1. Scope of Services.
The Company is to provide the Client with the services (the "Services") as listed within the agreed upon Estimate/ Proposal/ Quotation accordingly. Physical products such as promotional products and printed materials as well as the cost of software, ad spend, and other third-party resources are at an additional charge and are outside the scope of services and costs within this Agreement unless stated within Estimate/ Proposal/ Quotation.
2. Compensation. Pricing Options.
Billing rate(s) occurs as agreed upon in Estimate/ Proposal/ Quotation, accepted within Estimate/ Proposal/ Quotation, summarized here within, and enforced accordingly. The standard rate of $115.00 per hour will be enforced and billed to the minute if no Bundle of Hours package is selected. See below for details regarding Bundle of Hours options.
Retainer Option: Custom retainers, or fixed monthly cost with no time/hour tracking, are available by request and if discussed/requested are displayed as-is in Estimate/ Proposal/ Quotation and or invoice as discussed. All Terms & Conditions still apply in regards to all other sections listed here within.
Retainers are reviewed quarterly and compared against requests, projects, and tasks to see if an increase or decrease is needed to ensure it is fair to both Client and Company regarding billing vs requests and schedule of resources time/availability.
Bundle of Hours: All hours worked over the number of hours option selected will be billed at $115.00_ per hour.
For custom retainers, the Client may be able to roll over 10% of any unused hours to the upcoming billing cycle and may use such hours at the availability and discretion of the Company. The Company cannot guarantee the use or availability of rolled-over hours each month. Any changes to the rollover rules must be agreed upon by both parties in writing (email suffice) at least seven (7) days before the upcoming month.
Custom billing arrangements, payment plans, discounts, rewards, or amendments to this agreement are located within the Estimate/ Proposal/ Quotation, if any.
Client understands and agrees that all time spent on, but not limited to, projects, tasks, deliverables, communications, correspondence, meetings, project management, and travel specifically to their organization and its projects, tasks, questions, and requests are billable to the Client and will be paid to the Company. Client acknowledges that these terms are not dependent on the option selected within the Estimate/ Proposal/ Quotation as it applies to all pricing options for any and all services performed by Company specific to the Client’s organization.
Client understands time is tracked within the client portal supplied by Company and that the Client is fully responsible for regularly reviewing tracked time and accrued costs against their projects, tasks, and requests. Client understands and agrees that they are fully responsible for paying for all charges tracked towards the time spent and services rendered as it relates to their company and its projects, requests, and deliverables and additional projects, tickets, tasks, and requests as submitted via the portal, email, or website by the Client. The Client further understands that this data is transparent to them through the portal, allowing them full knowledge of their accrued cost for time spent and that it is their responsibility to pay for any accrued costs as it relates to their projects, tasks, requests, deliverables, meetings, communications, and project management to complete said items.
Should there be any concerns regarding time or cost, the Client agrees to immediately contact Company to discuss or put projects and tasks on hold/pause and that the balance from tracked time will be due within _72 hours_ if a hold/pause is deemed necessary. The Company may be contacted directly at email@example.com or 616-737-1173.
3. Deposit. Billing Terms.
I. Deposit. The deposit for hourly-only projects is a minimum of 50% of the proposed time/quotation and is sent and due immediately. The deposit must be paid in full before Company will perform any services. Hours worked and recorded for the Client’s selected services will be applied towards this deposit amount at the rate stated within the Estimate/ Proposal/ Quotation. The deposit signifies a ‘good faith measure’ between both parties. It minimizes the risk of non-payment from the Client for service performed and time spent by the Company towards the Client’s projects, tasks, deliverables, and other assignments as mentioned within this Agreement.
II. Payment Arrangements. For One-Time Projects option, if larger in nature based on the number of hours from Estimate/ Proposal/ Quotation and a payment plan has been agreed upon, the initial payment is due upfront before any work will be performed by the Company, with no exceptions. For the Custom Retainer option, the monthly payments are due upfront before any work will be performed by the Company, with no exceptions; this is because availability and resources are guaranteed by the Company each month. The Custom Retainer option requires automatic payments through the Company’s payment processor in which a 1% transaction fee will be automatically applied to each transaction to assist the Company with processing fees unless a commitment to such option is six (6) months or more.
