Joseph Studio provides professional LOGO, CIS (Corporate Identity System) design services. Having accumulated many years of expertise and experience in providing services to prominent corporates around Taiwan, Joseph Design has a design team that is geared towards elevating your corporate and brand image with their best efforts.
1. Commencing the project.
2. Conducting interviews to find out client requirements.
﹣Re-clarifying and reconfirming client requirements and design specifications.
3. Conducting research and gathering information.
﹣Conducting research to gather information about industries in relation to the project, potential customers, competitors, market segmentation, etc.
4. Commencing the design:
5. Presenting the first draft of the proposal.
6. Modifying the draft.
7. Finalizing all modifications and closing the project.
﹣ Providing relevant original files.
1. The number of proposed design draft options for clients to choose from: 2
2. Maximum modifications (times):5
3. The file format of the finished file: ai, or psd
4. The estimated duration of the project: 2~3 weeks
0. INITIAL TERMS
0.1These terms & conditions constitute a valid and binding agreement between Joseph Design Studio and you, the client, for any services provided or work ordered. By asking us to participate in any form of work for you, or on your behalf, you are agreeing to these Terms and Conditions.
As used herein and throughout this Agreement.
1.1Agreement means the entire content of this Terms and Conditions document, and our Proposal documents including Estimates, Quotations and/or Schedules.
1.2Client Content means all materials, information, imagery, copy and other creative content provided by The Client for use in the preparation of and/or incorporation in the Deliverables.
1.3Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.K. Copyright Law.
1.4Deliverables means the services and work product specified in the Proposal documents to be delivered by Joseph Design Studio to The Client, in the form and media specified in the Proposal documents.
1.5The Client means the company or individual who has agreed to take out work with Joseph Design Studio.
1.6Final Artwork means all creative content developed or created, or commissioned, by Joseph Design Studio, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, typographic treatments and text, modifications to The Client Content, and Joseph Design Studio’s selection, arrangement and coordination of such elements together with The Client Content and/or Third Party Materials.
1.7Final Deliverables means the final versions of Deliverables provided by Joseph Design Studio and accepted by The Client.
1.8Preliminary Artwork means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Joseph Design Studio and which may or may not be shown and or delivered to The Client for consideration but do not form part of the Final Artwork.
1.9Project means the scope and purpose of the The Client’s identified usage of the work product as described in the Proposal documentation.
1.10Services means all services and the work product to be provided to The Client by Joseph Design Studio as described and otherwise further defined in the Proposal documentation.
1.11Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
1.12Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of The Client.
The terms of the Proposal documents shall be effective for 10 days after presentation to The Client. In the event that this Agreement is not executed by The Client within the time identified, the Proposal, together with any quotations, estimates, related terms and conditions and deliverables, may be subject to amendment, change or substitution.
3. FEES AND CHARGES
3.1Fees. In consideration of the Services to be performed by Joseph Design Studio, The Client shall pay to Joseph Design Studio fees in the amounts and according to the Proposal documentation.
3.2Additional Costs. Any and all outside costs including, but not limited to, image production, stock imagery, copywriting, proofreading, equipment rental, artwork licenses, prototype and/ or proof production costs, hosting fees, will be billed to The Client unless specifically otherwise provided for in the Proposal documentation.
3.3Invoices. All invoices are payable within 15 days of receipt. In special circumstances a deposit will be required. We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. Interest is charged at 8% above the Bank of England base rate of the overdue balance. Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. Joseph Design Studio reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges or the costs of Changes.
3.4Project End. All deliverables shall be deemed complete once The Client has signed off the work or indicated satisfaction either verbally, in writing, via e-mail, post or other methods. If The Client fails to communicate with Joseph Design Studio for a period of more than 30 days without explanation, the project shall be deemed satisfactory and complete.
4.1General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, The Client shall pay additional charges for changes requested by The Client which are outside the scope of the Services on a time and materials basis, at Joseph Design Studio’s standard hourly rate. Such charges shall be in addition to all other amounts payable under the Proposal documentation, despite any maximum budget, contract price or final price identified therein. Joseph Design Studio may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
4.2Substantive Changes. If The Client requests or instructs Changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, Joseph Design Studio shall be entitled to submit a new and separate Proposal to The Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Joseph Design Studio.
4.3Timing. Joseph Design Studio will prioritise performance of the Services as may be necessary or as identified in the Proposal documentation, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal documentation. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) Approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify The Client’s concerns, objections or corrections to Joseph Design Studio. Joseph Design Studio shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that Joseph Design Studio’s ability to meet any and all schedules is entirely dependent upon The Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal documentation and that any delays in The Client’s performance or Changes in the Services or Deliverables requested by The Client may delay delivery of the Deliverables. Any such delay caused by The Client shall not constitute a breach of any term, condition or Joseph Design Studio’s obligations under this Agreement.
