Standard Design Service Terms and Conditions for California

These terms and conditions (the "Agreement") govern the provision of design services ("Services") by Bleau De Mer, LLC ("Designer") to the client ("Client"). By engaging the Designer for Services, the Client agrees to be bound by these terms.

1. Definitions

    "Deliverables": All final creative work produced by the Designer for the Client, including but not limited to, designs, layouts, illustrations, graphics, text, and specifically, final PDF files.

    "Project": The specific design work agreed upon by the Designer and Client, as outlined in a separate proposal, estimate, or statement of work.

    "Working Files": Intermediate design files, drafts, layered files (e.g., PSD, AI, INDD), and any other materials used by the Designer in the creation of the Deliverables. These are not typically provided to the Client.

2. Scope of Services

    2.1. Project Agreement: The Designer will provide the Services as detailed in the agreed-upon proposal, estimate, or statement of work (the "Project Agreement"). Any changes to the scope of work must be agreed upon in writing by both parties and may result in additional fees and extended timelines.

    2.2. Deliverables: The Designer will deliver the final designs primarily in PDF format, as specified in the Project Agreement. Other formats may be provided upon request and agreement, potentially incurring additional charges.

    2.3. Revisions: The Project Agreement will specify the number of rounds of revisions included in the quoted price. Additional revisions beyond those specified may be charged at the Designer's hourly rate.

    2.4. Exclusions: Unless explicitly stated in the Project Agreement, the Services do not include:

        Printing services

        Working files or editable versions of the Deliverables (unless purchased separately and subject to separate agreement).

3. Client Responsibilities

    3.1. Provision of Content: The Client agrees to provide all necessary information, content (text, images, logos, etc.), and approvals in a timely manner. Delays caused by the Client's failure to provide content or approvals may result in project delays and additional fees.

    3.2. Accuracy of Information: The Client is responsible for the accuracy and legality of all information and content provided to the Designer.

    3.3. Review and Approval: The Client is responsible for thoroughly reviewing all drafts, proofs, and Deliverables. Approval of a Deliverable signifies the Client's acceptance of the design and release of the Designer from further responsibility for errors or omissions within that Deliverable.

    3.4. Rights to Materials: The Client warrants that they have the necessary rights, permissions, and licenses to use any content provided to the Designer for incorporation into the designs, and that such content does not infringe on the intellectual property rights of any third party.

4. Fees and Payment

    4.1. Payment Schedule: Fees will be outlined in the Project Agreement. A 50% non-refundable deposit is required upfront to commence work, with the remaining balance due upon project completion or according to a pre-agreed milestone schedule.

    4.2. Invoices: Invoices will be issued by the Designer and are due within 2 days of the invoice date.

    4.3. Late Payment: A late payment fee of [specify a compliant rate, e.g., 10% per annum on the overdue balance, calculated monthly, or a flat fee, ensuring compliance with California's usury laws. Your attorney will specify the legally permissible rate and advise on the feasibility of a 2-day term for late fees to apply] may be applied to overdue balances after [1] day from the due date.

    4.4. Additional Expenses: The Client agrees to reimburse the Designer for any pre-approved out-of-pocket expenses, such as the purchase of specific stock photos, fonts, or software licenses required for the Project.

    4.5. Taxes: All fees are exclusive of applicable sales taxes, which will be added to invoices where required by California law.

5. Intellectual Property and Usage Rights

    5.1. Designer's Ownership of Working Files: The Designer retains all intellectual property rights to all Working Files, concepts, and preliminary designs not selected or approved by the Client.

    5.2. Client's Ownership of Final Deliverables (upon full payment): Upon full and final payment of all fees due under this Agreement, the Designer grants to the Client a perpetual, non-exclusive, worldwide license to use the final Deliverables (specifically the approved PDFs and other agreed-upon final formats) for the purpose for which they were created, as outlined in the Project Agreement.

    5.3. Limitations on Use of Deliverables: The Client may not:

        Alter, modify, or create derivative works from the Deliverables without the Designer's prior written consent, except for minor necessary adjustments (e.g., resizing for different platforms) that do not alter the core design or intent.

    5.5. Third-Party Fonts/Images: If the Deliverables incorporate fonts, stock images, or other materials licensed from third parties, the Client acknowledges that their use may be subject to the terms of those third-party licenses. The Designer will endeavor to use commercially viable and licensed materials. The Client is responsible for acquiring any necessary additional licenses for continuous or expanded use of such third-party elements.

