Design Day Agreement

This Agreement is between Hirschi Creative, (hereafter “Company”), and you (hereafter “Client”) (collectively the “Parties”), for the purpose of Client hiring Company for design work. This Agreement shall become effective upon the date deposit is made.

The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.

1. Scope of Work

By submitting this Agreement, Company agrees to perform the following for Client: Up to seven hours of design work, performed in one day. Specific duties to be determined by the Client & Designer together, as well as up to 1 hour of prep work prior to the Intensive, and period of 14 days post-project where the Designer agrees to offer email support for questions or concerns about the work we complete together. This support period does not include new design work as this would need to be added on separately. Work will normally occur between the hours of 9am - 4pm MT on the Client's specified project date, to be confirmed by both parties. This timeframe can be adjusted if agreed upon in writing by both the Client & Designer to adjust for time zone differences.

Client is responsible for all other duties as outlined in Section 6. All project files will be delivered via a Google Drive Folder, created by Hirschi Creative. Parties agree to use the website "Asana" for ongoing project tasks and deadlines as well.

2. Project Schedule

The actual "Design day" will be chosen by the Client AFTER deposit is made and cannot take place until full payment is made. The company will not allow the day to be scheduled before needed content is produced.

3. Fees

The actual "Design day" will be chosen by the Client AFTER deposit is made and cannot take place until full payment is made. This can be paid or split into two installments, with the first due to reserve your spot & the second automatically withdrawn by the payment processor one month after the initial deposit payment. Full payment is due before work commences. Client agrees to the rate of $1,200 for the design day.

Client shall reserve Company’s services by accepting these conditions along with a non-refundable, non-transferable reservation retainer of the entire fee. No project is reserved until the contract and retainer are received. Any invoice not paid in full within 5 days of receipt will be charged a $75.00 late fee and will accrue an additional 1% of the unpaid invoice amount every day thereafter. In the event Client fails to remit payment as specified, Company shall have the right to immediately terminate this Agreement with no further obligation, retain any monies already paid as liquidated damages, and may not remit the final, design to Client. Client understands that payments are due on a specific date, and not by project deliverables. Anything outside the scope of the original agreed design will be an additional fee to book more time with Company. The fees in this Agreement are based on Company’s current design pricing at the time of booking. The price list is adjusted periodically, and future bookings will be charged at the prices in effect at the time.

Refunds

This purchase is non-refundable, but may be rescheduled to another date or applied to a different service offering with written notice within 7 days of the scheduled intensive date. If emergent circumstances occur for either Party or require the date to be rescheduled after the 7 day window has passed, the Designer can, at their discretion, schedule a new date with the Client within a 90-day period of the original intensive date. If a new date is not secured within that 90-day period, the deposit will be forfeited & the intensive cancelled.


4. Delays to Project Schedule

Client and Company understand that keeping with the Project Schedule produces the best results. Client and Company understand that the design day, once chosen, cannot be moved with less than 7 days, except for "acts of God". Design day MUST be scheduled within two months after the project start date. If Client does not respond within thirty (30) days, Company may move project dates to accommodate other clients. A re-start fee of $250 will be due to begin work again in addition to the fees above. Work must begin within twelve (12) months of the original start date. Company will notify Client of current availability to re-start project.

5. Client Responsibilities Client understands and agrees that it is his/her responsibility to get all requested materials, copy, images, and graphics to Company by the deadlines indicated in Section 2. Client understands that it is his/her responsibility to provide Company with reviews on the design content and provide feedback after revisions are sent on the design day.

7. Company Responsibilities Company will meet all project deadlines outlined Section 2. Company will create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. Company is not responsible for the backup, storage, and products provided.

8. Project Scope Company recognizes that Client may have new ideas to include in the design and Company will work to accommodate Client to the best of its ability. The nature of the design day is that we will get done everything we can, but there are no guarantees. We work from your pre-determined list and get done all that we can.

