Cubicle Ninjas is a lightweight creative services agency made with love. Our army features the best print, web, and illustration professionals ready to attack with ninja speed and pinpoint accuracy.
I. What To Expect From an Estimate
Estimates are very important to us. Cubicle Ninjas aim to respond to all quotes within 24 hours. Quotes are effective for fourteen (14) days.
Prior to the commencement of any project, a written estimate for the final cost of the completed project will be submitted to the client for their approval. The written estimate will either contain a definition and/or description of the scope of the project and the services and goods that the estimated project will cover or will be accompanied by a joint document, mostly in the case of a more complicated set of services and goods (such as in the case of a website design or development agreement as an example). If extra work is required which is outside the scope of the originally agreed upon estimation, that extra work will either be billed at the base hourly rate or will require an additional estimate which covers the work requested outside the originally defined scope. Any estimate not deemed appropriate for the client’s expectations or needs may be refused and no charge levied for consultation or may be renegotiated by the client with Cubicle Ninjas until a mutual agreed estimate is established and a scope of goods and services covered by the estimate is defined and agreed upon. No project will be started without the explicit approval of the client on a submitted estimate.
II. What Are the Terms of This Agreement?
A. This Agreement commences as of the Effective Date and expires as of the latter of the last day when Cubicle Ninjas was retained by Client (whether as a consultant, independent contractor, agent or otherwise), even if Client retained Cubicle Ninjas on an intermittent or a part-time basis. The other provisions of this Agreement will survive the termination of this Agreement for any reason.
B. Either party will have the right to terminate the contract by giving at least 30 days’ notice in writing to the other party. If the project has been approved and work (including project discussions, design concepts, sketches, or initial proposals) then 50% payment of quoted project rate is required. If termination of an hourly project occurs then the time spent will be billed for used hours at base project rate. If there is a dispute that cannot be amicably resolved, both parties agree to be bound to the court of Cubicle Ninjas choosing, unless noted within existing contracts. All agreements are made directly with Cubicle Ninjas and not with its employees, management, or ownership.
C. All project work will be performed on Cubicle Ninjas premises. Cubicle Ninjas may require access to client FTP, and host administration panel to complete the development work.
D. Cubicle Ninjas will allocate a single project manager and multiple designers and developers for each project. This allows a greater flexibility in design styles through the conception stage and ensures that there is a single guiding hand managing the entire process.
E. Cubicle Ninjas base hourly rate is $110 per hour. This rate can be reduced through retainer agreements. Cubicle Ninjas custom development rate is $135 per hour. Cubicle Ninjas rush rate is $165 per hour and qualifies on new projects with less than 48 hours of notice. Clients will be fully notified should a custom development or rush rate apply and Cubicle Ninjas will only move forward on client approval.
F. Unless specified in a SOW, Client will pay Cubicle Ninjas 50% upon Project Kickoff. The remaining balance will be paid upon project acceptance or by the date referenced in the SOW, whichever comes first. Client will submit payment within 30 days of Cubicle Ninjas’ emailed invoice. For each 30-day period after invoice remains unpaid, an additional 10% fee will be charged.
III. Is It Done? And, Is It Done Right?
A. Project acceptance is agreed to be the public display of Cubicle Ninjas custom design and development work. If any objections to the work remain, Cubicle Ninjas will work with the Client to resolve these areas. Creative projects require a great deal of work to design, refine, and integrate unique content.
B. Ample time should always be given so that proper review procedures are in place for your organization. We do our best to review, flag, and modify errors as they naturally appear in the creation process. But the final say, and the final ownership and approval for all errors, rests with our Clients. Cubicle Ninjas cannot be responsible for the costs associated with reprinting, manufacturing, or other damages due to un-proofed work. Because of our Satisfaction Promise we will work to correct any issues swiftly and at no extra cost as long as it falls within the original project scope.
C. Before providing final approval on a concept, such as a website or an illustration, it is important that any adjustments be requested beforehand. Website concepts should be viewed at 100% size on a monitor. Traditional print designs should be printed at 100% size for proper review. All stakeholders should provide necessary feedback.
D. If a client has additional changes after final project approval is received (beyond minor cosmetic adjustments) a new quote will be provided for this additional work, or our base hourly rate will be used.
