Terms of service

 

This Contract is between Victoria Verbaan and the Client. 

The Client agrees that all communications relating to the Artwork shall be made only to Victoria Verbaan. 

The copyright in the Work, including all preparatory designs for the Work which includes but is not limited to sketches, graphic works, project development and production drawings, prototypes and other matters (“Artwork”), commissioned by the Commissioner shall be retained by Victoria Verbaan.

The Commissioner or the Client (where the Commissioner is acting as an intermediary) is granted a licence solely as specified and for the usages set out on the face of the Client Order Confirmation. For the avoidance of doubt, Victoria Verbaan shall have the right to use the Work and Artwork for the purpose of self-promotion, unless both parties agree otherwise in writing. 

The licence hereby granted is conditional upon Victoria Verbaan having received payment in full of all monies due. Any attempt to reproduce the artwork without such payment, will be regarded as a breach of copyright.

The licence hereby granted is personal to the Commissioner or the Client (where the Commissioner is acting as an intermediary) and the rights may not be assigned or sub-licensed to any third parties without Victoria Verbaan’s prior written consent.

The Commissioner accepts that the use of the Work and Artwork is restricted as specified in terms of usage. Further use of the Work or Artwork is subject to an additional licence to be granted by Victoria Verbaan.  Both parties shall negotiate the terms of the additional licence in good faith. 

Payment
Unless stated otherwise in this Agreement, the Fee is payable in ZAR, Euro if the client is in Europe, or in US Dollars for USA.

All fees due to the Artist shall be exclusive of any applicable Value Added Tax (“VAT”) or like tax (which shall be additional). 

The Commissioner shall pay all invoices within 30 days of the date of the invoice. Victoria Verbaan reserves the right to charge interest at the annual rate of [8%] to accrue daily from the due date until payment is received.

Cancellation
If a commission is cancelled by the Commissioner, or should the Artwork fail to satisfy, the Commissioner shall pay a cancellation fee as follows:

• 25% of the agreed fee if the commission is cancelled before delivery of roughs;
• 33% of the agreed fee if the commission is cancelled after delivery of roughs;
• 50% after delivery of colour visual
• 75& after delivery of any subsequent revised illustration rough
• 100% of the agreed fee if the commission is cancelled on delivery of finished artwork.

If the commission is cancelled at an intermediate stage, a fair and reasonable amount on account of the Fee due under this Agreement commensurate with the Schedule performed to date of such cancellation.

In the event of cancellation, ownership of all rights granted under this Agreement shall revert to Victoria Verbaan unless the Artwork is based on the Commissioner’s visuals or otherwise agreed.

Rejection: If Victoria Verbaan has correctly followed the brief, and the work is consistent with that of her portfolio, and with that shown to the client, then the full fee is payable. The client has no right to reject the work on the basis of style or composition. 

Under no circumstances can there be a reduction in the agreed fee if the client uses the artwork for the purposes detailed on the job.

Victoria Verbaan shall use reasonable endeavours to deliver the relevant Artwork as digital files in accordance with the specifications to the Commissioner by the agreed date and shall notify the Commissioner of any anticipated delay in which case the Commissioner may (unless the delay is the fault of the Commissioner) ask Victoria Verbaan to deliver the relevant Artwork as agreed in the Schedule or on a mutually agreed date – whatever is the later date. 

Victoria Verbaan can only adhere to deadlines agreed if there is no delay in the approval of roughs or in the supply of reference material.

The Commissioner shall make an immediate objection upon delivery if the Artwork is not in accordance with the brief. If such objection is not received by Victoria within 7 days of delivery of Artwork it shall be conclusively presumed that the Artwork is acceptable.  Requests for amendments made later than: (a) three working days after the delivery of Artwork may be refused by the Artist where they may interfere with subsequent commissions. In this case, no reduction in fee will be allowed; or (b) seven days after the delivery of the Artwork will be refused by the Artist and it shall be conclusively presumed that the Artwork has been accepted 

If the Commissioner changes the brief and requires subsequent changes, additions or variations, Victoria Verbaan may require additional payment. Victoria may refuse to carry out changes, additions or variations which substantially change the nature of the commission.

If an estimate is requested prior to receiving full details of the commission, it should be understood that this is in no way binding and may differ after Victoria has received the complete brief.

Guarantees
Except where Artwork is based on reference material or visuals supplied by the Commissioner or where otherwise agreed, Victoria Verbaan guarantees that the Artwork is original and does not infringe any existing copyright.

The Commissioner guarantees that any necessary permissions have been obtained for the use of reference material or visuals supplied by the Commissioner or the Client and undertakes to keep Victoria Verbaan fully and effectively indemnified against any and all claims and expenses including reasonable legal fees arising from Victoria’s use of any materials provided by the Commissioner or the Client.

Source files
Deliverables do not include original source files but only files in the format specified ie pdf/tiff/jpg. 

It shall be at Victoria Verbaan’s discretion to make original source files available to the Commissioner on request for a mutually agreed fee. Usage of source files shall be governed by the same terms that govern usage of the Work by the Commissioner under this agreement.

Artwork
The Artwork shall not be intentionally destroyed, altered, retouched, modified or changed in any way whatsoever without the written consent of Victoria Verbaan.

Unless otherwise agreed in writing, supply by Victoria of any electronic image in separated or layered form shall not grant the Client the right to use the separated material.

Unless otherwise agreed in writing, the Client agrees that it will not instruct third parties to produce artwork which is the same as or similar to the Artwork.

Where hard copy original Artworks are supplied the Commissioner shall return all Artwork to Victoria Verbaan not later than 3 months after delivery in undamaged, unaltered and un-retouched condition.  The Commissioner may make and retain copies to enable it to exploit the rights granted with the Artwork.

If the original Artwork is lost or damaged at any time whilst in the Commissioner’s custody the Commissioner shall pay compensation to Victoria Verbaan for the loss/damage of the Artwork at a rate to be agreed in good faith between the parties.

Credits/Moral Rights
The Commissioner shall ensure Victoria Verbaan is credited in any editorial use of the Work. 

Credits for non-editorial use are not required.

Samples
Unless otherwise agreed, Victoria Verbaan shall be entitled to receive not less than four printed copies of the Work if applicable.

Notices
All notices shall be sent to Victoria Verbaan and to the Commissioner either at the postal address or email address stated in this Agreement. Each party shall give written notification of any change of address or email address to the other party prior to the date of such change.

No offer placed by the Client for any artwork shall be accepted by the Victoria Verbaan other than:

(a) by a Client Order Confirmation;

(b) by a purchase order signed by the Client accepting these Terms; or (c) (if earlier) by Victoria starting to produce Artwork having received either written or verbal permission to start, when a contract for the supply and purchase of the Artwork on these Terms will be established.