TERMS & CONDITIONS 2025.

Introduction:

Thank you for partnering with us to create bespoke design assets for your business. To ensure that all parties feel clear & secure in our working together, these terms outline the parameters for the project. Please read through thoroughly as the acceptance of these terms is legally binding and will attest that you have read, understood and agreed to what follows.

1. FEES

1.1 --- In consideration of the services to be performed by LALITA ROSS STUDIO and outlined in this agreement, the CLIENT shall pay the agreed amount and according to the payment schedule set forth in the selected package.

1.2 --- Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography, typography, font and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, including for Squarespace, Acuity, Email Hosting Services and Payment Processors, will be billed to Client unless specifically otherwise provided for in this Agreement.

1.3 --- All invoices are payable within fifteen (15) days of receipt, unless otherwise specified in this Agreement. A 15% fee of total cost of the invoice is payable for each business day over the 15 day fulfilment date. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. LALITA ROSS STUDIO reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

2. CHANGES & ADDITIONAL CHARGES:

2.1 --- Client shall pay additional charges for changes requested by Client which are outside the scope of the Services outlined in the selected package, EITHER charged at LALITA ROSS STUDIO's an hourly rate of $150 per hour OR determined by the scope of the proposed request. LALITA ROSS STUDIO may extend or modify any delivery schedule or deadlines of the project as may be required by such changes.

2.2 --- We will notify you, the Client, in advance and in writing, of any expected additional charges due to changes requested. We will provide you with an estimate for the changes requested. We will not proceed with any additional changes until we receive written approval for you.

2.3 -- If you, the Client, requests or instructs changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, LALITA ROSS STUDIO shall be entitled to submit a new and separate Creative Services Agreement to Client for approval. Work shall not begin on the revised services until a fully accepted revised Agreement and, if required, any additional retainer fees are received.

3. FEEDBACK & TIMING

3.1 --- LALITA ROSS STUDIO will undertake reasonable efforts to perform the Services within the time identified in this Agreement. Client agrees to review Deliverables within three (3) business days of receipt of deliverable and to promptly either:

(i) approve the Deliverables in writing; or,

(ii) provide timely written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to us AND respond to any further request for written clarification.

3.2 --- Client acknowledges and agrees that LALITA ROSS STUDIO's ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to this Agreement and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term or condition of LALITA ROSS STUDIO's obligations under this Agreement.

3.3 --- In the absence of any such notice of changes/amendments from Client within this allotted time, the Deliverable shall be deemed accepted.

4. CLIENT RESPONSBILITIES

4.1 --- Provision of Content required for the completion of work in a form suitable for reproduction or incorporation into the Deliverables without further preparation by LALITA ROSS STUDIO.

4.2 --- Any final proofreading. in the event that Client has already approved Deliverables but errors, for example misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.

4.3 --- Client ensures that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.

5. CREDITS & PROMOTIONS

LALITA ROSS STUDIO retains the right to reproduce, publish and display the Deliverables in our portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

6. CONFIDENTIALITY

Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this agreement.

7. OUR RELATIONSHIP

LALITA ROSS STUDIO shall provide the outlined Services under the general direction of Client, but shall determine the manner and means by which the Services are accomplished.

This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by LALITA ROSS STUDIO, and we shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered our business.

8. WARRANTIES

8.1 --- Client represents/warrants that they own and have full right and authority to permit the use of the Client Content (inc. Trademarks), that it is accurate, legal, and conforms to ethical standards of the Client’s industry, and does not infringe the rights of any third party, The Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and the Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

8.2 --- LALITA ROSS STUDIO warrants to you, the Client, that we will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.

8.3 --- LALITA ROSS STUDIO warrants that the Final Deliverables shall be our original work and does not infringe the rights of any party, In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in this Agreement, all warranties of LALITA ROSS STUDIO shall be void.

9. TERMINATION OR DISPUTE

NO COMMUNICATION POLICY: We have a policy that after 30 days of no communication from you we will terminate the project and it will be considered cancelled..

9.1 --- This Agreement may be terminated at any time by either party effective immediately upon receipt of notice, or the mutual agreement of the parties, or for cause if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its responsibilities or obligations under this Agreement, if the breach is not remedied within ten (10) days from receipt of written notice of such breach.

9.2 --- In the event of termination by the client, LALITA ROSS STUDIO shall be compensated for the Services or out-of-pocket fees performed/incurred through the date of termination. Client shall pay in addition an early termination fee equal to 15% of the total project fee, and shall not have rights to use Deliverables except upon written consent from LALITA ROSS STUDIO provided after such termination.

9.3 --- In the event of termination by LALITA ROSS STUDIO, we grant to the Client the usage rights with respect to those Deliverables provided and accepted by Client as of the date of termination.

9.4 --- LALITA ROSS STUDIO shall not be deemed in breach of this Agreement if it is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity, or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Agency’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Agency shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

9.5 --- In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration.

10. RIGHTS & OWNERSHIP

Final payment ensures that only the agreed design becomes the clients property. Any previous ideas/concepts remain the property of LALITA ROSS STUDIO, unless any prior agreement has been made.