ARTCAST STUDIO

Terms and Conditions for Design Services

1. PARTIES

These Terms and Conditions ("Agreement") constitute a legally binding contract between:

• Service Provider: ARTCAST STUDIO, operated by Joel Crampton ("Designer")

• Client: The individual or entity engaging ARTCAST STUDIO's services ("Client")

  
  

2. SERVICES

ARTCAST STUDIO provides graphic design services for apparel and related products, which may include but are not limited to:

• Custom graphic design for clothing and accessories

• Logo design and brand identity development

• Pattern and textile design

• Technical specifications for manufacturing

• Print preparation files

• Digital mockups of finished products

• Derivative apparel graphics

  
  

3. PROJECT PROCESS

3.1 Initial Consultation

• The Designer will consult with the Client to understand their needs, vision, and requirements.

• The Client agrees to provide clear direction and reference materials as needed.

3.2 Proposal and Quote

• Based on the consultation, the Designer will provide a written proposal including scope of work, timeline, and cost estimate.

• Quotes are valid for 30 days from the date of issue.

3.3 Design Process

• Upon acceptance of the proposal and receipt of the initial payment, the Designer will begin work.

• The Client will receive design concepts as specified in the proposal.

• The Client is entitled to request revisions as outlined in section 4.

3.4 Final Deliverables

• Upon approval of the final design and receipt of final payment, the Designer will provide deliverables in agreed-upon formats.

• Unless otherwise specified, standard deliverable formats include high-resolution JPG, PNG, PDF, and AI/PSD source files.

• Files will be delivered to an online repository determined by Designer.

  
  

4. REVISIONS AND ALTERATIONS

4.1 Included Revisions

• Each project includes up to 2 rounds of revisions based on the Client's feedback.

• A "round" constitutes a set of changes requested at a single time.

• Client shall provide constructive feedback within two days of receipt.

4.2 Additional Revisions

• Revisions beyond those included will require additional project-based quotes.

• Substantial changes to the project scope may require a new proposal and additional fees.

4.3 Client Responsiveness

• The Client agrees to provide feedback within 7 business days of receiving designs.

• Projects inactive for more than 30 days due to Client unresponsiveness may be considered abandoned and subject to cancellation fees.

  
  

5. FEES AND PAYMENT

5.1 Fee Structure

• The Designer charges project-based flat fees as specified in the proposal, which may include monthly retainer options.

• All fees are quoted in GBP, USD, or AED as agreed with the Client and do not include applicable taxes.

5.2 Payment Schedule

• 50% non-refundable deposit required before work begins

• Remaining 50% due upon project completion and before delivery of final files

• For retainer arrangements, payments are to be made monthly on agreed dates

• For larger projects, intermediate payments may be required as outlined in the proposal

5.3 Payment Methods

• The Designer accepts payment via BANK TRANSFER and STRIPE.

• Late payments are subject to a 20% monthly interest charge.

5.4 Non-Refundable Payments

• Payments made to the Designer are non-refundable under any circumstances, including but not limited to the termination of this Agreement for whatever reason.

5.5 Late Payment Consequences

• Without prejudice to any other right or remedy, if the Client fails to pay the Designer any sums on the due date, the Designer may:

  • Suspend all Services until payment has been made in full

  • Claim interest on any late payment allowed by legislation

  • Terminate the Agreement with immediate effect

  • Refer missed payments to a debt collection agency with associated fees charged to the Client

    
    

6. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

6.1 Client Content

• The Client warrants that all content, images, logos, and information provided to the Designer are owned by the Client or properly licensed.

• The Client shall indemnify the Designer against any claims resulting from the use of Client-provided materials.

6.2 Ownership Transfer

• Upon receipt of full payment, the Designer transfers to the Client exclusive rights to the final approved designs for the purposes specified in the proposal.

• All Services developed or prepared by Designer shall become the property of the Client and deemed "Work Product" provided that:

  • The Services are produced in final form (ready for delivery)

  • The Client has paid all fees for the Services

6.3 Designer's Rights

• Designer shall retain all right, title and interest in and to any designs, processes, specifications, methodologies, know-how, and skills owned, acquired or developed by Designer, whether incorporated in, prior to or independently of, or not in connection with the Work Product.

• The Designer reserves the right to display completed work in their portfolio, website, social media, and other promotional materials unless a confidentiality agreement is signed.

• The Designer retains the moral rights to be identified as the creator of the work.

6.4 Third-Party Elements

• Any third-party elements (stock images, fonts, etc.) used in the designs may be subject to separate licensing terms which will be disclosed to the Client.

  
  

7. MARKETING RIGHTS

7.1 Designer's Marketing Rights

• Client grants Designer the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of Designer and a brief scope of services provided.

7.2 Portfolio Usage

• Client grants Designer a perpetual, royalty-free, non-terminable license to use, publish, and exhibit, on the internet and in other publications, the Work Products in whole or in part, solely to promote ARTCAST STUDIO's business.

  
  

8. CONFIDENTIALITY

8.1 Confidential Information

• Both parties agree to keep confidential any proprietary or sensitive information shared during the project.

• This includes business strategies, customer information, unreleased product designs, and pricing structures.

• 'Confidential Information' means all information of a confidential nature which relates to the Purpose and is received or acquired by either Party and also includes Trade secrets, as defined under applicable laws.