6. Project Schedule and Delays

    6.1. Timelines: Project timelines are estimates and are dependent on the timely provision of content and approvals from the Client.

    6.2. Delays: The Designer will not be held responsible for project delays caused by the Client's failure to adhere to agreed-upon deadlines for content provision or approvals.

    6.3. Force Majeure: Neither party shall be liable for any delay or failure in performance due to causes beyond their reasonable control (e.g., acts of God, war, terrorism, pandemics, natural disasters, strikes, civil unrest, equipment failures, governmental action).

7. Confidentiality

    Both parties agree to keep confidential any proprietary or sensitive information disclosed by the other party during the course of the Project. This does not apply to information that is publicly known or independently developed without reliance on the other party's confidential information.

8. Warranties and Disclaimers

    8.1. Designer Warranty: The Designer warrants that the Services will be performed in a professional and workmanlike manner and in accordance with generally accepted industry standards.

    8.2. Client Content Warranty: The Client warrants that all content provided to the Designer for incorporation into the Deliverables does not infringe on the intellectual property rights, privacy rights, or publicity rights of any third party and is not unlawful, defamatory, or obscene.

    8.3. Disclaimer of Warranties: THE DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE DESIGNER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

9. Limitation of Liability

    TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE DESIGNER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DESIGNER'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE DESIGNER FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

10. Indemnification

    The Client agrees to indemnify, defend, and hold harmless the Designer, its officers, directors, employees, and agents from and against any and all claims, demands, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising from: (a) the Client's breach of this Agreement; (b) any claim that the content or materials provided by the Client infringe upon the intellectual property rights, privacy rights, or publicity rights of any third party; (c) any claim related to the Client's use of the Deliverables outside the scope of this Agreement; or (d) any violation of applicable laws by the Client.

11. Termination

    11.1. Termination by Client: The Client may terminate the Project at any time by providing written notice to the Designer. In such an event, the Client agrees to pay for all work completed up to the date of termination, based on the Designer's hourly rate or a pro-rata portion of the Project fee, plus any approved expenses incurred. The initial deposit is non-refundable. Any rights to the Deliverables shall not pass to the Client until full payment for completed work is received.

    11.2. Termination by Designer: The Designer may terminate the Project if the Client fails to make payments as agreed, fails to provide necessary content or approvals in a timely manner (causing unreasonable delays), breaches any other material term of this Agreement, or engages in conduct that is disruptive, unethical, or illegal. In such an event, the Client remains liable for all work completed and expenses incurred up to the date of termination.

    11.3. Effect of Termination: Upon termination, all rights granted to the Client for the Deliverables shall immediately revert to the Designer until full payment for work completed (as per 11.1 or 11.2) is received.

12. Governing Law and Dispute Resolution

    12.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

    12.2. Venue: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Orange County, California. Both parties consent to the personal jurisdiction of such courts.

    12.3. Dispute Resolution

 (Negotiation then Binding Arbitration - Requires Specific Language for CA Enforceability): Any dispute or claim arising out of or relating to this Agreement, or the breach thereof, shall first be attempted to be resolved through good-faith negotiation between the parties. If a resolution cannot be reached, the dispute shall be resolved by binding arbitration administered by [e.g., JAMS or American Arbitration Association (AAA)] in accordance with its applicable rules (e.g., Commercial Arbitration Rules), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Orange County, California. The parties agree that this arbitration provision constitutes a waiver of the right to a jury trial for any claim or dispute arising out of this Agreement. [Additional mandatory disclosures and specific font/prominence requirements may apply for this clause to be enforceable under California law, especially for consumer contracts. An attorney is essential here.]

13. General Provisions

    13.1. Entire Agreement: This Agreement, together with the Project Agreement, constitutes the entire understanding between the parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the subject matter hereof.

    13.2. Amendments: Any amendments or modifications to this Agreement must be in writing and signed by both parties.

    13.3. Severability: If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions shall remain in full force and effect.

    13.4. Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision, nor shall it affect the validity of any part of this Agreement.

    13.5. Headings: The headings in this Agreement are for convenience only and shall not affect its interpretation.

    13.6. Independent Contractor Relationship (CA): The Designer is and shall at all times be an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, or joint venture between the Client and the Designer. The Designer shall be solely responsible for all taxes, social security, unemployment, and other withholdings from its compensation, and for all necessary licenses and permits. The Designer has no authority to bind the Client to any contract or obligation.

    13.7. Notice: Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail (return receipt requested), or sent by reputable overnight courier service to the addresses of the parties as set forth in the Project Agreement, or to such other address as either party may designate in writing.