THIS AGREEMENT is made between the person or organisation commissioning the logo, “the Client”
GoodLife Solutions Limited, the organisation designing the logo, “the Designer”.
1.1 Unless the context otherwise admits words importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa.
1.2 Reference to any statutory provisions in this Agreement shall include any statutory provisions, which amends or replaces it.
2. Outline of Agreement
2.1 This Agreement details the terms and conditions agreed between the Parties for the design of a Logo hereinafter known as the “Project” for the Client such development to be undertaken by the Designer.
3. Detailed Project Specification
3.1 The Parties have agreed a detailed Project specification as defined in Schedule One of this Agreement.
3.2 Any amendments proposed to this Project specification must be made in writing and delivered to the other party. Either party is entitled to request a meeting to discuss such amendments.
3.3 If such proposed amendments incur additional expense the Designer is entitled to seek further payment to cover such expense.
4.1 The Client will pay the agreed non-refundable deposit fee of 20% the quoted fee to the Designer on email acknowledgement or signature of this Agreement.
4.2 The Client will immediately pay the remaining balance of the quoted fee to the Designer on delivery of the Project, completed according to the Project specification detailed in Schedule One of this Agreement.
4.3 Title in the finished Project will not pass to the Client until all payments due under this Agreement have been made in full (without set-off).
5.1 The Client will pay the expenses incurred by the Designer during the Project, including travel to the offices of the Client where required, the purchase of computer consumables required for the Project and such other reasonable expenses directly related to the Project.
5.2 The Designer will inform the Client in writing in advance if significant expenses not covered by clause 5.1 have to be incurred during the Project.
6.1 The Designer will deliver the completed Project to the Client by way of email or electronic download or such other data storage/transport method as selected by the Designer.
6.2 If the Client requires the completed Project to be sent on CD the Designer may request a reasonable charge to cover this, including postage and packaging.
7. Project Release
7.1 On delivery of the completed Project the Client will complete, sign, date and return to the Designer the Designer’s standard Project Release Form.
7.2 The Client may only use or publish the completed Project once full payment of monies owed under this Agreement have been made to the Designer and the correctly completed and signed Project Release Form has been returned to the Designer.
7.3 The Project Release Form will release the Designer from undertaking further work related to the Project. The Designer may however undertake additional work as requested by the Client either directly or indirectly related to the completed Project. Such work to be undertaken under the standard terms of business of the Designer.
8. Delivery of Content & Materials
8.1 The Client undertakes to deliver any content and materials (where so required) for the Project and in the formats requested to the Designer before commencement of the Project. Such content and materials may include, but not be limited to; completed logo design questionnaire as provided by the Designer to the Client, written design requirements, details of how the logo will be used and design of previous logo (where applicable).
8.2 Where this is not possible the Client will deliver such outstanding content and materials to the Designer within 7 days of the start of the Project.
8.3 The Client will notify the Designer in writing (as soon as possible) of any delays in delivering content and materials required for the Project and provide the Designer with a revised timetable for supplying such content and materials.
8.4 The Designer will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or non-delivery of content and materials by the Client where required by the Designer for the Project.
9.1 Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email. Subsequent addresses may be notified by the parties to each other at the time of commencing the agreement.
9.2 Any such notice shall be deemed to be effectively served on the next working day.
10.1 Both parties shall keep confidential the specific terms of this Agreement and Project and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing the Project detailed in this Agreement. The parties agree that all information marked “Confidential”, or where not marked it is reasonable to judge such information as confidential, shall not be disclosed at any time during the Project or for a minimum period of 2 years after the completion of the Project, except where such disclosure is required by law or by order of a court in the jurisdiction of England. The parties further agree that all information marked as a “Trade Secret” and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.
11. Credits and Publicity
11.1 Subject to clause 10 above the Client shall be able to refer to their working relationship with the Designer for press and publicity purposes after receiving the written approval of the Designer regarding the content of any such material.