9. Editing Revisions Client is required to be available on the chosen design day to respond and give feedback on designs. If more work is required to get a certain project done, the client understands more time needs to be purchased.
10. Final Delivery All files that are required for the design to will be uploaded to Clients google drive within one (1) business day after Client’s design day, and after Client has paid all Company outstanding invoices including any final payment due.

11. Client and Company Copyright and Trademark Rights to the Design All designs by Hirschi Creative, are its property, will remain its property, and are protected by United States Copyright Laws (USC Title 17). Client is given a limited, perpetual, exclusive license-to-use the design for his/her own business purposes only and shall not sell or use the design for commercial purposes. Client may edit the original design to his/her liking but shall not alter the design so as to be completely different than the original version without the express written permission from Company. Violators of this federal law will be subject to civil and criminal penalties. Company shall not use the complete, unique design in totality in the future or resell the design for commercial use without express consent from Client. However, Company may use similar elements from the design in future design projects in its sole discretion. Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party. Company agrees that any trademarks created by Company for the Client in the process of fulfilling this Agreement are assigned as the sole property of Client.

12. Reimbursements Client will reimburse Company for costs that are incurred in order to complete the project, including, but not limited to, charges for design usage fees and license fees, stock photography, font licensing, plugin licenses, web hosting, or other third party services. Company will include these charges in its invoices due seperately from the initial invoice.

13. Errors and Omissions Company will use its best efforts to prevent errors and omissions in the design. If such errors or omissions occur, Client agrees to notify Company immediately, and Company will correct them without charge. Client agrees to relieve and hold Company harmless from all liability involved with potential errors and omissions.

14. Materials Provided by Client Where Client provides Company materials in the course of the project, Client guarantees that he/she owns them or has been given permission to use them. Ownership of these materials will remain with Client (or the persons who licensed them) at all times. Client grants Company a royalty-free license to use them for the project and to retain copies in Company business records. Company shall not be responsible for any damage or consequences if the materials Client provided infringe someone else’s rights or are unlawful or illegal. Client will indemnify Company for such occurrences. Designer continues to own any and all baseline template designs it may have created prior to this Agreement. Designer will further own any template designs it may create as a result of this Agreement.

Client grants permission for Designer to display the design work created in portfolios or promotional displays showcasing the designer’s work, provided it does not reveal any proprietary or confidential information.

15. Software and Fonts Company software and fonts used for the project remain Company’s property and will not be released to Client.

16. Artistic Style Client has spent a satisfactory amount of time reviewing Company’s work and has a reasonable expectation that Company will perform the services in a similar manner and style as indicated on Company’s website, social media, and galleries, unless otherwise specified within this Agreement. Client understands and agrees that: i. Every client is different, with different tastes, budgets, and needs. ii. Brand design services are often a subjective art and Company has a unique vision, with an ever-evolving style and technique. iii. Company will use its artistic judgment when providing design services for Client, which may not include strict adherence to Client’s suggestions. iv. Although Company will use reasonable efforts to incorporate Client’s suggestions and desires when providing Client with the services, Company shall have final say regarding the aesthetic judgment and artistic quality of the services. v. Dissatisfaction with Company’s aesthetic judgment or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.

17. Confidentiality Company shall not (i) disclose to any third party any details regarding the business of the Client that it comes upon during the course of providing design services, including, without limitation the names of any of its customers, the prices it obtains, the prices at which it sells products, its manner of operation, its plans, its strategies, any of the Client’s trade secrets or any other information pertaining to the business of the Client (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client or (iii) use Confidential Information other than solely for the benefit of the Client.

18. Third-Party Vendors Company may purchase or license from third party vendors materials used in Client’s project (including source code, work-up files, software programs, photographs, illustrations etc.). Where Company licenses such material, the intellectual property rights in the licensed material remain the property of the third-party vendors.

19. Work Relationship Client and Company agree and understand that Company is an independent contractor. No portion of this Agreement or any previous or subsequent dealings should be interpreted as establishing or attempting to establish an employer-employee relationship. Client agrees to provide a 1099-MISC form to Company at the end of the year if necessary.

