Terms and Conditions

By agreeing to these terms, you will be referred to hereinafter referred to as the Client and VEGA ENGINEERING, LLC hereinafter referred to as the Designer.

WHEREAS the Designer has agreed to provide services set out in clause two (2) hereof to the Client.  The parties have agreed and do hereby agree to the terms of such agreement.   The parties agree to be bound by the following terms and conditions:

1. The Term

This agreement will commence upon the placement of the order and will terminate on the dates specified in the order form. If the Client has chosen to purchase one or more Monthly Maintenance Plans, the Client acknowledge, acknowledges, accepts, and approves of the fact such Monthly Maintenance Plans are continuously billed on a recurring basis each month. Such monthly charges will continue to be billed, using the payment information provided by the Client, until the Client has manually cancelled the Monthly Maintenance Plan.

2. The Services

The Designer will ensure that its employees, or its subcontractors, will perform the services as described in the order form submitted via the Designer’s website (hereinafter referred to as the Service). Nothing contained in this contract will be construed as or have the effect of constituting a relationship of employer and employee between the parties to this agreement.

3. The Fee

The fee payable by the Client to the Designer will be specified in. The fee will be payable at the frequency indicated in the quote/ invoice, which is based on the type of service the Client has chosen to purchase. All fees quoted include the sales tax of the state of which the Designer operates in. All fees are subject to change if project specifications or costs for outsourced services change throughout the lifespan of the project. The Client will pay each invoice within seven days of the date of the invoice; which also includes weekends and holidays. The Designer will submit all invoices to the contact information provided by the Client. All payments that are not received at the designated time will be deemed as “Late” and will incur a five percent (15%) weekly penalty fee, in addition to the outstanding balance.

4. The Location

The Client will intimate to the Designer the location at which the Client requires it or its employees or subcontractors attendance. The Designer will ensure that its employees or subcontractors provide the Services at the location as stipulated by the Client. The location specified may also include virtual locations, such as website, and any other online media location.

5. Timesheets

The Designer will ensure that its employees or subcontractors complete a timesheet in respect of each day it provides the Service to the Client and a repeat this process on a monthly basis. The Designer will invoice the Client upon receipt by the Client of signed corresponding timesheets, a copy of which will accompany each invoice.

6. Meetings

The Designer and the Client will attend meetings as required from time to time in order to discuss aspects of this agreement and the Services.

7. Expenses

Reasonable expenses when properly and necessarily incurred will be paid by the Client. The Designer will ensure that expenses form where appropriate and will provide the Client a completed and delivered expense sheet as soon as practicably possible following upon the expense actually incurring.

8. Gifts or Commission

The Designer will not, without the prior written consent of the Client accept any gift, commission or other financial benefit or inducement from any person whatsoever.  Whether connected directly or indirectly to the provision of the Service and will ensure that its employees, subcontractors and agents will not accept any such gift, commission, benefit or inducement and will provide the Client with full details of any such gift, commission, benefit or inducement which may be offered.

9. Overtime

No minimum hours are promised and no overtime will be paid by the Client to the Designer. The Designer agrees to work within the agreed budget specified for the project deliverables. At the discretion of the Designer, the Designer may work additional hours as required to ensure the timely and complete delivery of the project, and, at own cost will carry out any steps necessary to make good the quality and suitability of the project deliverables.

By exception, and at the request of the Client, the Designer may be requested to work additional hours to meet unforeseen requirements. In this circumstance additional hours will be paid at the hourly rate, plus sales tax.

10. Call-Out

In the event that a call-out service is required, the Designer will ensure that its employees or subcontractors will provide a call-out service. The call-out service will not be provided without the express written consent of the Client line manager.

11. Training

In circumstances where the Client considers it necessary that the Designer or its employees or subcontractors attend a training course before the Service commences, the Client will notify the Designer accordingly. The Designer will ensure that its employees or subcontractors will attend the training course, provided that it is necessary to complete the Services listed in this agreement. The Client will pay the fee for the training course. If the Designer is required to pay the fee for the training course, the Client will reimburse the Designer for the those fees.

