General Terms for Agency Services
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 Schedule A – Scope of Work and Terms of Service attached to this Agreement.
Fees for Services. The Client agrees to pay the Agency the total cost of the services and to comply with the dates and terms outlined in the Schedule B – Fees attached.
Terms for Payment. The Client agrees to the following terms of Payment: (1) All monies paid to the Agency as deposits or as required to commence work are non-refundable. (2) Invoices are due upon receipt. (3) A 3% late payment penalty applies to any payment received more than 30 days after the due date, and outstanding balances may accrue additional interest and penalties. (4) The Agency reserves the right to terminate this Agreement if any payment is 90 days or more overdue. In such cases, any unpaid work becomes the Agency’s property, and the Agency may delete, resell, or repurpose unpaid materials that do not constitute the Client’s intellectual property. (5) The Client agrees to pay all fees to the Agency using (1) Electronic transfers; or (2) Credit Card payments (using the Agency’s third-party payment processing vendor). The client is responsible for any applicable processing fees.
Payment for Third Party Software / Licenses. The Agency may need to purchase third-party licenses essential for the Client’s project. The Client authorizes the Agency to do so and is responsible for paying all recurring software subscriptions. The Client must provide a valid credit card for automatic payment of these subscriptions. The Agency will be in charge of setup and monitoring payments. The Client is responsible for ensuring that the credit card used is accessible and has sufficient funds. The Agency is not liable for third-party rate increases or disputes. The Agency will notify the Client of any significant third-party changes impacting project performance or pricing, at which point the parties will mutually discuss and agree on any necessary adjustments.
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 Schedule – Milestones and Payments attached. 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 will not be considered a breach and will result in a day-for-day extension of any performance due. Each party will 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. 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. 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 in 30 days, 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 a single communication submitted to the Agency via the online form provided, containing all necessary changes (text, images, size, fonts, colors, layout, music, animations, edits, etc.) and direction needed to reasonably modify the work product. The Client will submit all revision requests through the Agency’s designated channels (not email, text, etc.) in the correct formats. The Agency will make ordinary changes based on existing concepts, excluding the creation of new work products. Unless otherwise noted, the Client is entitled to 2 revisions; subsequent revisions are billed at $100 per hour. If the Client fails to provide approval or comments in 30 days, the Deliverables will be automatically considered approved and accepted. New work products require additional charges and may necessitate a new proposal and agreement. For new work products, the original deposit is non-refundable.
Approvals. Approvals must be submitted to the Agency in writing, using the agreed-upon format and within the specified timeline. The Client is solely responsible for proofreading all deliverables and is liable for any typos, errors, or omissions reasonably identifiable by the Client. The Client will be charged for correcting errors in approved deliverables. The Agency retains all rights to preliminary designs and rejected concepts, as these do not constitute the final delivered work and remain the Agency’s exclusive property.
No Guarantees of Performance. The Agency recognizes that the success of consulting services can be influenced by factors beyond its control. While the Agency will provide services with the highest level of competence, this assurance applies only to tasks solely dependent on the Agency’s efforts. For services where external factors may impact outcomes—such as SEO rankings, media placements, or email deliverability rates—the Client acknowledges that absolute guarantees are beyond the Agency’s control.
Term. The term of this Agreement will commence on the date signed (“Commencement Date”) and will continue until (1) the project described here is delivered, (2) it is terminated by either party as stated in the termination clause; or (3) in the event of an ongoing engagement, the Agreement will continue in full force and effect unless and until terminated by either party.
Termination. The Client acknowledges that digital marketing campaigns (SEO; Social Media; Email Marketing; and Digital Advertising) require a minimum commitment of 6 months. After the minimum commitment period, this Agreement may be terminated immediately by either party if the other party materially breaches this Agreement and fails to remedy the breach within 30 days. The Client may also terminate this Agreement after the minimum terms by providing written notice to the Agency at least 30 days prior to the desired termination date. In the event of early termination of monthly services, the Client agrees to pay an early termination fee to the Agency, equal to 50% of one month’s retainer. Upon termination, the Client is responsible for all outstanding payments due to the Agency, including authorized unpaid fees and expenses. This Agreement will automatically terminate upon completion of the services. No refunds will be provided for fees, deposits, or expenses already paid.
Ownership Rights. All work products completed by the Agency are considered as the property of the Client provided that: (1) such work products are accepted in writing by the Client within 30 days of being delivered by the Agency; and (2) Client pays all fees and costs associated with the creation of the work products.
Relationship. Both parties agree that their relationship under this contract is that of an independent contractor providing consulting services (not creating a partnership, joint venture, employment, or any similar relationship between the Agency and the Client). Neither the Agency nor the Client may resell, assign, or transfer any of its rights or obligations hereunder without either party’s prior written approval. The Client will share and discuss all applicable project requirements and wishes to hire the Agency to perform all the services outlined in this Agreement.
Confidentiality, Proprietary Information and Copyright. During this Agreement, the Client may share proprietary information with the Agency. The Agency agrees to maintain the confidentiality of all proprietary information received, not use it for its own benefit, and keep it confidential except when required by law. These confidentiality obligations will survive the termination of this Agreement. The Client warrants that it has the rights to use any information or content provided to the 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 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.
Authorization for Use of Client Marks. The Client grants the Agency the right to limited use of the name and service marks of Client in the Agency’s marketing materials by naming the Client as a Client of the Agency and a brief scope of services provided (without disclosing any confidential information).
Indemnification and Limitation of Liability. Neither party is liable for indirect damages (like lost profits) unless caused by the other party’s negligence or breach of this Agreement. Each party will defend the other from claims arising from bodily injury or death, property damage, or breach of this Agreement. The Agency will use reasonable efforts to ensure all media communications are accurate and lawful. However, the Agency is not liable for statements made by media outlets or third parties, including libel or slander. The Client indemnifies the Agency against such claims, except for claims arising from the Agency’s malicious intent or gross negligence. The Client acknowledges that media outlets have editorial control over their content.
Alternative Dispute Resolution. Any dispute or difference whatsoever arising out of, or in connection with, this Agreement will 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.
Entire Agreement. This Agreement constitutes the entire understanding between the Parties. Any amendments must be in writing and signed by both Parties. If any provision of this Agreement is deemed invalid, the remaining provisions will remain in effect to the fullest extent permitted by law.