Terms and Conditions of Service

Stambaugh Designs LLC

Effective date: April 11, 2022

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By accessing or using the services of Stambaugh Designs (“Company,” “we,” “us,” or “our”), including but not limited to booking services through our website, paying invoices, or engaging in any project with us, you (“Client,” “you,” or “your”) agree to be bound by the following Terms and Conditions (“Agreement”). If you do not agree to these terms, you must not use our services or proceed with any project.

1. Payment Schedule

1.1. Initial Payment: Client agrees to pay 50% of the total project cost (“Project Total”) as an upfront deposit before the project commences.
1.2. Final Payment: The remaining 50% of the Project Total is due upon completion of the project and before the delivery of final deliverables.
1.3. Project Start: The project will commence only after the Initial Payment is received and this Agreement is signed by both parties.

1.4. Hourly Rate Payments: If the project requires ongoing hourly work, Client agrees to pay hourly invoices at $150/hour on completion of work and receipt of invoice.

2. Project Time Frame

2.1. Estimate: The project timeline is an estimate based on the assumption that Client will provide necessary feedback within one (1) business day when requested.
2.2. Delays: If Client fails to provide feedback within one (1) business day, the project timeline will be extended by the same number of days as the delay.
2.3. Extended Delays: If feedback delays exceed five (5) business days, Company reserves the right to redefine the project timeline and/or adjust the project scope and cost.

3. Length of Project Quote Validity

3.1. Unaccepted Proposals: Any proposal, including the Project Total, is valid for two (2) weeks from the date it is issued. If the proposal is not accepted within this period, it must be renegotiated.
3.2. Accepted Proposals: Once accepted, the proposal remains valid through the completion of the project, subject to the terms of this Agreement.

4. Feedback

4.1. Definition: Feedback is defined as a written response to questions or requests for information from Company that are necessary to proceed with the project.
4.2. Feedback Delay: Failure to provide feedback within one (1) business day constitutes a Feedback Delay, which will extend the project timeline as outlined in Section 2.2.
4.3. Excessive Delays: If Feedback Delays total five (5) business days or more, Company may redefine the project timeline and/or adjust the project scope and cost.

5. Informational Provision

5.1. Client Responsibility: Client agrees to provide all necessary content, goals, concepts, ideas, and strategies before the project start date.
5.2. Post-Start Information: Any information provided after the project start date may not be considered during the design process and may result in adjustments to the project timeline and cost, as outlined in Section 6.

6. Changes

6.1. Scope Changes: Any additions, alterations, or changes to the project scope, concepts, or direction beyond the details outlined in the proposal may result in adjustments to the project timeline and/or cost.
6.2. Redefinition: Company reserves the right to redefine the project timeline and/or cost in response to change requests.

7. Default

7.1. Company Default: Company will be in default if it fails to complete the project by delivering the agreed-upon deliverables as defined in the proposal.
7.2. Client Default: Client will be in default if they (a) fail to provide feedback for seven (7) business days or (b) fail to make payments according to the Payment Schedule.
7.3. Termination for Default: Either party may terminate this Agreement if the other party is in default and fails to correct the default within thirty (30) days after receiving written notice of the default and intent to terminate.

8. Non-Defaulting Termination

8.1. Client Termination: If Client terminates this Agreement for reasons unrelated to default, ownership of all copyrights, concepts, and original artwork shall remain with Company. Client agrees to pay for all expenses incurred up to the termination date.

9. Ownership of Artwork

9.1. Transfer of Rights: Upon receipt of the Final Payment, Company irrevocably transfers the copyright and exclusive use of the deliverables to Client.
9.2. Retained Rights: Until full payment is received, Company retains ownership and copyright of all deliverables.
9.3. Portfolio Use: Company retains the right to display deliverables in its portfolio and submit them to online galleries.

10. Releases

10.1. Indemnification: Client agrees to indemnify and hold harmless Company against all claims, expenses, and attorney’s fees arising from uses for which no release was requested or uses that exceed the authority granted by a release.

11. Contract Modifications

11.1. Written Agreement: Any modifications to this Agreement must be in writing and signed by both parties. A new version of the Agreement must be implemented following standard documentation and approval procedures.

12. File Modifications

12.1. Client-Modified Files: Company reserves the right to decline working with client-modified versions of Company’s work.

13. Warrant of Originality

13.1. Original Work: Company warrants that, to the best of its knowledge, all work is original, has not been previously published, or that consent for use has been obtained.
13.2. Client Responsibility: Client agrees to hold Company harmless for any liability arising from Client’s use of deliverables that infringe on the rights of others.

14. Limitation of Liability

14.1. Exclusion of Damages: Client agrees that Company shall not be liable for any incidental or consequential damages arising from delays or failures to perform, whether caused by Company, Client, or third parties.

15. Dispute Resolution

15.1. Arbitration: Any disputes exceeding the small-claims court limit shall be resolved through binding arbitration under the rules of the American Arbitration Association.
15.2. Costs: The losing party shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award.
15.3. Jurisdiction: All actions must be filed in Whatcom County, Washington.

16. Standard Rates

16.1. Hourly Rate: Client acknowledges Company’s standard rate of $150/hour for any additional work unrelated to this Agreement.

17. Acceptance of Terms

17.1. Binding Agreement: By paying for and utilizing Company’s services, Client agrees to be bound by this Agreement.
17.2. Governing Law: This Agreement is governed by the laws of the United States and applicable state statutes.

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Contact Information
For questions or concerns regarding these Terms and Conditions, please contact Stambaugh Designs at:
Phone: (360) 383-5662
Email: hello[at]stambaughdesigns.co