DEFINITIONS KINGSLEY MEDIA LTD HERE ON REFERRED TO AS KINGSLEY MEDIA AGREEMENT MEANS THE PROJECT PROPOSAL, TERMS AND CONDITIONS AND ANY OTHER ATTACHED DOCUMENTS. PROJECT MEANS THE SCOPE AND PURPOSE OF THE CLIENT’S IDENTIFIED USAGE OF THE WORK PRODUCT AS DESCRIBED IN THE PROJECT PROPOSAL. SERVICES MEANS ALL SERVICES AND THE WORK PRODUCT TO BE PROVIDED TO CLIENT BY KINGSLEY MEDIA AS DESCRIBED AND OTHERWISE FURTHER DEFINED IN THE PROJECT PROPOSAL. FINAL DELIVERABLES MEANS THE FINAL VERSIONS OF DELIVERABLES PROVIDED BY KINGSLEY MEDIA AND ACCEPTED BY CLIENT. DELIVERABLES MEANS THE SERVICES AND WORK PRODUCT SPECIFIED IN THE PROJECT PROPOSAL TO BE DELIVERED BY KINGSLEY MEDIA TO CLIENT. CLIENT CONTENT MEANS ALL MATERIALS, WRITING, IMAGES OR OTHER CREATIVE CONTENT PROVIDED BY CLIENT USED IN PREPARING OR CREATING THE DELIVERABLES. THIRD PARTY MATERIALS MEANS PROPRIETARY THIRD PARTY MATERIALS WHICH ARE INCORPORATED INTO THE FINAL DELIVERABLES, INCLUDING WITHOUT LIMITATION STOCK PHOTOGRAPHY OR ILLUSTRATION. DESIGN TOOLS MEANS ALL DESIGN TOOLS DEVELOPED AND/OR USED BY KINGSLEY MEDIA IN PERFORMING THE SERVICES, INCLUDING PREEXISTING AND NEWLY DEVELOPED SOFTWARE INCLUDING SOURCE CODE, WEB AUTHORING TOOLS, TYPE FONTS, AND APPLICATION TOOLS, TOGETHER WITH ANY OTHER SOFTWARE, OR OTHER INVENTIONS WHETHER OR NOT PATENTABLE, AND GENERAL NON-COPYRIGHTABLE CONCEPTS SUCH AS WEBSITE DESIGN, ARCHITECTURE, LAYOUT, NAVIGATIONAL AND FUNCTIONAL ELEMENTS. KINGSLEY MEDIA SERVICES.
Kingsley Media shall perform the services listed the Scope of Work according to the Work Plan and Milestones schedule.
The terms of this Agreement expire 30 days after being submitted to Client. If this Agreement expires, Kingsley Media may modify the Agreement and resubmit it to Client.
Client agrees to pay Kingsley Media the fees listed in the Project Proposal, including all taxes. Expenses: Client will pay Kingsley Media expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost; (b) Mileage reimbursement, other than normal commuting, at £0.45 per mile; (c) Travel expenses, other than normal commuting, but including airfare, rental vehicles, and accommodation with client approval. Additional Costs: Pricing in the Project Proposal includes only Kingsley Media fees. Any other costs, such as hosting, art licensing or photography, will be billed to Client. Hosting Final Deliverables: Kingsley Media will host the Final Deliverables on Kingsley Medias web space while the Project is under construction. If the Final Deliverables are not completed by the completion date listed in the Project Proposal, and the delay is not caused by Kingsley Media, Client agrees to pay Kingsley Media £10.00 per month for hosting until the Final Deliverables are moved to Clients server.
Payment Schedule: Payment is due when Kingsley Media completes each milestone as listed in the Work Plan and Milestones schedule, and Client accepts the Deliverables for that milestone. Invoices: All invoices are payable within 14 days of receipt unless otherwise agreed. Invoices shall list any expenses and additional costs as separate items.
Late Fee: A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances. Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances. Collection Expenses: Client shall pay all collection or legal fees caused by late payments. Withholding Delivery: Kingsley Media may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
Change Request: If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Kingsley Media a written Change Order describing the requested changes in detail. Within [DAYS] of receiving a Change Order, Kingsley Media will respond with a statement proposing Kingsley Medias availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Kingsley Media will evaluate each Change Order at its standard rate and charges. Major Change: If Client requests are at or near 10% percent of the time required to produce Deliverables, or the value of the Scope of Services, Kingsley Media shall be entitled to submit a new and separate Proposal to Client for written approval. Kingsley Media shall not begin work on the revised services until he receives a fully signed revised proposal and any additional fees. Minor Change: If Client requests are not Major Changes, Client will be billed on a time and materials basis at Kingsley Medias hourly rate of £25 per hour. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Kingsley Media may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Acceptance/Rejection: Client will have 14 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Kingsley Media will not be obligated to perform any services beyond those in the original Agreement.
Kingsley Media Delays: Kingsley Media shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Kingsley Media may extend the due date for any Deliverable by giving written notice to Client. The total of all extensions shall not exceed 30 days. Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. General Delays: Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.
Testing: Kingsley Media will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to Client. Approval Periods: Client shall, within 3 business days after receiving each Deliverable, notify Kingsley Media in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Kingsley Media shall, within 5 business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within 3 business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after 5 corrections by Kingsley Media, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Kingsley Media, unless otherwise specified in the Project Proposal; (b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable; (c) Make decisions regarding other parties.
Accreditation: Kingsley Media shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Kingsley Media in the Deliverables on each page of the Final Deliverables. Promotion: Kingsley Media retains the right to reproduce, publish and display the Deliverables in Kingsley Media’s portfolios and websites, 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. Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.