumstances outside their control which may delay a Project's completion. More complicated Projects take more time, as do Projects with more edits required. The Client may always request an estimate of the hours the Project may take. The Client may designate one-fourth of their total pre-paid hours a month as "RUSH JOBS," which will be given the Designer's highest priority.
Responsibilities of the Client
Client acknowledges that they shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Agency;
(b) provision of Client’s content for the Project in a form suitable for reproduction or incorporation into the Project without further preparation, unless otherwise expressly provided in the Proposal;
(c) to be available and in touch with edits and further information as requested and needed; and
(d) ﬁnal proofreading and in the event that Client has approved the Project but errors (such as, by way of example and not limitation, typographic errors or misspellings) remain in the ﬁnished product, Client shall incur the cost of correcting such errors at the rates specified below.
Pricing and Payment
The Agency has quoted you the monthly fee for your level of service, inclusive of all labor and software/hardware required to complete the projects assigned by you (this is industry standard for a designer with 8-10 years experience). The Agency will offer estimates of the time required to complete each Project(s) assigned by you if requested. If any Project goes over the estimated time for unforeseeable reasons, the Agency will let the Client know as soon as possible. The Client will be consulted for a decision on whether the Agency should proceed after the estimated time at additional expense, or stop at the estimated time and deliver what has been produced until that point.
The Agency will bill the Client every month during the duration of their subscription at the agreed-upon rate. For any additional hours required for the Client's Projects past their pre-purchased hours, the Agency will bill the Client with monthly invoices. These invoices are not to exceed $6,000 (two weeks of 40 hours/day for $75/hour) or the initial project estimate (if provided) without prior Client approval.
The Client will pay these invoices and their monthly membership dues promptly, or their membership may be suspended and Projects delayed (see section "If Your Payment Is Late."
All payments not made through the online system must be money orders or checks made out to Amelia Reiff Hill.
Checks should be sent to the following address, unless otherwise discussed:
5111 Telegraph Ave #115
Oakland, CA, 94609
Revisions and Edits
You have unlimited revisions and edits available to you for each Project. This includes an unlimited number of changes due to miscommunications, altered preferences, and last-minute changes to already-formatted content, though be aware these edits will be counted in the total hourly billing. As a result, a large quantity of edits or edits of a large-scale (“scrap it and start over”) nature will carry greater time and therefore cost. Designer error or an objectively faulty design will be corrected in a timely manner at no cost to the Client.
Scope of the Project(s)
The Agency agrees to fulfill all Project guidelines set forth by the Client at the time of the Agreement by the agreed-upon due date. Unless otherwise specified, testing, web hosting, printing, backing up of completed Project files, and/or maintenance of the Project is not the responsibility of the Agency. Substantial additions or changes to the project outside the scope of the original Agreement may occur additional design hours. For example, a website that later realized it needed increased functionality or design elements not explicitly set forth in the initial Proposal would result in a greater total project timeline and number of designer hours than initially expected. These same Terms and Conditions will apply to any new additions.
Expenses and Additional Costs
Unless otherwise discussed, the Agency will pay all costs (software licensing, copying and scanning, professional tools, etc.) related to the design of the project. The Client is responsible for any recurring costs to a third party such as website hosting, which will be made clear at the start of the project, or for their own printing costs, in the case of a print-ready design project. In some cases, such as commissioned fine art or painting, the Client may be responsible for expendables (paint, ink, etc.), with prior approval. In the case of web design, the Client is always responsible for purchasing the domain name, hosting, and any theme or plugin costs, as estimated in the Proposal.
Meetings and Consultation Rates
The Agency consultation rate is the same as the hourly design rate promised by your membership level. This fee is waived for the first meeting (up to three hours) to discuss a new Client’s style and aesthetic. This fee is also waived for email correspondence, as well as for skype and phone meetings under an hour in length for current Clients (so you won’t be billed for those hours). If the Client requests an in-person or extended meeting, the Agency will as a courtesy remind them of these charges. The exception is for tutoring or consulting-exclusive Clients, who are always subject to consultation fees over the phone, Skype, or in-person, with a three-hour minimum. All in-person meetings that require travel outside of the 94609 zip code will incur a $20 travel fee (I suggest Earthly Coffee or Goodbellies or the Temescal Library as cheap, central East-Bay meeting spots).