11.2 Subject to clause 10 above the Designer shall be able to refer to their working relationship with the Client for press and publicity purposes after receiving the written approval of the Client regarding the content of any such material.
12. Intellectual Property Rights
12.1 The Client undertakes to secure all copyright and any other appropriate licences, clearance or consents where required for any content or materials to be incorporated into the Project by the Designer, (where applicable).
12.2 The Client grants to the Designer for the term of this Agreement and Project a non-exclusive, revocable, royalty-free licence to use its name, logos, trade marks or devices (“Intellectual Property”) for the purposes of creating the Project logo.
12.3 The Designer will transfer full title and all rights in the Project logo once the Client has paid all monies owed to the Developer under this Agreement in full and without set-off and the Client has signed the Developer’s standard Project Release Form.
12.4 The Client grants to the Developer a royalty-free licence so that the Developer may use the designed logo within their portfolio and on their website as an example of client work undertaken.
12.5 The Developer undertakes neither to use the designed logo for any other purpose nor to make derivative copies of the same for any other purpose.
12.6 Neither party shall make any claim to the other party’s content, materials or services during or after the expiry of this Agreement.
13.1 The Client confirms that to the best of their knowledge and belief that the content and materials supplied by the Client for the purposes of the Project are not blasphemous, defamatory or obscene and do not breach any applicable law or regulation.
14. Indemnities and Limitation of Liability
14.1 Neither party shall be liable to the other under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever.
14.2 The Client agrees to indemnify the Designer against any claims, damages, losses, costs and expenses which the Designer may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.
14.3 The Designer agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of clauses 10 and 12 of this Agreement committed by the Designer.
14.4 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
15.1 Either party may terminate this Agreement immediately in the event that:
15.1.1 Either party commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of its duties, responsibilities and obligations under this Agreement, and
15.1.2 Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring its remedy.
15.2 Furthermore this Agreement may be terminated in the event that:
(a) Either party is unable to pay or has no reasonable prospects of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986, or
(b) Being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or
(c) Has a receiver appointed to administer any of its property or assets, or
(d) Ceases or threatens to cease to carry on business, or
(e) Makes any voluntary agreement or enters into a compromise for the benefit of its creditors, or
(f) Fails to make payment in accordance with the terms of this Agreement.
15.3 On the termination of this Agreement any completed parts of the Project already delivered to the Client or test examples of the Project not already paid for by the Client will be returned to the Designer. Furthermore the Client shall not retain any copies of the returned Project, parts thereof or test examples of the Project.
15.4 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination (including, without limitation, clauses 10, 12 and this clause 15).
16.1 Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.
17. Force Majeure
17.1 Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.
18. Joint Venture or Partnership
18.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.
19.1 The Client undertakes during the Project development period and for a period of twelve months after its completion not to directly or indirectly solicit or induce any of the Designer’s employees to leave the employment of the Designer whether to work on a freelance or consultancy basis or to be directly employed by the Client.
20.1 Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
20.2 It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
20.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made by a written instrument and signed by the signatories to this Agreement or their duly authorised representatives.
20.4 This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.
21.1 This Agreement shall be interpreted construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.
The logo design shall be created based on the Client’s requirements. In order for the designer to understand the logo objective and brand style, the client shall supply details of their requirements through the any of following:
- Background to Client and the brand, as well as the intended audience;
- Preliminary sketches and/or drawings;
- Examples of possible colours; (other colour combinations maybe supplied, during the development of the brand, by the Designer to try and match the overall tone and feel of the brand)
- A ‘mood board’ maybe supplied by the Client which further reflects the overall tone and feel of the brand.
Using the provided information, the Designer shall:
- deliver preliminary sketches for review and feedback;
- before finalising the logo design;
The final deliverable shall include:
- Logo in PDF, .jpg and .png format;
- Font(s) which maybe used in either, part of the logo, or tagline, if required;
- Web hex number of colours used.