SERVICES

1.1 GLD agrees to provide the design services as defined in the attached proposal (the “Work”) at the request of the Client for fees agreed upon in advance and to deliver the Work by an agreed- upon due date and submission method.

1.2 GLD agrees that they will be the sole author of the Work, which will be original work by GLD. GLD may utilise consultants for various components of the work for tasks such as engineering, prototyping or manufacturing support. In effecting such engagements GLD shall notify the consultant that it is acting as agent for the client who shall be the employer of all such consultants.

1.3 The client will hold each consultant, and not GLD, responsible for the competence and the performance of obligations of that consultant. GLD will have the authority to co-ordinate and integrate into the overall design the services provided by any such consultants.

1.4 The fees of such consultants shall be paid by the client via GLD along with an agreed and separate sourcing fee to be paid to GLD unless the Client sources the necessary consultant this is in accordance to 14.2 of this agreement.

1.5 Disbursements for consultants on behalf of any client will usually result in a request for payment in advance billable to the Client.

1.6 GLD will cooperate with Client in editing and otherwise reviewing the Work prior to completion.

1.7 GLD agrees that all the services and work product provided hereunder shall be “Work for Hire”, unless it is specifically identified by GLD as falling outside the scope of the Work before the Work is finally completed. Specifically, after GLD has received full payment for all services related to the project, the Client shall own all rights to the Work improved by GLD hereunder, including, but not limited to, inventions, designs, trademarks, copyrights, drawings and artwork.

1.8 Whilst every effort will be made to achieve agreed delivery, GLD cannot accept liability or be held financially responsible for any targets or deadlines being missed for delivery of any work which is outside of GLDs control.

1.9 GLD cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided. Therefore GLD will not accept liability for any alleged claim from the Client or any Third Party as the result of unintentional similarity in part or whole of a Third Partys copyright protected or registered trademark or brand, identity, strapline, colour usage, image style and content, product or otherwise.

 

CONFIDENTIALITY 

2.1 GLD acknowledges that they may be subject to or may otherwise receive or have access to information which relates to the Clients past, present or future products, creative works, marketing strategies, pending projects and proposals, and other proprietary information (the “Proprietary Information”).

2.2 GLD agrees to preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, disclosed pursuant to this Agreement to GLD. In addition, GLD shall not disclose or disseminate the Proprietary Information to any third party other than subcontractors bound by similar confidentiality terms and shall not use the Proprietary Information for the benefit of any third party.

2.3 Unless otherwise requested in writing by Client, GLD can use materials designed for Client and final products developed in the Work, on GLD website to illustrate GLDs ability for portfolio purposes.

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COMPENSATION

3.1 Client agrees to pay GLD according to the payment terms defined in the proposal and/or invoice.

3.2 If the parameters of the Work changes, GLD will inform Client and the parties can discuss and agree upon any additional charges usually in the form of a time charge basis

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CLIENT APPROVAL

4.1 Client is responsible for written approval of Work ordered via submission of this agreement before GLD proceeds with project.

4.2 Upon acceptance and final approval of the Work delivered to Client, Client accepts responsibility and liability for any further processes and instances in which the Work is used.

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CHANGES TO WORK

5.1 Client agrees that any verbal or written changes made by Client to the scope of the Work following its initiation by GLD are subject to additional charges.

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CLIENT RESPONSIBILITY

6.1 Client is solely responsible to test the designs and any prototypes GLD provides.

6.2 Client is solely responsible to ensure that any resulting products are tested, manufactured, packaged, labeled (including adequate warnings), sold, and used in a safe and careful manner and in compliance with all applicable laws, regulations, and appropriate industry standards.

6.3 Unless otherwise specifically stated in this Agreement, Client is solely responsible for obtaining any applicable or necessary approvals.
6.4 Client assumes all responsibility for any information and/or specifications it provides to GLD and agrees that, unless specifically stated in this Agreement, GLD may rely on such information and/or specifications without independent verification.

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CANCELLATION

7.1 Both parties understand that Client or GLD may terminate the service at any time if, for any reason, the relationship is deemed unsatisfactory by either party.

7.2 Upon written cancellation, Client is responsible for payment for all expenses incurred and any Work performed toward the completion of the Work or project based on the percentage of the Work or project completed to a level deemed satisfactory by GLD.

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COMPLETION DATE

8.1 GLD shall use reasonable efforts to complete the project by the estimated completion date agreed upon by GLD and Client at the time Client retains GLD to perform the services hereunder.

8.2 In no event shall Client be entitled to recover from GLD any damages (consequential or otherwise) caused by any delay in completion.

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FORCE MAJEURE

9.1 Neither party shall be responsible for any delay or failure in delivery or performance of any of its duties hereunder due to acts of God, acts or omissions or any other occurrence commonly known as force majeure, including war, riots, acts of terrorism, embargoes, strikes, or other concerted acts of workers, casualties or accidents, or any other causes or circumstances that prevent or hinder the manufacture or delivery of the Parts.

9.2 Such party may cancel or delay performance hereunder for so long as such performance is delayed by such occurrence and in such event the party shall have no liability to the other party.

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INDEMNIFICATION

10.1 Client agrees to indemnify GLD, its employees, agents, representatives and suppliers from and against any and all liability, claims, damages and other expenses (including solicitors fees, court costs and litigation expenses) arising out of or relating to any claim or action, regardless of form, concerning any breach of this Agreement by Client, any acts or omissions by Client relating to Clients performance under this Agreement, and any claim of third parties arising out of this Agreement or the sale of services hereunder.

10.2 Client will also indemnify, defend and hold GLD harmless from any claim that the product designed from the services hereunder violate any patent or proprietary rights of a third party.

10.3 It is the Clients responsibility to pursue patent, copyright or other proprietary rights protection.

10.4 GLD does not accept liability beyond the remedies set forth herein, including but not limited to any liability for lost revenue or profits or loss of business. Except as expressly provided herein, GLD will not be liable for any consequential, special, indirect, or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party. The client assumes all risk and all responsibility for any damages caused from the work carried out.