Terms and Conditions
Orange Creative Solutions, hereinafter Service Provider, conducts all Services under the agreement set forth below. Prior to the beginning of our work on any project a written and dated copy of this agreement will be provided for Client's review and signature.
1. Services. Service Provider agrees to perform the work or services as specified in Work Order (the"Work"). At Client`s request Service Provider will report to Client on the Status of the Work. Client, on reasonable advanced notice, may inspect the Work.
2. Conduct of Services. Service Provider will use its best effort to complete the Work, and with a level of skill commensurate with the requirements of this Agreement.
3. Additional Services when required by Client, the Parties will in good faith negotiate Supplemental Work Order ("Supplements"), each of which upon signing, will be deemed a part of this Agreement.
4. Service Provider reserves all rights to use Client`s information for the references and reserves all rights to use all Works for the Service Provider's Marketing Purposes, created by Service Provider for the Client.
5. All prices for Work provided by Service Provider to Clients are in US dollars. Client shall be responsible for paying all taxes of any nature, which become due with regard to Service Provider`s Work, except for taxes on Service Provider`s income.
6. Advanced Payment equaling 100% of the quoted or packaged project will be due from Client at signing of the agreement.
7. Client further understands that the insufficient fund and / or failure to provide monetary compensation will result in additional charges of $27 and project will be held until such funds or monetary compensation is available.
8. Acceptance of Results. Client will inform Service Provider in writing the same day of receiving the Work, whether Client accepts or rejects the final Work.
9. Rejection/Cancellation of project. The client shall not unreasonably withhold acceptance of, or payment for, the project. If, prior to completion of the project, the Client observes any nonconformance with the job plan, the Service Provider must be promptly notified, allowing for necessary corrections. Rejection of the completed project or cancellation during its execution will result in forfeiture of deposit and the possible billing for all additional labor or expenses to date. All elements of the project must then be returned to the Service Provider. Any usage by the client of those design elements will result in appropriate legal action. Client shall bear all costs, expenses, and reasonable attorney's fees in any action brought to recover payment under this contract.
10. Method of Performing Services. Service Provider shall have the right to determine the method, details, and means of performing the Work to be done for Client. Client shall have no right to, and shall not, control the manner or determine the method of accomplishing Service Provider`s services. In addition, Client shall be entitled to exercise broad general power of supervision and control over the results of Work performed by Service Provider or Service Provider's personnel to ensure satisfactory performance, including the right to make suggestions or recommendations as to details of the work, and the right to propose modifications to the work.
11. Ownership. As between Service Provider and Client, all right, and interest, including copyright interests and any other intellectual property, in and to the Work, or any deliverables created by the Service Provider, including but not limited to any other programs, data, title, or materials produced or provided by Service Provider, alone or in combination with Client and/or its employees, under this Agreement shall become the property of Client upon receipt of final payment for services, as deemed in section 5.
12. Service Provider Data. All right, title, and interest in and to any data relating to Service Provider`s business are and shall remain the property of Service Provider, whether or not supplied to Client.
13. Client`s rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of Service Provider, which consent shall not be unreasonably refused. Service Provider`s rights and obligations under this agreement may be transferred and assigned only if such transfer or assignment does not adversely affect the services provided to Client here under.
14. If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Service Provider and Client agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.
15. Governing Law. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Michigan as they apply to a contract entered into and performed in the State.
16. Independent Contractors. The parties are and shall be independent contractors to one another, and nothing shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Service Provider and either Client or any employee or agent of Client.
17. Notices. All notices required or permitted hereunder, including: Acceptance of Results, shall be given in writing addressed to the respective Parties as set forth herein, unless another address shall have been designated, and shall be delivered by hand or by registration or certified mail, postage prepaid.
18. This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them.
19. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes all representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when it signed by the party sought to be bound.