Excellent Presence Service Agreement
This Service Agreement (this “Agreement”) is entered into and effective as of the date and time you pay your first invoice, or the date you signed this online agreement, whichever is sooner (the “Effective Date”). It is entered into by and between Excellent Presence (“Company,” “us,” or “we”) and “Client” or “you”, collectively the “Parties.”
Just like a parking ticket, you cannot transfer this contract to anyone else without our permission. This agreement commences upon the effective date, remains in place, and does not need renewal. If, for some reason, one part of this contract becomes invalid or unenforceable, said parts will be acknowledged, and the remaining parts of it remain in place. Your use of our services indicates your agreement to the following:
We will always do our best to fulfill your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what is what, who should do what, and what happens if something goes wrong. In this Agreement, you won’t find complicated legal terms, or large passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.
You are hiring us as a Web strategy company to craft a brand and/or website visibility strategy from your unique timeline, budget, and goals. We take the total picture into account when determining how your website or marketing plan should be built. We may update, maintain, support, and develop aspects of your Web presence for the project rate as outlined in our previous communications. Any services outside of the established project rate are billed at the agency rate of up to 150 to 200 USD/hr. Of course it’s a little more complicated, but we’ll get to that. (For your info and records, your exact project rate should be specified on your initial invoice.)
What do both parties agree to do?
As a client, you have the power and ability to enter into this Agreement as an individual or on behalf of your organization. You agree to provide us with everything we need to complete the project including text, images, and other information as and when we need it and in the format that we ask for. You agree to review our work, submit feedback, sign-off approval, and all deliverables within 7 calendar days. Failure to submit updates or deliverables from your side within 14 days may be considered a freeze or abandonment of the project, and a resumption fee of 8% will be assessed and due before the project is resumed.
But why? As a service company, our time is the way we earn money. After several days (or, certainly, weeks) of unresponsiveness, it takes considerable time to update ourselves on the status and progress of your project, and shift other clients around so that everyone continues on schedule. Prolonging a project also increases overhead. We’re honored you’ve chosen to work with us. Among other things, the resumption fee helps recoup a small bit of the investment we make to re-queue your project so it doesn’t fall too far behind after you’ve returned.
Fourteen days is considerably timely; however, we understand that emergencies happen. If more time is needed, please say so in writing before expiration of the 14 days. We will respond with written confirmation or approval if we can waive your resumption fee.
Similarly, any monies paid to us will not be refunded if the project is deemed abandoned. Any project is deemed abandoned and fully nonrefundable if we have not received any update, communication, or response from you about the project within 45 days of our last mutual communication. Therefore, we mutually agree to adhere to deadlines and schedules, inclusive of the payment schedule outlined in this Agreement.
We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way, we will endeavor to meet all the deadlines set, but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work, on time, at any stage.
Please know that we do not work on weekends or holidays. While some of our team may keep unusual hours, for non-emergencies, we always communicate with clients between our posted business hours of 9AM to 6PM, Monday thru Friday, Eastern Standard Time.
THE FULL SCOOP
What’s Included: Websites
We agree to handle your full project needs as first class Web results strategists. We will handle everything outlined in the Project Specs, as well as the research, contracting for, and installation of same.
You agree that, in order to streamline communications and save time when building or supporting your website, we may contact third party providers on behalf of your company, from a Tech@YourCompany.com email forwarder. This is also your designated email address for your company to write us whenever you have needs under this Agreement.
Project Scope: Website
The ability to complete your project depends upon the successful completion of one or more preparatory stages, particularly when it requires custom programming, add-ons, applications, strategy building, or functionality that must be packaged, built, compiled, organized, or researched. Should you cancel your Web project, or any add-ons you’ve ordered, before your request is fully completed, you still agree to reimburse us, and to be held fully responsible, for all expenses incurred and hours worked on your project through the date and timestamp of your emailed cancellation appeal. Should you request it, we can provide proof of expenses incurred as either receipts or detailed time logs, at our discretion, as best fits the request.
