1.0 Services Rendered
Scope of Work
We will do the following for Client (the “Scope of Work”): We will produce the agreed upon collateral as indicated by your signed proposal.
Public Advertising Agency may decline, or charge additionally for, work that Public Advertising Agency reasonably deems to be beyond this scope.
DESIGN
In most cases we will create 2-3 design mockups. We may use static visuals to indicate a look-and-feel direction (color, texture and typography.)
You’ll have two or more opportunities to review our work and provide feedback. If, at any stage, you’re not happy with the direction our work is taking, you will pay us in full for everything we’ve produced up to that that point and then cancel this contract.
TEXT CONTENT
Writing or inputting any text copy is not included unless explicitly indicated by the agreement. If you’d like us to write new content or input text for you, we’re happy to provide a separate estimate for that.
Data CONTENT for e-commerce websites
Where applicable, in order for your website to display products accurately they will need to be imported via a Comma Separated Value (CSV) spreadsheet. Public Advertising Agency will provide you a template that can be used for importing purposes. All columns that are applicable must be filled out within the CSV. If the data is not available Client will be responsible for updating that data at a later time. Public Advertising Agency is not responsible for errors as a result of improperly formatted CSV’s. Each subsequent CSV datasheet upload may incur additional fee. $650 per upload.
PHOTOGRAPHS
You’ll need to supply graphic files to us in an editable, vector digital format. Photographs must be in a high resolution digital format for print design (300+ DPI), and web formatted digital format for web display (72+DPI). If you choose to buy stock photographs, we can suggest stock libraries and style of photography/images. If you’d like us to search for photographs for you, we can provide a separate estimate for that. Cost of buying stock photographs or a photoshoot is not included in this contract unless specifically stated.
CHANGES AND REVISIONS
We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed. The price at the beginning of this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for the additional scope.
DIGITAL MARKETING STRATEGY & MANAGED SERVICES
We’ll deliver a digital marketing strategy and 12-months of managed services. After the strategy is approved, all associated content will be delivered within 2 weeks of scheduled published date outlined in the content calendar.
ERRORS
We can not guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
WEBSITE SPECIFIC
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (color, texture and typography.)
HTML, CSS AND JAVASCRIPT
We deliver templates developed from HTML5 markup, CSS2.1 + 3 stylesheets for styling and unobtrusive Javascript for feature detection, poly-fills and behaviors.
BROWSER TESTING
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens.
DESKTOP BROWSER TESTING
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), and Mozilla Firefox. We’ll also test to ensure Microsoft Internet Explorer 8 for Windows users get an appropriate, possibly different, experience. We won’t test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
MOBILE BROWSER TESTING
Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our work in:
- iOS: Safari
- Android 4.1: Google Chrome, Firefox
- Android 3.2: Browser, Firefox
We currently don’t test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
3.0 Charges for Services Performed
Functionality or feature requests above and beyond those listed in the budget and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur fee to resume work at the discretion of Public Advertising Agency.
4.0 Terms of Payment
4.1 BILLING SCHEDULE
The total budget for the project is indicated on your agreement/proposal. Unless otherwise specified in the agreement, Public Advertising Agency will invoice Client for twenty five per cent (25%) of the initial fees at point of the signed agreement which will act as the deposit. An additional (25%) will be required at the approval of the design comp. An additional (25%) will be required once the development stage is complete. The remaining balance will be billed monthly as the service hours are spent or when the project is launched.
Payment is due upon receipt of invoice. You may not withhold any amounts due and we reserve the right to cease work without prejudice if amounts are not paid when due.
Web Work Hourly rate: $125/hour, however, most additional projects and/or project modifications will be scoped and bid on fix-price basis.
4.2 CLIENT AGREEMENT TO PAY
You agree to pay our initial (1st) invoice upon receipt which will act as a deposit for the project. Every invoice after that will have 10 day payment terms. In the event payment is not made within 10 days, Public Advertising Agency will charge a late payment fee of 2.5% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Public Advertising Agency pays for carrying overdue invoices from Client. In addition, Public Advertising Agency reserves the right to stop work until payment is received.
