TERMS AND CONDITIONS Agreement between Creative Intuition and business or individual identified on this agreement. The Client/Individual listed below is subject to the following terms and conditions.
Exhibit
4.4
TERMS
AND CONDITIONS
Agreement
between Creative Intuition and business or individual identified on this
agreement.
The
Client/Individual listed below is subject to the following terms and
conditions.
| GENERAL
WORKING AGREEMENT-This document defines the terms and conditions
of our working relationship. All projects or services that Creative
Intuition may be contracted to produce or provide for AmerElite Solutions
will be subject to the following:
WORKING/BILLING
PHASES - Based on our experience with long-term design
communications projects, we have found that it is mutually advantageous
to
handle each project in logical working/billing phases.
Concept
revisions, extensive alterations, or a switch in marketing objectives
sometimes makes it impossible to accurately estimate in advance the
total
cost at a project. Planning the work, cost estimating, and billing
in
several phases permits Creative Intuition or AmerElite Solutions
to adjust
for such revisions/or halt work before completion if a project is
postponed or canceled. Any canceled project Is billed only through
phases
and/or portions of phases that were actually completed by Creative
Intuition. For each project, AmerElite Solutions will receive a
proposal/estimate outlining the project specification and our proposed
scope of services and working/billing phases. Each proposal estimate
will
contain a project budget, which includes estimated fees for professional
services and separate itemized costs for anticipated out-of-pocket
expenses.
We
will begin work upon AmerElite Solutions approval of the written
estimate.
Your approval (written or oral) will constitute an agreement between
us.
PAYMENT/ESTIMATES
- AmerElite Solutions agrees to pay Creative Intuition in accordance
with
the terms specified in each proposal/estimate. On accounts that have
not
submitted a credit application and been approved by our credit
department, will be required to pay 50% of the project cost before
work
can begin.
Unless
otherwise specified, all subsequent balances due are payable upon
art
approval. Interest on past due balances is l8% per annum or 1.5%
per
month. We reserve the right to refuse completion or delivery of work
until
past due balances are paid.
Estimate:
Billing will reflect the actual costs incurred. Valid for only 30
days
from date on estimate. Client requested changes will be billed
additionally. The Client will be notified of any price
changes.
OUT-OF-POCKET
EXPENSES - Fees for professional services do not include outside
purchases such as, but not limited to, printing, photography, color
printouts, laminating, illustrations, separations, shipping and handling
or courier service. Expenses are itemized on each invoice. Expenses
are
subject to Arizona sales tax unless 1) You are a nonprofit organization;
or 2) the work is for resale and you have submitted a resale certificate
to Creative Intuition. If consultant or supervisory services are
required
in out-of town locations, we will xxxx lodgings, meals, and transportation
at cast Reimbursement for mileage is calculated at current allowable
rates. AmerElite Solutions shall have the right to pre-approve any
and all
reasonable and necessary expenses over $100.00 incurred by Creative
Intuition prior to any such expense being incurred.
REVISIONS
AND ALTERATIONS - New work requested by AmerElite Solutions and
performed by Creative Intuition after a proposal/estimate has been
approved is considered a revision or alteration. If the job changes
to an
extent that substantially alters the specifications described in
the
original estimate, we will submit a proposal revision memo to you,
and a
revised additional fee must be agreed to by both parties before further
work proceeds.
Author's
alterations and other copy charges requested after layouts or mechanicals
are completed are billed at standard hourly rates
OVERTIME
- Estimates are based on a reasonable time schedule, and may be revised
to
take into consideration your "Priority Scheduling" requests requiring
overtime and weekends. Knowledge of your deadlines is essential to
provide
an accurate estimate. In addition, outside suppliers such as service
bureaus charge a 100% to 200% markup on overtime after 5:30pm
and weekends.
NATURE
OF COPY - AmerElite Solutions agrees to exercise due diligence
in
its direction to us regarding preparation of materials and must be
able to
substantiate all clams and representations. You are responsible for
all
trademark, servicernark, copyright and patent infringement clearances.
You
are also responsible for arranging, prior to publication, any necessary
legal clearance of materials we prepare.
ERRORS
AND OMISSIONS - It is the AmerElite Solutions responsibility to
check proofs carefully for accuracy in all respects, ranging from
spelling
to technical illustrations. Creative Intuition is net liable for
errors or
omissions. Your signature or that of your authorized representative
is
required on all mechanicals or artwork prior to release for printing
or
other implementation.