8.2 Duration

• Confidentiality obligations remain in effect for 1 YEAR after project completion.

8.3 Permitted Disclosures

• Either Party may disclose Confidential Information to:

  • Any subcontractor or supplier of that Party

  • Any governmental or other authority or regulatory body

  • Any employee or officer of that Party or of any of the aforementioned persons

  • To such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law

    
    

9. TIMELINE AND DELIVERY

9.1 Project Timeline

• Estimated completion dates are provided in good faith but are not guaranteed.

• Timelines may be adjusted based on Client feedback turnaround and revision requests.

• The Designer may provide the Services at such times and on such days as the Designer shall decide but shall ensure that the Services are provided as necessary for proper performance.

9.2 Delays

• The Designer will notify the Client of any anticipated delays.

• Delays caused by the Client (late feedback, additional revisions, etc.) may affect the project completion date and shall not be the responsibility or fault of Designer.

  
  

10. CLIENT'S OBLIGATIONS

10.1 Information and Support

• The Client shall provide all pertinent support and information to Designer that is necessary for Designer's provision of the Services.

10.2 Timely Communication

• In the event that Designer requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services, the Client shall provide the same in a reasonable and timely manner.

10.3 Third-Party Permissions

• If any consents, licenses, or other permissions are needed from any third Party, it shall be the Client's responsibility to obtain the same in advance of the provision of the Services.

  
  

11. METHOD OF PERFORMING SERVICES

11.1 Designer's Initiative

• The Designer is a professional who will use their own initiative as to the manner in which the Services are delivered provided that in doing so the Designer shall cooperate with the Client and comply with all reasonable and lawful requests of the Client.

11.2 Independent Contractor Status

• Each Party is an independent contractor and shall not be deemed an affiliate, employee, agent, subcontractor, authorized representative, partner, or joint venturer of the other Party.

• Neither Party has any right to act on behalf of the other nor to represent that it has such right or authority.

  
  

12. LIABILITY AND INDEMNITY

12.1 Designer's Remedial Action

• In the event that Designer fails to perform the Services with reasonable care and skill, it shall carry out any necessary remedial action at no additional cost to the Client.

12.2 Limitation of Liability

• The Designer's liability is limited to the amount paid for the services.

• Subject to clause 12.3, neither Party shall under any circumstances be liable for:

  • Loss of profit, sales, revenue, or business

  • Loss of anticipated savings

  • Loss of or damage to goodwill

  • Loss of agreements or contracts

  • Loss of use or corruption of software, data or information

  • Any loss arising out of the lawful termination of this agreement

  • Any loss that is an indirect or secondary consequence

12.3 Exceptions to Limitation

• Nothing in this agreement shall limit or exclude the liability of either Party for:

  • Death or personal injury caused by its negligence

  • Fraud or fraudulent misrepresentation or willful default

  • Any matter in respect of which it would be unlawful to exclude or restrict liability

12.4 Force Majeure

• Neither Party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any obligations if the delay or failure is due to any cause beyond that Party's reasonable control.

  
  

13. CANCELLATION AND TERMINATION

13.1 Term

• This Agreement will commence on the Effective Date and will continue for the period specified in the proposal or until earlier terminated in accordance with this Agreement.

13.2 Termination by Notice

• Either Party may terminate this Agreement by giving to the other not less than 30 days written notice.

13.3 Immediate Termination

• Either Party may immediately terminate this Agreement by giving written notice if:

  • Any sum owing is not paid at the due date for payment

  • The other Party commits any breach of the provisions of this Agreement and fails to remedy it within 7 business days if the breach is capable of remedy

  • An encumbrancer takes possession, or makes any voluntary arrangement with creditors, becomes subject to administration order, liquidation, or threatens to cease business

13.4 Effects of Termination

• Upon termination:

  • Any sum owing shall become immediately due and payable

  • All relevant clauses shall remain in full force and effect

  • Each Party shall immediately cease to use any Confidential Information

  • The Client will receive all completed work that has been paid for

  • No rights to incomplete work or concepts will transfer to the Client

    
    

14. DISPUTE RESOLUTION

14.1 Negotiation

• Parties agree to attempt to resolve any disputes through good-faith negotiation between appointed representatives who have authority to settle disputes.

14.2 Mediation

• If negotiation fails, disputes will be submitted to mediation under the rules of the Civil Mediation Council of the UK.

14.3 Arbitration/Litigation

• If mediation is unsuccessful, disputes will be resolved through binding arbitration or litigation in the courts of the United Kingdom.

14.4 Governing Law

• This Agreement is governed by the laws of the United Kingdom.

  
  

15. GENERAL PROVISIONS

15.1 Third Parties

• No part of this Agreement is intended to confer rights on any third parties.

15.2 Waiver

• No failure or delay by either Party in exercising any rights shall be deemed a waiver of that right, and no waiver of a breach shall be deemed a waiver of any subsequent breach.

15.3 Notices

• All notices under this Agreement shall be in writing and addressed to the most recent address or email address notified to the other Party.

15.4 Entire Agreement

• This Agreement contains the entire understanding between the Parties and supersedes all prior agreements.

15.5 Severability

• If any provision of this Agreement is found to be unlawful or unenforceable, that provision shall be deemed severed from the remainder which shall remain valid and enforceable.