IV. What If Things Change?
A. Cubicle Ninjas, through its robust experience in design projects, understands what is typically involved in creative efforts, and therefore Cubicle Ninjas generally incorporates most project-specific factors into this Agreement. However, extraordinary circumstances may force the Ninjas to take a new course of action (or sometimes Clients prudently alter their plans). So, note that the Statement of Work may require additional services that are not included or considered, additional services that may only be revealed through actual project development.
B. Non-material changes include changes in price that do not exceed the greater of $500.00 or a 10% increase or decrease in total project price or project hours as stated in this Agreement. Non-material changes also include modifications to systems, technology, or networks. Cubicle Ninjas has worked with many different technological softwares, hardwares and platforms (collectively “systems”). The Ninjas will do their best to understand Client’s systems to ensure accurate project terms. However, antiquated, obsolete, and unique systems may require extra time commitments for the Ninjas, in which case, Client will be responsible for either changing or upgrading their systems or paying the Ninjas for additional hourly charges. Non-material changes to the Statement of Work or this Agreement may be in writing (“in writing” specifically includes any electronic messaging).
C. Material changes include changes in price that exceed a 10% increase or decrease in total project price. Material changes require a new or additional Agreement, Statement of Work, amendment, addendum, or rider (collectively “Amendment”). Such Amendment will incorporate as much of this Agreement and the Statement of Work as is not inconsistent, and any prior agreement may be used as reference for the parties’ intentions, unless such Amendment voids any prior agreements. If the parties agree to material changes, an Amendment must be reduced to a signed writing.
D. In the event of any delay of more than 28 days in responding to Cubicle Ninjas’ request for information or review/approval of project work, Cubicle Ninjas will have the option of terminating this agreement and invoicing Client. Client understands that Cubicle Ninjas provides a unique service that requires committing the time, efforts, and resources of our entire team of Ninjas. In the event that a project is cancelled after Cubicle Ninjas has received Client approval to commence work, Cubicle Ninjas will suffer damages related to the costs incurred and loss of opportunity. Client acknowledges that the actual damages likely to result from a cancellation are difficult to estimate at the time of project agreement and would be difficult for Cubicle Ninjas to prove. The parties intend that the greater of (1) all work completed up to the date of written notification, including expenses, billed at the rate of $110 per hour for design and $135 per hour for development or such other rate as shall be specified in the project agreement; or (2) 50% of the total project cost, would constitute the liquid damages amount and would serve to compensate Cubicle Ninjas for any breach by Client of the project agreement, and they do not intend for it to serve as punishment for any such breach by Client.
E. Any renewal of a project after termination will require a new agreement, fee schedule, and upfront deposit.
F. No work will be performed for speculative purposes. Any design work already in progress that a client rejects with an intent to terminate the project must be compensated to Cubicle Ninjas at our base hourly rate, unless part of a contracted project. When part of a contracted project, the final “kill fee” depends solely on the initial estimate and the progress of the completed project. Clients have 24 hours from the start of a project to amicably end a project at no cost. Project progress is solely determined by Cubicle Ninjas using the initial project outline listed in the project estimate. If the project progress is under 50% then the “kill fee” is 60% of the agreed to cost. If the project progress is greater than 50% than the “kill fee” is 90% of the project total. If the project progress is greater than 90% than the “kill fee” is 100% of the project total.
The client also agrees that any work submitted by Cubicle Ninjas and rejected immediately cannot be in turn used in any form, shape or fashion and any use of the rejected work whole or in part will immediately put the client in a position of legal liability even after compensation for cessation of the project in question.
G. Cubicle Ninjas shall not be liable for any failure to perform its obligations where such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity [or telephone service], and no other Party will have a right to terminate this Agreement.
Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.
V. Is There Some Confidentiality?
Cubicle Ninjas acknowledges that it may be furnished or may otherwise receive or have access to information which relates to Client’s past, present or future products, vendor lists, creative works, marketing strategies, pending projects and proposals, and other proprietary information which gives Client an opportunity to acquire an advantage over its competitors who do not know or use it (the “Proprietary Information”). Cubicle Ninjas agrees to preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, whether disclosed to Cubicle Ninjas before this Agreement is signed or afterward. In addition, Cubicle Ninjas may not disclose or disseminate the Proprietary Information to any third party and may not use the Proprietary Information for their own benefit or for the benefit of any third party.
The client gives Cubicle Ninjas the right to use the image of their completed or incomplete project, including any and all intermediary unpublished drafts, as part of a portfolio for display on web sites, company collateral and other media outlets for the purposes of promoting its services free of compensation or royalties to the client.