TELECOMMUNICATIONS
- AmerElite Solutions shall pay for all transmissions charges. The
Creative Intuition is not responsible for any errors, omissions or
extra
costs resulting from faults in the telephone, cable, satellite network
or
from incompatibility between the sending and receiving
equipment. |
INDEMNITY
- AmerElite Solutions will indemnify and hold harmless
Creative Intuition for any loss or expense (including attorney’s fees) and
aggress to defend Creative Intuition in any actual suit, claim
or action
arising in any way from our working relationship that does not
directly or
indirectly result from the negligence or misconduct of Creative
Intuition. OVER RUNS AND UNDER RUNS - The AmerElite Solutions will accept over runs or under runs that do not exceed 10% of the quantity ordered on all jobs. The Creative Intuition will xxxx for actual quantity delivered within this tolerance. If the AmerElite Solutions requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation. PLACEMENT
OF ADVERTISING - At your request, we will purchase media space on
your behalf through our media division. Space will be billed
to
you at current rates plus the standard agency commission.
INSPECTION
OF BOOKS - Upon reasonable notice, any and all invoices from our
vendors, time sheets and other documentation relating to your account
will
be available to you. Inspection at our studio by your authorized
representative may be arranged during normal business hours.
PROPERTY
AND SUPPLIER'S PERFORMANCE - Creative Intuition will take all
reasonable precaution to safeguard the property you entrust to us,
In the
absence of negligence on our part, however, we are not responsible
for
loss, destruction or damage or unauthorized use by others of such
property. We will use our best efforts to ensure quality and timely
delivery of all printed (offset, silk-screened, embossed or otherwise
reproduced) pieces. Although we may use our best efforts to guard
against
any loss to you through the failure of our vendors, media, or others
to
perform in accordance with their commitments, Creative Intuition
is not
responsible for failure on their part.
If
you select your own vendors, other than those recommended by us,
you may
request that we coordinate their work. If at all possible, we
will attempt to do so, but we cannot in anyway he held responsible
for quality, price, performance or delivery.
LIEN
- All materials or property belonging to the AmerElite Solutions,
as well
as work performed, may be retained as security until final payment
is made
In accordance with this agreement.
RIGHTS
OF OWNERSHIP - Upon payment of all fees and expenses, Creative
Intuition will grant all reproduction and/or usage rights to AmerElite
Solutions, as outlined in the attached estimate/proposal, for all
approved
final materials created by Creative intuition for this
project.
Where
alterations or variations of the design are necessary, Creation Intuition
will be given the opportunity to make such changes at an agreed additional
charge.
We
reserve the right to photograph and/or distribute or publish for
our firms
promotional and marketing needs any work we create for you, Including
mock-ups and comprehensive presentations, as samples for our portfolio,
firm news letter, brochures. slide presentations and similar media.
We
agree to store mechanical boards and Computer disks for a period
of 6
months beyond the delivery of a job. Thereupon, we reserve the right
to
discard them.
TERM
AND TERMINATION - The term of this agreement will continue for
work In progress until terminated by either of us upon thirty (30)
days
written notice. It you should direct us at any time to cancel, terminate
or "put on hold" any previously authorized purchase, we will promptly
do
so, provided you hold us harmless for any cost Incurred as a
result.
Upon
termination of this agreement, Creative Intuition will transfer to
AmerElite Solutions all your property and materials in our control
and for
which you have paid.
PRODUCTION
SCHEDULES - Production schedules will be established and adhered
to by both AmerElite Solutions and the Creative Intuition, provided
that
neither shall incur any liability, penalty or additional cost due
to
delays caused by a state of war, riot, civil disorder, fire, labor
trouble
or strike, accidents, energy failure, equipment breakdown, delays
in
shipment by suppliers or carriers, action of government or civil
authority, and acts of God or other causes beyond the control of
the
Client or the Designer. Where production schedules are not adhered
to by
the Client, final delivery date or dates will he adjusted
accordingly.
ADDITIONAL
PROVISIONS - The validity and enforceability of this agreement
will be interpreted in accordance with the laws of the State at Texas
applicable to agreements entered Into and performed in the State
of Texas.
This agreement is our entire understanding and may not be modified
in any
respect except in an executed agreement.
If
we must retain attorneys to collect our invoices, we will be entitled
to
reasonable attorney's fees, court costs and interest at the maximum
rate
permitted by law.
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| AmerElite Solutions, Inc. | Creative Intuition |
Date
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/s/
Xxxxxx Xxxxx
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Xxxxx Xxxxxx
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12/12/05
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Xxxxxx
Xxxxx
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Xxxxx
Xxxxxx
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