Information on the parties involved
This contract for services defines the TERMS AND CONDITIONS (T&C) of our working relationship. All projects or services (“the work”) that AGENCY (or “we”) (Bragg Media LLC, 315 Cold Creek Pass, Bluffton, SC 29910) may be contracted to produce or provide for CLIENT (or “you”) will be subject to—and you the undersigned agree to the following:
Details of Website Services
A scope of work will outline the details of website-related tasks performed by AGENCY. The services may include but are not limited to: website design, Search Engine Optimization, website maintenance or website content writing.
Timeline and Schedule of Deliverables
With efficient scheduling, approvals of planning and design documents, and access to content, AGENCY will strive to have creative deliverables completed in a reasonable timeframe. The work schedule of deliverables will be provided after the first planning meeting.
However, due to potential unforeseen circumstances, delays should be expected. This agreement represents a limited business relationship between the CLIENT and the AGENCY.
This agreement is valid until the completion of the project. It is important to note that AGENCY will manage the project. An AGENCY representative on this project will define the process and set all deadlines—for our team and for yours.
The schedule of deliverables will be established and adhered to by both CLIENT and the AGENCY, with the understanding that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the CLIENT or AGENCY.
When schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly. Resources must be allocated by the AGENCY to fulfill CLIENT’S project needs according to schedule, because AGENCY is working on multiple projects at any given time. It is necessary that the CLIENT be available to provide approvals, feedback, content, or anything else outlined in the project contract and otherwise maintain contact with the AGENCY during the project’s lifetime.
If CLIENT fails to deliver necessary content, resources, or feedback by the time AGENCY considers crucial to any deadline, all deadlines and milestones (except payment milestones) will be adjusted accordingly.
CLIENT’S failure to meet scheduling deadlines or content obligations for a period of 7 days or more will result in reallocation of AGENCY’S resources and work on the project will be delayed or may cease.
To resume work on the project AGENCY requires a reassembly period that may equal the time of delay caused by the CLIENT. It is important to understand that any adjustments to project deadlines or milestones caused by CLIENT behavior do not affect payment milestones. All payment will be required at the time(s) initially described in the contract.
If CLIENT does not have any activity or response for a period of 30 days, this constitutes abandonment of the project. If this occurs, CLIENT will be considered to have canceled the project, subject to the consequences outlined in section 10.
AGENCY can, then, choose to cease further work on the project. If this happens, CLIENT will be granted no right or license to the work and AGENCY will be absolved of any obligation to resume the project.
Invoice & Payment Schedule
WEBSITE SERVICES: If expenses are expected to go over this amount or information changes, AGENCY will seek written approval from CLIENT before further work begins.
CLIENT agrees to pay AGENCY in accordance with the terms defined in this document. AGENCY requires a deposit of half the amount of the website before work can begin. The is a one-time invoice, net 15. This deposit is non-refundable unless other arrangements have been made. Final payment is due at launch, unless otherwise indicated. This is a one-time invoice due upon receipt.
All payments are non-refundable. Unless otherwise specified, interest on past due balances is 18% per annum or 1.5% per month. AGENCY reserves the right to refuse completion or delivery of work until past due balances are paid. CLIENT understands that the web host, credit card processing services, and any other businesses not owned by AGENCY are not parties to this contract and are separate business entities from AGENCY.
Fees for website services do not include outside purchases including but not limited to, social media advertising, print ad fees, website hosting, printing, photography, stock images, color printouts, laminating, illustrations, separations, shipping and handling or courier service.
Note that all such expenses will only be charged if CLIENT has approved them prior to purchase.
Work Outside Scope of Agreement
New work requested by CLIENT and performed by AGENCY after the contract has been approved is considered an addition or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a project addendum to you, and both parties must agree to the revised or additional fee before further work proceeds.
AGENCY makes no representations, warranties or guarantees for any recommendations of other Internet business partners.
The CLIENT understands that the AGENCY has no control over functionality, availability or the security of the of website due to the actions or inaction of third parties, including the web host server (ex: WPEngine) or other third party applications, such as HubSpot marketing software, website plugins, credit card processing, online banking, social media outlets or any other business services the CLIENT uses to transact business over the Internet outside of AGENCY.
Electronic Commerce Laws
AGENCY acknowledges that it may have access to certain of CLIENT’s computer and communications systems and networks for the purposes set forth in this Agreement.
If any data is made available or accessible to AGENCY, its employees, agents or contractors, pertaining to CLIENTs business or financial affairs, or to CLIENT’s projects, transactions, clients or customers, AGENCY will not store, copy, analyze, monitor or otherwise use that data except for the purposes set forth in the Agreement for the benefit of CLIENT.
AGENCY will comply fully with all applicable laws, regulations, and government orders relating to personally identifiable information (“PII”) and data privacy with respect to any such data that AGENCY receives or has access to under the Agreement or in connection with the performance of any services for CLIENT. AGENCY will otherwise protect PII and will not use, disclose, or transfer across borders such PII except as necessary to perform under the Agreement or as authorized by the data subject or in accordance with applicable law. To the extent that AGENCY receives PII related to the performance of the Agreement, AGENCY will protect the privacy and legal rights of CLIENT’s personnel, clients, customers and contractors.
