Terms & Conditions (Web projects)
The following terms and conditions are applicable to all web design and related services provided by Synch Media. Other terms and conditions may apply and will be specified in detail with your design quote.
When you engage Synch Media for the specific purpose of developing and/or improving a website, you authorize us to access you hosting account, and authorize your web hosting service to provide us with “write permission” to your web pages, cgi‐bin directories and any other directories or programs which need to be accessed for this project including MySQL databases. You also authorize us to publicize the completed web site to search engines and other web directories and indexes when SEO service is requested.
You must understand that any web hosting requires a separate contract with the hosting provider unless hosting is provided by Synch Media. You agree to select a web hosting service which allows us full access to the website and a cgi‐bin directory via FTP and telnet. You further understand that if the web hosting service’s operating system is not a Unix system, or there are limitations in place that will not allow some standard software to work, providing a substitute may incur additional charges.
Maintenance and Updates
Updates to content in your website are included for one (1) month at no additional cost. This includes changes to content (text), which must be provided in electronic
format. It does not include changes to the site design or installing additional pages. Maintenance after the one‐month period for changes to the site will be billed at our
normal hourly rate.
You are responsible for writing and providing the content for your web site unless otherwise specified or agreed upon.
In an effort to save our clients money, we usually recommend using open source software so the client will not be required to pay licensing fees for the use of the program. If you opt to use a licensed software program that requires licensing fees, you are solely responsible for the payment of these fees. Software programs have standard functionality and are customized by us during the design process to meet your needs as best possible. Any additional functionality beyond the standard parameters built into the software is dependent upon the availability of add‐on modules. Modifying any software program or installing additional modules beyond that specified in the design estimate or after the site is completed will be billed at our normal hourly rate.
From time to time technical issues may arise where your website might not function as designed or intended. We will correct any technical issues in the functionality of your website and any software installed at no cost.
Modifications to Your Site
If you make any changes to your website yourself, or use a third party to make changes to your website, we will not be responsible for the look or functionality of your site. Corrections to your website after changes have been made by you or a third party will be billed at our normal hourly rate.
If you contact us by telephone for any reason other than a technical defect in your website or any programs or scripts installed in your site beyond the six month maintenance period you will be billed for the call at our normal hourly rate. If you have questions regarding updates or changes to your site please contact us via email and we will provide an answer as best possible.
In the quote provided for your project we provide the estimate time it will take to be completed. This time frame may be longer if you fail to provide content in a timely fashion or by any other technical issues that may arise.
An initial deposit (normally 50% of the estimated total cost) is due upon execution of an agreement. Final payment is due on completion or upon such other terms as may be agreed upon.
Payment of Fees
Fees are due and payable as detailed in the project estimate. In the event the client has not secured web space on a web hosting service by the time the web pages are completed, the web pages may be delivered to the client on CD or attached to an email message. If the website is not completed within the time frame specified because you have failed to provide content as required, final payment will be due at the expiration of the time frame provided. Advertising the pages to web search engines occurs only after the final payment is made. All payments will be made in US funds by approved electronic transaction unless otherwise agreed upon.
Our normal hourly rate is $50.00 per hour. There is one (1) hour minimum for any updates or modifications to your site that are not included in the six month maintenance period or for any telephone consultation specified above.
Assignment of Project
While we prefer and try to perform all work in‐house, we do reserve the right to assign subcontractors to your project to ensure proper function and on‐time completion.
Copyrights and Trademarks
You represent to us and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to us for inclusion in your web pages are owned by you, or that you have permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend us and our subcontractors from any claim or suit arising from the use of such elements furnished by the you.
Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. You agree that you are solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend us and our subcontractors from any claim, suit, penalty, tax, or tariff arising from the your exercise of Internet electronic commerce.
Late Payment Penalties
In order for us to remain in business, payments must be made promptly and are due within 10 days of the date of invoice or as otherwise agreed upon or stated above.
Delinquent bills will be assessed a 30% per annum or 5% per month charge if payment is not received within 10 days of the invoice date. We reserve the right to remove web pages from viewing on the Internet until final payment is made. In case collection proves necessary, you agree to pay all fees incurred by that process.
Right of Refusal
Synch Media reserves the right to refuse service or products to any person or organization.
Terms and Conditions (Design projects)
General Working Agreement
This document defines the terms and conditions of our working relationship. All projects or services that SYNCH MEDIA may be contracted to produce or provide for CLIENT will be subject to the following:
Based on our experience with long‐term design communications projects, we have found that it is mutually advantageous to handle each project in logical working/billing phases.
Concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating, and billing in several phases permits SYNCH MEDIA or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed only through phases and/or portions of phases that were actually completed by SYNCH MEDIA. For each project, CLIENT will receive a proposal/estimate outlining the project specifications and our proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out‐of‐pocket expenses. We will begin work upon CLIENT’S approval of the written estimate. Your approval (written or oral) will constitute an agreement between us.
CLIENT agrees to pay SYNCH MEDIA in accordance with the terms specified in each proposal/estimate. Once estimate/proposal is approved work can begin. Unless otherwise specified, all subsequent balances due are payable upon art approval. Interest on past due balances is 30% per annum or 5% per month. We reserve the right to refuse completion or delivery of work until past due balances are paid.
Estimate: Billing shall reflect the actual costs incurred. Valid for 30 days from the date printed on the estimate. Client requested changes would be billed additionally. The client shall be notified of any price changes.
Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, color printouts, laminating, illustrations, separations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to Florida sales tax unless 1) You are a nonprofit organization; or 2) the work is for resale and you have submitted a valid resale certificate to Synch Media. If consultant or supervisory services are required in out-of‐town locations, we will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.
Revisions and alterations
New work requested by CLIENT and performed by SYNCH MEDIA after a proposal/estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a proposal revision memo to you, and both parties must agree to a revised additional fee before further work proceeds.
Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.
Estimates are based on a reasonable time schedule, and may be revised to take into consideration your “ Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate. In addition, outside suppliers such as service bureaus charge a 100% to 200% markup on overtime after 5:30pm and weekends.
Nature of copy
CLIENT agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, service mark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
Errors and Omissions
It is the CLIENT’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. SYNCH MEDIA is not liable for errors or omissions. Your signature or that of your authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation.
CLIENT shall pay for all transmissions charges. SYNCH MEDIA is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable, and satellite network or from incompatibility between the sending and receiving equipment.
Placement of advertisement
At your request, we will purchase media space on your behalf through our media division. Space will be billed to you at current rates plus the standard agency commission.
Inspection of books
Upon reasonable notice, any and all invoices from our vendors, time sheets and other documentation relating to your account will be available to you. Property and suppliers performance SYNCH MEDIA will take all reasonable precautions to safeguard the property you entrust to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed (offset, silk‐screened, embossed or otherwise reproduced) pieces. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, SYNCH MEDIA is not responsible for failure on their part.
If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. If at all possible, we will attempt to do so, but we cannot in anyway be held responsible for quality, price, performance or delivery.
All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied.
Rights of ownership
Once a project has been delivered by us and is fully paid for by CLIENT, SYNCH MEDIA will assign the reproduction rights of the design for the use(s) described in the proposal. According to the Copyright Law of 1976, the rights to all design and art work,including but not limited to photography and or illustration created by independent photographers or illustrators retained by SYNCH MEDIA, or purchased from a stock agency on your behalf, remain with the individual Synch Media, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with SYNCH MEDIA and/or his/her authorized representative, you may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If you wish to use the design we have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact us to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through your vendors, you agree to return to us all our original mechanicals and artwork (slides, prints, drawings, separations, etc.) within two weeks, and to provide us with printed samples of each project.
We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock‐ups and comprehensive presentations, as samples for our portfolio, firm newsletter, brochures, slide presentations and similar media. We agree to store mechanical boards and computer disks for a period of 6 months beyond the delivery of a job. There upon, we reserve the right to discard them.
Term and termination
The term of this agreement will continue for work in progress until terminated by either of us upon thirty (30) days written notice. If you should direct us at any time to cancel, terminate or “put on hold” any previously authorized purchase, we will promptly do so, provided you hold us harmless for any cost incurred as a result. Upon termination of this agreement, SYNCH MEDIA will transfer to CLIENT all your property and materials in our control and for which you have paid. CLIENT will indemnify and hold SYNCH MEDIA harmless for any loss or expense (including attorney ’s fees), and agree to defend SYNCH MEDIA in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertations made against CLIENT and any of its products and services arising from the publication of materials that we prepare and you approve before publication.
Production schedules will be established and adhered to by both CLIENT and the DESIGNER, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the Client or the Synch Media. Where production schedules are not adhered to by the Client, final delivery date or dates will be adjusted accordingly.
Right of Refusal
Synch Media reserves the right to refuse service or products to any person or organization.
The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of Florida applicable to agreements entered into and performed in the State of Florida. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement. If we must retain attorneys to collect our invoices, we will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.
