Terms and Conditions

Yazdius Design Standard Terms and Conditions shall govern all transactions between Yazdius Design and all Yazdius customers for all services and products.

Customer expressly acknowledges and agrees that the Standard Terms & Conditions supersede any pre-printed terms and conditions on any Customer purchase order or other sales document and are incorporated by reference and deemed an integral part of any Quotation, Order Confirmation, or additional agreement for Services. Any request and/or receipt of Services includes Customer’s agreement to be bound by these Terms & Conditions. Any variation or modification to these Terms & Conditions must be in writing.

  • Services and Prices

The price and payment terms for all products and services are as set forth in the Quote/Order Confirmation/Invoice.

  • Quotations and Specifications

Upon receipt of specifications from the Customer, Yazdius shall indicate its ability and agreement to provide Services through the issuance of a Quotation. The Customer’s responsibility is to confirm that all specifications shown in a Quotation are complete and accurate in all respects. If any specification is found to be incomplete or inaccurate, In that case, Yazdius Design reserves the right to stop work until appropriate and agreeable changes to a Quotation or Order Confirmation is finalised.

The Quotation and Order Confirmation contains the complete and exclusive definition and description of the services provided with price and payment terms.

Upon issuing a Quotation, the Customer shall notify Yazdius Design of its approval and acceptance of the Quotation in writing.

  • Changes

Before any work commences, the Customer shall have the right to make changes in drawings, designs, specifications, materials, and delivery methods within the agreement listed in the Quotation. If any such change causes an increase in the cost of an item or time required for the Services, an equitable adjustment shall be made to the Quotation/Order Confirmation in writing. All Quotation allows the Customer up to three rounds of changes to the draft image.

Any changes beyond the third round or after the final high-resolution image has been issued will be charged to the Customer at the fee specified in the terms and conditions of the initial invoice.

  • Cancellation

The Customer may cancel any Service under a Quotation or Order Confirmation without a cancellation fee or other liability at any time before any work or issuance of an Order Confirmation by providing Yazdius Design with written notice of such cancellation by email, facsimile or by mail. Costs and/or fees for Services where work has begun will be prorated based on the amount of work performed and the costs incurred at the time of cancellation.

  • Compatibility and Intellectual Property

All intellectual property rights in any Original and the specification shall remain the property of and vested in Customer. All intellectual property rights to any Services shall be granted in and be the exclusive property of Yazdius Design with Customer retaining a non-exclusive, perpetual, non-assignable license to the Services, unless otherwise specifically stated in a Quotation or Order Confirmation.

  • Copyright

Yazdius Design warrants that the Services and all rights thereto are owned by Yazdius Design and shall not violate any copyright, patent, trademark, trade secret, or another proprietary right of any third party. Yazdius Design represents and warrants that it has and will convey to Customer good title to the Services, free and clear of all liens and encumbrances and that the Services follow all federal, state, and local laws, rules and regulations.

Customer’s request for Services and delivery of an Original to Yazdius Design for scanning, copying and/or reproducing indicates Customer’s representation and warranty that Customer has the full legal right to scan, copy, reproduce and possess the Original.

  • Indemnification

Customer agrees to indemnify, defend, and hold harmless Yazdius Design, its directors, officers, employees and agents, from and against all liability, including a claim of intellectual property infringement based on copyright, trademark, patent and/or trade secret arising out of delivery of an Original to Yazdius Design and/or a request for Services of scanning, copying or reproducing the likeness of any Original.

  • Limitation of Liability.

Except as otherwise expressly stated herein, all conditions, warranties, and representations, expressed or implied, by statute or otherwise, in relation to the performance or non-performance of any Services are hereby excluded to the full extent permitted by law.

Unless otherwise agreed in writing, all drawings, illustrations, descriptions, specifications, technical data, advertising, and other similar information issued by Yazdius Design or contained in any Yazdius Design literature, website or other publication is published solely as a means of approximating Yazdius Design’s Services and shall not form a part of any Quotation or Order Confirmation unless specifically stated therein.

Yazdius Design shall bear no liability, in contract or tort (including negligence or another breach of statutory duty) for any misrepresentation or for any loss or damage, direct or indirect, foreseen, known or advised in advance, including but not limited to loss or damage incurred by Customer as a result of third party claims, loss of actual or anticipated profits, loss of business opportunity, loss of anticipated benefits, loss of goodwill, any indirect, special or consequential loss or damage howsoever caused. Yazdius Design’s total liability under or in connection with the performance or non-performance of any Services whether for negligence, breach of contract, negligent or intentional misrepresentation or otherwise, is limited, in respect of each event or series of connected events, to the amount actually paid under any Quotation or Order Confirmation.

