Studio Irrgang
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Studio Irrgang
Terms and Conditions
 


Studio Irrgang develops and creates certain valuable information, concepts,
ideas, designs, layouts, illustrations, artworks, structures, codes, websites,
time-based pieces, installations, objects, systems and user experiences
hereinafter referred to as "work".

The Client, the recipient is commissioning Studio Irrgang to do so
in exchange for economical endorsement.

In consideration of the foregoing premises and the mutual covenants hereinafter
set forth and other valuable considerations, the parties hereto agree as follows:

01. Confidential Information
Studio Irrgang acknowledges and agrees that the source materials and technical
and marketing plans or other sensitive business information, including all materials
containing said information, that are supplied by the Client in the course of
developing the work are to be considered confidential information.

Information shall not be considered confidential if it is already publicly known
through no act of Studio Irrgang.

02. Warranty of Originality
Studio Irrgang warrants and represents that, to the best of its knowledge, the
work assigned hereunder is original and has not been previously published or
that consent to use has been obtained on an unlimited basis; that all work or
portions thereof obtained through the Client from third parties is original or,
if obtained on an unlimited basis; that Studio Irrgang has full authority to
make this agreement; and that the work prepared by Studio Irrgang
does not contain any scandalous, libelous or unlawful matter.

This warranty does not extend to any use that the Client or others may
make of Studio Irrgang`s product that may infringe on the rights of others.
The Client expressly agrees that it will hold the developer harmless for all
liability caused by the Clients use of the developers product to the extent
such use infringes on the rights of others.

03. Studio Irrgang`s Guarantee for Program Use
Studio Irrgang guarantees to notify the Client of any licensing and/ or
permissions required for art generating/ driving programs to be used.

04. Estimates
Studio Irrgang will always provide estimates according to best knowledge however
all estimates are an approximate calculation and are based on the project as
described in the project outlines and the information supplied by the Client.

Estimates are calculated based on the assumption of a timely and correct supply
of all necessary assets and information according to the agreed production
schedule and specifications provided. Additional work or downtime caused by
failure to do so will be charged at standard rate.

The fees and expenses shown are minimum estimates only.

Final fees or expenses shall be shown when the invoice is rendered.
The Clients` approval shall be obtained for any increases in fees or expenses
that exceed the original estimate by ten percent (10%) or more.

An estimated or agreed project budget will only ever cover work as agreed upon
in the project outline. Additions beyond the project outline will be charged
extra and at day rate.

05. Rates
Standard rate catalogue is available on request though office@studioirrgang.com
The standard hourly rate is worked out by dividing the standard day rate by
eight (8 hours). VAT will be added where applicable.

06. Progress reports
Studio Irrgang shall contact or meet with the Client on a mutually agreeable schedule
to report all tasks completed, problems encountered, and recommended
changes relating to the development and testing of the work.

This schedule will be formatted around the sign-off stages as stated in
the project description. Studio Irrgang shall inform the Client promptly by
telephone upon discovery of any event or problem that may significantly
delay the development or delivery of the work.

07. Subcontractors and Production costs
Fees for subcontractors such as illustrators, programmers, printers or any other service
providers will be paid through Studio Irrgang accounts if not otherwise agreed upon.

Subcontractors will only receive job confirmation and start their assignment
once the Client has paid the agreed subcontractor fee in full to Studio Irrgang.

08. Testing and Acceptance Procedures/ Quality Control
Studio Irrgang and the Client shall designate a contact person who will send and
accept deliverables, and receive and make all communications between
Studio Irrgang and the Client. Neither party shall have any obligation to consider
for approval or respond to materials submitted other than through the
designated person. Each party has the right to change the designated
person upon 7 days notice to the other.

The Client agrees to assign all project related communications with sub-
contractors to Studio Irrgang. Under no circumstances shall the Client give
instructions directly to subcontractors without prior written authorization
by Studio Irrgang. Subcontractors are to report directly to Studio Irrgang
if not otherwise agreed upon in writing.