Terms and Conditions (Print)
Your use of our Website constitutes your agreement to follow and be bound by the Agreement. If you do not agree to be bound by the Agreement, please do not use our Website. Although you may “bookmark” a particular portion of our Website and thereby bypass the Agreement, your use of (or clicking onto) any portion or page of our Website still binds you to the Agreement. Since we may revise the Agreement at any time, we recommend that you visit these pages periodically to review the Agreement.
Important Notice for All Clients
Synch Media prints offset gang run jobs unless otherwise stated. Color Critical jobs must be submitted clearly noted as Color Critical, and must be accompanied by a request for Color Proof. Color Proofs will result in an additional charge and a change on the turnaround time. The dimension of the printed pieces for postcards, rack cards & club flyers will be 1/16″ from original listed size. If the final size is critical please contact Synch Media for further assistance, this may result in an additional charge.
Order Cancellation Policy
Due to the nature of the printing jobs, we are unable to cancel orders once they are placed.
Jobs may be subject to other fees as follows:
- $15.00 — Additional Epson proofs (per 8.5″ X 11″, per side).
- $50.00/hour — Approved artwork alterations; 1‐hour minimum.
- $25.00 — Re‐RIP of any file.
- $10.00 — Handling fee for all jobs.
- $5.00 — PDF proof on Business Card jobs.
This is not an exhaustive list; other fees may be incurred in special circumstances.
Any original media (discs, pictures, slides, proofs, etc.) are non‐returnable and become the property of Synch Media unless pre‐arrangements are made. Preferred file type is Adobe PDF. Acceptable applications for Mac & PC include (but are not limited to) Adobe Illustrator, Adobe InDesign, Adobe Photoshop and Adobe PDF. Additional charges may apply if furnished media are incompatible with Synch Media software. We cannot guarantee consistent results if files are generated by other applications like Microsoft Publisher. For best results, all rasterized files should be converted to CYMK. All fonts must be included or embedded. Images must be flattened with CMYK in JPEG, TIFF or EPS format. Proofs will be e‐mailed or shipped out within 24 hours of receipt of files and order form. Turnaround time begins after receipt of final proof approval. Final approval will only be accepted in written format. No verbal approvals will be accepted. Job is considered complete if within +/‐ 5%. Quoted prices do not include any shipping, handling or sales taxes (if applicable). Prices are subject to change without notice. All jobs require payment in full upon acceptance of order. Unless other payment terms have been previously arranged and account is up to date, your credit card will be charged upon placement of order.
Customer Supplied Proofs
For each job, the customer may be required to supply a color hardcopy proof of their job when placing their order. If the job is two‐sided, folds or binds (like brochures and catalogs), then a working model (mockup) of the job is required to indicate backup, page orientation, folding, binding and page order/assignment. Synch Media is not responsible for any such errors if a working model is not provided prior to proofing. Synch Media is also not responsible for any and all errors in the customer’s printing job if they select the “Run As Is. No Proof” option.
Color Proof Accuracy
Please note that although color proofs supplied to the customer are highly calibrated and very accurate, they cannot match the final printed product 100%. This is due to the fact that proofs are created in a different way than the printed piece (ink, paper stock, registration, line screens, etc.) Also note that the customer proof may not closely match our proofs or the printed piece either for the same reasons, and because the customer supplied proofs are not calibrated to our presses.
Right of Refusal
Synch Media reserves the right to refuse service or products to any person or organization.
Although Synch Media makes every possible effort to turn jobs around in the estimated times offered, your job may require more time due to unforeseeable or uncontrollable circumstances or finishing services added onto the job. Synch Media will not credit customers if a job runs past the estimated turnaround time. TURNAROUND TIMES ARE AN ESTIMATE, NOT A GUARANTEE!
Unless otherwise noted, all written and/or other materials that are part of our Website, including information, images, illustrations, designs, icons, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds and other material (collectively “Content”), are protected by copyright, trademark, patent or other proprietary rights, and these rights are valid and protected in all forms, media and technologies existing now or developed in the future. Except as expressly authorized or licensed, you may not copy, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale, lease or rental of, create derivative works from or in any way exploit any of the Content, in whole or in part. All Content is copyrighted as a collective work under the U.S. and international copyright laws, and Synch Media owns, to the fullest extent allowed by such laws, the copyright in the selection, coordination, arrangement, and enhancement of all content. The Synch Media trademarks, logos and other trademarks on our Website are the property of their respective owners and are owned by, licensed to, or, where required, used with permission of Synch Media, and, as such, may not be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner.