YAZDIUS DESIGN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) RESULTING FROM ITS PERFORMANCE OR ANY FAILURE TO PERFORM HEREUNDER INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR OPPORTUNITIES, EVEN IF YAZDIUS DESIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Any action resulting from any claimed breach on the part of Yazdius Design must be commenced within six months of the date the cause of action has accrued.

  • Performance and Delivery.

Unless otherwise agreed by Yazdius Design, all Services shall be performed at Yazdius Design’s discretion. The Customer shall deliver all required documentation to complete the Services to Yazdius Design before any work and commence.

All deadlines indicated are estimates only, and Yazdius Design shall bear no liability for any delay in delivering the Services. The Customer shall be notified of the completion of Services by email or telephone upon completion. Unless otherwise agreed in writing, Customer shall arrange for retrieval of all required or necessary Originals within five (5) business days of notification of completion of Services. Yazdius Design reserves the right to charge a reasonable daily storage fee for any Original not retrieved by the Customer within seven (7) days of notification. Originals not retrieved after thirty (30) days may be disposed of at Yazdius Design’s discretion.

Unless otherwise agreed in writing, Yazdius Design shall not be liable for any loss or damage to any Original.

All Services shall be delivered to Customer electronically by email or other file transfer protocol, at Yazdius Design sole discretion, unless otherwise indicated in Customer’s specifications. Upon the Customer’s advance request, flash drives or other media is available. Cost of media and related tax shall be billed accordingly to the Customer’s account.

  • Payment

Full payments for all Services are due at or before the time of delivery. Upon issuance of an Order Confirmation and before the start of work, the Customer shall pay a deposit of 40% of the total Quotation amount. Upon completing the Services, Yazdius Design shall prepare and deliver a limited sample version of all files to the Customer for inspection. Upon final payment of any balance due, the fully accessible file shall be delivered to the Customer. Any other payment terms and conditions must be specifically agreed to in writing in advance.

  • Termination

Yazdius Design may suspend performance of any Service and/or terminate any Quotation or Order Confirmation immediately by giving notice to Customer based on i) Customer’s breach of any obligation under these Terms & Conditions, any Quotation or Order Confirmation; ii) Customer’s voluntary or involuntary application for bankruptcy or any assignment on behalf of a creditor; iii) Customer’s notice of winding up or dissolution; iv) Customer’s ceasing or suspending business or payment of any of debts or failure to pay any debts as they become due. Upon such notice of termination, all amounts due and payable to Yazdius Design shall become immediately due and payable and Yazdius Design shall have no further obligation to perform any Services.

  • Non-Solicitation; No Hiring

Customer shall not solicit or hire, on behalf of itself or any third party, any Yazdius Design employee, independent contractor, or agent without the specific approval of Yazdius Design, in writing in advance. Customer hereby agrees that in the event any Yazdius Design employee, independent contractor or agent is hired or employed by Customer, directly or indirectly, Yazdius Design shall act as an agent to the transaction and be entitled to 30% of the employee’s independent contractor’s, or agent’s annual salary.

  • Confidential Information

All Quotations, Order Confirmations, Services, estimates, budgets, proprietary software are the exclusive and confidential property, and trade secrets of Yazdius Design (“Confidential Information”) and the Customer shall maintain the confidentiality of all such Confidential Information from third parties, except as used in procurement of the Services.

  • Relationship of the Parties

The relationship of Yazdius Design and Customer shall be that of an independent contractor and no employment, partnership or joint venture relationship is intended or implied, except as otherwise set forth in a separate written agreement.

  • Force Majeure

Neither Customer nor Yazdius Design shall bear any liability be deemed to be in breach of contract because of any delay in performing, or failure to perform, any obligations under a Quotation, Order Confirmation if such delay or failure was beyond that party’s reasonable control (including, without limitation, any strike, lockout or other industrial action, the act of God, flood, war or threat of war, accidental or malicious damage, or prohibition or restriction by any government or other legal authority).

Suppose Customer or Yazdius Design claims to be unable to perform any obligation under a Quotation or Order Confirmation, for any reason set forth herein. In that case, that party shall immediately notify the other party of the nature and extent of the circumstances in question.

This condition shall cease to apply when any such circumstances have ceased to have an effect on the performance of the Services. If any circumstance described herein continues for more than three (3) months, the other party shall be entitled to terminate the Quotation or Order Confirmation upon one (1) month’s written notice.

Ownership of the Documents. The completed documents remain the property of Yazdius Design until the final payment is made to Yazdius Design. Yazdius Design also reserves the right to use the completed documents for advertising purposes with permission in writing. Yazdius Design also reserves the right to withhold any production documents until the final payment is made.