5. THE CLIENT RESPONSIBILITIES
The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) Coordination of any decision-making with parties other than Joseph Design Studio; (b) Provision of The Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal documentation; (c) Final proofreading. In the event that The Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product; The Client shall incur the cost of correcting such errors.
Joseph Design Studio retains the right to reproduce, publish and display the Deliverables in Joseph Design Studio’s portfolio(s) and website(s), 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 Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project 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.
7. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (Confidential Information). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal documentation except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
8. RELATIONSHIP OF THE PARTIES
8.1Independent Contractor. Joseph Design Studio is an independent contractor, not an employee of The Client or any company affiliated with The Client. Joseph Design Studio shall provide the Services under the general direction of The Client, but Joseph Design Studio shall determine, in Joseph Design Studio’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. Joseph Design Studio and the work product or Deliverables prepared by Joseph Design Studio shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to The Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
8.2Joseph Design Studio Agents. Joseph Design Studio shall be permitted to engage and/or use third parties or other service providers as independent contractors in connection with the Services (Design Agents). Notwithstanding, Joseph Design Studio shall remain fully responsible for such Design Agents compliance with the various terms and conditions of this Agreement.
8.3No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, The Client agrees not to solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other kind of basis, any Joseph Design Studio employee or Design Agent of Joseph Design Studio, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, The Client agrees that Joseph Design Studio shall be entitled to an agency commission to be the greater of, either (a) 25% of said person’s starting salary with The Client, or (b) 25% of fees paid to said person if engaged by The Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for The Client. Joseph Design Studio, in the event of non-payment and in connection with this section, shall be entitled to seek all remedies under law and equity.
8.4No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Joseph Design Studio, and Joseph Design Studio shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Joseph Design Studio.
9. WARRANTIES AND REPRESENTATIONS
9.1The Client represents, warrants and covenants to Joseph Design Studio that (a) The Client owns all rights, titles, and interest in, or otherwise has full right and authority to permit the use of The Client Content, (b) to the best of The Client’s knowledge, The Client Content does not infringe the rights of any third party, and use of The Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) The Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) The Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
9.2To the best of Joseph Design Studio’s knowledge, the Final Artwork provided by Joseph Design Studio and Joseph Design Studio’s subcontractors does not infringe the rights of any party, and in connection with the Project will not violate the rights of any third parties. In the event The Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Joseph Design Studio shall be void. The Client agrees to fully indemnify and hold Joseph Design Studio free from harm in any and all claims resulting from The Client in not having obtained all the required copyright, and/or any other necessary permission. Any artwork, images, or text supplied or designed by Joseph Design Studio on behalf of The Client, will remain the property of Joseph Design Studio and/or our suppliers unless otherwise explicitly stated.
10.1By The Client. The Client agrees to indemnify, save and hold harmless Joseph Design Studio 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 The Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Joseph Design Studio shall promptly notify The Client in writing of any claim or suit; (a) The Client has sole control of the defence and all related settlement negotiations; and (b) Joseph Design Studio provides The Client with commercially reasonable assistance, information and authority necessary to perform The Client’s obligations under this section. The Client will reimburse the reasonable out-of-pocket expenses incurred by Joseph Design Studio in providing such assistance.
10.2By Joseph Design Studio. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Joseph Design Studio agrees to indemnify, save and hold harmless The Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Joseph Design Studio’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 The Client provided that (a) The Client promptly notifies Joseph Design Studio in writing of the claim; (b) Joseph Design Studio shall have sole control of the defence and all related settlement negotiations; and (c) The Client shall provide Joseph Design Studio with the assistance, information and authority necessary to perform Joseph Design Studio’s obligations under this section. Notwithstanding the foregoing, Joseph Design Studio shall have no obligation to defend or otherwise indemnify The Client for any claim or adverse finding of fact arising out of or due to The Client Content, any unauthorised content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Joseph Design Studio.
10.3Limitation of Liability. The services and the work product of Joseph Design Studio are sold as is. In no event shall Joseph Design Studio 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 Joseph Design Studio, even if Joseph Design Studio has been advised of the possibility of such damages.
11.1This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
11.2This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
11.3In the event of termination, Joseph Design Studio shall be compensated for the Services performed through to the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Joseph Design Studio or Joseph Design Studio’s agents as of the date of termination, whichever is greater; and The Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
11.4In the event of termination by The Client and upon full payment of compensation as provided herein, Joseph Design Studio grants to The Client such right and title as provided for in this Agreement with respect to those Deliverables provided to, and accepted by The Client as of the date of termination.
