Terms & Conditions of Agreement for Design Services


DEFINITIONS

As used herein and throughout this Agreement:

1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule A, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.

1.2 Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under N.Z. Copyright Law.

1.4 Deliverables means the services and work product specified in the Proposal to be delivered by MagentaDot Brands Limited, Designer Shaun Waugh, or any agents or employees thereof.to Client, in the form and media specified in the Proposal.

1.5 Designer Tools means all design tools developed and/or utilized by MagentaDot Brands in performing the Services, including without limitation pre-existing 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.

1.6 Final Works means all creative content developed by MagentaDot Brands, or commissioned by MagentaDot Brands, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and MagentaDot Brands’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

1.7 Final Deliverables means the final versions of Deliverables provided by MagentaDot Brands and accepted by Client.

1.8 Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by MagentaDot Brands and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.

1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.

1.10 Services means all services and the work product to be provided to Client by MagentaDot Brands as described and otherwise further defined in the Proposal.

1.11 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

1.13 Working Files means all underlying work product and digital files utilized by MagentaDot Brands to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.

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