Brand Design Contract

  
This agreement is made on the day of the first payment (see invoice) between

You

(hereinafter "Client")

and 

Studio Zash LLC
EIN 384313888
175 SW 7th Street Suite 1517 - 860 Miami, FL 33130
UNITED STATES
(hereinafter "Business Owner")
 
At Studio Zash, we pride ourselves on doing our absolute best in delivering quality and functional designs to fulfill our client's needs. However, it remains necessary to ensure a few simple things are outlined on paper should any unforeseen questions or issues arise. We have written this contract in simple language, avoiding legal terms to make it easy for both parties involved to understand. Our goal is to maintain clarity throughout in order for you to fully know and understand what services you are agreeing to upon signing.


AGREEMENT
I,CLIENT , am hiring VELIA TANCREDI, acting under Studio Zash LLC to design and develop a brand for the total estimated of $1,00.00 or $3,000 depending on the Branding Package I've chosen. I acknowledge that the price I receive is based on an assessment of the information I have provided to Studio Zash on the date of this contract and is only an estimate. I further acknowledge that if Studio Zash determines additional work not documented in the attached Statement of Work is needed, the cost will be impacted. I will, however, have the opportunity to review and approve any additional charges prior to Studio Zash moving forward with the project.

Branding
Includes:
Revisions
Mood Board
Main Logo
Secondary Logo
Color Palette
Type Suite (3-4 Typefaces)
& more

I agree to the terms and conditions of this contract.

WHAT DO BOTH PARTIES AGREE TO DO?

As our client, you have the power to enter into this contract on behalf of your company or organization. Upon doing so, you are agreeing to provide us with everything necessary to complete the project including logo, text, images, link(s) to social media, hosting credentials, and any other information needed, upon request, in the required format. I wish to avoid any delays. Deadlines work both ways. You, as well, will be bound by any dates/timelines we set forth. You also agree to adhere to the payment schedule outlined in this agreement. I have the experience and ability to perform the requested services and will carry out our work in a professional and timely manner. I cannot be held responsible for a missed website launch date or deadline if you have not provided all content and/or revisions on time. I reserve the right to delay project completion to my next available date if you miss a project deadline. 

ENGAGEMENT AND DELIVERABLES

The estimated time required to complete your brand is 5to10 days. I will commence the work ONLY after I have received a signed contract and the non-refundable initial deposit. Please, keep in mind I rely on you and your team to provide me with the necessary assets (including but not limited to website text(copy), photos, social media links, products, pricing, etc.), and approvals in order for us to work on your brand, and to avoid impacting your brand launch date. 
The timeline of your project and the proceeding and following weeks are to go as follows:
A) After your contract is signed, we will send you over a Notion board with everything you need to start gathering content for your brand. The content requested in the board are due a minimum of one week before your scheduled design slot.


B) For a brand design, we take all of your design inspiration along with your copy and pictures you have provided and we begin to build out your brand in the next 3 to 8 days this will give you 2 days to ask for any revisions you want.


C) Additional revisions may be done after your design timeline has ended, however, they will be subject to an hourly rate until all edits are complete.


D) By 5:00pm EST of the 5th or 10th day of design, if no edits are left then the website will be considered complete and any additional revisions after the fact will be subject to the hourly rates discussed above.

TERM


This contract is active from the time you make the deposit payment and accept the terms and conditions until the completion of the design and all revisions on the brand. This will encompass signing the contract and submitting it, the time between signing and your start date which will include a number of interactions from calls to prep work, your scheduled design time. Any renewal or extension of the term must be discussed and agreed upon by both parties. 


DESIGNER CONFIDENTIALITY


Over the course of Studio Zash's design process, we will require access to and create potentially confidential and proprietary information and documents. This can include but is not limited to your personal information (logins, emails, etc.)  company and employee information, financial statements and records, supplier and vendor information, etc. Studio Zash acknowledges and agrees that such information is and is to remain confidential and will not be disclosed with any third parties whatsoever unless explicitly requested by you. Upon completion of services, termination of this contract or request by you Studio Zash will return all confidential information to you immediately.


CLIENT CONFIDENTIALITY


Over the course of Studio Zash's design process, you will acquire access to and potentially confidential and proprietary information and documents. This can include but is not limited to Studio Zash's personal information (logins, emails, etc.)  company and employee information, financial statements and records, supplier and vendor information, etc. You acknowledge and agree that such information is and is to remain confidential and will not be disclosed with any third parties whatsoever unless explicitly requested by us. Upon completion of services, termination of this contract or request by Studio Zash you will return all confidential information to us immediately.


ERROR REVIEW

I provide you with a 2-week window from the date of brand completion for error review. This does not include new brand revisions, but errors that may have occurred during migration. This includes but is not limited to fixing logo sizes, updating text, packaging sizes, and other issues as such. It is your responsibility as the client to review your brand files during this time and point out any errors to be corrected. Any error that you find after the 7 days, will be charged at the current hourly rate at the time of you inquiring.


