AEC BBB – Master Service Agreement

General Terms and Conditions for Agency Services

  • Parties. This Service Agreement (the “Agreement”) is entered by {{crmCompanyName}}, the “Client” and DCE Clarity LLC, the “Agency”, known collectively as the “Parties.” The Parties agree and disclose that they are fully authorized to enter this Agreement. Both Parties’ performances and obligations are not to violate the rights of any third party or else violate other, if any, Agreements made between them and/or any other organization, person, business or law/governmental regulation. The authorized signer for the Agency represents and warrants that it has the right to enter into and perform this Agreement.
  • Scope of Work and Deliverables. The Agency agrees to provide all services, adhere to the respective terms, and to deliver work products in the specified format and method of delivery, as outlined in the section Scope of Work of the Services Proposal (Exhibit A) and the terms and conditions of each applicable Schedule attached to this Agreement.
  • Relationship. Client has shared and discussed all applicable project requirements and wishes to hire the Agency to perform all the services outlined in this Agreement and all applicable addendums. The parties expressly acknowledge and agree that their relationship under this contract is that of an independent contractor providing consulting services. Nothing in this contract shall be construed as creating a partnership, joint venture, employment, or any similar relationship between the Agency and the Client. Each party shall act solely as an independent entity and shall have no authority to bind or obligate the other party in any manner without prior written consent.
  • Term. The term of this Agreement shall commence on the date signed (“Commencement Date”) and shall continue until (1) it is terminated by either party as stated in the termination clause; or (2) the project described here is delivered. In the event of an ongoing engagement, the Agreement will continue in full force and effect unless and until terminated by either party.
  • Cooperation and Compliance. The Agency agrees to (1) designate and provide an appropriate point of contact to the Client, including the Client's Account Manager; (2) provide prompt and clear information to the Client in the event of any changes to their account, such as changes in Agency personnel, new methods of communication, and other information necessary to complete the work outlined in this Agreement; and (3) to use protected Client information appropriately. The Agency will cooperate fully with the Client and use reasonable care and skill to ensure that the work products are successful as expected from a competent marketing agency. Throughout the project, campaign or consulting engagement, the Client will (1) provide clear briefings to the Agency and ensure that all facts given about the Accounts are accurate; (2) cooperate with the Agency by making all relevant information available to the Agency; (3) comply with the instructions and processes outlined by the Agency in the Client Welcome Packet, according to the provided deadline; (4) provide all the required content through the provided appropriate forms in a suitable format for use and as specified, without further preparation by the Agency; (5) promptly notify the Agency of any relevant changes in the company.
  • Copyright infringement. The Client represents and warrants that it has the rights to use any information or content, including, but not limited to, trade secrets, trademarks, logos, copyrights, images, data, figures, written text or any other content provided to Agency for any project, campaign or work product created under this Agreement. In the event that the Client does not have these rights, the Client will be solely responsible for Copyright Infringement disputes, and if necessary, will repay any associated damages the Agency may experience. The Agency further represents and warrants that it has the right to utilize and distribute the designs created for the Client and that such designs are not owned by anyone else to the Agency's knowledge. In the event that the Agency does not have these rights, the Agency will repay any associated damages Client may experience or will take responsibility so that Client does not experience any damages.
  • Terms and Conditions for Deadlines. The Client and the Agency both agree to adhere to the dates, milestones and all applicable terms and conditions outlined in the Services Proposal (Exhibit A). Both parties agree to the following terms and conditions regarding deadlines for project content, deliverables and/or deployment: (1) General delays that result in failure to meet deadlines. Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension of any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of Agreement, power failure, fire, flood, labor disputes, riots, acts of war, terrorism and epidemics. (2) Agency failure to meet deadlines. The Agency shall use all reasonable efforts to deliver the work product as stated in the Work Schedule in this Agreement. After 90 days of delays in delivering the work product as per the Work Schedule in this Agreement, the Client has the right to terminate this Agreement, subject to the termination clauses of this Agreement, and the Agency must surrender all work products completed up until the date of termination. In such a case, the Client will not be responsible for any additional payments. (3) Client failure to meet deadlines.The Client shall make all reasonable efforts to provide the necessary information, materials, revisions, and approvals as outlined in the Work Schedule within this Agreement. Any delay by the Client will result in a day-for-day extension of the due date for all Deliverables. During the final approval and delivery phase, if the Client fails to provide approval or comments, the Deliverables will be automatically considered approved and accepted. During the development process, if the Client fails to submit the required information, materials, and/or approvals for revisions within 30 days after the Client's submission deadline, the Agency reserves the right to impose a late fee of up to $250 for every 30 days beyond the due date in order to maintain the project's active status. Should there be a delay of 90 days or more in providing the necessary information, materials, and/or approvals at any stage of the work schedule, the Agency may at its discretion deem the project abandoned and terminate this Agreement. In such a case, the Client will forfeit all payments made up to that point.
  • Revisions. Both parties acknowledge and agree that a round of revisions is defined as the following: a single communication delivered to the Agency on behalf of the Client that (1) is submitted through the Client Revision Form; (2) contains all necessary information regarding changes to be applied to the work product (including text, images, size, fonts, colors, layout, and other graphic elements; music, animations, sequence edits, changes in placement or corrections in composition; corrections to the audio files, changes in editing, or other related edits); and (3) contains direction in a way that is clear for the Agency to perform the work required. The Client agrees to submit all content for the revision through the appropriate channels provided by the Agency, and in the correct formats, which include (1) text files (e.g. Word or PDF documents); (2) images (including supplemental images, screenshots or drawings in .jpg, .png or .pdf formats); or (3) recordings (audio or video files in .mov, .mp4, .mp3 or .gif formats). The Agency reserves the right to treat additional reformatting, preparation work, comments and requests beyond the round of revisions as an additional change order, and will at its discretion, apply the hourly rate of $100. As part of a round of revisions, the Agency agrees to make ordinary changes that are based on an existing concept, which does NOT include the creation of any new work products. Any new work products are subject to additional charges and - depending on the extent of the new work produced - may require a new proposal and service agreement. In the case of development of a new work product, the Client forfeits the original deposit, as it will be treated as non-refundable. The Client will be entitled to the specified revisions according to each work product, as specified in this Agreement’s Scope of Work. Any revision(s) beyond the rounds of revisions included for each service item - as specified in the Scope of Work - will be billed at a rate of $100 per hour.
  • Approvals. Approvals are to be submitted in writing to the Agency in the approved format and adhering to the timeline agreed to in the Schedule of work. The Client agrees to and is solely responsible for proofreading all deliverables, and holds the Agency harmless for typos, errors, omissions and other errors that are reasonably recognized by the Client. In the event that approved deliverables contain errors, the Client will be charged for correcting errors after the acceptance of any Deliverable. The Agency retains all rights in and to all preliminary designs and rejected concepts, as this work does not constitute part of the finished / delivered work product and will remain the exclusive property of the Agency.