Studio Irrgang will make every good-faith effort to thoroughly
test all deliverables and make all necessary corrections as a result of such
testing prior to final handing over of deliverables to the Client.

Each stage of production will be signed of in agreement with the project
schedule and the project outline.

09. Grants of Rights
The grant of reproduction rights is conditioned on receipt of payment.

10. Payments
Studio Irrgang will commence work on the assignment after the reception of the
agreed mobilization fee. Each supplementary stage is payable upon the Clients`
acceptance of the deliverables or with sign-off of each stage if not agreed
otherwise in writing.

11. Expenses
The Client shall reimburse Studio Irrgang for all expenses arising from this
assignment, including payment on any sales taxes due to this assignment.

The Client is asked to provide a courier/ shipping number if needed otherwise
respective charges will be added to the final invoice. the Client agrees to
reimburse Studio Irrgang for the following expenses as applicable: messengers,
models, props, travel, proofs, transport discs, transparencies, film output,
fonts, photography, stock images as well as any other source material.

12. Default in Payment
All invoices are payable in full within 30 days of receipt. The Client
shall assume responsibility for all collection of legal fees necessitated by
default in payment. A one-point-five precent (1.5 %) monthly late fee
plus £ 12 service fee is payable on all overdue balances. The grant of any
license or right of copyright is conditioned on receipt of full payment.

13. Credit Lines
The Client agrees to credit Studio Irrgang for all types of usage of its work
including but not limited to printed, web and any other form of presentation
if not specifically outlined and agreed to otherwise in writing.
The Client agrees to pay an additional fifty percent (50 %) of the total fee,
excluding expenses, for failure to credit Studio Irrgang appropriately.

14. Proof Copies
The Client agrees to provide Studio Irrgang with at least two sample proof
copies of any product or published material created if not agreed upon
otherwise in writing.

15. Return of Source Information
Upon the Clients` acceptance of the final version or upon the cancellation of
the project, Studio Irrgang shall provide the Client with all copies and
originals of all source materials provided.

16. Ownership of Copyright
The Client acknowledges and agrees that Studio Irrgang retains all rights of
copyright in the subject material.

17. Ownership and return of original work
Studio Irrgang retains ownership of all original artwork, in any media,
including digital files, whether preliminary or final. the Client waives
the right to challenge the validity of Studio Irrgang`s ownership of the work
or artwork subject to this agreement because of any change or evolution of the
law and will return all artwork within 30 days of use.

18. Ownership of Engines and Custom Typefaces
Studio Irrgang retains ownership of all engines and custom typefaces that are
created by Studio Irrgang for use in the assignment and deliverables
unless those engines are provided by the Client or a different policy is
otherwise agreed upon in writing.

19. Changes and Revisions
The Client shall be responsible for making additional payments for changes
requested by the Client in addition to the original assignment.
However, no additional payment shall be made for changes required to
conform to the original assignment description. Each stage of production will
be signed of in agreement with the project schedule and the project outline.
Revisions and changes affecting work or parts of a work which have
already been signed of previously shall be charged at continuous rate in
addition to the work already carried out affected by the revision or changes.
No additional fee is charged to bring work up to original
specifications or assignment description.
The Client shall offer Studio Irrgang the first option to make any changes.

20. Maintenance of interactive work and websites
Studio Irrgang agrees to provide the Client with reasonable technical support
and assistance to maintain the work in running order on written request
during the warranty period of three months from publication at
no cost to the Client.

Maintenance shall include correcting any errors or any failure of the website
to conform to the specifications as agreed upon in the initial project outlines.

Maintenance shall not include the development of enhancements to the originally
contracted project. Such assistance shall not exceed 8 hours total for the
overall guarantee period. Upon the expiration of the warranty period,
Studio Irrgang agrees to provide the Client with reasonable technical support
and assistance on written request to maintain the work subject to standard
rates under standard terms and conditions.

Content updates and preparations as well as the development of enhancements
carried out by Studio Irrgang after the clients acceptance of the final version
of the work are subject to standard rates under standard terms and conditions.

21. Enhancements
If the Client wishes to modify the work Studio Irrgang
shall be given the first option to perform such enhancements.