Legal Use of Content
CLIENT agrees to exercise due diligence in its direction to AGENCY regarding preparation of content materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, service mark, copyright and patent infringement clearances, as well as for arranging, prior to publication, any necessary legal clearance of materials we prepare.
Approval Required to Prevent Errors
AGENCY is not liable for errors or omissions. It is the CLIENT’S responsibility to check proofs, comps, and other deliverables for accuracy in all respects, ranging from spelling to technical illustrations. In no event shall AGENCY or its suppliers be liable for any damages (including, without limitation, negligence, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials provided by AGENCY, even if AGENCY or a AGENCY authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. In no event shall the total liability of AGENCY under this agreement exceed twenty-five dollars ($25), regardless of the cause of action, in tort, contract, or otherwise.
CLIENT acknowledges and agrees that AGENCY requires one individual in their team/company will be appointed to have ultimate responsibility for approvals of the deliverables. If deliverables are made available to CLIENT for approval and CLIENT fails to respond within 10 days to approve or reject, the deliverables are considered to be approved.
Protection of Property and Quality of Work
AGENCY will take all reasonable precautions to safeguard the property CLIENT entrusts to AGENCY. In the absence of negligence on AGENCY’s part, however, AGENCY is not responsible for loss, destruction or damage or unauthorized use by other parties of said property. AGENCY will use best efforts to protect against any loss to CLIENT through the failure of vendors, media, or others to perform in accordance with their commitments. However, AGENCY is not responsible for failure on the part of third parties.
Rights of Ownership
Once full payment has been issued by CLIENT and delivered, AGENCY will assign the reproduction rights of the design for the use(s) described in the proposal. Unless otherwise noted, all rights to and ownership of the work are assigned to CLIENT without reservation, upon payment in-full. AGENCY agrees to store copies of delivered project materials for a period of 90 days beyond the delivery of a job, work and delivery output. Thereupon, AGENCY reserves the right to discard them.
Right to keep possession of property until a debt owed by that person is discharged.
Work that is performed and created for CLIENT that has not paid may be retained by AGENCY as security until all just claims against the CLIENT are satisfied.
Abuse of Contract
By signing this AGREEMENT, CLIENT acknowledges that AGENCY will manage the project according to its own protocols. Any attempt or requirement by CLIENT to define project process or otherwise run the project may result in project termination.
AGENCY’s services are meant for the reasonable use of a single individual from a small business. If AGENCY discovers that CLIENT is not in alignment with or violates AGENCY’s values, or are abusing AGENCY’s services or team in any way AGENCY reserves the right to cancel CLIENT’s account.
CLIENT’s right to use the services and client portal from AGENCY shall terminate upon CLIENT’s breach of any term of this Agreement.
Termination of Contract
The term of this agreement will continue as outlined or until terminated by AGENCY or CLIENT upon written notice according to the following conditions:
Upon CLIENT’s contract breach, AGENCY may terminate the project upon written notice and will deliver all originally-CLIENT owned intellectual property in AGENCY’s possession. If this happens, CLIENT will be granted no right or license to the work.
Upon AGENCY’s breach of contract, CLIENT may choose to terminate the project. If this happens, AGENCY will deliver to CLIENT all property and project materials in AGENCY’s possession for which CLIENT has paid, as well as all originally-CLIENT-owned intellectual property in AGENCY’s possession. Thereupon, CLIENT has the contractually described right or license to the paid-for work.
Termination Without Just Cause:
Upon non-breach-of-contract project cancellation by CLIENT, CLIENT will, in addition to any costs already paid, pay the balance of the agreement within 15 days of the cancellation notice. In such case, CLIENT will be granted no right or license to the work. Upon any planned-for or imposed termination of the project, CLIENT will indemnify and hold AGENCY harmless for any loss or expense (including attorney’s fees), and agree to defend AGENCY in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertions made against CLIENT and any of its products and services arising from the publication of materials that we prepare and you approve before publication.
The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of South Carolina applicable to agreements entered into and performed in the State of South Carolina. This agreement is AGENCY’s entire understanding and may not be modified in any respect except when mutually executed. If AGENCY must retain attorneys to collect on invoices, AGENCY will be entitled to CLIENT’s payment of reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.
By default, CLIENT agrees to provide AGENCY with a non-exclusive right and license to publish CLIENT’s work in AGENCY’s portfolio, social media or other communication efforts.
Additionally, AGENCY reserves the right to photograph, digitally reproduce and/or distribute or publish for our firm’s promotional and marketing needs any work we create for you, including mock-ups, screenshots, and comprehensive presentations, as samples for AGENCY’s firm newsletter, brochures, slide presentations and similar media.
AGENCY will attempt to seek written permission before promoting anything publicly. If CLIENT would like to revoke this right, please notify AGENCY team in writing [email protected].
UPDATED: May 25, 2020