4.3 COLLECTION COSTS
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expense
5.0 Cancellation of Plans
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to noncancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
6.0 Responsibilities of Public Advertising Agency and Client
6.1 Public Advertising Agency’s responsibility for release
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable). You will be responsible for any fees associated with their acquisition.
6.2 CLIENT RESPONSIBILITY FOR RELEASES
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them. Then when your final payment has cleared, copyright will be automatically assigned as follows:
Public Advertising Agency grants Client an exclusive license to use the work developed under this agreement only as follows:
This license is fully paid up and royalty-free. Its duration is: Perpetual and irrevocable except as provided in the “Termination” section below. The granting of any license is conditioned on Public Advertising Agency being paid the full amount of this agreement. Public Advertising Agency reserves all rights in the work produced under this agreement that are not expressly granted to Client.
The source/native design files will remain the property of Public Advertising Agency.
We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.
6.3 CLIENT RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
7.0 Confidentiality
Public Advertising Agency acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Public Advertising Agency on behalf of Client or disclosed by Client to Public Advertising Agency.
Any information supplied by one party to the other marked as “Confidential” must be used only for the purposes of this agreement and must not be disclosed to other parties without the discloser’s written consent. This does not apply to information that is publicly available or that the recipient already properly knew, developed or received independently. When the agreement terminates, Public Advertising Agency must return to Client any materials containing confidential information. Confidentiality obligations survive termination of this agreement.
8.0 Term and Termination
8.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of the date of the signed proposal and shall continue until terminated by either party upon not less than 30 days’ notice in writing given by either party to the other.
8.2 TERMINATION FOR CAUSE
If either party materially breaches this agreement, the non-breaching party may terminate the agreement only by providing written notice of the breach to the breaching party. The breaching party shall have 7 days to cure the breach after receiving such notice. If the breaching party fails to cure the breach in that time, the agreement shall terminate except with respect to those obligations that are noted herein as surviving termination.
If the agreement terminates for any reason other than a material uncured breach by Public Advertising Agency, then Public Advertising Agency is immediately entitled to (the checked term applies): Any unpaid fees prorated for the portion of the work completed at the time of termination.
The above payment obligation, and any payment obligations pending at termination, survive termination.
Upon termination, any license Client has to the work is immediately revoked.
8.3 PAYMENT FOR NON-CANCELABLE MATERIALS?
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the Client that any such materials and services, are non-cancelable.
8.4 MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by Client to Public Advertising Agency, Public Advertising Agency shall transfer, assign and make available to Client all property and materials in its possession or control belonging to Client agrees to pay for all costs associated with the transfer of materials.
9.0 General Provisions
9.1 GOVERNING LAW
The laws of the state of California govern this agreement and any disputes arising from it must be handled exclusively in courts in the same state. The prevailing party in any dispute will be entitled to recover reasonable costs and attorneys’ fees.
9.2 REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
LIMITED WARRANTY
Public Advertising Agency WARRANTS THAT NO OBLIGATION TO A THIRD PARTY PROHIBITS Public Advertising Agency FROM ENTERING INTO THIS AGREEMENT, AND THAT TO Public Advertising Agency’S KNOWLEDGE, WORK PRODUCED UNDER THIS AGREEMENT WILL NOT VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
LIMITATION OF LIABILITY
UNLESS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE AMOUNT OF PUBLIC ADVERTISING AGENCY’S TOTAL FEES UNDER THIS AGREEMENT.
9.3 ENTIRE AGREEMENT
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter, and neither is allowed to delegate, transfer or assign it to a third party without the written consent of the other. It can only be changed by mutual written consent.
9.4 SEVERABILITY
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
9.5 INDEPENDENT CONTRACTOR RELATIONSHIP
Public Advertising Agency is an independent contractor, not an employee or partner of Client. Public Advertising Agency is solely responsible for all taxes, withholdings, insurance, and any other obligations that may apply to an independent contractor.
Signing a copy of the agreement, physical or electronic, will have the same effect as signing an original.