Terms of Service
001 // TERMS AND CONDITIONS
The following terms and conditions apply to the Agreement and each future request for the supply of services and/or materials received by the Agency from the Client from time to time unless otherwise agreed in writing. The communication of a request by the Client to the Agency for the supply of services and/or materials shall amount to the Client’s acceptance of these terms. These terms shall take precedence over any terms and conditions of the Client, whether attached to, enclosed with or referred to in any purchase order of the Client or elsewhere. They may not be varied except by written agreement between the Agency and the Client.
002 // PAYMENT AND CANCELLATION
The Agency’s obligations: The Agency will use its reasonable care and skill in the production and supply to the Client of the Deliverables as per the Proposal.
003 // PAYMENT
A 50% deposit is required to begin the project. Client and Agency shall meet regulary to discuss progress. The balance of 50% to be paid upon going live with the new site. Any delay on the part of the client in approvals could set back the delivery date. The payment schedule will start on initial deposit date and end on when the site goes live. If balance is not paid within 30 days of going live, services will be disrupted. Any changes requested by the client after the approval phase will be considered Client Requested Alterations and could be subject to additional charges.
004 // PROPOSAL, DELIVERABLES, AND CHARGES AND CANCELLATION
Proposal, Deliverables and Changes: The Client warrants that this Proposal is accurate so far
as is possible. As the Services Cost and any pre-set dates for supply of the Deliverables will be agreed on the basis of the Brief, any changes to it after the conclusion of the Contract, whether resulting from alterations by the Client, delay in providing the Agency with materials, information, instructions or authorizations, supply of faulty materials to the Agency by the Client, or any other circumstances beyond the Agency’s control, will be subject to extra charges for the Agency’s time and work and may involve delays in supply. The Client will pay all reasonable extra charges and reimburse the Agency for any third party charges or expenses incurred by the Agency on the basis of the original Proposal.
005 // APPROVAL
Written approval by the Client of final copy, layouts, scripts, storyboards, designs and the like will be the Agency’s authority to proceed with production or publication as appropriate.
Where artwork or other material is sent to the Client for final approval, the Client shall check it carefully and notify the Agency of any errors or alterations. The Agency will effect any changes so notified, but the Agency reserves the right to charge extra if any of these alterations either go beyond the original Brief. Where notification of errors is either unreasonably delayed in this way or does not occur at all before publication, the Agency will not be liable in respect of any such errors. The Agency will also not be liable in respect of errors which may occur after the handover of artwork where the Client oversees the print and production process. The Agency cannot guarantee that any or all colors will be exactly replicated in the final version as published.
006 // TERMS AND CONDITIONS
Once the Contract is concluded as provided on these terms and conditions, any subsequent cancellation by the Client will result in the Client being liable for the Services Cost incurred to date as if the cancellation had not taken place, excluding such committed third party expenses as the Agency is able to avoid liability for within its existing
contractual commitments to suppliers.
007 // DEFAULT
Default: Account unpaid 30 days after the date of invoice (or 15 days in the case of media bookings) will be considered to be in default. If the Client in default maintains any information or files on the Agency’s web space, the Agency will, at its discretion, remove all such material from its web space. Removal of such material does not relieve the Client of the obligation to pay any outstanding amounts. Checks returned as unpaid or refer to drawer will be assessed a return charge of $25 and the Client’s account will immediately be considered in default until full payment is received. Clients with account in default agree to pay the Agency’s reasonable expenses, including legal fees and costs for collection by third-party agencies in enforcing this Agreement.
008 // TERMINATION
Termination: Either party may by notice in writing to the other terminate this Agreement forthwith upon the happening of one or more of the following events:
1. if the other shall fail to make any payment due under this Agreement in accordance with the invoice requirements after the due date, or to remedy any other breach within 30 days after being required to do so in writing; or
2. (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or
3. being a partnership or other unincorporated association) is dissolved or (being a natural person) dies; or
4. becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
5. has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or 6. ceases, or threatens to cease, to carry on its business.
Such termination shall be without prejudice to the parties’ accrued rights and liabilities, in particular, the Agency’s entitlement to payment for work done.
009 // PRODUCTION
Unless otherwise agreed in writing the Agency will arrange and oversee all production and post-production related to the Project. Should it be agreed that the Client arranges any production work itself, then in that regard the Agency shall not be responsible for the booking.
010 // REASONABLE CONTROL
The Agency is not liable for any breach of this Agreement caused by matters beyond its reasonable control including acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving the Agency’s employees), weather of exceptional severity, unavoidable hardware or software failures, or acts of local or central government or other authorities.
011 // ENTIRE AGREEMENT
This Agreement is the entire agreement between the parties on the subject matter contained herein and supersedes all representations, communications and prior agreements between the parties in that regard. Each party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained or expressly referred to in this Agreement and, save as expressly set out in these terms and conditions, neither party shall have any liability in respect of any other representation, warranty or promise unless it was
012 // GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with North Carolina State Law and each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of The United States.