Your Use of Our Website
Our Website and the Content are intended solely for your personal, non‐commercial use. You may download or copy the Content and/or other downloadable materials displayed on the Website for your personal use only; provided that you also retain all copyright, trademark and other proprietary notices contained in the material, do not modify or alter the material and do not copy or post the material on any network computer or broadcast the material in any media. It is strictly prohibited to modify, transmit, distribute, reuse, repost, “frame” or use the Content for public or commercial purposes without written permission from an authorized representative of Synch Media It is also strictly prohibited to download any images of the Synch Media products which appear on our Website. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Website or any related intellectual property. You agree that if Synch Media, in our sole and unfettered discretion, requests in writing that you remove any link or links to our Website, you will promptly do so. You agree that we may, in our sole discretion, and at any time, terminate your access to and use of our Website, or any part thereof, with or without notice.
NO WARRANTIES, LIMITATION OF LIABILITY
YOUR USE OF AND RELIANCE UPON ANY AND ALL INFORMATION, INCLUDING BUT NOT LIMITED TO THE CONTENT IS AT YOUR SOLE RISK. SUCH INFORMATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SYNCH MEDIA MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, OR GUARANTEES WITH REGARD TO THE APPROPRIATENESS, ACCURACY, SUFFICIENCY, CORRECTNESS, VERACITY, VALUE, COMPLETENESS, OR TIMELINESS OF SUCH INFORMATION. SYNCH MEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON‐INFRINGEMENT. IN NO EVENT SHALL SYNCH MEDIA AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF OUR WEBSITE, WITH THE DELAY OR INABILITY TO USE OUR WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SYNCH MEDIA WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF OUR WEBSITE, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF SYNCH MEDIA OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
Tampering with our Website, misrepresenting the identity of a user, using buying agents or conducting fraudulent activities on our Website are prohibited. Users are prohibited from violating or attempting to violate the security of our Website, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) using our Website for unintended purposes or trying to change the behavior of our Website; © attempting to probe, scan or test the vulnerability of a system or network or breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including without limitation via means of submitting a virus to our Website, overloading, “flooding,” “spamming,” “mail bombing” or “crashing”; (f) forging any TCP/IP packet header or any part of the header information in any e‐mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability; or (g) forging communications on behalf of our Website (impersonating our Website), or to our Website (impersonating as a legitimate user). Sending unsolicited and unauthorized e‐mail on behalf of Synch Media, including promotions and/or advertising of products or services, is expressly prohibited. You agree not to use any device, software or routine or data to interfere or attempt to interfere with the proper working of our Website or any activity being conducted on this site. You agree, further, not to use or attempt to use any engine, software, tool, agent, data or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search our Website other than the search engine and search agents provided by us (if any) or by generally publicly available and acceptable browsers. If and when requested, you agree to provide true, accurate and complete user information to Synch Media, and to refrain from impersonating or falsely representing your affiliation with any person or entity.
Our Website is intended for use by individuals 13 years of age or older. Our Website is not directed to children under the age of 13. Users under the age of 13 must use the assistance of a parent or guardian before they use or visit our Website.
Errors, Corrections and Changes
Occasionally there may be information on our Website that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. We reserve the right (and we will use commercially reasonable efforts) to correct any errors, inaccuracies or omissions. Additionally, we reserve the right to change or update information at any time without prior notice.
Information & Content You Submit to Us
By using our Website, you agree that any information (except for purchase information as applicable), materials, suggestions, ideas or comments you send to us or any other third party using our Website is not confidential. By submitting any solicited or unsolicited information using our Website, you grant to Synch Media and its affiliates (“Synch Media,” as used herein) an irrevocable and unrestricted license to use, modify, reproduce, transmit, display and distribute such materials, information, suggestions, ideas or comments for any purpose whatsoever, to the extent permitted by law.
You agree to indemnify, defend and hold harmless Synch Media, its partners, affiliates, subsidiaries and suppliers from any liability, loss, claim and expense (including attorneys’ reasonable fees) related to your violation of this Agreement.
Third Party Websites & Links
Applicable Law & Other Terms
Our Website is created, operated and controlled by Synch Media in the United States of America. The laws of the State of Florida will govern the Agreement without giving effect to any principles or conflicts of laws. You hereby consent to the exclusive jurisdiction and venue of courts sitting in Miami‐Dade County, Florida in all disputes arising out of or relating to the use of our Website. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and Synch Media with respect to our Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Synch Media with respect to our Website. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.