4. Due Date.
Company shall provide the Client with their invoice according to the selected payment option and payment terms as mentioned above. The initial invoice is due in full before any meetings are scheduled or Company will perform any work. All future invoices will be sent electronically on or around the 1st of each month or the date the recurring payment or subscription is to renew, depending on holidays or when the day falls during the week. Custom Retainers will be billed automatically monthly to the payment method stored on file. Other pricing option invoices will have a 'Net 5' (5 days) due date. Payment for all services performed and recorded is due on or before the set due date.
At the Company’s discretion, they may also invoice clients at other times during the month, depending on the accrued balance due from time spent on the Client’s projects and tasks up to this date.
Should the Company bill the Client at any other time during the month, all payments are due with the same terms of 'Net 5' (5 days). Invoices will be sent to the main contact on file or to the accounting department email listed within the intake form during the onboarding process.
5. Fees. Fines. Refunds. Rewards.
I. Late Fees. If payment is not made on or before the due date, the invoice will accrue a late fee of 3% per month on the outstanding balance, and all services will cease until payment has been made in full. If payments are more than 90 days past due, the Client’s information will be shared with a third-party collection company and will be contacted regularly until paid in full with all late fees and transaction fees included as well as reported to the bureaus and business credit organizations accordingly.
II. Payment Options. The Client understands they must pay through our online accounting system; the Client must notify the Company of any changes to their payment method on file with a minimum of 7-day notice before the upcoming billing cycle.
PAYMENT OPTIONS: Credit Card/Debit Card or ACH/Bank Transfer – 1% transaction fee
As the Client, you agree and understand that the above-mentioned transaction fee(s) will be automatically applied to all your invoices. As Client, you are responsible for paying the above transaction fee. The Company is paying the remaining 2% of the standard processing fees and greatly appreciates the Client’s understanding of the 1% transaction fee. As Client, you further understand that for security and fraud purposes, no other payment options will be accepted by the Company without written approval (email suffice). Under no circumstances will cash or personal checks be accepted as payment(s).
III. Expenses. The Client will reimburse the Company's expenses as pre-approved and requested by the Client in writing (email sufficing). Expenses will need to be pre-approved by the Client promptly not to delay project statuses. Expenses may include subscription fees, software fees, travel, contact list costs, and tools to complete projects.
IV. Refunds. The Client understands that under no circumstances will refunds be issued. The Client understands that all time spent towards the Client's selected services and requested projects and tasks related to their organization and its projects, tasks, work product, and deliverables, as well as all project management, communications, meetings, travel, and expenses (as listed in Sub-section III above), are recorded and billable as stated and cannot be returned, exchanged, or refunded as it is time spent and purchases made on Client’s behalf per Client’s request and that it is specific to the Client and their work requests to, and performed or purchased by, Company.
V. Loyalty Discount Rewards. Should the Client meet the below requirements, a Loyalty Discount of 5% of the invoice total will automatically be applied to future invoices. For a Client to achieve the Loyalty Discount, the following must be met:
a. On-time payments. Absolutely no late payments or late fee transactions can occur. Should the Client have a late payment before or during their Loyalty Discount period, they must start over again by meeting these requirements within this section before they qualify for the Loyalty Discount.
b. Must average a minimum of _25_ hours per month for 6 consecutive months with the Company. Utilizing the various services the Company performs, the Client must reach or exceed the hours mentioned during the number of consecutive months stated here to qualify for the Loyalty Discount.
VI. Referral Program Rewards. The Client may earn credit towards invoices or ‘cashback’ rewards by referring the Company to their friends, family members, networking groups, acquaintances, and colleagues. For each executed Estimate/ Proposal/ Quotation and Invoice with the Company, one (1) full month of billable hours, and the on-time payment of an invoice by Referred Client, the [referrer] Client can earn the following (based on Referred Client’s pricing option selected) to use towards their projects/tasks, future invoice(s)*.
10-Hour Package = $50 OR 1 hour of free service time
25-Hour Package = $125 OR 2 hours of free service time
45-Hour Package = $225 OR 3 hours of free service time
65-Hour Package = $325 OR 4 hours of free service time
*Referral Rewards will only be deducted from the Client’s next invoice or can be processed via free service time spent on a request by the Client. No actual cash or sum of money will be processed via standard payment processing style transactions. This Referral Rewards are a one-time transaction per Referred Client and are not an ongoing residual reward.