  • Fees for Services and Payment Schedule. The Client agrees to pay the Agency the total cost of the services and to comply with the dates and terms outlined in the Fees and Payment Schedule section of the Services Proposal (Exhibit A). All monies paid to the Agency as deposits or as required to commence work are non-refundable.
  • Payment Methods. The Client agrees to pay all applicable fees to the Agency using : (1) Electronic transfers. The preferred payment method for all Client payments is via ACH payments. (2) Credit Card payments. Clients have the option to pay with a credit card using the Agency’s third-party payment processing vendor. The client is responsible for any processing fees incurred.
  • Third Party Software / Licenses. In addition to any other fees set forth in this Agreement, the Agency may need to purchase third-party licenses that are strictly necessary for the Agency to design and develop the Client’s work product(s). Such third-party products may include, but are not limited to: server-side applications, software subscriptions, stock images or videos, back-end applications, music, or any other copyrighted work which Agency deems necessary to purchase on behalf of Client.
  • Late payments. Invoices are due on receipt. If any portion of the payment is received by the Agency 30 days after the payment due date, the Agency will apply a late payment penalty of 3%. Any outstanding balance will consequently accrue additional interest charges and penalties. The Agency reserves the right to terminate projects and/or services contained in this Agreement after any payment is late by 90 days or more. In such cases, any unpaid work will become property of the Agency, and the Agency reserves the right to delete, resell or otherwise repurpose any unpaid materials that do not constitute the Client's intellectual property.
  • Confidentiality and Proprietary Information. During the course of this Agreement, it will be necessary for the Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Agency in order for the Agency to complete the work products. The Agency will not share any of this proprietary information at any time, even after the Agreement is fulfilled. The Agency also will not use any of this proprietary information for its benefit at any time, even after the Agreement is fulfilled. Disclosing or using this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly forbidden without the prior consent of the Client. All proprietary information will be kept confidential, unless the disclosure is required pursuant to process of law.
  • Ownership Rights. All work completed by the Agency is considered as the property of the Client provided that (1) such work product is accepted in writing by the Client within 90 days of being proposed by the Agency; and (2) Client pays all fees and costs associated with creating and producing the work product(s). The Client acknowledges and agrees that grant of copyright over the work product created by the Agency are conditioned upon receipt of final payment, and upon Client's compliance with the terms of this Agreement, and that work products that do not meet the two foregoing conditions shall remain the Agency’s property. Notwithstanding, it is understood that the Agency may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license and the Client agrees that it remains bound by the terms of such licenses. The Agency will keep the Client informed of any such limitations.
  • Authorization for Use of Client Marks. Client hereby grants the Agency the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a Client of the Agency and a brief scope of services provided. Client hereby grants the Agency the right to display its logo (or other identifying information) and a hyperlink to the Client’s website on the Agency’s website and/or Portfolio. As such, the Client agrees that the Agency will promote the Work Product that is appropriate for public viewing in their marketing efforts, including but not limited to: (1) Agency’s Website, (2) Agency’s Social Media Profiles, (3) Agency’s Portfolio/ Collection of Case Studies, (4) Agency’s Capability Deck; (5) Agency Newsletter. The Client and Agency will discuss in good faith and determine that all confidential and otherwise sensitive materials be kept confidential (and as such NOT utilized in the Agency’s Marketing efforts). Any use of the Client’s logo or links to the Client’s website will be expressly and exclusively used for marketing purposes and may be terminated in case of substantial breach by the Agency. Either party may elect to issue a press release related to the services under this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.
  • Termination. Either party has the right to terminate this Agreement immediately in the event that one of the Parties breaches this Agreement or one of the conditions set forth in this Agreement and does not amend the breach within a period of 30 days; or it will automatically be terminated when the services are completed. In the event of termination, both parties agree that (1) the Agency will transfer and/or assign to Client all Work Product in Agency’s possession or control belonging to Client, subject, however, to any rights of third parties; and (2) all contracts with third parties, including advertising media or others, upon being duly released by Client and any such third party from any further obligations.
  • No Guarantees of Performance. The Agency acknowledges that the success of the consulting services is dependent on various factors beyond the Agency’s control. Therefore, the Agency makes no guarantees or warranties, expressed or implied, regarding the actual performance or results achieved as a result of the consulting services provided.
  • Appointment policy. The Client and Agency agree to schedule consulting sessions at least 2 days in advance. In the event that the Client needs to reschedule a session, they must provide a minimum of 24 hours notice. The Agency reserves the right to charge for appointments canceled without sufficient notice and/or no-shows. Any missed appointments by the Agency will be rescheduled at the earliest mutually convenient time. Both parties commit to good faith efforts to adhere to the agreed-upon schedule, recognizing that unforeseen circumstances may require adjustments.
  • Indemnification and Limitation of Liability. Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) in the event that such is not related to the direct result of one of the Parties’ negligence or breach.The Agency and the Client shall each defend, indemnify, and hold the other harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
  • Third-Party Changes in rates or service plans. The Agency will not be responsible for increases in rates from third-party providers (namely, social media channels, digital advertising platforms, search engine algorithms, website plugins, email marketing software) and will not be obligated to provide any mediation or negotiation between the Client and the third-party provider. In case of changes in rates, limitations in features or other changes that directly affect the performance intended, the Agency will notify the Client immediately and do its best effort to provide an adequate solution aligned with the Agency’s consulting capabilities. The Agency shall implement necessary adjustments to ensure compliance and optimal performance. Any substantial impact on the contract's performance or pricing resulting from such changes will be discussed and mutually agreed upon by both parties. Any additional services, such as custom programming or changes in software will be billed at the hourly consulting rate of $100.
  • Force Majeure. The Agency is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
  • Alternative Dispute Resolution. Any dispute or difference whatsoever arising out of, or in connection with, this Agreement shall be submitted to arbitration in accordance with, and subject to the laws of Texas. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
  • Assignment. Neither the Agency nor the Client may resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without either party's prior written approval will be null and void.
  • Non-Compete and Non-Solicitation. During the term of this Agreement and for a period of 12 months after its termination, the Agency and Client mutually agree not to (1) engage in any conflicting business activities; (2) directly or indirectly solicit the Client's employees or Clients for their own benefit or for the benefit of a third party; or (3) provide similar services that directly compete with the Client's business within the Agency’s or the Client’s headquarter state.
  • Entire Agreement. This Agreement, which is legal and binding between the Parties as stated above, contains the entire Agreement and understanding among the Parties to it with respect to its subject matter, and supersedes all prior Agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to its subject matter. The express terms of the Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of its terms. The Parties agree that any amendments made to this Agreement must be in writing, where they must be signed by both Parties to this Agreement. Accordingly, any amendments made by the Parties will be applied to this Agreement. In the event that any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then the remaining provisions will remain in force in accordance with the Parties’ intention.
 

