SERVICE TERMS AGREEMENT
Secretary Deluxe Creative Co.
Updated July 1 2017
As used herein and throughout this Agreement:
“Agreement” means the entire content of this Basic Terms and Conditions document, the Proposal document(s), and any other supplements designated below.
“Parties Involved.” This Agreement is entered into between the person or entities as outlined in the Project Proposal, “CLIENT,” and Secretary Deluxe Creative Co.. Outside or third parties will be referred to as such.
“Project” refers to the Service and scope of service as agreed upon in the Proposal.
“Project Proposal” also referred to as the Proposal. This means the Project Proposal Agreement, a separate document outlying the specifics of the Project itself, including, but not limited to, its cost, schedule, and scope. Terms that are specified within the Proposal shall overwrite any general terms within this Agreement.
“Deliverables” means the service and work products specified in the Proposal to be delivered by Secretary Deluxe Creative Co. to CLIENT, in the form and media specified in the Proposal, and on the date specified in said Proposal.
“Quote” or “Estimate” means a verbal or written price provided by Secretary Deluxe Creative Co. to CLIENT, based on the Project Proposal. This quoted cost is only valid and binding as long as is provided in the Proposal, and it may be subject to change as the Proposal or scope of the Project is changed.
“Fees.” Any monies due or incurred in consideration of the Services to be performed by Secretary Deluxe Creative Co. as described in the Proposal. CLIENT shall pay to Secretary Deluxe Creative Co. fees in the amounts and according to the payment schedule set forth in the Proposal.
“Errors” refers to any spelling or grammatical error in the copy of the Project, as well as flaws in the design such as but not limited to, copy inaccuracies, color inaccuracies, overlap of elements, poor cropping, inaccurate placement of elements, etc. Omissions are also counted as Errors.
“Confidential Information” means any information that either CLIENT or Secretary Deluxe Creative Co. wishes to remain confidential, such as but not limited to, trade secrets, personal information, and passwords.
“Revision” and a “Round of Revision” means a one time editing session or proof done by Secretary Deluxe Creative Co.; i.e., a text change and a photo edit requested at a single time (rather than separately) counts as one round of revisions. Likewise, the opposite is also true: a text change requested at a certain time followed by a photo edit request later constitutes as two rounds of revisions. It is CLIENT’s responsibility to note all changes or edits before requesting them to consolidate Revisions.
II. TERMS OF AGREEMENT
By working with Secretary Deluxe Creative Co., CLIENT enters into this Agreement, and agrees to the terms of this Agreement. CLIENT acknowledges that this is a binding contract.
III. COST QUOTE, AGREEMENT TO PAY, and CHANGES TO SCOPE OF WORK
Once CLIENT has agreed to the terms and conditions of the Quote outlined in the Proposal provided by Secretary Deluxe Creative Co., CLIENT agrees also to pay that amount in full. Revision details are outlined in the Proposal. Additional draft rounds thereafter are excluded from this cost estimate and will be subject to either additional charges or a new Project Proposal. Quote does not include additional costs incurred for Developer, Photographer, Copywriter, supplies, or Printer costs, unless otherwise specified. CLIENT is responsible for all fees required by third parties.
A non-refundable down payment, as outlined in the Project Proposal, is required before the Project begins. The remaining balance and any additional Fees are due within 30 (thirty) calendar days after Deliverables are submitted. A monthly Late Fee of 15% will be added each additional calendar month to remaining balance if not paid in full 30 (thirty) days after Project completion. Any payments received after 30 (thirty) calendar days will be applied to the penalty charges first and then to any remaining balance.
CLIENT may cancel Project at any time for any reason, but is subject to a Cancellation Fee in the amount of 25% of the total Project Estimate. CLIENT agrees that early termination of the Project doesn’t negate their responsibilities for paying all monies due, unless expressly agreed upon in the Project Proposal or other documentation that Secretary Deluxe Creative Co. agrees to beforehand. Additionally, once this contract is fulfilled as outlined in the Proposal, regardless of whether or not the Project is used, CLIENT shall make no demands for a refund. Secretary Deluxe Creative Co. has the right to cancel the Project at any time for any reason, but will offer CLIENT either a) a full refund, or b) keep the deposit, and provide CLIENT with any and all files in progress pertaining to the Project.
Revisions or CLIENT’s alterations to the Scope of work shall obligate CLIENT to additional fees and costs. These may include but are not limited to: changes made to copy after the final copy has been submitted; changes made to the design once layouts, website design, or site map have been approved; extensive alterations; retrieving and sending files; photo editing; copywriting; communicating with third Parties; a change in marketing objectives on the part of CLIENT and new work requested by CLIENT after the execution of the Agreement.