22. Alterations
Any electronic alteration of the original work (including but not limited to
color shift, mirroring, flopping, combination, cut and paste, deletion)
or creating additional work based on elements supplied by Studio Irrgang is
forbidden without the express permission of Studio Irrgang.

Studio Irrgang will be given the first option to make any alterations required.
Unauthorized alterations shall constitute additional use and will be
billed according to the standard rates.

23. Conversion to other formats
Studio Irrgang shall be given first option at compiling the work for operating
systems and purposes beyond the original use.

24. Unauthorized use, releases and program licenses. Copy protection
the Client shall indemnify Studio Irrgang against all claims and expenses,
including reasonable attorneys fees arising from uses for which no release was
requested in writing or for uses that exceed authority granted by the release
agreed upon. the Client will be responsible for payment of any special
licensing or royalty fees resulting from the use of graphic programs
that require such payments. the Client must copy-protect all final work
that is the subject of this agreement against duplication or alteration.

25. Loss or Damage of Original Artwork
The value of lost or damaged original artwork is placed at no less than
two-hundred percent (200 %) per piece.

26. Limitation of Liability
The Client agrees that it shall not hold Studio Irrgang or his agents or
employees liable for any incidental or consequential damages that arise from
failure to perform any aspect of the project in a timely manner, regardless of
whether such failure was caused by intentional or negligent acts or omissions
of the developer or a third party. Furthermore, Studio Irrgang disclaims all
implied warranties, including the warranty of merchantability and fitness for
particular use.

In no event shall Studio Irrgang be liable for any actual, direct, indirect,
special, punitive, incidental, exemplary or consequential damages, or any other
damages whatsoever, even if Studio Irrgang has been previously advised of
the possibility of such damages, whether in an action under contract, tort or
under any other theory, arising out of or in connection with the use,
inability to use, or performance of the produced information,
products and materials.

Because some jurisdictions do not allow the exclusion or limitation of liability
for consequential or incidental damages, some or all
of the above limitations may not apply to you.

27. Dispute Resolution
Any dispute in excess off of a small claims court case arising out of this
agreement shall be submitted to binding arbitration before a mutually
agreed-upon arbitrator pursuant to the rules of the country that Studio Irrgang
is obliged to pay tax in for the assignment in question.

The arbitrators` award shall be final and judgment may be entered in any
court having jurisdiction thereof. The Client shall pay all arbitration and
court costs, reasonable attorneys fees and legal interest on any award of
judgment in favor of Studio Irrgang.

28. Miscellany
This agreement shall be binding upon the parties, their heirs, successors,
assigns and personal representatives. This agreement constitutes the entire
understanding of the parties. Its term can be modified only by an instrument
in writing signed by both parties except that the Client may authorize expenses
or revisions orally. No terms attached to any check for payment under this
agreement can modify the agreement. 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 shall be governed by the laws of the jurisdiction of the country
that Studio Irrgang is liable to pay tax in for the assignment in question.
The jurisdictional venue is chosen accordingly.

29. Cancellation
In the event of cancelation or termination of the assignment, ownership of all
copyrights, any original work revert to Studio Irrgang. All originals must
be returned within 30 days. This includes sketches, compositions and any other
preliminary materials.

Cancellation Fees are due based on the amount of work completed.
Studio Irrgang will always endeavor to deliver finished work however if
the contract is terminated under warrantable conditions Studio Irrgang
should be endorsed according to the amount of work carried out so far.

Expenses already incurred, shall be paid by the Client.

30. Acceptance of Terms
The confirmation of the assignment based on the written estimate/ project
outline as supplied by Studio Irrgang confirms consent to the terms and
conditions on behalf of the Client. The terms and conditions are
available online via the URL link http://studioirrgang.com/terms
included in the estimate/ project outline.

The date of agreement is the date of reception of the Clients
confirmation of the estimate/ project outline under the terms and
conditions stated herein.

Confirmation of the assignment therefore confirms that the Client has read,
understood and accepted this agreement.

London August 2006







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