Discounts if your project is late
If a Project is not completed for your first review by the estimated date, you'll receive a discount of 1.5% of the total design fee per day late, up to 50% off of the project’s value. This timeline is for the first draft, and does not include subsequent edits. Delays incurred due to the Client witholding critical information, images, approval, or content necessary to completing the Project will push back the estimated date of completion on a day-for-day basis. Client acknowledges and agrees that the Agency's ability to meet any and all schedules is entirely dependent upon the Client’s prompt performance of their own obligations.
Consequences if your payment is late
Your monthly subscription is due on the date you began your plan, recurring monthly. This pre-pays for your allotted design hours that month. Failure to pre-pay by 5 days after your due date may result in a suspension of your plan. Unless otherwise laid out in the Proposal, Payment for hourly invoices are expected on a NET15 schedule. This means full payment is due 15 days after the billing period is completed and the Invoice is electronically sent. If payment is not received in this 15 day period, you will get a friendly reminder email, which starts a 15-day grace period, at the end of which you will start accumulating late fees as follows: 1.5% of the Total Cost of the invoice per month late (or the greatest amount allowed by state law) is payable on all overdue balances. Payments will be credited ﬁrst to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. The Agency reserves the right to withhold delivery and any transfer of ownership of any part of the Project(s) if accounts are not current or overdue invoices are not paid in full. The Agency reserves the right to pursue legal action for payment if Client is in default or overdue. All invoices (hourly and pre-paid) are non-negotiable and the client is legally bound by this agreement to pay for all design hours completed on their behalf.
Copyright and Ownership of the Design Project
The Agency will license the commercial, exclusive rights of the commissioned Projects to the Client, upon full payment, with the understanding that the Project(s) will not be modified or re-licensed to other users without the Agency's permission. The Agency will have a credit line in all uses of the Project or in public mention of the Project (as appropriate and as discussed or delivered). The Client agrees that the Agency may add the Client’s business’ name to the Agency's Client List and use the Project’s design for promotional purposes (such as inclusion in online or print portfolios). The only exception is when there is a separate written confidentiality agreement specifically outlining that the Agency will not list the Client’s name in the Designer’s Client List (please contact us to discuss this first). If any intellectual property used in the Projects is owned by a third party (for example, an illustration or a photograph), the Client is solely responsible for respecting any usage limitations placed on the property by that third party. The Agency retains the right to enter the Project into design competitions. The Designer reserves the right to sue for breach of contract or intellectual property infringement if the Client goes outside the scope of the aforementioned license.
I, the Designer working on behalf of the Agency, warrant that my work will be free from defective craftsmanship and that it is original and does not knowingly infringe the intellectual property of others. If some portion of the work turns out to be objectively defective from a fault of my own, It will be my responsibility to repair or replace it as outlined above. Furthermore, I insist that you are happy with the finished Project. In the unlikely event that you are unsatisfied with the Project, let me know within 15 days and I will repair, correct or re-design any work that does not conform to the original project speciﬁcations in order to make it acceptable to you. All work will be considered accepted unless the Client notifies the Designer to the contrary within 15 days.
Acceptance of Terms
By responding with “I agree," the Client affirms that they have read, understand, and agree to these terms and conditions in their entirety. If the Client has any questions or would like an exception to these terms, it is their responsibility to discuss them in advance. These terms may be amended or cancelled only by all parties’ consent via email or other written correspondence. By responding “I agree” and continuing to engage the Agency's services, the Client electronically signs and agrees to these terms and enters a legally binding contract where both parties agree to fulfil their obligations as listed above.