Schedule | Business Consulting

  • Assignment. During the term of this consulting agreement, the Client agrees not to engage, directly or indirectly, in similar consulting arrangements with other consultants or consulting agencies for services related to the scope of work outlined in this agreement.
  • Deliverables and Revisions. The Agency will submit deliverables in the form of reports, and the Client is entitled to one round of revisions. Revisions requested beyond this scope may be subject to additional charges. The Client agrees to provide timely and specific feedback during the revision process to ensure the efficient completion of the consulting services.
  • Limitations of service. The Client understands and agrees that the consulting services provided herein are not a substitute for professional advice from qualified professionals, including but not limited to human resources professionals, accountants, or attorneys. The Client is encouraged to seek independent advice for matters falling within the purview of these professionals. As part of the consulting services, the Agency agrees to corporate, liaise and otherwise facilitate to a reasonable degree with the Client’s third party professional contractors or in-house team.
  • Billing for Additional Hours. Any additional hours beyond the agreed-upon scope of work will be billed at the hourly rate of $100. The Client will be informed in advance of the need for additional hours, and no work beyond the agreed scope will be undertaken without the Client's explicit approval.
 

Schedule | Branding and Graphic Design

  • Deliverable File Formats. The Agency will deliver files in the specified, agreed-to formats and will use best practices to transfer files to the Client, always protecting the integrity of the files, resolution, and correct dimensions. If the Agency has made any errors in file size, format or resolution, the Agency will make necessary adjustments to the file and resend to the Client at no additional charge. If the Client requires any other change (including but not limited to design elements, measurements sent in error by the Client, new size adjustments or reformatting), the Agency reserves the right to apply the Additional Revision rate of $100 per hour. With the exception of branded templates or forms, or unless otherwise stated, the Agency retains the rights and ownership of editable or executable files, providing final, camera-ready work products that cannot be edited or otherwise modified by the Client.
  • Costs associated with production, purchase and/ or licensing of images. The Agency has included in the cost of each project a large amount of commercially-available images, duly licensed for promotional use by the Client. In case of incurring in additional costs related to software, stock image or photography, or alike elements at the Client’s request, the Client will be billed for any additional costs for visual stock elements.
  • Design Services and Printing Services. The Client acknowledges that design services and production services are distinct and separate. Design services are not included in the production process and will be billed separately at the agreed-upon rates or as specified in a separate design services agreement.
  • Errors. The Client acknowledges and agrees to the following terms regarding errors in production. (1) Errors by the Client. The Client acknowledges that they are responsible for reviewing and approving all design proofs and specifications before production. Any errors or omissions identified after approval shall be the sole responsibility of the Client, and the Client shall bear any costs associated with reprinting or necessary adjustments. (2) Errors by the Agency. In the event of errors or omissions on the Agency's part, including design errors or failure to adhere to Client instructions, the Agency shall take responsibility for the rectification of such errors. The Agency shall reprint or make necessary adjustments at no additional cost to the Client. (3) Errors or Misrepresentation by the Printers. The Agency shall select reputable and professional printers for the production of printed materials. However, in the event of errors, misprints, production delays, or other quality issues caused by the printers, the Agency will work diligently to rectify the situation. The Agency's liability shall be limited to coordinating with the printers for necessary corrections or reprinting, and no further compensation or damages shall be claimed to the Agency.
  • Inclusions and Limitations for the Design Services. The Logo Presentation includes 3 concepts to choose from with up to 2 Rounds of revisions of the chosen concept. If the Client requests additional logos, the Contractor will provide an additional round of 3 logos at the rate of $600, provided the following conditions are met by the Client: (1) The Client can provide the specific reasons why the original logos weren’t chosen and provides clear direction on possible improvements, inspiration or other actionable details to perform the work; and (2) the Agency and the Contractor are in agreement that the Client’s requests can be met with the scope of work as outlined. Contractor and Agency will not be obligated to provide any additional services if the Agency or Client requests are not met to either party's satisfaction. In such a case, the Contractor will consider the deposit non-refundable by the Contractor, the project will be deemed canceled, and the Contractor or Agency have no further obligation to each other regarding the canceled project. All graphic designs include up to 2 rounds of revisions and final design file (printing / production not included). Additional revisions are billed at $100 / hour. We have a list of preferred formats and sizes for certain products, but other sizes are available and quoted upon request. Products from our printers are subject to availability and pricing is subject to change. Other sizes available; quoted upon request.
 