12. Warranties

The Designer warrants that it has and that its employees and subcontractors have the necessary expertise, skill and experience to provide the Service and will provide unbiased and independent advice in respect of the Service. The Designer warrants that it will and its employees and subcontractors will comply with representations and descriptions in respect of the Service including, but not limited to capabilities, performance, completeness, accuracy, characteristics and specification.

The Designer warrants that the Service and any material or materials supplied or obtained by the Designer or its employees or subcontractors in connection with this agreement will not in any manner or way infringe or violate any third party proprietary rights including but not limited to any copyright, patent, trademark, trade name, registered design, trade secret, proprietary information, contractual, property, employment or non-disclosure rights.

13. Site Requirements

The Designer will and will ensure that its employees and subcontractors will at all times comply with security regulations which are in force or which are generally or specifically imposed by the Client from time to time and that its employees and subcontractors will comply with all statutory site requirements

14. Ownership

The Designer nor its employees or subcontractors will not obtain rights in any data, materials, or systems otherwise utilized or provided by the Client in connection with this agreement. At the request and expense of the Client, the Designer will do all such things and sign all documents or instruments reasonably necessary in the opinion of the Client to enable the Client to obtain, defend and enforce its rights in any such data, materials or systems. Upon request by Client and in any event promptly deliver to the Client copies of such data, materials or systems that may be in the possession, custody or control of the Designer.

All Intellectual Property Rights in and to any software, documentation, drawings, data, information, database or product created or produced by the Designer in performing the Services under this Agreement will be the property of the Client, unless it otherwise specified in writing and agreed upon by both the Client and the Designer. The Designer hereby assigns to the Client absolutely its whole right, title and interest, present and future in and to such Intellectual Property Rights free from all liens, charges and encumbrances. The Designer will provide the Client with all information which the Client may reasonably request for the purpose of allowing the Client to fully exercise its proprietary rights in any jurisdiction.

The Designer will at Clients request and expense undertake and execute all acts, deeds, documents and steps necessary to effectively vest such Intellectual Property Rights in the Client and will, at Clients request and expense provide the Client with all reasonable assistance required to vest the same in the Client in any part of the world.

The provisions and requirements of this clause will survive the expiration or termination of this Agreement.

15. Confidentiality

The Designer will maintain as confidential all information obtained under or in connection with this Agreement and will not divulge such information to any person (except to their own employees or subcontractors and then only to those employees or subcontractors who need to know same) without the Client prior written consent.

This clause will not extend to information which was rightfully in the possession of the Designer prior to the commencement of the negotiations that led to this Agreement, which was already in the public domain or becomes so at a future date (otherwise than as a result of a breach of this clause or any other confidentiality agreement signed by the Designer or which is trivial or obvious).

The Designer will ensure that its employees, subcontractors, assignees or agents are aware of and comply with the requirements of this clause. If requested, the Designer or its employees or subcontractors will sign a confidentiality agreement in a form specified and provided by the Client. These obligations of confidentiality will survive the expiry or any termination of this agreement.

16. Restriction

The Designer will not and will ensure that none of its employees or subcontractors will directly or indirectly, whether on its or their own account, or on the account of any other person, firm or company, or as director, agent, partner, employee, manager, Designer or shareholder of or in any other person, firm or company, at any time during the period from the date of this Agreement to the expiry of six months after the date of expiration the or termination of this Agreement, for any reason and in any manner whatsoever work on any assignment or project similar to the Services as specified in Clause (2) , for any person, company or firm which is engaged in or conducts a business the same as or similar to or competitive with the business of the Client as carried on at the date of this Agreement.

The Designer or its employees will be able to perform Program and Project Management services of a general nature for any person, firm or company, without restriction, at any point from the date of expiration or termination of this Agreement.

