Standard Terms and conditions for all projects executed by Damien Schmidt!
I highly request that you review all the information on this page. Upon making the first/initial payment to commence the project, you also agree to these terms and conditions!
As of the date of the initial payment is may/received, this agreement (“Agreement”) is entered into between {Client/Contact person}, known for the purpose of this Agreement as “Client,” and Damien Schmidt, hereafter known as “Consultant”.
The Agreement refers to the project(s) outlined in the related estimate/invoice, hereafter referred to as “Work”:
Services: The exact services and details of the services will be outlined in the related estimate/invoice, including related prices and fees.
Requirements fort he services: the list of Needs/Requirements for the related services will also be communicated via email.
The manner in which the Work is to be performed and the specific hours to be worked by the Consultant shall be determined by the consultant. The client will rely on the consultant to work as many hours as may be reasonably necessary to fulfill the obligations under this agreement. Any changes made to the work/hours agreed upon or to this agreement will first be authorized by the client.
It is understood by the parties that the Consultant is an independent contractor with respect to its clients and not an employee of its clients. Clients will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit for the Consultant.
1. Payment
Upon signing this agreement, the client will transfer the half /50% of the total related Estimate to the Consultant.
The remaining payments will be collected 25% on draft delivery and 25% on project completion.
If the cost are dependent on the continuation of the Work then the Client will be informed and requested, in writing, to advance the amount of the costs to the Consultant.
Upon completion of the Work, the Consultant will issue a final Invoice with an overview of the total costs, initial payments made, and any outstanding amounts.
2. Expenses
The Client shall reimburse the Consultant for all expenses which may have been overlooked by both parties before, or added after, singing of this agreement. This will include the eventual sales taxes due and where necessary the Client shall advance the Consultant in payment of said expenses. The Client will be required to authorize these expenses and/or purchase prior to the procurement by the consultant. (These could include but are not limited to; custom photos, Stock photographs, Artwork, and/or any material needed for the project.)
3. Invoices
All invoices are payable within 30 calendar days of receipt. A 10% monthly service charge is payable on all overdue balances from the date of original invoice. Some third-party services/products may require their own additional late fees and should be upheld as such.
The grant of any license or right of copyright is conditioned on receipt of full payment.
4. Default in payment
The Client shall assume responsibility for cost outlays by Consultant in all collections of unpaid fees and of legal fees necessitated by default in payment. Invoices in default will include but are not limited to fees for collection and legal costs.
5. Responsibility
The Consultant will be considered ultimately responsible for handing over the Work to the Client. The Consultant may solicit other parties for part of the Work, but will be required to inform the Client in due time. Any persons who perform services for the Consultant under this Agreement shall also be bound by the provisions of this Agreement. The Consultant will be responsible for the settlement of any and all issues and payments due to these persons. Client bares no responsibility whatsoever in this context.
6. Estimates
The fees and expenses shown are estimates and subject to possible Changes mentioned in this agreement. The final invoice will be based on the estimated amount and will be clearly marked “INVOICE/FACTUUR”, it will include a total overview of all costs and expenses to be paid by the client.
In situations where the agreed payment method is based on an hourly fee, the Consultant shall keep the client apprised of a tally of hours on a weekly schedule or within a reasonable period of time.
7. Changes
The Client must assume that all additions, alterations, changes in content, layout or process changes requested by the customer, will alter the time and, when applicable, costs. The Client shall offer the Consultant the first opportunity to make any changes.
Any changes made to the work/hours agreed upon or to this agreement will first be authorized by the client. The Consultant will inform the client of any changes needed to be made in the agreed work in order to complete the work.
8. Time
The Consultant will maintain a 4-week delivery period for the Work. This time frame will commence upon signing this agreement and receiving the initial transfer of the estimated amount. However, this time frame is also very much dependent on the cooperation of the Client. See an overview of the project timeline below. In accordance with article 7, chances in the 1st, 2nd and final version of the site will be processed within 1 week (after the Client submits the changes and necessary content).