Schedule | Website Development and Hosting

  • Managed Hosting Services. The Client agrees that the website will be hosted on the Agency's secure hosting servers and that the Agency does NOT offer custom deployment or self-hosting. The Client acknowledges that the Agency offers website development and hosting as a combined managed service. The Client will be billed $200 annually for hosting services. This includes up to 7GB in server storage space. After 7GB, the Agency will increase $50 per year for every 2GB of storage space used to produce, host or otherwise maintain the Client Website. Failure to pay the hosting fee will result in interruption of service, as the website will be taken offline. The first year of hosting applies to the first 15 months of the development project (3 months of development + 12 months after deployment). Any delays in development will still count toward the 15-month total. Prorated billing will be applied as needed. Hosting renews every year on July 1st. All website Technical Updates and Maintenance are part of the ongoing hosting service.
  • Hosting Downtime. The Agency’s web hosting provider agrees to use commercially reasonable efforts to ensure maximum uptime for the Client's website. However, the Client acknowledges that occasional downtime may occur due to maintenance, system updates, unforeseen technical issues, or other factors beyond the hosting provider's control. The Agency and its hosting providers shall make reasonable efforts to minimize downtime and restore services promptly. The Client understands that the Agency or the Agency’s hosting provider shall not be liable for any damages or losses incurred due to website downtime, including but not limited to loss of business, revenue, or reputation. The Client agrees to hold the hosting provider harmless for any such damages arising from downtime. The Client acknowledges that uptime guarantees do not cover downtime caused by Client actions, third-party services, or force majeure events. In case of unexpected downtime, the Agency - acting as website administrator - will take every reasonable effort to bring the website, or an acceptable backup of the website, up as quickly as possible and to work diligently on behalf of the Client to resolve the downtime issue.
  • Domain Names Registered by Client. If the Client wishes to register the domain to be used in the website development project or already owns a domain name, the Client agrees to the following terms: (1) Intellectual Property. The Client releases the Agency from any responsibility or claim in the procurement of the domain name. The Client is solely responsible for any possible copyright infringement, spelling or other errors in the registration process; (2) Cost of Domain Names. The Client is responsible for paying all dues related to registration and renewal of any domain name. Agency cannot be responsible for up-time monitoring or performance of the website if the domain name expires. If the Client is unable to recover their original domain name, a new domain name may be purchased and used for the website. In such a case, a $150 special deployment request fee will apply; (3) Registrar Admin Panel. The Client must provide the Agency with the username and password to the admin panel for the domain registrar during the Onboarding process. The Agency will test access codes as soon as the credentials are given but the Agency will not be responsible for any maintenance or work to be performed on the Domain Admin Panel until the time of deployment. The Client is responsible for providing adequate access to the admin panel in case of any 2-step authentication processes. If the Client is unable to produce the credentials to access the admin panel or grant the Agency access to the Admin Panel for the registrar, the Agency may require that a new domain name is registered to complete deployment, and will not be responsible for charges incurred in changes to any marketing materials, email addresses or other marketing elements that mention the domain that cannot be accessed. If the Client does not wish to provide access to the admin panel, the Agency will provide an IP address to direct the domain name and the Client will be solely responsible for establishing the connection between the domain name and the IP address of the CMS on our servers. The Agency does not offer consulting services to redirect outside domain names and cannot assist the Client in the process; (4) Authorized Registrars. To protect the Client’s investment, the Agency reserves the right to work only with accredited registrars, and if needed, may require the Client to transfer the domain name registration to an accredited registrar before deployment. In case the registrar is unable to accommodate the transfer request, the Agency may require that a new domain name is registered to complete deployment, and will not be responsible for charges incurred in changes to any marketing materials, email addresses or other marketing elements that mention the domain that cannot be accessed.
  • Domains registered by Agency. At the Client's request, the Agency will provide the service of registering, monitoring and renewing the Client domain(s) according to the following terms: (1) Intellectual Property. The name chosen by the Client will be considered the Client’s intellectual property and will be bound by the terms and conditions of this Agreement regarding all Client Intellectual Property; (2) Cost of Domain Names. The Client is responsible for paying all dues related to registration and renewal of any domain name. The Agency will pay and monitor billing on behalf of the Client. The Agency will notify of the cost and bill Client for domain registration at time of registration, and for each annual renewal thereafter. Failure to meet the payment deadline for hosting renewal may result in termination of the registrar’s service Agreement for the Client's domain name and may be subject to a recovery fee at the registrar’s discretion. In case the domain is canceled and the Client is unable to recover their original domain name, a new domain name may be purchased and used for the website. In such a case, a $150 special deployment request fee will apply; (3) Authorized Registrar. The Agency will register the Client’s domain name(s) with a vetted Domain Registrar and will notify the Client if any changes or transfers are needed; (4) Termination / Transfer. If the Client does not wish for the Agency to manage the domain name(s), the Agency will transfer the domain name to an authorized registrar and the Client will be responsible for the maintenance, renewals, service plans and contract with the registrar, releasing the Agency from any and all responsibility. In such a case, the transfer of the domain name to a new registrar will require a reconnection to the website, at which time a $150 special deployment request fee will apply.
  • Requirements for Deployment. The website development project with regards to the terms of this Agreement will be considered delivered when the following conditions are met in the following order: (1) All Client revisions have been submitted, implemented and approved; and (2) all fees incurred, including the balance of original scope of work plus any applicable overages and fees for additional work are paid by the Client and received by the Agency; and (3) domain name access has been tested for deployment by the Agency, or an IP address has been provided by the Client to redirect the domain name; and (4) the corresponding deployment checklist has been applied by the Agency with the corresponding report to the Client; and (5) the Client receives a link to the live website to confirm deployment. The Client will be given 24 hours to notify of any errors in images, broken links, misconfigurations to the contact forms, domain issues, or other technical issues that may result from the CMS transfer to its final destination server. Any additional changes to the content, configuration, navigation, style or other design elements that need edits after deployment, are subject to a new work order and will be billed at the hourly rate of $100.
  • Client Access and Edits. The Agency reserves the right to serve as exclusive editor and administrator of all parts of the website. The Agency will be solely responsible for the security and integrity of the website and will take any measures necessary to ensure optimum performance within the terms of service outlined in this Agreement and/or the Agency's standard hosting services.
  • Website Credit to Agency. The Client authorizes the Agency to add the following credit to the footer of the finished website “Website by DCE Clarity,” (hyperlinked to the Agency’s website - https://dceclarity.com).
  • Inactive and Abandoned Projects. Projects in development that are hosted in the Agency's development server and have pending action items delayed by the Client for more than 90 days will be considered abandoned by the Client and classified as inactive by the Agency. In such cases, the Agency reserves the right to delete the CMS or, at its discretion, repurpose or use any completed work for other projects or purposes. The Client shall have no claim or rights to the completed work or any refund of fees paid for the abandoned project, as all monies paid by the Client will be non-refundable. If the client wishes to reactivate the project, the Agency may require that any balance due be paid immediately. If the Client wishes to receive a deliverable of the work done for the unfinished website until that point, the Client must (1) settle any balance owed until that moment; (2) submit a request along with the Agency’s Release of Liability within 48 hours of receiving notice of the abandoned project. Further, the Client acknowledges and agrees that: (1) as a managed virtual service developed under the Agency’s proprietary software, the only way to transfer the work completed to the Client is as a collection of raw HTML files; (2) the Client is solely responsible for restoring the files for its original intended use and will not make the Agency responsible for deployment in any way; and (3) once successfully restored by the Client, the CMS will NOT contain any of the security, hosting and maintenance features included in the scope of work. After any website project is considered abandoned and is deleted or sent to the Client as an unfinished work product, this Agreement will be automatically terminated.
 