20. Website Terms and Conditions and Privacy Policy Requirements Client understands and agrees that it is his/her sole responsibility for placing website terms and conditions and website privacy policies on the website. Company will only create the pages for Client. Client has the sole duty and responsibility to ensure all website terms and conditions and privacy policy legal documents comply with state and federal laws. Company shall be held harmless for any failure of Client to place necessary legal documents on their website.

21. Disclaimer of Warranties Company shall create a design for Client’s purposes and to Client’s specifications. DESIGNER DOES NOT REPRESENT OR WARRANT THAT SAID design WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. DESIGNER HAS NO RESPONSIBILITY TO CLIENT IF THE design DOES NOT LEAD TO CLIENT’S DESIRED RESULT(S).

22. Guarantees Company does NOT guarantee that design services will provide any specific outcome, such as monetary gain or increased SEO/site visitation, to Client’s business.

23. Cancellation Client or Company may cancel this contract at any time, by informing the other party in writing at least thirty (30) days in advance. Company reserves the right to cancel its project with Client in the event of communication issues or numerous delays. In the event of cancellation, Client agrees to pay Company for any outstanding work completed.

24. Non-Disparagement Company and Client agree that, at all times during this Agreement and in perpetuity, they shall use reasonable and good faith efforts to ensure that neither party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of one another. The Parties further agree to do nothing that would damage the others business reputation or good will; provided, however, that nothing in this Agreement shall prohibit either party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.

25. Communication Company’s office hours are Mondays and Thursdays. Company’s primary source of communication is through its email amy@hirschicreative.com. Company will respond to Client’s emails within those office hours, and no more than 72 hours after Client emails Company. Hirschi Creative team members are allowed and encouraged to work when fits their schedule best. You may recieve emails outside of office/business hours, and we fully accept your replies for when works best for you.

26. Maximum Damages The sole remedy for any actions or claims by Client shall be limited to a refund, the maximum amount not to exceed the total monies paid by Client under this Agreement.

27. Limitation of Liability In no event shall Company be liable under this Agreement to Client or any other third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Client was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

28. Indemnification Client hereby agrees to indemnify, release, discharge and hold harmless the Company, its heirs, legal representatives, assigns, employees or any persons or corporations acting under permission or authority of the Company from and against any liability or claims arising as a result of any work done related to this Agreement.

29. Force Majeure No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within 7 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 days following Notice given by it, the other party may thereafter terminate this Agreement upon Notice. The retainer and all other payments made by Clients up to the date of Notice of a Force Majeure Event are non-refundable. In the event this Agreement is terminated due to the impossibility of the Impacted Party to cure its performance obligations, such payments shall be credited to Clients’ account and must be used within 12 months from the date of Notice of the Force Majeure Event.

30. Cancellation of Services by Company In the event Company determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, pregnancy, military orders, religious obligations, or other personal emergencies, it will: 1. Immediately give notice to Client; 2. Issue a refund or credit based on a reasonably accurate percentage of services rendered; and 3. Excuse Client of any further performance and/or payment obligations under this Agreement.

31. Entire Agreement This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between Company and Client, and any modifications must be in writing, signed by both Parties, and physically attached to the original agreement.

32. Venue and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of Utah including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement shall be resolved exclusively in a federal or state court of competent jurisdiction located in Davis County, Utah. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement should it become necessary.

33. Arbitration Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided by arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Davis County, Utah, unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.

34. Severability & No Waiver In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this agreement.

35. Transfer This agreement cannot be transferred or assigned to any third party without written consent of both Parties.

36. Headings Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.

37. Notice Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent: Company’s Email: [account] Email address; Client’s Email: [contact] Email address.

38. Counterparts; Facsimile Signatures A copy of this Agreement may be executed by each individual/entity separately, and when each has executed a copy thereof, such copies, taken together, shall be deemed to be a full and complete agreement between the Parties. The Parties agree that a facsimile copy (electronic copy) of this Agreement, which contains the Parties’ signatures, may be used as the original. Signatures Each party has read, understands, and agrees to the terms and conditions of this Agreement.