Service contract - Development or redesign of visual identity (branding)

1. Purpose

This Service Agreement defines the terms and conditions applicable to branding and identity development services provided by Alexem Studio Inc. By accepting a quote or commissioning Alexem Studio for a branding project, the client agrees to be bound by this Agreement in its entirety.

2. Scope of included services

Visual identity development or redesign services include :

• Creative research and proposal of original concepts
• Development or redesign of a logo and its variations
• Creation of color palettes, typographic choices and graphic charters
• Design of identity-related templates and visual aids (e.g. business cards, stationery, social media templates, presentations)
• Delivery of final files in suitable formats (AI, EPS, PDF, PNG, etc.)

Any services not specified in the accepted tender must be the subject of a separate order.

3. Obligations of Alexem Studio

Alexem Studio commits to :

• Provide professional graphic design services according to industry standards
• Develop creative proposals in line with the specifications and budget defined in the tender
• Deliver final files in agreed formats
• Transfer to the customer the exclusive right to use the final creations, once the project has been paid for in full.

Commitment of means and good faith

Services are rendered with an obligation of means, in good faith, according to the knowledge, skills and information available at the time of the project. Alexem Studio cannot guarantee or be held responsible for defects, risks or problems beyond its reasonable knowledge, beyond its competence or beyond an explicit request from the customer to manage them.

4. Customer’s responsibilities

The customer must :

• Provide clear information about your market, values, current identity and needs
• Provide any existing elements to be retained or developed (e.g. old logo, symbols, slogans, photos)
• Guarantee that it holds the rights to use and modify the elements supplied
• Check and approve deliverables before distribution

Specific responsibilities

• Digital proofs are systematically sent to the customer for validation. An affirmative e-mail response constitutes official approval.
• Normal variations in color or rendering between a digital proof and external print or digital applications (printing, display, various screens) are considered acceptable.
• Any errors not reported before approval remain the responsibility of the customer.

The customer undertakes to designate a single decision-maker with the necessary authority and competence to give final approval to all stages and deliverables of the project. This designation must be communicated in writing to Alexem Studio prior to the start of the mandate. Alexem Studio will only consider feedback and approvals issued by this decision-maker. Requests or approvals from other parties will not be considered unless formally communicated by the designated decision-maker. The customer acknowledges that obtaining and waiting for multiple, sometimes contradictory, approvals may impact project deadlines and result in additional billable costs.

5. External tools and licensed resources

Depending on the nature and budget of the assignment, Alexem Studio may use external services or generative artificial intelligence tools (e.g. DALL-E, Adobe Firefly, MidJourney, Artlist), as well as licensed resource banks. These tools are used in a professional manner and in accordance with the terms and conditions of their suppliers. The customer acknowledges that their use does not confer worldwide exclusivity, and that the rights to use the final deliverable are limited to the conditions laid down by these platforms.

About fonts

• Alexem Studio integrates only royalty-free or commercially-licensed fonts into its designs.
• When the quotation includes a right of transfer, Alexem Studio may transfer to the customer a license of use limited to the deliverables delivered (e.g. logo, graphic charter, website).
• Unless specifically provided for in the quotation, font licenses offered or suggested for direct use by the customer (installation on the customer’s computers, software or internal systems) are excluded and remain the responsibility of the customer.

6. Intellectual property

• Source files, sketches, mock-ups and concepts remain the property of Alexem Studio until full payment has been received.
• After payment, the customer receives an exclusive right of use on the final creations delivered, for the intended purposes.
• The customer acknowledges that it cannot claim worldwide exclusivity on elements from external databases or generative tools.
• Alexem Studio retains the right to use the projects in its portfolio, social media and website.

7. Errors and omissions

• Alexem Studio takes all reasonable precautions to deliver quality work
• In the event of human or technical error, its liability is limited to the correction of the error within a reasonable time.
• Alexem Studio cannot be held responsible for errors or defects not reported by the customer during the validation process, nor for problems not detectable or known at the time of delivery.
• Any changes requested after approval are subject to delays and additional charges.
• Variations in color, typography or media (paper, inks, prints, screens) are inevitable and cannot be guaranteed to be identical.
• Any indirect loss (loss of income, damage to reputation, loss of clientele) is excluded.

8. Limitation of liability

Alexem Studio cannot be held responsible for :

• Unauthorized use by the customer of existing graphic elements
• Any third-party claim relating to a logo, typography, image or symbol supplied by the customer
• Use of creations outside their intended context (e.g. modification by a third party, unauthorized reuse)
• How the visual identity is applied or interpreted by third parties (e.g. printers, partners, franchisees)
• Rendering discrepancies between validated digital proofs and print or display results
• The commercial, financial or reputational impact of the visual identity adopted by the customer

In all circumstances, Alexem Studio’s maximum liability, should it be incurred, is strictly limited to the amount paid by the customer for the visual identity development or redesign mandate in the six (6) months preceding the incident.

9. Force majeure

Alexem Studio cannot be held responsible for any delay or failure in performance caused by an event beyond its control, including natural disasters, generalized power failures, strikes, pandemics or third-party supplier failures.

10. Duration and termination

• This service contract applies for the entire duration of the mandate.
• In the event of termination by the customer, all hours worked and expenses incurred are payable.
• Alexem Studio may terminate a contract in the event of non-payment or breach of contract by the customer.
• Transfer of source files is conditional on full payment.

11. Acceptance

By accepting a visual identity development or redesign quote from Alexem Studio, the client acknowledges :

• have read and understood the present “Branding” service contract and accept it in its entirety
• have read and accepted the “Service Level Agreement (SLA) – General”.
• have read and, where applicable, accepted the other specific service contracts applicable to its mandate (e.g. Graphic Design; Web Design; Copywriting/SEO; Organic Content Management and Production), which take precedence over their respective domains