Schedule | Production

  • Management of all aspects of the Production. The Agency will manage all aspects of pre-production, production tasks and post-production tasks. The Agency will also oversee all operations and manage the budget.
  • Vendors and Subcontractors. The Agency will be responsible for all sub-contracting, documentation, compliance and payments to vendors and subcontractors to be hired by the Agency at its discretion. The Client is released of all responsibility with the vendors and all liability for services rendered. The Agency will be responsible for executing all contracts and payments to contractors for the Project, as well as Tax Forms and other management tasks pertaining to the Production of the Project. The Agency will require the following documents from all vendors before commencement of work on the production Project: (1) Invoice for services rendered (from each vendor); (2) W-9 Form (from each vendor); (3) Non-Disclosure Agreement; and (4) Non-Solicitation Agreement.
  • Non-Solicitation or Interference. The Client will not interfere with the contracting, payment or onboarding of any vendor in the Production process; the Agency will be the only vendor on record for the Client. The Client may not solicit business or communicate with sub-Clients, vendors, video subjects or other affiliates on behalf of the Client, the Agency or any related business identity, or through any of its partners during the period of this Agreement. The Client agrees not to, whether for its own account or for the account of any other person, intentionally interfere with the relationship of the Client or its affiliates, including any vendor, contractor or talent involved with this project, and the video subject, sub-Client or other parties involved in the Production of the Project.
  • Representation of Video Subjects. The Agency will act with video subjects, subcontractors and other affiliates or parties involved in the production of the Project as a representative of the Client. The Client and the Agency agree to collaborate and make reasonable efforts to procure all necessary documents, including releases and waivers, from the subjects appearing in the video. This collaboration includes obtaining consent, permissions, and any other legally required documentation to ensure compliance with applicable laws and regulations. Both parties will work together to secure these documents in a timely manner to protect the interests of all involved parties.
  • Changes in Specifications. If at any time, Client desires to make any changes or variations from the script(s) or storyboard(s) in the Project or from any material or work in progress, and such changes result in additional costs to the Agency, the Agency agrees to notify the Client of the amount before any such additional costs are incurred and the Agency shall proceed only after receiving approval from the Client. Approval by Client shall be binding and incorporated into the terms of this Agreement. Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.
  • Insurance Coverage. The Client will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to the Agency and name the Agency as a "named insured '' on said policies prior to the commencement of pre-production. All Client supplied insurance will be deemed to be the primary coverage and issued on a non-contributory basis. Client Umbrella Liability limit will be $1,000,000. The Client will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with the Client insurance program. Client will indemnify, defend, and hold harmless the Agency for any and all claims, demands, actions, including defense costs and attorney's fees, for claims arising from the media(s) and the failure of the Client insurance program to be as broad as the Agency’s coverage.
  • Contingency And Weather Days. A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company. These circumstances may include but should not be limited to: (1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client); (2) Injury, illness, or absence of Client-supplied elements (e.g. key talent, color correct products); (3) “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrests, civil authority, and terrorism); (4) Client Insured Re-Shoots (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). Prior to the commencement of work, the Client will be provided with a contingency day cost which should be approved prior to proceeding with that shoot day. The Agency recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices. The Agency will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days based on consecutive employment).
  • Production Fees. The Agency will invoice the Client in respect of Production Costs in advance.
  • Cancellation And Postponement. A cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the project. If the Agency blocks out a specific period of time with the Agreement that it represents a firm commitment from the Client, then the Agency makes no further efforts to sell the time. If the job is canceled or postponed within the Guideline time frame, it is unlikely that this time can be re-booked. If notice of cancellation/postponement is given one to ten working days prior to the commencement of the shoot, the Client will be liable to the production company for (1) All out-of-pocket costs; (2) Full director's fee as bid; and (3) Full production fee on the job as bid. If notice of cancellation/postponement is given eleven to fifteen working days prior to the commencement of the shoot, the Client will be liable to the production company for (1) All out-of-pocket costs; (2) Not less than 50% of the director's fee as bid; (3) Not less than 50% of the production fee on the job as bid. If notice of cancellation/postponement is given more than fifteen working days prior to the commencement of the shoot, the Client will be liable to the production company for (1) All out-of-pocket costs; (2) Not less than 25% of the director's fee as bid; (3) Not less than 25% of the production fee on the job as bid.