17. Offers of Employment

The Designer will not and will ensure that its employees or subcontractors will not make any approach to any member of staff of the Client, nor will the Designer offer employment to any of the Client employees or contractors either during this Agreement or for a period of six months from the termination or expiry of the Agreement.

The Client will make no approach or offer relating to employment to any employees or subcontractors of the Designer during this agreement. The Client will not accept the services of any such employee or subcontractor for a period of six months immediately following the termination or expiry of this Agreement except (a) on further assignment from the Designer or (b) as a permanent recruit in which event a fee of 15% (fifteen percent) of his or her initial base salary will be payable by the Client to the Designer at the discretion of the Designer.

18. Independence

The Designer and its employees and subcontractors are independent contractors and nothing in this Agreement will render them an agent or partner of the Client and the Designer will not and will ensure that its employees and subcontractors will not hold themselves out as such. The Designer and its employees and subcontractors will not have any right or power to bind the Client to any obligation.

The Designer is retained or engaged by the Client only for the purposes and to the extent set forth in this Agreement. The Designers relation to Client will, during the period or periods of this Agreement, be that of an independent contractor and as such the Designer will be free to dispose of such portion of its time, energy and skill when the Designer is not obligated under this Agreement in such a manner as Designer sees fit.

This Agreement will not establish a joint venture, agency or partnership between the Client and the Designer. The Designer will not be considered under this Agreement or otherwise or in any way as having the status of employee or being entitled to participate in any plans, schemes, arrangements or distributions by the Client pertaining to or in connection with any person, stock, bonus, profit sharing or other benefits provided ordinarily by the Client to its employees.

19. Publicity

The Designer will not and will ensure that its employees or subcontractors will not publicize or advertise this Agreement or any of the terms of this Agreement without the prior written consent of the  Client.

20. Termination

(a) This agreement may be terminated by Client by giving 28 days notice in writing of its intention to terminate. Client will have no liability in respect of costs incurred following the expiration of such notice.

(b) This agreement may be terminated immediately by either party on giving notice in writing to the other, if the other party has a receiver or administrative receiver appointed or passes a resolution for winding up (otherwise than for a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if the other party becomes subject to an administration order or enters into a voluntary arrangement with its creditors or ceases or threatens to cease to carry on business.

(c) In the event that either party or any employee or subcontractor of the Designer is in breach of this Agreement and that such breach is rectifiable, that party will have the opportunity to rectify said breach within 14 days of the occurrence of the breach. If the party in breach fails to rectify the breach within 14 days the other party will be entitled to terminate this agreement immediately.

(d) Should the Designer or any of its employees or subcontractors or agents commit, in the sole opinion of the Client a gross breach of contract or be guilty of gross misconduct Client will be entitled to terminate this agreement immediately.

(e) In the event that the Designer or its employees or subcontractors are absent during the Service and in the sole opinion of the Client, that Designer, employee or subcontractor has been or will be absent for a period of time unacceptable to the Client, the Client will be entitled to terminate this agreement immediately.

(f) Any termination of this agreement, however occasioned will not affect any accrued rights or liabilities of the other party, nor will it affect the coming into force, or the continuance in force, of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

(g) Upon termination of this agreement each party will promptly return to the other all materials, data and other property of the other held by it. The Designer will ensure that all such property held in possession by it or any of its employees or subcontractors are promptly returned to the Client provided however that if the contract terminates as a result of a breach or breaches by the Designer or its employees or subcontractors the Client will be entitled to retain any such material, data or other property until the Client has located a suitable and comparable replacement to perform the services performed by such material, data or other property.

In the event that Services have been rendered by the Designer for the Client, the Client will be held responsible for compensating the Designer for those services, based on the fees specified in this agreement.

21. Absence and substitution

Where the Designer wishes to meet other commitments, which will require absence from the project, the Designer will ensure that:

(a) The Designer gives the Client reasonable notice (not less than 30 working days);

(b) The Designers absence does not interfere with the performance and schedule of completion of the services;

(c) If appropriate, the Designer offers substitute resources in accordance with the following terms to continue the project.