Please note: We are not your long-term graphic design support. We will be happy to help you however we can, but any support outside of your 2-week follow-up period will be subject to being charged at our hourly rate at the time of you inquiring.

STATEMENT OF WORK

I’ve prepared the price quote (refer to the proposal) based on everything we have discussed or that you have picked on your own, including any correspondence via email, in-person, virtual proposal forms, or phone calls. The breakdown is outlined in the Package Proposal document which includes the scope of work, project objectives, tasks, deliverables, certain terms, conditions, and requirements as well as payment of the project. I am only responsible for the items outlined in the Package Proposal. Items not included in the Statement of Work are not a part of the project nor have they been included in the quoted cost. If you have any additional feature requests, changes in tasks, changes in deliverables, or any scope modifications, beyond what was agreed on in the original Package Proposal, additional billable time will be incurred to you, the client, at the current hourly rate at the time of you requesting to hire us.
REVISIONS

The price estimate includes time for revisions, and that will not exceed 10% of the total budget of web development time. Should you request additional revisions beyond what is included, or that exceed the allocated time, you will receive an email notification from me requesting a confirmation that you wish to proceed with said revisions and agree to be billed at our current hourly rate at the time of you requesting to hire us. After I have received your confirmation, I will proceed.
RESCHEDULING

We understand that sometimes life happens, and things don't go as planned. Therefore, if the need does arise to reschedule your project, the provisions set forth are as follows:
A.) There will be no penalty to reschedule your project if it is at least 4 weeks ahead of your scheduled design date. This will give us plenty of time to shuffle around the schedule, and make your original design date(s) available to other paying clients.
B.) If you must reschedule your project within 4 weeks of your design date, you will owe a $500 rescheduling fee unless we are able to find another client to take your designated dates. We will do our best to find another client to switch dates with you if needed.


ALLOWANCES

You’re responsible for the cost of any outside paid assets. This is included but not limited to hosting, domains, SSL certificates, third party plugins, stock images, and premium fonts. In addition, I cannot be held liable for the functionality of third part plugins or software, recommended or otherwise.
LICENSE

By signing this contract, you grant Studio Zash a personal, non- transferable, non-sub licensable and fully revocable license to market your deliverables and use your logos, trademarks/trade names, project, and similar identifying material if said material was made by or used in the design process by Studio Zash.
EXCLUSIVE DESIGN CREDIT

Studio Zash LLC reserves the right to apply the text “Designed by Studio Zash” at the bottom of your website. Should you wish to remove the credit, a fee of $250 will apply. Removal of my name does not mean surrendering my design credit to any other party. Without my expressed consent, you agree that “Designed by Studio Zash” will be visibly displayed on your site acknowledging design credit for as long as the website design remains in place.
STYLE RELEASE

By signing this contract you warrant that you have reviewed Studio Zash's previous works and have a reasonable expectation of your website's outcome. We will use all of our efforts and design knowledge acquired up to your scheduled design time to produce a website that is satisfactory for you. You also acknowledge that given your specific tastes and requests that your website will not mirror or imitate any other websites, made by Studio Zash or not. As a website designer and provider of services, Studio Zash reserves the right to make design decisions to make a satisfactory website for you and does not have to strictly adhere to every suggestion made by you. This also encompasses that given your variable needs and abilities (budget, type of business, involvement in the design process, etc.) will also play into the final product. This all meaning that if you are dissatisfied with your website but do not inform us in the parameters of your design process, you are not able to terminate this agreement or request any form of reimbursement. 
NON-DISPARAGEMENT


The Parties agree that they shall not disparage, criticize, or defame the other Party, its affiliates and their respective affiliates, directors, officers, agents, partners, stockholders or employees. Nothing in this section applies to any evidence or testimony required by any court, arbitrator or government agency.