We may have written a bestseller, but we’re not responsible for writing or editing any text copy unless we’ve specified it in the original estimate. We’ll be happy to help though, and in addition to the estimate, any copywriting services you may need will be billed at EITHER a flat rate, or at up to 150 to 200USD per hour. Please know that refreshing, rewriting, and/or proofing/editing existing copy all fall under the scope of “copywriting services.”
Client shall provide us with the assistance, information and authority necessary to perform our obligations under this section. With that being said, we shall have no obligation to defend or otherwise release client for any claim or adverse finding of fact arising out of or due to client content, any unauthorized content, improper or illegal use, or the failure to update or maintain any deliverables we provide.
In this vein, you must have copyright or written permission to use all text and images you provide. We will not verify nor authenticate materials provided to us which means that if you violate intellectual property laws, plagiarize, or commit any other violations with another person’s data, YOU will be held liable for any infringement claims.
You may either supply us photographs in high-resolution digital format, or allow us to choose quality photos from our free stock photography database. Should you prefer non-free options, you may choose to buy stock photographs under this agreement, in which case we can select them for you from a preferred provider. Non-free stock photograph licenses are billed separately and included on your invoices as expenses. The time we spend searching for appropriate photographs is deducted from your project’s labor hour allowance, and/or charged at the hourly project rate.
Changes and Revisions
We know from plenty of experience that fixed-price agreements are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don’t want to limit either your options or your opportunities to change your mind. If you do want to change your mind about the scope of the project, that won’t be a problem. You will simply be charged the hourly rate listed previously. Along the way, we will generally ask you to put requests in writing, so that we can all easily keep track of changes and project specifications. In accordance with North Carolina law and the Communication section of this agreement, all calls to and from our offices may be recorded for recordkeeping and contracting purposes.
If you need business appropriate website hosting, it’s easiest to either host with us (if available), or start an account with one of our preferred, third-party hosting providers (as displayed in the Info Sheet or your Proposal). Installing your website on one of our preferred hosts is generally included with all full website packages, but see your Project Specs (on your first invoice or our pre-invoice emails) to be sure. If installing your website to a recommended host is not included, it will be billed at the standard hourly project rate.
Following that, so long as you’ve chosen to host with us, the updates to and management of that server, plus any support issues related to the design, maintenance, updating, and development of your site, including the management of email and all other general hosting matters, will be billed at the standard hourly project rate.
You may, of course, use any Web host you choose. Please understand, though, that if you use a third-party host with which we are unfamiliar, while we’ll make every attempt to help with issues related to the above (billed at the standard hourly rate), we may not know enough about their unique server configurations, backend interfaces, etc., to be able to help.
Technical Support, Maintenance, Training, and Upkeep
This Agreement states that you’re contracting us for website maintenance, website changes, updates, development, design, and upkeep as needed, which may include other maintenance and upkeep services involving social media sites and other platforms. Services outside of what’s included in your package are billed at your hourly project rate.
We’ll definitely attempt to provide you access to any online documentation, help files, and/or manuals that we have or know of, which may be needed and are imperative to the efficient operation of any software we installed on your website that you will operate.
No direct, one-to-one training is included in the project cost, although telephone walkthroughs may be arranged, in certain cases, at the rate of 100 USD per half hour, billed in 30-minute increments, with a minimum invoice of 100 USD or 30 minutes. Video tutorials, walkthroughs, or other video-recorded support files can always be provided under the standard hourly project rate, when not expressly included with your package.
We are pleased to offer a variety of other services not mentioned above. These services include, but aren’t limited to:
- Logo and Business Card Design
- Flyer & Graphic Design
- Photo Retouching & Editing
- Internet Marketing Strategy Consulting
- Social Media Marketing
- Social Media Profile Design & Management
- Social Media Consulting & Content Plans
- Website Conversion Rate Improvement
The scope of any of the above, or combination thereof, are or will be outlined in your quote or proposal.