All production costs are based on the assumption that copy/content will be provided electronically to Secretary Deluxe Creative Co. in either a Word, Text, Email or other text document.
Change orders will be prepared by Secretary Deluxe Creative Co. and provided to CLIENT outlining the changes to the Scope of work, and any additional costs for those changes. CLIENT agrees to pay Secretary Deluxe Creative Co. additional fees and costs for said revisions or alterations at Secretary Deluxe Creative Co.’s current hourly rate. If Secretary Deluxe Creative Co. is unable to meet the delivery schedule set forth in the Agreement due to delays by CLIENT or changes requested by CLIENT in the Scope of work, Secretary Deluxe Creative Co. may, at their discretion, revise the production schedule as necessary and provide for adjustments in the costs for the Project.
IV. Secretary Deluxe Creative Co. RESPONSIBILITIES
Secretary Deluxe Creative Co. agrees to work diligently and honestly to provide CLIENT with the best possible service and end product. CLIENT will not be charged for an amount higher than the total Quote originally provided, with the exception of additional changes that go beyond the Project Proposal Scope. Secretary Deluxe Creative Co. agrees to see Project through to completion, on time according to the Proposal Schedule, and ensuring that the finished Project meets or exceeds CLIENT’s expectations.
Secretary Deluxe Creative Co. will maintain a professional and ethical work approach, to accommodate meeting or communication with CLIENT as requested within standard business hours while deferring to written statements for legal purposes, and to provide work in progress, samples, mock-ups, and completed work on a timely basis.
Secretary Deluxe Creative Co. agrees to be reachable and return emails or calls in a timely fashion (within three  business day), unless unforeseen circumstances or other plans have been communicated with CLIENT.
V. CLIENT RESPONSIBILITIES
CLIENT agrees to accommodate meeting or communication with Secretary Deluxe Creative Co. as requested, and to provide as much information to the best of their abilities as possible throughout Project. CLIENT understands that, unless specified in the Proposal, that all materials given to Secretary Deluxe Creative Co. must be ready for implementation; any such materials needed for Project must also be provided according to schedule. CLIENT agrees to be reachable and to return emails or calls in a timely fashion (within three  business days), unless unforeseen circumstances or other plans have been communicated with Secretary Deluxe Creative Co..
CLIENT acknowledges and agrees that any work that falls outside of the Project Proposal’s Scope will a) incur new charges billed by the hour, and/or b) require a new Project Proposal, and/or c) require a new and adjusted time frame.
Additionally, CLIENT agrees that Secretary Deluxe Creative Co.’s ability to meet any and all schedules is entirely dependent upon CLIENT’s prompt provision of materials, instruction, approvals, etc. pursuant of the Project Proposal. Further, any delays or changes to the Project may delay delivery of Project Deliverables. Any such delay caused directly or indirectly by CLIENT shall not constitute a breach of any term, condition or Secretary Deluxe Creative Co.’s obligations under this Agreement, nor will Secretary Deluxe Creative Co. be held financially or otherwise responsible in said instance.
CLIENT agrees not to provide their own mock-ups, comps, proofs, or sketches.
VI. ACCREDITATION, PROMOTION, and COPIES OF WORK
At Secretary Deluxe Creative Co.’s discretion, all displays and/or publications of the Deliverables shall bear accreditation and/or copyright notice in Secretary Deluxe Creative Co.’s name, in the form, size and location as incorporated by Secretary Deluxe Creative Co. in the Deliverables, or as otherwise directed by Secretary Deluxe Creative Co.. Secretary Deluxe Creative Co. retains the right to reproduce, publish and display the Deliverables in Secretary Deluxe Creative Co.’s portfolios and websites or other media for the purposes of recognition of creative excellence or self-promotion, and to be credited with the authorship of the Deliverables in connection with such uses. Either party may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials. CLIENT also agrees, at Secretary Deluxe Creative Co.’s request, to provide Secretary Deluxe Creative Co. with at least five (5) copies of any final printed work for such promotional use.
Secretary Deluxe Creative Co. agrees not to promote or showcase any finished work until it has been publicly published or otherwise made available to the public.
