The following standard Terms and Conditions of Service apply to all products and services provided by KiBA Creative. A bespoke contract with summary of work, schedule, clarification of rights to final art and fees will be provided on a per-project basis.
It is essential that you (Client) please take time to read through thoroughly and ensure you fully understand these terms and conditions and their implications before you commence any project with KiBA Creative. From time to time KiBA Creative may need to alter these terms and conditions without notice. Please contact us if you do not understand any of the terms and conditions in this document.
Any quotations provided and work carried out by KiBA Creative are done so on the understanding that The Client has agreed to KiBA Creative’s terms and conditions.
- The rights granted to Client are for usage of the Final Art in its original form only. Client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art.
- Reservation of Rights: All rights not expressly granted in the project contract’s “Rights to Final Art” clause are retained by the Designer. Any use additional to that expressly granted in the project contract requires arrangement for payment of a separate fee.
- Revisions: Revisions may be made only by the Designer at the Preliminary Design phase. Additional fees will be charged for revisions made after 2 preliminary design revisions, and for additions to project scope.
- Payment Schedule: 50% on project commencement, remaining balance on project completion.
- Payment Terms: Payment due 30 days from issuance of invoice. A one and one half (1.5%) monthly service charge will be billed against late payments. Grant of copyright is conditioned upon receipt of final payment, and upon Client’s compliance with the terms of this agreement.
- Cancellation Fees: In the event of Cancellation, Designer will be compensated for services performed through the date of cancellation in the amount of 25% of the fees due plus any out-of-pocket expenses. Upon cancellation all rights to the Final Art revert to the Designer and all original art must be returned, including sketches, comps, or other preliminary materials.
- Accreditation and Promotion: Designer retains the right to reproduce, publish and display the Final Art in Designer’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Final Art in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Final Art and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
- Preliminary Works: Designer retains all rights in and to all Preliminary Designs. Client shall return all Preliminary Designs to Designer within thirty (30) days of completion of the project and all rights in and to any Preliminary Designs shall remain the exclusive property of Designer.
- Permissions and Releases: The Client agrees to indemnify and hold the Designer harmless against any and all claims, costs, and expenses, including lawyers’ fees, due to materials included in the Design at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
10.1 By Client. Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit;
10.2 Client has sole control of the defence and all related settlement negotiations; and
10.3 Designer provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.
10.4 By Designer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Designer agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Designer’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that Client promptly notifies Designer in writing of the claim;
10.5 Designer shall have sole control of the defence and all related settlement negotiations; and
10.6 Client shall provide Designer with the assistance, information and authority necessary to perform Designer’s obligations under this section. Notwithstanding the foregoing, Designer shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorised content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Designer.
10.7 Limitation of Liability. The services and the work product of Designer are sold “as is.” In all circumstances, the maximum liability of designer, its directors, officers, employees, design agents and affiliates (“Designer Parties”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of designer. In no event shall designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by designer, even if designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
- Miscellaneous: A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with Scottish law.