Scope of Services
Red Rooster Inc. agrees to provide all the services described above within the criteria specified. If, however, the Client changes any of the criteria during the project that results in additional services required, we will let you know what the additional fees would be and would require Client approval to proceed.
Additional services will include, but are not limited to, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after the Client approval has been given for a specific stage of the project, including marketing/strategic direction, concept, design, copy development and production and programming of final electronic files.
For programming services, Red Rooster Inc. provides code guarantee for up to 30-days from launch and guarantees that the site will be designed to function efficiently on current browsers. Additional code correction after this 30-day period as well as any site maintenance/updates, if needed, will be billed and negotiated separately.
Red Rooster Inc. will keep the Client informed of additional services that are required and obtain the Client’s prior approval for any services that cause the total fees to exceed those outlined in this agreement.
Payment
Payments must be made in accordance with the payment terms in this document. We can issues invoices for these payments. Please let us know if you need to issue a Purchase Order or need any reference on the invoice.
The initial payment for each project is not refundable in the event the project is terminated. Red Rooster Inc. reserves the right to suspend work and/or withhold issuing any project documents if payments are not received in a timely manner according to the schedule.
Additional Services
Rounds of revisions or corrections beyond what is noted above to be billed at the rate of $200 per hour. Changes in the scope of work beyond what is described above will necessitate an additional fee and approval from the client.
Expenses
The fees for out-of-pocket expenses and in-house expense are not included in this agreement and will be billed additionally upon completion of the project plus a 20% markup for account handling and supervision. Out-of-pocket expenses include, but are not limited to, illustration and photography, photo retouching/manipulation, presentation materials, overnight couriers and messengers. We will gladly use the client’s vendors and account numbers for some of these expenses, where appropriate and when provided by the client.
Cancellation
In the event of cancellation of this project at any time, Red Rooster Inc. will retain the first payment and the Client will pay an additional cancellation fee that will include full payment for all time spent up to that point and well as expenses incurred up to that point. The cancellation fee will be based on the fees described in this agreement and subsequent change orders.
Inactivity Clause
If the project is in active due to client unresponsiveness in providing materials, feedback or approvals for 30 days, the project will be considered closed and all outstanding payments will be due. We may require a fee to reactivate the project.
Client’s Responsibility
The Client is responsible for appointing a sole representative with full authority to provide or obtain necessary information or approvals that will be required by Red Rooster Inc. in order to proceed with the project on a timely basis. This will include final approval of this agreement, subsequent change orders, invoices and all project stages, including, but not limited to, strategy/creative briefs, design, editorial, mechanicals and press proofs. The Client’s approval of all tangible material and artwork will be assumed after the work has been submitted to the client for review, unless the Client indicates, in writing, otherwise.
The Client and/or the Client’s subcontractors will provide accurate, complete and timely information and materials to Red Rooster Inc. necessary for the project. The Client guarantees that they have all the necessary rights and/ownership in such materials to permit Red Rooster Inc. to use them for the project.
In order to avoid errors, text changes and corrections will not be taken over the phone and must be emailed to Red Rooster Inc. We prefer that the Client make changes in PDFs using the Comments feature in Adobe Acrobat. For text with extensive changes please submit the revised text by email as well as a marked-up hard copy, indicating the revised text.
Third Party Contracts
If appropriate to the project, Red Rooster Inc. may contract with other companies or individuals to provide services such as design, writing, photography, illustration, programming, consulting, printing and production. If any of these parties has terms, payments, credits or usage rights, that are not specified in this Agreement and that will affect the project, we will submit those for your approval (this usually affects rights related to programmers using proprietary coding). Upon approval, the Client agrees to be bound by all specified terms and conditions by these third parties.
Rights/Ownership
Upon payment of all fees and expenses, Red Rooster Inc. will transfer ownership and all rights to the client for the approved final concept created by Red Rooster Inc. Red Rooster Inc. will retain all rights and ownership to preliminary concepts, works in progress and electronic files, whether the project is completed or canceled.
Credit
Red Rooster Group reserves the right to add a small, unobtrusive credit line on the brochures, websites, and other materials we create for the Client reading “Design by Red Rooster Group/redroostergroup.com” and to feature the project and credit the Client in publicity/promotion of the project including, but not limited to, our website, brochures, press releases, competitions, awards, etc.
Samples
The client will supply Red Rooster Inc., with 15 printed samples of each printed project. These samples will represent the highest quality of work produced. Red Rooster Inc. can use these samples or photographs of these samples and the name of the client for publications, exhibition, competition and other promotional purposes (such as our website).
Storage of Electronic Files
Red Rooster Inc. will provide electronic files of the final project to the Client, its vendor or agent. We will store all final electronic files created for the client for one year from the completion of the project. Red Rooster Inc. will charge $200 per hour to retrieve/transfer any element of our electronic files from archive at the request of the Client.
Arbitration
Either party may request that any dispute arising out of this agreement will be submitted to binding arbitration before a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The arbitrator’s award will be final and judgment entered in court having jurisdiction.
Legal Issues
This agreement will be construed and governed under the law of the State of New York. If Red Rooster Inc. must retain an attorney to enforce any terms of this agreement and wins, the Client will be required to pay all court costs, attorney’s fees and collection fees.
The client representative, has full authority to provide and obtain all necessary information and approvals throughout this project. The Client represents that they have full power and authority to enter into this Agreement and that it is binding upon the Client and Red Rooster Inc. and enforceable in accordance with its terms.