11.5Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
11.6Projects that have passed 30 days without contact or further instruction from The Client are deemed to be final.
12.1Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Joseph Design Studio’s invoices may include, and The Client shall pay, expenses or costs that The Client authorises by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
12.2Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified on the Proposal document, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or e-mail, upon confirmation of receipt.
12.3No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
12.4Force Majeure. Joseph Design Studio shall not be deemed in breach of this Agreement if Joseph Design Studio is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity of Joseph Design Studio or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Joseph Design Studio’s control (collectively, Force Majeure Event). Upon occurrence of any Force Majeure Event, Joseph Design Studio shall give notice to The Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
12.5Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of Taiwan(R.O.C) without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its solicitor’s fees and costs. In all other circumstances, the parties specifically consent to the local, and national courts located in Taiwan(R.O.C). The parties hereby waive any jurisdictional or venue defences available to them and further consent to service of process by mail. The Client acknowledges that Joseph Design Studio will have no adequate remedy at law in the event The Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Joseph Design Studio shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
12.6Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
12.7Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
13. RIGHTS TO DELIVERABLES OTHER THAN FINAL ARTWORK
13.1The Client Content. The Client Content, including all pre-existing Trademarks, shall remain the sole property of The Client or its respective suppliers, and The Client or its suppliers shall be the sole owner of all rights in connection therewith. The Client hereby grants to Joseph Design Studio a nonexclusive, non-transferable license to use, reproduce, modify, display and publish The Client Content solely in connection with Joseph Design Studio’s performance of the Services and limited promotional uses of the Deliverables as authorised in this Agreement.
13.2Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Joseph Design Studio shall inform The Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Artwork. Under such circumstances Joseph Design Studio shall inform The Client of any need to license, at The Client’s expense, and unless otherwise provided for by The Client, Joseph Design Studio shall obtain the license(s) necessary to permit The Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event The Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of third party art, The Client hereby indemnifies, saves and holds harmless Joseph Design Studio 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 The Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Artwork.
13.3Preliminary Works. Joseph Design Studio retains all rights in and to all Preliminary Works. The Client shall return all Preliminary Works to Joseph Design Studio within thirty (30) days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Joseph Design Studio.
13.4Original Artwork. Joseph Design Studio retains all right and title in and to any original artwork comprising Final Artwork, including all rights to display or sell such artwork. The Client shall return all original artwork to Joseph Design Studio within thirty (30) days of completion of the Services.
13.5Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-ofpocket expenses due, Joseph Design Studio assigns to The Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Joseph Design Studio for use by The Client as a Trademark. Joseph Design Studio shall cooperate with The Client and shall execute any additional documents reasonably requested by The Client to evidence such assignment. The Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. The Client hereby indemnifies, saves and holds harmless Joseph Design Studio from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of The Client’s use and/or failure to obtain rights to use or use of the Trademark.
14. RIGHTS TO FINAL ARTWORK
14.1Upon completion of the Services, and expressly subject to full payment of all fees, costs and out-of-pocket expenses due, Joseph Design Studio grants to The Client the rights in the Final Artwork as set forth in the proposal. Any additional uses not identified herein or reselling of the artwork is not permitted without prior written consent.
Joseph Integrated Marketing & Design Studio, LLC values your trust and we take your privacy very seriously. We know that long lasting relationships start with trust, which is why we care so much about keeping your personal information confidential. As a visitor to our website, please be assured that you do not have to worry about your privacy being compromised.
- Before, or at the time of collecting personal information, we will identify the purposed for which information is being collected.
- We will collect information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
- Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and current.
- We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
- We will collect and use personal information solely with the objective of fulfilling those purposes specified by Joseph Studio and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
- Joseph Studio uses data from Google’s interest-based advertising or 3rd-party audience data (such as age, gender and interests) with Google Analytics.
- We will make readily available to customers information about our policies and practices relating to the management of personal information.
Joseph Studio is not responsible for technical, hardware or software failures of any kind; lost or unavailable network connections; and/or incomplete, garbled or delayed computer transmissions. Under no circumstances will Joseph Studio be liable for any damages or injury that may result from the use of the materials on this site. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, in which case the above limitation may not apply to you. The materials on this site are provided “as is” and without warranties of any kind to the fullest extent permissible pursuant to applicable laws. Joseph Studio may provide links to other sites that are not maintained by Joseph Studio, but Joseph Studio does not endorse those sites and is not responsible for the content of such other sites.
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