Average Project Timeline
9. Full Payment
The Consultant commits to doing the agreed job/tasks in full and to a satisfactory measure. The Client also commits to pay the amount agreed upon. The Client may not deduct any amount for any reason.
10. Cancellation
Either party may cancel this agreement without judicial intervention if the other party does not comply with the provisions of this agreement. In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by the Consultant, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the Client.
Cancellation fee is based on a percentage of the estimated work the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not.
If the project is on an hourly basis Cancellation fee is based on the hours submitted. If the project is canceled by the client, the client agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation plus a flat fee of €250 or 50% of the remaining hours that were expected to be completed on the project, whichever is greater.
11. Ownership
The Consultant retains ownership of all Original artwork, whether preliminary or final. If transfer of ownership of all rights is desired, the rates may be increased. If the Client wishes the ownership of the rights to a specific design or concept, these may be purchased at any time for a recalculation of the entire project cost or the hourly rate on the time billed.
The Client is granted rights to use, copy and share the work. The Client does not have the rights to edit or sell the work without the written consent of Consultant.
The Consultant will remain with the rights to use the Work in promotion material. The Client will make sure that this does not damage and/or harm the image of the Client in any way.
12. Intellectual property
Any new items of Intellectual property discovered created or developed by the Consultant within the scope of this project/agreement shall be the full property of the Consultant. Unless these Properties were discovered, developed or submitted, by way of interference of directives, by the Client.
13. Credit Lines
The Consultant and any other creators shall receive a line of accreditation within the work and any editorial usage.
14. Releases
In a scenario where the Consultant uses content that has its own specific license, the Client is to respect this license even after the job is finished. The Client shall indemnify the Consultant against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release, and vice versa.
15. Modifications
Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval.
16. Code of fair practice
The Consultant warrants and represents that, to the best of his/her knowledge, the work assigned here-under is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned form third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Consultant has full authority to make this agreement; and that the work prepared by the Consultant does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of the Consultant’s product that may infringe on the rights of others. Client expressly agrees that it will hold the Consultant harmless for all liability caused by the Client’s use of the Consultant’s product to the extent such use infringes on the rights of others.
17. Limitation of liability
Client agrees that it shall not hold the Consultant or his/her agents or employees liable for any incidental or consequential damages that arise from the Consultant’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused intentional or negligent acts or omissions of the Consultant or Client, any client representatives or employees, or a third party.
18. Term/Termination
This Agreement shall terminate automatically upon completion of the services stipulated in this Agreement. Completion is determined by (written) mutual consent.
19. Disclosure
The Consultant is required to disclose, as much as possible, any outside activities or interests, including ownership or participation in the development of prior Work that conflict or may conflict with the best interest of the current Work.
20. Confidentiality
Some material/information may be sensitive and beneficial to others and therefore the Consultant agrees not to disclose, divulge, or communicate in any manner any information that the Client considers to be sensitive or confidential. The Client should mention clearly what information is considered to be sensitive or confidential. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
21. Non-Compete Agreement
The Consultant agrees and covenants that for a period of 1month following termination of this Agreement, whether voluntary of involuntary, the Consultant will not engage in any business competitive with the Client. This covenant is reserved to the geographical area/region in which the Client operates. The Client agrees that this non-compete provision will not adversely affect the livelihood of the Consultant.
22. Waiver of Contractual Right
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
23. Digital Acceptance of terms
The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of these terms. The Consultant as sender and the client as recipient will acknowledge acceptance of these terms either through an e-mail noting acceptance or acceptance is acknowledged at the beginning of any work on said project. Electronic signatures shall be considered legal and binding.
24. Applicable Law
The laws and regulations of the Netherlands are applicable to this agreement.
Damien A. Schmidt
DASTRU Consulting
(The Consultant )