Payment Schedule for Services
We are sure you understand how important it is, as a small company, that invoices are paid promptly. An initial retainer, equivalent to a percentage of the project rate, is due upon Agreement signing. Our work can begin once:
- Agreement is signed,
- Retainer is paid (retainer invoice sent upon Agreement signing), and
- All info needed for us to begin the initial work stage(s) is delivered (i.e., Client submission of pre-strategy call form).
As we’re sure you’ll want to stay friends, you also agree to stick tightly to the following payment schedule for the remainder of our Agreement together:
- All invoices are due no later than 7 days after the invoice date. All payments must be made in U.S. funds, please, and submitted promptly. As a courtesy and only if needed, you may make full or partial payments up until the 7th day, so long as payment is received, in full, no more than 7 calendar days from the date of the invoice.
- On the 14th day following the invoice date, any and all previously applied concessions, credits, and discounts may become nullified, all previously discounted amount(s) will be reapplied to the invoice unless previous arrangements have been made and approved in writing (fax, email, letter) by us.
- Invoices older than 30 days begin to accrue late fees and interest on the 31st day at the rate of 4% of the current total account/invoice balance. Late fees will continue at the rate of 4% of the most recent account balance every 30 days until the balance is paid.
- Invoice payments should be made via major credit card, debit card, bank account, and/or PayPal. Should alternate “postal mail” payment methods be requested (i.e., cashier’s check or money order), a convenience fee of 7% (but no greater than $30) will apply.
All accounts 90 days or more past due will be turned over to a collection agency on or after the 90th day.
You agree to be responsible for the full payment of your account to us or our assigns. You are also responsible for any and all expenses incurred by us as a result of account status default. These expenses include, but are not limited to, all collection costs, attorney fees, and collection agency fees.
After receipt of all deposits and required Client deliverables, we agree to start work on any service you request under this Agreement (“What’s Included”) within 3 business days, unless we specify otherwise to you. More specifically:
- Maintenance requests, updates, revisions, technical troubleshooting, or any other form of work or support are classified as “Rush” projects when you expressly request “ASAP” (or similarly termed) delivery, and we agree to attempt this accelerated delivery.
- Requests are also classified as “Rush Service” when you ask that work begin, or be completed, any sooner than 7 calendar days from your initial request date, OR any sooner than 3 calendar days from the date we have advised you that work can begin, AND we have agreed to this accelerated pace.
- Your project is upgraded to a “Rush Project” when you expressly request that website completion be moved three or more days ahead of our already established and agreed-upon development deadline, and we begin to effectuate this accelerated delivery.
Because we must re-prioritize other client deadlines, delegate to team members and partner vendors, and otherwise go outside our normal scope of work to accommodate rush delivery, rush requests are billed at the rate of double your project rate. Costs related to the hiring of vendors outside of our team are not generally covered nor included under the hourly rush rate, unless outlined to you in writing (i.e., in the proposal) beforehand.
Communication between you and us will take place in digital form, and will be billed at the hourly project rate. Digital form includes, but is not limited to, direct email, Google Hangouts, Skype, messages via project management tool or customer support center, as you and we mutually deem most convenient and timely.
At this time, telephone support is provided for sales questions and strategy sessions. Brief project reports may be made by phone, but this is at our sole discretion. To keep costs reasonable and our level of service high, in-project communication is provided in the above digital forms only.
When calls do take place, you agree that we may record them to add to the Client/Company record of communication. These may be entered into your project file, so that we start out, and remain, on the same page during our provision of services for you.
Telephone support, in-person meetings, video or in-person training, conferences, and any other form of coming together to communicate about matters related to this Agreement are all billed at the project rate if they exceed the labor hours included in your project. This includes the time to prepare for, or assemble notes after the meeting, as well as time in transit to and from any such meeting or event. Generally, 2 meeting/support hours, and 48 labor hours, are included for every 5,000 USD of project investment.
Company as Independent Contractor
Web Strategy Company, Excellent Presence, is a third-party vendor, and neither the Company nor its team are or shall be deemed your employee(s). In our capacity as third-party vendor, we agree and represent, and you agree, as follows:
(a) We have the right to perform services for others during the term of this Agreement, subject to noncompetition provisions set out in this Agreement, if any.