Use of a non-disclosure agreement is necessary in many projects. Cubicle Ninjas requests that NDA requests be made at the time of the quote. If a quote is provided and an NDA is required we may need to produce a revised quote.
VI. What Does “Artwork” Mean?
Cubicle Ninjas agrees to produce and provide materials such as artwork, still images, photographs, art, illustrations, code, music or graphics (the “Artwork”) at the request of Client for fees agreed upon in advance. Cubicle Ninjas will deliver the Artwork by separately agreed upon deadlines. Cubicle Ninjas agrees that they will be the sole authors of the Artwork, which will be Cubicle Ninjas’ original Artwork, free of plagiarism. Cubicle Ninjas agrees to use reasonable care to ensure that all facts and statements in the Artwork are true and that the Artwork does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party. Cubicle Ninjas agrees that Client has the right to edit the Artwork as it deems appropriate for publication, and that Cubicle Ninjas will cooperate with Client in editing and otherwise reviewing the Artwork prior to publication. Cubicle Ninjas will be liable if any complaints, claims or litigation should arise regarding the Artwork.
VII. What Are the Intellectual Property Rights?
The intellectual property rights are yours! (At least they are after you pay for all the services and fees in this Agreement.) The parties acknowledge and agree that Cubicle Ninjas licenses to Client all right, title and interest throughout the Universe in and to Cubicle Ninjas’ Artwork. Cubicle Ninjas grants to Client an irrevocable, royalty-free, transferable, non-exclusive interest to (a) publish, republish and distribute directly and indirectly the Artwork, (b) make or have made and own enhancements, derivative works and other modifications to all or any part of the Artwork (“Derivatives”), and (c) use, adapt, modify, perform, transmit or reproduce the Artwork and Derivatives in any form or medium, whether now or in the future, throughout the Universe, including, without limitation, compilation, microfilm, databases, and any digital format in any medium, and to transfer or sublicense any of the publication rights to any entity. Notwithstanding this grant of rights, Cubicle Ninjas retains the right to republish the Artwork with Client’s written approval, for portfolio purposes, in any form or medium, without payment or royalty fees.
VII. What Did Our Lawyer Want Us to Tell You?
A. Cubicle Ninjas will do its best to meet urgent deadlines, but cannot guarantee delivery of services within a twenty-four hour period. Cubicle Ninjas is not liable for services not rendered within a certain time period unless otherwise stated.
B. Cubicle Ninjas does operate on weekends, but timely services are not guaranteed unless negotiated in advance. Please allow enough time to complete a project well in advance of your desired deadline to compensate for unforeseen circumstances. Cubicle Ninjas is responsible for the payment of all federal, state and local taxes with respect to the services it performs for Client as an independent contractor.
C. Cubicle Ninjas is not liable for any incidental or consequential damage that may arise from its failure to perform any aspect of this Agreement in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Cubicle Ninjas or a third-party.
D. Client will not treat Cubicle Ninjas as employees for any purpose.
E. No modification to this Agreement is binding unless made in writing and signed by the parties or otherwise provided for in this Agreement.
F. To the extent that any provision, portion or extent of this Agreement is found invalid, illegal or unenforceable, then that provision, portion or extent may be severed, deleted or limited so as to give effect to the intent of the parties insofar as possible and that the remainder of the Agreement will remain binding upon the parties.
G. Unless otherwise agreed, this Agreement applies to all Artwork and deliverables created by Cubicle Ninjas for Client.
H. Any waiver of any right breached in this Agreement or any Statement of work attached to this will not act to waive any further breaches of the same or other rights.
I. The laws of the State of Illinois without giving effect to principles of conflicts of law shall govern this Agreement. The parties irrevocably consent to the jurisdiction of the state courts of DuPage or the Northern District of Illinois Federal Courts. Reasonable attorney’s fees in any legal action will be awarded to the prevailing party.
I Am Ready To Work With The Ninjas!
By ordering creative services from Cubicle Ninjas, you are acknowledging the terms of service presented herein and agree to comply therewith. Failure to comply with this general contract constitutes a breach of agreement and releases Cubicle Ninjas of any obligation to fulfill services requested and constitutes a waiver of all liability on the part of Cubicle Ninjas until compliance is reestablished in accordance with the terms of service set herein. If the client does not wish or cannot comply with these terms of service, they are released to seek the services of an alternate supplier.
If there are any comments or concerns regarding this general contract, you may direct them by email to Hello@cubicleninjas.com.