V. Military and Non-Profit Discount Program. Active, retired, or honorably discharged military veterans and 501( c ) non-profit organizations receive a 5% discount immediately on all service-based invoices. These two programs also receive an additional 10% off our already discounted promotional products and print product offerings (“always at least 10% off MSRP” standard promotion). 501( c ) non-profits must prove eligibility with proper documentation, and it is at the discretion of the Company to approve based on the charity's mission, vision, size, etc.
6. Term. Termination. Pause of Service.
This Agreement shall commence on the date the initial invoice is paid and will remain in effect until either party supplies at least a thirty (30) day written notice of termination in accordance with this Section 6. The Client may terminate this Agreement at any time convenient upon sending at least thirty (30) days prior written notice to Company (email sufficing). The Company has the right to terminate the Agreement with a minimum of seven (7) days written notice (email sufficing). All work will be billed accordingly until the last day of termination, depending on the terminating party timeline, as stated above. A final invoice will be sent and expected due in full no more than three (3) days (72 hours) from the date of invoice creation by the Company. If the Client does not give the minimum thirty (30) day written notice of termination, the Client will be charged up to $1500.00 as an early termination fee. Given the circumstances of termination and the Client’s standings with the Company, this charge will be reviewed on a case-by-case basis.
The Client has the right to upgrade or downgrade the number of hours within their Bundle of Hours, move to the Hourly Rate Only, Custom Retainer option, or pause services related to their organization with a seven (7) day written notice (email sufficing) before the upcoming month and next billing cycle. If the Client chooses to pause their services with Company for the upcoming month, the Client understands the Company cannot guarantee the availability of resources upon their return. The Client further understands the Company has the right to charge a “Pause of Service” Fee of $750 each month that the Company holds the Client’s projects and tasks on resource schedules and in anticipation of the return of the Client due to lack of communication and regular updates regarding the Pause of Service status from Client; causing Company to pass on new business and resulting in loss of revenue.
7. Independent Company Status.
The Company is serving as an independent Company in providing the Services. Under this Agreement, the Company is neither an employee nor a partner of the Client. The following statements accurately reﬂect their relationship:
All notices required or permitted under this Agreement will be provided in writing and delivered to both parties (email sufficing).
9. Ownership, Licensing, and Proprietary Information.
All work performed under this Agreement ("Work Product"), including without limitation notes, reports, documentation, drawings, work-in-progress, and deliverables, will be the sole property of the Client, and Company hereby assigns to the Client all rights, title, and interest therein, including but not limited to audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. The Company retains no right to reuse the Work Product, and the Client agrees not to challenge the validity of the Company's ownership in the Work Product. The Company may display Work Product as examples within their portfolio and can do so unless the Client states in writing otherwise.
10. Competitive Agreements.
Company agrees that during the term of this Agreement and for a period of three (3) months of inactivity of Client’s projects and tasks (no longer actively working on Client-specific deliverables) for any reason, whether with or without cause, Company shall not compete with the business of Client, either directly or indirectly, including by performing services for a competitor of the Client. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services substantially similar to the Client's products or services. A competitor is also third-party planning to do any of those things. The one exception to this restriction is if the Company asks for permission beforehand and the Client agrees to it in writing or if the Client is the one who terminated the Agreement.
11. Non-Solicitation. Reputation.
Client agrees that during the term of this Agreement and for a period of twelve (12) months immediately following the termination of this Agreement for any reason, whether with or without cause, the Client shall not either directly or indirectly solicit, induce, recruit or encourage any of Company's employees, consultants, vendors, or contractors to leave their employment, or take away such employees or contractors, or attempt to solicit, induce, recruit, encourage or take away employees or contractors of Company, either for itself or for any other person or entity. In return, Company also agrees to the same terms and conditions for a period of twelve (12) months to not solicit Client employees, contractors, or vendors, whether with or without cause, directly or indirectly.
Furthermore, the Company agrees that during the term of this Agreement and for a period of twelve (12) months thereafter, it will not defame, disparage, or make false statements that could embarrass or cause harm to the Client's name or reputation to any third parties, including any press or media. The Client also agrees that during the term of this Agreement, and if Company made any attempt to resolve and make right any issues or concerns placed in writing from, or voiced by Client, and for a period of twelve (12) months thereafter, Client will not defame, disparage or make false statements which could embarrass or cause harm to Company's name or reputation to any third parties, including any press or media.