WARRANTIES AND REPRESENTATIONS

By signing this contract both you and Studio Zash agree that the other party is free to enter this agreement and by doing so does not violate any separate agreements made to each other or third parties. You warrant that you own and have the right to use any and all content created for you by Studio Zash. We disclaim liability for any content violating any rights of third parties.
FORCE MAJEURE
In the duration extraordinary event that is out of the parties control, if either party is unable to follow through with any services or obligations agreed upon, that party is to be excused from doing so until the pendency of such cause is over. This includes but is not limited to fires, natural disasters, medical emergencies, global pandemics, stolen properties, etc. Payments are not included in these parameters since it is in most cases not caused by outside forces.
INDEPENDENT CONTRACTOR
Studio Zash is an independent contractor and is not categorized as an employee or agent of you or your business. You acknowledge and agree that we are solely responsible for how we perform under this contract. You also acknowledge and agree that we work with multiple clients with similar contracts. We are responsible for withholding and payment of all taxes and other assessments arising from our services. Studio Zash is not entitled to participate in any employee benefit plans by you or your business. This agreement does not subject Studio Zash to be in any partnership, association or employment relationship with you or your business. Neither party has any binding obligations to act for or on behalf of the other party or make agreements or representations for the other party. You are also not to control the manner in which Studio Zash goes through the design process.
ASSIGNMENT
This Agreement is personal to each of the Parties. No rights or obligations may be assigned or delegated by either Party at any time, unless such assignment is in writing and signed by both Parties.
WAIVER
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no waiver by either Party of any breach of, or of compliance with, any condition or provision of this Agreement by the other Party shall be considered a waiver of any
SEVERABILITY
If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.
MERGER AND FINAL AGREEMENT
This Agreement constitutes the final, exclusive agreement between the Parties. All earlier and contemporaneous agreements, negotiations, understandings, representations, and warranties between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
AMENDMENT
The Parties may amend this Agreement only by the Parties’ written consent pursuant to the notice provided in this Agreement.
NOTICE
All notices, claims, and demands made under this Agreement must be in writing and addressed to the other Party at the email address set forth upon signing. A notice by a Party is effective only if the Party giving the Notice has complied with the requirements of this Section.
INDEMNIFICATION
You hereby agrees to indemnify, defend and hold harmless Studio Zash, our affiliates, employees and agents from and against any and all third-party suits, claims, demands, causes of action, liabilities, damages, judgments, losses, costs and expenses, including reasonable legal expenses and attorney’s fees, to the extent such losses result from any breach of the Agreement or applicable law by you or breach of contractual or fiduciary obligation owed by it to a third party.
LIMITATION OF DAMAGES
Not withstanding any damages that you may incur, Studio Zash’s entire liability under this Agreement, and your exclusive remedy, will be limited to the amount actually paid by or on your behalf to Studio Zash under this Agreement for all services rendered through and including the termination date. Neither Party shall, under any circumstances, be liable to the other Party for consequential, incidental, indirect or special damages, including but not limited to loss of actual or anticipated profits or income, punitive damages, loss of revenue; loss of contracts; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data; or any indirect or consequential loss, whether such loss or damage was foreseeable or in the contemplation of the Parties.
SURVIVAL
The termination of this Agreement shall not affect any accrued rights or liabilities of the Parties or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Italy without giving effect to any choice or conflict of law provision or rule.
MEDIATION
In the event a dispute shall arise between the Parties that is related to or arises out of this Agreement, the Parties agree to attempt to resolve the dispute through mediation. The mediation will take place in Italy or remotely via Zoom. For a mediation, the Parties will agree to use commercially reasonable efforts to begin the mediation within [15] business days of the selection of the mediator and to conclude the mediation with [30] days of the start of the mediation. The costs of the mediation will be equally split between the Parties. If the Parties fail to agree at the completion of the mediation, either Party may commence legal proceedings to resolve the dispute.

PAYMENT AGREEMENT

The price for your project is noted above. You also have the options of paying in full for the website or paying for it over multiple months with the payment plan you selected. The initial deposit does not constitute a credit, and therefore cannot be used toward my other services. You are accountable for the full balance of your contract whether you decide to complete the website or not.
*All payments are to be paid through Thrivecart . If you are having trouble accessing the link to pay or cannot pay through Thrivecart for some reason, please contact us immediately to resolve the issue.*

LATE PAYMENT PENALTY FEE

Any missed payment due date will result in a late fee penalty payment. You will owe an additional 10% of the full missed payment for every week your payment is late. This late fee penalty payment will continue compounding in perpetuity until you pay the full balance of your missed payment, including all additional late fee payments. 
*All payments are to be paid through Thrivecart . If you are having trouble accessing the link to pay or cannot pay through Thrivecart for some reason, please contact us immediately to resolve the issue.*

CHARGEBACKS

In the case of filing for a refund prior to attempting a chargeback with your financial institution, you will still be financially responsible for any payments due if payments with said institution are disputed. If a chargeback is attempted, you are agreeing to give up any and all deliverables or properties afforded in exchange for services purchased. Studio Zash reserves the right to present proof of purchase along with this agreement to your financial institution.
BUSINESS HOURS

Studio Zash's business operating hours are Monday-Friday 8AM-5PM CEST. All emails, messages, or questions will be acknowledged and responded to within 24 business hours of being received. If Studio Zash is contacted during the weekend, a response will be given on the following business day. 

CLIENT TERMINATION

At any point in time, if Studio Zash LLC feels that the client is not a good fit or is contributing to the overall detriment of Studio Zash LLC, we reserve the right to terminate the service agreement and relationship with the client. The client does not reserve the right to terminate this agreement.
 
Client Signature:
I agree to the terms and conditions of this contract by paying my First deposit.


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