  • Deliverable File Formats. The Agency will deliver files in the specified, agreed-to formats and will use best practices to transfer files to the Client, always protecting the integrity of the files, resolution, and correct dimensions. If the Agency has made any errors in file size, format or resolution, Agency will make necessary adjustments to the file and resend to the Client at no additional charge. If the Client requires any other change (including but not limited to design elements, measurements sent in error, new size adjustments or reformatting), the Agency reserves the right to apply the Additional Revision rate of $100 per hour.
  • Raw files. Unless otherwise stated, the Agency retains the rights and ownership of editable or raw footage (including photographs, editable animation files and footage collected) or executable files for this project, providing final, camera-ready work products that cannot be edited or otherwise modified by the Client. Any alterations of original art (color shift, mirroring, flopping and paste) creating additional art is prohibited without the express permission of the Agency. The Agency will be given the first opportunity to make any alterations required. Unauthorized alterations shall constitute in additional use and will be billed accordingly.
 

Schedule | Search Engine Optimization (SEO)

  • Access and Appointment. For the purpose of implementing SEO strategies and technical optimizations, the Client grants the Agency exclusive admin access to the Client's website and related platforms, and appoints the Agency as the exclusive service provider in connection to any and all search engine optimization services for the Client.
  • Reporting and Analytics. The Agency shall provide a report every 90 days detailing key SEO metrics, such as keyword rankings, organic traffic, conversion rates, and backlink profile. The reports shall be delivered on a mutually agreed-upon schedule and in a format that allows the Client to monitor progress.
  • Compliance with SEO Best Practices. The Agency shall adhere to recognized SEO best practices, ethical standards, and industry guidelines in the execution of SEO services. This includes following search engine guidelines, avoiding black-hat SEO techniques, and maintaining transparency and integrity in their practices. The Client understands that adherence to best practices may evolve over time due to changes in industry standards and search engine algorithms.
  • Service Limitations. The Agency will employ industry-leading techniques and best practices in providing Search Engine Optimization (SEO) services and engage in link building activities to improve the Client's website authority and visibility. The Agency shall adhere to ethical link building practices and industry guidelines. The Client shall review and approve any proposed link building strategies or partnerships. Agency will not be held responsible for making any amends In the event that (1) links are removed; (2) links are placed in websites or alike channels that are taken offline; or (3) links are removed for any reason beyond the control of the Agency or the Client. The Client acknowledges that the Agency cannot guarantee specific outcomes, rankings, or performance metrics within a predetermined time frame.
  • Minimum Client Commitment. The Client acknowledges that SEO is an ongoing process, and it may take time to see significant results. The Client agrees to a minimum commitment period of 6 months from the effective date of this agreement, which is intended to allow sufficient time for the Agency to develop and implement effective SEO strategies. The Client also understands that the Agency's efforts aim to improve the Client's search engine visibility and organic rankings, but specific rankings or traffic goals cannot be guaranteed. The Agency acknowledges that SEO results are influenced by various factors beyond both parties’ control, including search engine algorithms, competition, and market dynamics. While the Agency will make reasonable efforts to improve search engine visibility and organic rankings, it cannot guarantee specific outcomes or levels of performance.
  • Termination of SEO Services. The Client shall provide written notice of termination to the Agency at least 30 days prior to the desired termination date. The Client shall be responsible for any outstanding payments due to the Agency up to the termination date, and any authorized unpaid fees and expenses incurred by the Agency shall become immediately due and payable upon termination. The Client understands and agrees that no refunds shall be provided for any fees, deposits, or expenses already paid to the Agency in connection with the terminated services. In the event of early termination by the Client (before the completion of the minimum 6-month period), the Client (1) shall be liable for all fees and expenses incurred by the Agency up to the termination date, and (2) agrees to pay an early termination fee to the Agency, which shall be equal to 50% of one month’s retainer. This fee compensates the Agency for the efforts, resources, and commitments made in developing and executing the social media strategies during the minimum commitment period and the time-cost of replacing the account before the appointed time.
 