This section contains essential promises between the parties.
13. Confidential Information.
(a) "Confidential Information" means any of Client's and Client's clients' proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists, and customers (including, but not limited to, customers of Client on whom Company called or with whom Company became acquainted while performing the Services hereunder), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to Company by Client either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Without limitation of the foregoing, the Work Product shall be deemed to be the Client's Confidential Information.
(b) As a material inducement to Client to utilize Company, Company shall hold all Confidential Information in the strictest confidence. It shall not, during or subsequent to the term of this Agreement, use the Confidential Information for any purpose whatsoever other than the performance on behalf of Client of the Services. Confidential Information does not include information which (i) is known to Company at the time of disclosure as evidenced by written records of Company, (ii) has become publicly known and made generally available through no wrongful act of Company, (iii) is identified by Client as no longer proprietary or confidential, or (iv) has been rightfully received by Company from a third party who is authorized to make such disclosure. Without the Client's prior written approval, Company shall not directly or indirectly disclose to anyone the Confidential Information or terms and conditions of this Agreement.
(c) Company agrees that it will not, during the term of this Agreement, improperly use or disclose any trade secrets of any former or other current client or other person or entity with which Company has an agreement or duty to keep in confidence information acquired by Company in confidence if any, and that Company shall not bring onto the premises of Client any unpublished document or proprietary information belonging to such other clients, person or entity unless consented to in writing by such employer, person or entity.
(d) Company recognizes that Client has received and, in the future, will receive from third parties, including without limitation, Client's clients that have engaged Client to provide services, their confidential or proprietary information subject to a duty on Client's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Company agrees that Company owes Client and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for Client consistent with Client's Agreement with such third party.
(e) Upon the termination of this Agreement or Client's earlier request, Company shall deliver to Client all Confidential Information in a tangible form that Company may have in its possession or control. In addition, the Company shall deliver to the Client (and will not keep in Company's possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed under Company's consultancy with Client except otherwise stated and agreed upon as mentioned herein.
(f) To the extent Company contracts with subcontractors to perform some or all of the Services, Company agrees that each subcontractor will enter into a confidentiality agreement with Company that is at least as restrictive and comprehensive as this Section.
(g) Company recognizes that Client may be subject to additional confidentiality, data security, and similar requirements from time to time, as imposed upon Client by its clients that have engaged Client to provide services (the "Additional Requirements"). In such an event, Company agrees to abide by such Additional Requirements as may be provided to Company by Client from time to time, or, if it is unable to comply, it will inform Client that it is unable to agree to such Additional Requirements and refuse work on behalf of such Client's Client.
14. Limitation of Liability.
EXCEPT FOR A BREACH BY A PARTY OF ITS OBLIGATIONS PURSUANT TO SECTIONS 8, 9, 10, 11, AND/OR A PARTY'S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 14, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, HOWEVER, CAUSED, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Company will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the services it contemplates (whether for breach of contract, tort, negligence, or other forms of action) and irrespective of whether the Company has been advised of the possibility of any such damage. The Company cannot guarantee an increase in profits, sales, and conversions, the number of clients or customers, or the amount of traffic to the Client’s channels and mediums from the services performed by the Company. Therefore, Company cannot be held liable for any decrease or lack of increase in such data and analytics.
17. Governing Law.
The laws of the State of Michigan govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance, and enforcement. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Michigan, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.
18. Entire Agreement.
These Terms and Conditions, the acceptance of the Estimate/ Proposal/ Quotation, and payment of any invoices constitute the Service Agreement and Terms and Conditions in its entirety between the parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the parties. By Client accepting an Estimate/ Proposal/ Quotation and making any payment towards invoice(s), they accept all terms and conditions as-is. This agreement will be considered executed and able to be legally enforced at all times after payment of the initial invoice. It will remain in effect until written notice is received, as stated in Section 6.
Should you have any questions or concerns regarding this Agreement and the Terms & Conditions listed within, please contact us immediately at
616-737-1173 or firstname.lastname@example.org.
Mailing Address: 1036 Jackson St., #148, Dansville, MI 48854