Where the Designer is unable to perform the whole or any part of the project for whatever reason the Designer will offer a substitute of equivalent expertise to work in the Designers place. The Client has the right on reasonable grounds to refuse to accept the proposed substitute Designer and the right to review the Agreement and if appropriate, terminate the Agreement.

22. Force Majeure

Notwithstanding anything else contained in this Agreement neither party will be liable for any delay in performing its obligations herein, if such delay is caused by circumstances beyond its reasonable control (including without limitation any delay caused by an act or omission of the other party).

Subject to the party so delaying promptly notifying the other party in writing of the reason for the delay and the likely duration of the delay, the performance of such parties obligations will be suspended during the period that the said circumstances persist, and such party will be granted an extension of a time period for performance of duties and obligations under this agreement equal to the period of the delay.

This to be the case except where said delay is caused by the act or omission of the other party, in which event the rights, remedies and liabilities of the parties will be as conferred by the other clauses and terms of this Agreement and by law:

(a) Any costs arising from such delay will be borne by the party incurring the same, and

(b) either party may, if such delay continues for more than three (3) weeks terminate this Agreement on giving notice in writing to the other in which event neither party will be liable to the other by reason of such termination.

23. Indemnification

The Client shall indemnify, defend, and hold the Designer harmless regarding any claims, demands, suits, actions or other legal proceedings against the Designer for any act or failure to act involving the exercise of judgment and discretion within the normal course and scope of his duties as Designer of the Client, to the extent and to the limits permitted by law or public policy.  The Client may, at its sole discretion, fulfill its obligations under this paragraph by purchasing appropriate insurance coverage for the benefit of the Designer.  No individual member of KO Classic Productions, LLC, nor it’s affiliate or partners, shall be personally liable for indemnifying or defending the Designer under this paragraph.  The Client’s obligation to indemnify, defend and hold the Designer harmless under this paragraph survives the termination of this Contract.

24. Waiver of Remedies

No forbearance, indulgence or delay by either party in enforcing the provisions of this Agreement will prejudice or restrict the rights of that party, nor will any waiver of its rights operate as a waiver of any subsequent breach.

No right, power or remedy in the Agreement conferred upon or reserved for either party is exclusive of all other right, power or remedy available to that party and each such right, power or remedy will be cumulative.

25. Entire Agreement

This Agreement supersedes all prior arrangements, agreements and understandings between the parties. No addition to or modification of any provision of this Agreement will be binding upon the parties unless made by written instrument and signed by an authorized representative of each of the parties.

26. Assignment

Neither party will assign or transfer this Agreement or any of its rights or obligations herein, whether in whole or in part without the prior written consent of the other.

27. Notices

All notices are required to be given under this agreement will be in writing and will be sent to the address of the appropriate party as set out in this Agreement or electronic mail; vegadesign.us@gmail.com . Any such notice may be delivered personally, by first class pre paid letter, telex or facsimile transmission and will be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by telex or facsimile transmission when despatched.

28. Headings

The headings to and numbering of the clauses of this Agreement are for ease of reference only and will not affect the interpretation, application or construction of this Agreement.

29. Compliance by Employees

The Designer will ensure that its employees, subcontractors or agents if any are aware of and comply with the terms of this Agreement.

30. Law

This Agreement will be governed by and construed in accordance with the Laws of Howard County Maryland. Any dispute which may arise between the parties concerning this Agreement will be determined by the Howard County Courts and the parties hereby submit to the exclusive jurisdiction of the Howard County courts for such purpose.

APPENDIX I

The Term and Services:

All terms, details, and specifics to your project are a listed in the order form filled out for the project that will be rendered by the Designer and their anticipated timeframes. Any changes to the project details will be submitted in writing by the Client to the Designer. Once received, the Designer will review such changes and provide feedback to the Client in written format. All feedback from the Designer to the Client will reflect accurate estimates in pricing and time of production, based on the current market value of all services rendered.