VII. INTELLECTUAL PROPERTY
According to U.S. copyright laws, Secretary Deluxe Creative Co. automatically reserves and owns all rights to any and all intellectual property created or designed throughout the Project. CLIENT may opt to purchase the native files or the rights to Secretary Deluxe Creative Co.’s intellectual property at Secretary Deluxe Creative Co.’s discretion, for an additional fee which shall be detailed in the briefing process and final Proposal as requested. The Proposal will also detail how the Deliverables may be used, for how long, and by whom.
The Parties express acknowledgement that this Agreement does not create an exclusive relationship between the Parties. CLIENT is free to engage others to perform services of the same or similar nature to those provided by Secretary Deluxe Creative Co. after the project is completed. Bringing another design firm or designer into the project while it is still in production is in violation of this contract, and the project will be immediately terminated and all monies due must be paid. Secretary Deluxe Creative Co. shall be entitled to offer and provide design services to others, solicit other CLIENTs, and otherwise advertise services offered by Secretary Deluxe Creative Co., including but not limited to, entities of the same or similar industry as CLIENT.
Each Party acknowledges that in connection with this Agreement they may receive certain confidential or proprietary technical and business information and materials of the other Party. 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 is necessary to perform its obligations under the Project Proposal, except as may be required by 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 properly received by a third party without an obligation of confidentiality.
In the event of a Confidentiality/Non-Disclosure Agreement, it shall be limited in its scope, and must end by a set date once the project is complete.
X. ERRORS and OMISSIONS
Secretary Deluxe Creative Co. agrees to do all work in a professional manner, to pay attention to detail, and to correct any errors as they become apparent. However, Secretary Deluxe Creative Co. and CLIENT understands that the responsibility of submitting error-free work rests solely on CLIENT in the form of carefully proofing and signing off on all work delivered to CLIENT by Secretary Deluxe Creative Co.. Once CLIENT signs off on final proof(s) provided by Secretary Deluxe Creative Co., CLIENT acknowledges that Secretary Deluxe Creative Co. will not be held responsible, financially or otherwise, for any errors or omissions found thereafter. Therefore, CLIENT understands and agrees to their responsibility to carefully proof their Project before it goes to Print or goes live, whichever is applicable according to the Project Proposal.
XI. PROJECT COMPLETION
Secretary Deluxe Creative Co. will provide CLIENT with a Project Proposal that outlines specific timelines and milestone completion dates. Secretary Deluxe Creative Co. and CLIENT agree to reasonably keep to the schedule as outlined in the Proposal, notwithstanding changes requested by CLIENT or unforeseen circumstances. If CLIENT delays the project without warning or explanation and breaks off communication, CLIENT is still liable for any outstanding balances. Further, the Secretary Deluxe Creative Co. holds the right to terminate the Project after thirty (30) days of no communication.
CLIENT understands that Printers will have their own set schedules, which may change without notice. Secretary Deluxe Creative Co. will attempt, if requested by CLIENT, to obtain a print completion date for CLIENT which is both reasonable and cost effective. CLIENT does not hold Secretary Deluxe Creative Co. responsible for changes in Printer’s schedule(s).
Once Project Deliverables are submitted as outlined in the Proposal, and once CLIENT has paid the remaining balance to Secretary Deluxe Creative Co., this Agreement is fulfilled. Any additional or new work requested by CLIENT will require a new Agreement and Project Proposal, of which participation by either party will be non-compulsory.
XII. COMPULSORY PROJECT COMPLETION
In the event that no project progress has been made for thirty (30) calendar days, and CLIENT does not acknowledge or return communication with the Secretary Deluxe Creative Co., the Project shall then be deemed complete and the CLIENT will be billed for the remaining balance.
If the Project continues on past one (1) year past its starting date with no progress, the Project may be canceled or marked as complete, and the total Project cost will be due, along with any outstanding balances.
XIII. REFUSSAL TO PAY
In the event that CLIENT refuses to pay any invoices due, it is within Secretary Deluxe Creative Co.’s right to do the following (project dependent): refuse delivery of printed materials; refuse delivery of PDFs, proofs, or native design files; remove or take down parts of CLIENT’s website; submit CLIENT invoice to collection agency; refuse to do additional work for CLIENT.
If any provision of this Agreement shall be deemed void in whole or in part for any reason whatsoever, the remaining provisions shall remain in full force and effect.
CLIENT payment is considered signature to Project Proposal, CLIENT acknowledges that they have read and understood the terms described here in this Service Terms Agreement, and that they agree to follow them as outlined.
By accepting payment for the Project Proposal, Secretary Deluxe Creative Co. acknowledges that they have read and understood the terms described here in this Service Terms Agreement, and that they agree to follow them as outlined.