Schedule | Social Media

  • Appointment. During the term of this Agreement, the Client appoints Agency as Client’s exclusive consultant and Agency in connection with all social media efforts and grants exclusive access to the administration of all accounts managed by the Agency. Client will send all content requests and changes to profiles to the Agency for service, and instruct authorized employees or other team members within the Client’s organization to provide content to the Agency to be published on the Client’s official pages and profiles. The Client will not have shared access to manage, edit, add administrators or otherwise alter the content or configuration of the social media channels while they are managed by the Agency.
  • Account Ownership. All social media accounts created or managed by the Agency on behalf of the Client are the property of the Client, and upon termination of this Agreement, the Agency will transfer ownership and administrative access of these accounts and assets to the Client or a designated party in a timely manner, after any outstanding balance owed is paid in full. However, any paid advertising accounts created and managed by the Agency on social media platforms under the Agency’s Ad Accounts, including associated assets (namely ad campaign accounts, pixel administration access, or custom audiences created), will remain as property of the Agency.
  • Original Content. The Agency will provide original content based on the Client’s content strategy and design elements, adhering to the Client's brand guidelines and maintaining consistency in messaging, tone, and visual representation across social media platforms. The content will be discussed periodically with Client and both parties agree to provide clear communication to fulfill the Client’s content strategy to the best of each party’s ability.
  • Approvals. Unless otherwise stated, the managed services for social media do not include Client’s revisions or approval and are subject to the discretion of the Agency within the scope of the consulting services. Client revisions and approval are subject to the hourly consulting rate of $100. In the event that the Agency is unsure about any content to be published, the Agency will contact an authorized representative for the account to receive approval. In the event the Agency is not able to contact an authorized representative for the account, the content will not be posted to protect the Client’s data. If any posts needs to be revised or removed due to any content violation or according to the Client’s wishes, the post will be removed immediately at no additional charge to the Client. In the event that any third-party social media channel finds and/or removes any content due to a violation of its Terms of Use (even if by error) or under its own discretion, the Client will be notified immediately.
  • Content Submissions by Client. Any content that the Client wishes to include in the social media calendar must be submitted no later than the last day of the previous month. Any content submitted after the deadline may be subject to overage fees or additional post charges, as the monthly allowance may have already been created and scheduled. All Client content must be submitted through the Client Request form to ensure timely processing.
  • Monthly allowances and overages. Every social media management plan has a set number of posts (including text, custom graphics, and video uploads). Any additional posts are subject to additional charges of $50 per additional post (to Facebook, Instagram, Twitter, LinkedIn or Google My Business); $100 per additional custom graphics (for Facebook, Instagram, Twitter, LinkedIn or Google My Business); and $50 per additional video upload (to YouTube).
  • Reputation Management. In the event of a social media crisis, the Agency shall promptly notify the Client and work collaboratively to develop and execute a crisis management plan. The Agency shall maintain a professional and timely response to negative comments, customer complaints, or Public Relations issues, ensuring that brand reputation is protected and appropriate actions are taken to mitigate any potential damage. The Agency reserves the right to - at its discretion - apply the hourly consulting rate of $100 to services provided under extraordinary circumstances for the purpose of crisis management.
  • Term and Cancellation of Social Media Services. The Client agrees to a minimum commitment period of 6 months from the effective date of this agreement, and acknowledges that the success of social media campaigns requires consistent effort and a reasonable timeframe. In case of termination, the Client shall provide written notice of termination to the Agency at least 30 days prior to the desired termination date. The Client shall be responsible for any outstanding payments due to the Agency up to the termination date, and any authorized unpaid fees and expenses incurred by the Agency shall become immediately due and payable upon termination. The Client understands and agrees that no refunds shall be provided for any fees, deposits, or expenses already paid to the Agency in connection with the terminated services. In the event of early termination by the Client (before the completion of the minimum 6-month period), the Client (1) shall be liable for all fees and expenses incurred by the Agency up to the termination date, and (2) agrees to pay an early termination fee to the Agency, which shall be equal to 100% of one month’s retainer. This fee compensates the Agency for the efforts, resources, and commitments made in developing and executing the social media strategies during the minimum commitment period and the time-cost of replacing the account.
  • Legal compliance from the Agency. The Agency agrees to comply with and adhere to all applicable advertising laws and regulations, including those related to disclosures, endorsements, sponsored content, and native advertising (such as the Federal Trade Commission (FTC) guidelines on how to disclose sponsored content on social media). The Agency also agrees to comply with consumer protection laws, including those related to unfair or deceptive practices, false advertising, or misleading representations while acting as Agency for the Client. The Agency also agrees to avoid any and all false or defamatory statements about individuals or entities through social media. Understand the legal principles of defamation and libel, and take precautions to prevent such issues. If the Client needs to publish any content involving employee-related matters, the Agency agrees to comply with any applicable laws related to employment, discrimination, harassment, and confidentiality.
  • Data Protection and Privacy. The Agency agrees to handle and process any personal data obtained through social media platforms in compliance with applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and if applicable, the California Consumer Privacy Act (CCPA). The Agency shall implement appropriate technical and organizational measures to safeguard personal data from unauthorized access or disclosure.
  • Inclusions and Limitations - Social Media. This setup fee is required if the Client has accounts or if we create them. The services included are Facebook, LinkedIn, Instagram, X (fka Twitter), Google Business Profile and Youtube channel. The agency will connect the profiles to our scheduling platform. The Agency will pay for software fees and reserves the right to maintain exclusive access. Monthly management includes 12 posts per month per platform, up to 6 custom graphics / short videos, up to 3 video uploads (video production not included), and up to 6 custom stories (based on existing posts and promotions). The Agency will schedule using its own software. The Creative Editorial Calendar (Holidays, Industry Dates, etc.) include dates, holidays and observances according to the Client's industry and content strategy. Office closures, events, announcements and other account-specific events must be notified by the Client. 
 

