Terms of Service
Last updated: October 20, 2021
Welcome to Waypoint Creative Graphic Design.
This Waypoint Creative Service Agreement (“Agreement”) is a legal agreement between Waypoint Creative Graphic Design. (“Waypoint”, “Waypoint Creative”,“us”, or “we”) and the entity or person (“you”, “your”, or “client”) who is using www.designwithwaypoint.com (“the Website, Website”) and/or has purchased design services or other business services (“Services”) through the Waypoint Website or directly from a Waypoint Creative Team Member. This Agreement describes the terms and conditions that apply to your use of the Services.
If you do not understand any of the terms of this Agreement, please contact us at firstname.lastname@example.org before using the Services.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
1. Legal Agreement
Waypoint Creative agrees to provide the Services to the Client upon the following terms and conditions. By checking that you agree to theses Terms and Conditions, you and Waypoint Creative both agree to be legally bound by and to abide by the following terms and conditions and represent that they have full power and authority to enter into this agreement.
This Agreement will remain in full force and effect while you use the Website and/or Service. The Agreement shall continue until terminated by the parties in accordance with the terms of this Agreement. You may terminate your “Services” at anytime by emailing email@example.com.
3. Scope of Services
The Client hereby retains Waypoint Creative to provide professional graphic design services and print coordination (referred to in this Agreement as the “Services”):
Services may include but are not limited to:
a. Professional graphic design services, coordinating printing through 3rd party printers, and consulting services.
b. Project timeline will vary depending on the scope of your Services. A detailed schedule will be provided upon Service purchase. Waypoint agrees to make every reasonable effort to adhere to mutually agreed upon timelines.
c. Such other areas of focus as may be determined from time to time by consultation and agreement of Waypoint Creative and the Client. Any amendments to the scope of the Services must be confirmed in writing and agreed to by the parties.
4. Fees and Payment Terms
The Client agrees to pay for the Services provided in the following manner:
a. Fee Amount
The Fee payable by the Client to Waypoint Creative for the Services shall be dependant on the scope of Services purchased. All Fees shall be subject to applicable taxes as required by law. Payments shall be made on receipt of invoice.
b. Interest on Overdue Accounts
Interest on outstanding accounts shall be applied at the monthly rate of 5% interest, compounded monthly. A $50 admin fee will also be charged for each payment reminder sent at 45 days and 60 days after receipt of the original invoice.
The Client agrees that upon any termination of the agreement and the Services covered therein prior to completion, for any reason, the Client will pay to Waypoint Creative for the work completed to the date of the termination, along with any expenses incurred by Waypoint Creative in respect of the Services. Any deposit amount shall be credited against the amount due and the balance, if any, shall be due and payable immediately.
d. Additional Services
Any revisions, additions or alterations to the Services after this agreement has been signed shall be billed as Additional Services. Such Additional Services shall include, but shall not be limited to, changes to the extent of work, changes in the complexity of any elements of the Services and any changes made after approval has been given for a specific stage or design, documentation or preparation of artwork.
e. Client Source Materials
Additional charges will apply when materials are submitted by the Client in a form that prevents them from being readily used and applied at recognized professional standards. Waypoint Creative will notify the Client of any files that cannot readily be used at recognized professional standards, and provide options for their replacement. The Client will be notified if any additional charges are expected. An example would be to recreate a low-resolution logo as vector artwork.
f. Rushed or Prolonged Work
Any work required in advance of an agreed schedule or timetable, any shortening of the contract period, or additional fees and expenses incurred during a project due to Client delays or extensions shall be charged and paid for at Waypoint Creative’s hourly rate. If any phase of the assignment is delayed for more than 60 days, Waypoint Creative will bill the Client for work completed.
g. Method of Payment
The Client may pay via credit card or e-mail transfer.
In addition to the fees set out in Clause 4 above, the Client agrees to pay either Waypoint Creative or the third-party provider directly for expenses that we incur to complete the Services described in this Agreement. These expenses will be billed separately to the Client by Waypoint Creative or the third-party provider. Payment is due upon receipt of the invoice.
6. Copyright and Ownership
Except for the retained rights described in the paragraph below, all Services provided and all materials produced by Waypoint Creative on behalf of the Client, will become property of the Client through the assignment of copyright by Waypoint Creative to the Client upon full payment of all invoices issued by Waypoint Creative.
Retained Rights – Waypoint Creative retains the right to:
use work produced for the Client as part of its portfolio materials, and marketing in both its online and offline promotions;
add the Client’s business to its client list; and
use the Client’s work in design competitions, publications, exhibitions, or other promotional purposes.
Any material or ideas prepared or submitted to you that you choose not to produce or for which you have not paid our invoices, within 60 days of submission to you, will remain Waypoint Creative’s property (regardless of whether the physical embodiment of creative work is in your possession in the form of copy, artwork, etc.). Any such work may be submitted to other clients for their use, provided that such submission or use does not involve the release of any confidential information regarding your business or methods of operation.
7. Design Credits
The Client agrees that Waypoint Creative is entitled to claim authorship of the design, and will be permitted editorial credits to Waypoint Creative on all published or manufactured work. The Client must obtain Waypoint Creative’s consent in writing before Waypoint Creative’s name is reproduced in any finished product or other published material by the Client.