(b) We have the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.
(c) We have the right to perform the services required by this Agreement at any place or location, and at such times as we determine.
(d) The services required by this Agreement shall be performed by us, our team (if any), or our staff, and you shall not be required to hire, supervise, nor pay any assistants to help us provide the services agreed upon and/or outlined here.
(e) We are responsible for paying all ordinary and necessary expenses of our team.
(f) Neither myself nor my team shall receive any training from you on the professional skills necessary to perform the services required by this Agreement.
(g) Neither myself nor my team shall be required to devote full-time to the performance of the services required by this Agreement.
(h) You shall not provide insurance coverage of any kind for us or our team.
(i) You shall not withhold from our compensation any amount that would normally be withheld from an employee’s pay.
Non-Solicitation of Company-Sought Vendors or Team Members
You agree not to knowingly hire or solicit any of our team members or partner vendors during the performance of our services under this Agreement, nor for a period of two years after termination of this Agreement, without our express written consent.
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the website are either owned by your good selves, or that you have permission to use them.
When we receive your final payment for certain services, copyright is automatically assigned as follows:
- You own the graphics and other visual elements that we expressly create for you for this project. (By “create,” we mean to design from scratch.) We will give you a copy of all files and you should store them really safely, as we are not required to keep them or provide any native source files that we used in making them.
- You also own text content, photographs, and other data you have provided, unless someone else owns them. We and/or the code developers own the HTML markup, CSS, and other code, and we license it to you for use on only the current project.
- We love to show off our work and share what we have learned with other people, so we also reserve the right to display and link to your completed project as part of our portfolio, and to write about the project on websites, in magazine articles, and in books about web design.
Keeping Secrets a.k.a. Confidentiality
Each party acknowledge that, in connection with this Agreement, it may receive certain confidential or proprietary technical and business information and materials of the other party, including, without limitation, preliminary works (“confidential information”). Each party, its agents and employees shall hold and maintain in strict confidence all confidential information, shall not disclose confidential information to any third party, and shall not use any confidential information except as may be necessary to perform its obligations under the proposal, except as may be required by a court or governmental authority. Notwithstanding the foregoing, confidential information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
Limitation of Liability
Our services and work product are sold “as is” in all circumstances. In no event shall we be liable for any lost data or content, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services we provide, even if we have been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Term and Termination
No one enjoys a break-up; however, sometimes they are necessary to maintain order and the greater cause. As such,
This agreement may be terminated at any time by either party, effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.
In the event of termination, we shall be compensated for the services we’ve performed through the date of termination, in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work we or our agents have performed as of the date of termination, whichever is greater; and client shall pay all expenses, fees, and out-of-pockets, together with any additional costs incurred through and up to the date of cancellation.
In the event that you terminate our agreement, once you fully compensate us as above, we agree to grant you full copyright and usage rights to all work we delivered before your termination date.
Upon expiration or termination of this Agreement: (a) each party shall return, or at the disclosing party’s request, destroy the confidential information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this agreement, exclusive of the services, shall survive.
We can’t guarantee that the functions contained in any web page, in its themes, plugins, add-ons, or templates, or in a completed website, will always be error-free. As one example, sometimes websites get hacked, despite the best security measures. We cannot be blamed or held liable for any inconveniences or costs incurred with these sorts of events. Therefore, 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 arising out of the operation of, or inability to operate, your website or any other web pages, even if you have advised us of the possibilities of such damages.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT WE DESIGN ALL FINAL DELIVERABLES TO COMPLY WITH THE KNOWN RELEVANT RULES AND REGULATIONS. YOU, UPON ACCEPTANCE OF THE DELIVERABLES, SHALL BE RESPONSIBLE FOR CONFORMANCE WITH ALL LAWS RELATING TO THE TRANSFER OF SOFTWARE AND TECHNOLOGY.
Last Updated Date: November 22, 2017