Contractual Agreement of Services
Contractual Agreement of Services
Parties and Assignment
This agreement (the “Agreement”) is made and entered into as of the undersigned date (the “Effective Date”) by and between the undersigned named (hereafter referred to as “Client”) and Whiskey & Whiskey Design Co. (hereafter referred to as “Company”), either by direct or indirect (contract-based) representative. This agreement is in regards to professional web development, marketing, consultation, and/or graphic design services to be performed for Client, either physically or electronically. In consideration of the mutual agreements made herein, the parties agree as follows:
By signing this document, all parties agree that a delivered, reviewed, and accepted proposal of services has been completed and accepted by Client. The proposal outlines fees, payment structure, and project scope in accordance with requested services from Company. The proposal will be attached as an included, approved document to this contract. By signing this contract, the contract and approved proposal are inclusive to each other and can, in no way, be separated.
Undeveloped work, including pitches, compositions, or “in-progress” work (the “Work”), carries the same copyright, trademark, or other protected rights as Finalized Work, and shall not be used without the consent of the Company prior to final invoice payment in any physical or digital form. Using such work without consent of Company will be deemed as an infringement of copyright and/or production law and must be removed by Client immediately. Failure to remove such Work from any and all platforms may result in immediate discontinuation of further or existing Work until such Work is removed. Litigation due to non-removal of Work by Client shall fall under the same terms listed in heading “Payment and Collection”.
Company agrees to produce materials or digital files at the request of the Client for fees agreed upon in the included and approved proposal, and turn in or deliver the Work by an agreed-upon deadline (if applicable) and submission method. Company agrees to use reasonable care to ensure that all facts and statements in the Work are true and that the Work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity, or any other right of a third party. Company will cooperate with Client in editing and otherwise reviewing the Work prior to completion and launch and/or delivery (digital or physical). Company will cooperate to the extent of removing content from Company documents, websites, or any other display within the rights and/or ownership for Company to do so if any claims or litigation should arise regarding the Work due to “bugs”, stock footage, stock imagery, open source programming, purchased programming, or other works not created or intended by Company.
Company acknowledges that they may be furnished or may otherwise receive or have access to information which relates to the Client’s past, present, or future products, vendor lists, creative works, marketing strategies, pending projects and proposals, and other proprietary information, which gives the Client an opportunity to acquire an advantage over its competitors who do not know or use it (the “Proprietary Information”). Company agrees to preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, whether disclosed to Company before this Agreement is signed or afterward. Company shall not disclose or disseminate the Proprietary Information to any third party and shall not use the Proprietary Information for the benefit of any third party. Company may use any or all materials designed for Client on Company’s website (http://whiskeyandwhiskey.com), other digital, or printed methods, to illustrate Company’s skill, ability, or example. Unless restricted or negotiated by Client prior to signing Agreement, Client agrees to credit Company for all Work or services via a link in the footer of all webpages or via digital watermark (non-printing marks or characters) on all Work.
Client agrees to pay Company the total amount due on all accompanied invoice(s) for related, agreed upon, and previously discussed project via check (cashier, personal, business), credit/debit card (4% fee assessed per transaction) or money order. If the parameters of the Work change, or if Work involves more time than estimated, Company will inform Client to renegotiate the adjusted rate or amount. Company will invoice for one half (50%) of the total project cost before Company begins the Work as a reservation of time and resources, and invoice for the other one half (50%), plus any additional costs, prior to completion and release/upload of files. Company will submit the final invoice for the Work upon physical or digital signature on form WW-FIN-001-<client code>, “Debrief and Finalization of Services” from Client. If Company has not received any correspondence or revisions within 7 days of submitting a completed draft, Company will send the invoice via e-mail or U.S. Mail. Incidental expenses such as long distance phone calls, postage, courier service, are absorbed by Company. Company is responsible for the payment of all federal, state and/or local taxes with respect to the services performed for the client. The Client will not treat Company as an employee for any purpose.
Payment and Collection
Unless otherwise specified in writing, invoices not paid within 30 days of the invoice date will accrue interest at 1.5% per month. Client agrees to pay for each check returned for insufficient funds or any other reason at the rate of $25 per occurrence, or 5% of the value of each returned item, whichever is greater. Client agrees to pay all reasonable attorney’s fees (at least 15% of all amounts due, including interest) if any account is placed with an attorney for collection. All payments, unless specifically noted on either this document or the approved Proposal as an addendum, will be invoiced with terms of one half (50%) of total Proposal costs at time of contract signing and one half (50%), plus any applicable fees or additions, prior to content delivery.
Right to Legal Counsel
Client and Company have a right to legal counsel and representation for any correspondence, including but not limited to: Phone calls, facsimile, email, and in person. If legal counsel is to be or is present on any correspondence from either party, the other party has a right to end such correspondence until legal counsel is equally represented.
Client is responsible for written approval of Work ordered via signing and submission of this Agreement before Company proceeds with project. Upon acceptance of the Work, Client accepts responsibility for any further processes in which this work is used (i.e., film output, printing, publishing, etc.). Company is not responsible for errors occurring in this work or projects related to this work after acceptance of the Work by the Client.
Company Best Efforts
Company does not make any verbal, written, or any other guarantee that the services requested by Client, and rendered by Company, will conform to or satisfy any estimation or expectation of the subjective quality of Work provided by Company. Company will supply compositions, along with explanation of design, development, and other decisions, based on Company’s goal to provide appropriate representation for Client project. Company will make reasonable effort, as determined by Company, to work with Client to ensure a positive and amiable outcome of Work and Company/Client relationship, including additional compositions, additional revisions, and/or termination of project and refund of partial or full payment(s), as determined by Company.
Any verbal or written changes made by Client to the scope of the Work following its initiation by Company may be subject to additional charges. Should such changes negate any part of the Work already completed at the time of the changes, Client accepts responsibility for payment of the completed work and all services related to it, in addition to charges for the change itself. Any client requested deviation from the proposal of services may require additional payment, agreed upon prior to work being performed. Company will notify Client of any additional payment requirements at the time of request and obtain written approval. At the discretion of Company, if the scope of work changes where previous agreed upon services are no longer needed, relevant, or has changed in a way that greatly alters such scope, a finalization and payment of the existing contract and a subsequent new contract may by necessary.
Both parties understand that Client or Company may terminate the service at any time if, for any reason, the relationship is deemed unsatisfactory by either party. Upon written or verbal cancellation, Client is responsible for payment for all expenses incurred and any work done toward the completion of the project based on the percentage of project completed. Should Client cancel the project following its completion, Client is responsible for full payment as per the above estimate plus all other expenses incurred.
Electronic Signature Acceptance
By submitting the required information below, Client agrees to comply with the Electronic Signatures in Global and National Commerce Act (ESIGN, 2000) and the Uniform Electronic Transactions Act (UETA, 1999). Both ESIGN and UETA establish that electronic records and signatures carry the same weight and legal effect as traditional paper documents and handwritten signatures stating: A document or signature cannot be denied legal effect or enforceability solely because it is in electronic form. Client’s public IP address will be collected and stored for verification purposes by submitting this form and may be used for the purposes of a subpoena or other legal recourse as needed or required by state or federal law.
Form: WW-CON-001 / Revision: 05.31.16