Schedule | Email Marketing

  • Client Ownership of Assets. All assets created or utilized by the Agency for the email marketing services, including email templates, graphics, and copy, shall be the exclusive property of the Client. Upon termination of this Agreement, the Agency shall promptly deliver all such assets to the Client, including any associated source files or login credentials, once any balance due is paid in full to the Agency.
  • Content Creation and Approval. The Agency will create and design the email content based on the Client's specifications and brand strategy. The Client shall review and approve the email content before it is deployed. The Agency shall make reasonable efforts to accommodate any necessary revisions within an agreed-upon timeframe, and within the agreed-upon number of revisions for each campaign. Additional revisions are subject to the Agency’s hourly consulting rate of $100.
  • Subscriber List and Consent. The Client shall provide the Agency with an email subscriber list that complies with applicable laws and regulations, and ensures that proper consent has been obtained from the subscribers. The Agency shall handle the subscriber list in strict confidence and shall not disclose, sell, or use it for any purposes other than executing the agreed-upon email marketing services.
  • Compliance with Anti-Spam Laws. The Agency will ensure compliance with all applicable anti-spam laws, including the CAN-SPAM Act and the General Data Protection Regulation (GDPR). The Agency shall include the required unsubscribe mechanism in every email sent on behalf of the Client and shall promptly honor unsubscribe requests.
  • Performance Tracking and Reporting. The Agency shall provide regular performance reports to the Client, detailing the key metrics and insights of each email campaign, such as open rates, click-through rates and list growth.
  • Software Subscriptions. The Client shall be responsible for the payment of any monthly or recurring software subscriptions required for the provision of email marketing services. The Agency will include the cost associated with monthly subscriptions in the Client’s recurring bill as an additional item at the rate net charged by the third-party provider and Client will pay according to the payment terms outlined in the Agreement. Failure to make timely payments may result in the suspension or termination of the email marketing services at the discretion of the Agency.
  • Inclusions and Limitations. None of our services include the costs of the software. The Email Lead Nurturing Automation service is offered using multi-step automations in the Mailchimp Standard Plan and can be customized to fit the client’s needs. The automation sequence includes A/B testing and up to 8 touch points with leads, using conditional logic and multi-step triggers to make sure that communication is coherent and effective. The features, price and terms of the software are subject to change from the vendor at any time.
 

Schedule | Digital Ads (PPC)

  • Appointment, Access, and Media Purchase Authorization. The Client appoints the Agency as its exclusive representative for purchasing advertising and media placements, encompassing social media, pay-per-click, content marketing, search engine ads, online video advertising, and paid online spots. Additionally, the Client grants the Agency exclusive admin access to digital advertising accounts, including Google Ads, for the purpose of setting up and managing campaigns. The Agency shall use this access solely for implementing and managing digital advertising campaigns and shall not disclose or misuse any confidential or sensitive information accessed through these privileges. The agency is not obligated to create shared users or provide admin permissions to the Client. This allows us to provide an uninterrupted service, conduct appropriate testing and maintain the high quality of service that the Client expects from the managed PPC service.
  • Client Responsibilities. The Client and Agency will collaborate to establish clear and measurable campaign objectives and agree to provide timely access to necessary account credentials, collaborate on strategy discussions, and promptly respond to requests for approvals or feedback.
  • Reporting and Analytics. Key performance indicators (KPIs) will be established, and regular reports detailing the performance of the PPC campaigns will be provided to the Client on a monthly basis. Reports will include key digital advertising metrics such as ad performance, click-through rates, conversion rates, ad spending, and other relevant analytics. Reports shall be delivered on a mutually agreed-upon schedule and in a format that allows the Client to monitor campaign progress.
  • Budget and Payment. The Client agrees to provide a monthly budget for PPC advertising. The Client will provide a valid credit card number to the Agency for authorized use within each ad management platform(s) as needed. Client agrees and acknowledges that the minimum monthly ad spend for Google (Google Search Ads, YouTube, PPC) is $5,000/month and the minimum monthly ad spend for social media advertising (Meta (Facebook, Instagram), Twitter, LinkedIn) is $2,500/month. The allocation of the budget to specific PPC platforms (e.g., Google Ads, Facebook Ads) and campaigns will be determined by the Agency and submitted to the Client for approval. The Agency's commission of 20% shall apply to the net media costs for all media placements made on behalf of the Client. The commission will be billed separately.
  • Software Subscriptions. The Client shall be responsible for the payment of any monthly or recurring software subscriptions required for the provision of call tracking software. The cost of the software is not included in the management service. Failure to make timely payments may result in the suspension or termination of the call tracking services at the discretion of the Agency.
  • Minimum Client Commitment. The Client acknowledges that digital ads campaign management is an ongoing process and agrees to a minimum commitment period of 3 months. This duration allows the Agency sufficient time to develop and implement effective PPC strategies.
  • Termination of PPC Services. After the minimum period has been fulfilled, the Client shall provide written notice of termination to the Agency at least 30 days before the desired termination date. The Client shall be responsible for any outstanding payments due to the Agency up to the termination date. No refunds shall be provided for fees, deposits, or expenses already paid. In the event of early termination, the Client agrees to pay an early termination fee to the Agency, equal to 100% of one month’s retainer.
On behalf of Client(Required)
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Coral Talavera, Managing Partner



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