Terms and Policies
Independent Contractor Agreement
Tim Spruill (Designer) also known as Tim Spruill Creative and TSC is here for you, as your partner, team member and professional consultant to meet your creative design and visual communication needs. These are my Terms, Policies and conditions. please take time to read through thoroughly and ensure you fully understand these terms and conditions and their implications before you commence any project with Tim Spruill Creative. Please also note that from time to time TSC may need to alter these terms and conditions without notice. Please contact us if you do not understand any of the terms and conditions in this document.
I agree to do:
1. Scope of Work. I will do any project with the designated and agreed upon number of days, weeks, months after I receive a signed copy of an Agreement and fifty (50) percent of the payment; unless otherwise noted. Verbal agreements or reply to emails are excepted for certain arrangements, projects and repeated projects.
2. Final Files. I will deliver to you, via electronic mail (or a downloadable hyperlink), within 1-2 days after you approve the final design(s), digital files containing the final design(s), in the following format(s): Logo(s): JPEG, PNG, PDF, EPS, Ai. Print ready PDF files for press. Source Files may also be available in some cases, as long as you-the client- has the adequate application(s) for viewing. Any additional adjustment not made by me and alterations you make or any party that is NOT of Tim Spruill Creative, are not covered by any preexisting agreement.
3. Original Work/Conflicts/Confidentiality. I promise that, except for anything that you gave me to incorporate into the design(s): (a) my work will be original and will not be copied in whole or in part from any other work; (b) I own the rights that I am giving you under any Agreements, or I have secured such rights to any third-party content incorporated into my final design(s); and (c) my work does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. I promise that any Agreements does not conflict with any other contract, agreement or understanding to which I am a party. Finally, I promise that I’ll hold and maintain in strict confidence any confidential information that you provide me (such as proprietary technical or business information), and I will not disclose such information to any third party except as may be required by a court or governmental authority.
4. Payment for Work. You promise to pay me the total sum (“Fee”) of any agreed upon fees (U.S. Dollars) in two payments. Fifty (50) percent of the Fee will be due when you and I sign any Agreements and before I begin. The remaining fifty (50) percent of the Fee will be due immediately after I send you final files containing the final design(s) you approved. Payment will be made via check, Paypal or money order.
4b. Additional costs. If asked to use any third-party content (such as stock photos) in the design(s), you promise to pay immediately to cover the actual cost of licensing that third-party content for use in the design(s). You agree that such cost do not include any previous quotes or estimates. You agree that until you pay me in full, you will not acquire the rights or license to use or transfer ownership of any design(s) that I create for you under any Agreement.
4c. Recurring consistent work that fall under a “create on demand” scenario can be negotiated for schedule invoicing and a payment plan/arrangements. Please inquire if you will need daily, weekly or monthly assistance and work done. Please be advised that prompt payments in these cases will guarantee my availability. Delayed or late payments will not guarantee priority for such projects.
5. Pay Me For Extra Work. I agree that the Fee(s) you owe me will cover in full all of the work listed in paragraph 1 of any Agreement. You agree that if you ask me to make changes or do other work for you that is not covered by any Agreement, you’ll pay me an hourly rate depending on project tasks, but no less then $30 per hour and this payment will be in addition to all other amounts you owe me under any Agreement. You also agree that if you ask me to do work outside the scope of any Agreement, I may have extra time to send you the final files for the design(s).
6. You Have Rights To The Client Content. You promise that: (a) You own the rights to use anything you give me (“Client Content”); and (b) using such Client Content does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. You grant me a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with my work for you under any Agreement and my limited promotional uses as allowed by any Agreement. You also affirm and represent that any Agreement does not conflict with any other contract, agreement or understanding to which you are a party.
7. You Promise To Provide Feedback. You agree that I cannot send you final files unless you give me timely feedback and approve the final proofs I’ll send you. You agree to provide timely feedback so that I can understand your concerns, objections or corrections to the design(s). I agree to listen to your feedback and make changes to the design(s) in response to your feedback. You promise not to unreasonably withhold acceptance of the final design(s). Finally, you agree that my work on this project will be complete and the Agreement will end after I deliver to you final files containing the final design(s) that you’ve approved.
What rights each of us will have:
8. Rights Before You Pay Me In Full. You understand and agree that until you pay me in full, I own full rights to each and every original design I create for you under this Agreement. If you don’t pay me in full, you agree that I can complete, exhibit, use and sell the design(s) at my sole and absolute discretion. You also agree that I own all of the concepts created before you select the final design(s).
9. Rights After You Pay Me In Full. I understand and agree that after you pay me in full, you will own rights (as defined in any given Agreement) to the final design(s) that you approve and I create for you. You understand and agree that I own all of the concepts/preliminary designs created before you select the final design(s), except for elements in those concepts that are incorporated into the final design(s) that I deliver to you. You will receive rights for the final design(s) only. You agree that I will retain the right to use the final design(s) and all preliminary designs in design competitions, publications on design, educational purposes and in marketing my design business. You will be solely responsible to make sure that the design(s) I create for you will be available for use in commerce and protectable under trademark law.
10. Right To Make Changes. I agree that after you pay me in full, you may make any changes or additions to the design(s) I create for you under an given particular Agreement, which you in your discretion may consider necessary, and you may engage others to make any such changes or additions, without further payments to me. You agree that if you ask me to make changes or additions to the design(s) after you approve the final files, you and I will negotiate a separate additional payment for my time to make such changes.
11. Rights For Logo Designs. If the work I am doing for you includes the design of a logo, I give you the full rights to use the logo design I create in any and all media without restrictions of any kind. Additionally, I agree that after you pay me in full, I will cooperate with you and execute any additional documents reasonably requested by you to evidence such assignment of rights.
12. Rights For Designs Other Than Logos. For any non-logo design(s) that I create for you, I give you the following rights: For my work, you may produce as many copies, prints and reproductions as needed for the specific task of visual communications and promotions. If stock images are used, this agreement does not cover licensing agreements that are a condition of any third party licensing. If you want to purchase a right that’s not listed in this paragraph, you and I will need to negotiate a separate license for such additional rights, and you’ll pay me a separate fee.
13. Entire Agreements. Any given or particular Agreement constitutes the complete and exclusive agreement between you and I concerning the work on any given project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing. We can modify any agreement in writing, if both you and I sign that modification.
14. I am an Independent Contractor. You agree that I am an independent contractor and not your employee. Although you will provide general direction to me, I will determine, in my sole discretion, the manner and ways in which I will create any work and design(s) for you. The work that I create for you under any Agreement will not be deemed a “work-for-hire”, as that term is defined under U.S. Copyright Law. Whatever rights I grant you will be contained in a particular
15. Tim Spruill and Tim Spruill Creative / TSC shall not be liable for any failure or delay in supply or delivery of products/services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of TSC. Including but not limited to alien invasion, damage or loss of computer, credit discrepancies, war, natural disasters, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.
* I , Tim Spruill, reserve the right that my Terms of Service and all content above or on any page of this website can be modified at any time.
By making your purchase, you agree to my Terms of Service.
Questions? Contact me and I’d be happy to assist.
Policies last modified on May 23, 2017.