8. Waypoint Creative Duties and Responsibilities
Waypoint Creative and the Client each acknowledge and agree to their respective duties and responsibilities under this Agreement, including the following duties and responsibilities of Waypoint Creative:
a. Waypoint Creative agrees to conduct itself in a professional manner in all interactions with the Client.
b. Waypoint Creative agrees to commit the necessary time and resources to providing the Services to the Client to meet all identified timelines and schedules in its control.
c. Waypoint Creative will use its reasonable best efforts to guard against any loss to the Client caused by the failure of media, suppliers or other third parties to perform in accordance with their commitments.
d. Waypoint Creative hereby states that it has accurately identified its qualifications, expertise, experience, training, certifications and credentials in their marketing materials and communications with the Client.
9. Client Duties and Responsibilities
Waypoint Creative and the Client each acknowledge and agree to their respective duties and responsibilities under this Agreement, including the following duties and responsibilities of the Client:
a. The Client agrees to provide all content to Waypoint Creative in ready to use formats at recognized professional standards before the proposed start date.
b. The Client agrees to communicate change requests and artwork approvals to Waypoint Creative in a timely manner.
c. The Client agrees that email authorization will constitute authorization and approval to carry out work defined herein.
d. The Client agrees to appoint a single representative with full authority to provide necessary information required by Waypoint Creative and to provide necessary approvals.
e. The Client agrees to provide accurate and complete information and materials to Waypoint Creative, and warrants and guarantees that all materials provided are owned by the Client or that the Client has all necessary rights (including copyright and waiver of moral rights) in such materials, to allow Waypoint Creative to use them for the Services.
f. The Client agrees to proofread and approve all elements of final designs. Approval must be provided before production can continue and artwork is released. Corrections, if required, will be identified on proofs, artwork, facsimiles, or digital proofs and submitted for Waypoint Creative to revise and resubmit for client approval. Final approval is required on every project and must be marked “Approved” with the name or initials of the individual who is authorized by the Client to approve artwork for release and production. Waypoint Creative is not responsible for any errors or omissions in any work produced that has been approved by the Client.
g. The Client agrees that when Waypoint Creative is engaged in a supervisory function and assumes responsibility for production on behalf of the Client, the Client agrees to abide by the decisions made by Waypoint Creative.
Waypoint Creative agrees to maintain, use and store and dispose of any records, including any and all personal information collected from the Client, including electronic files and communications, created during the course of providing Services under this Agreement in a manner that promotes confidentiality, security and privacy and complies with all applicable laws, agreements and regulations.
12. Release and Indemnity
The Client hereby agrees to release Waypoint Creative and their partners, employees, consultants, agents and licensors from liability, and in no event shall any or all of Waypoint Creative and their partners, employees, consultants, agents or licensors be liable to the Client or any other person or entity, for any and all liabilities and damages (including any direct, indirect, special, exemplary or consequential damages, including lost profits) whatsoever arising from the use of the Services (including any breach by you thereof), or otherwise relating to this Agreement and the Client agrees that their sole remedy for any claim, loss, damage, costs or expenses is to terminate the Services.
The Client will indemnify and hold harmless Waypoint Creative and its partners, employees, consultants, agents or licensors from and against any claims, losses, judgments, damages, costs and expenses (including without limitation, reasonable legal fees) incurred by any of them due to or resulting from their use of the Services or otherwise relating to this Agreement. The Client will also indemnify and hold harmless Waypoint Creative and their partners, employees, consultants, agents or licensors from and against any claims brought by third parties arising out of the use of the Services.
13. Force Majeure
Neither the Client nor Waypoint Creative is responsible for any failure to perform its obligations under this Agreement if it is prevented or delayed in performing those obligations by an event of force majeure. An event of “force majeure” is beyond the control and without the fault of the party affected. Force majeure in this agreement is limited to the following: riot, war, hostilities, threats or acts of terrorism, explosions, medical epidemics or outbreaks, labour strikes or industrial disputes, earthquakes, flood, fire, or other physical natural disasters, but excluding weather conditions, regardless of severity. Where there is an event of force majeure, the party prevented from performing its obligations must immediately notify the other parties and that party must make reasonable efforts to mitigate the effect of the force majeure event on its performance of their obligations under the agreement.
14. Governing Law and Jurisdiction
The Services are provided by Waypoint Creative within the Province of Nova Scotia, Canada. By accessing or using the Services, the Client agrees that all matters relating to your access to, or use of the Services shall be governed by the laws of the Province of Nova Scotia, and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The Client agrees and hereby submits and attorns to the exclusive jurisdiction of the courts of the Province of Nova Scotia, with respect to all matters relating to their access to and use of the Services.
15. Dispute Resolution
If a dispute arises out of this Agreement that cannot be resolved by mutual consent, Waypoint Creative and the Client agree to attempt to mediate in good faith for up to 30 days after notice is given. If the dispute is not so resolved, and in the event of legal action, the prevailing party shall be entitled to recover legal fees and court costs from the other party.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
The failure of a party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance of this Agreement.
18. Entire Agreement and Assignment
This is the entire agreement between the Client and Waypoint Creative relating to the Services. Any amendments to this Agreement must be made in writing and agreed to in writing by the all of the parties in a written or digital format. Neither party may assign or transfer their interest in this agreement without the written consent of the other party.