To be honest, I’m not a huge fan of legalese, but this is a general terms of engagement and mutual agreements that I like to use with my clients. I find it keeps the process and expectations nice and crispy.
Each project comes with its own Terms of Engagement & Mutual Agreements, but this is a sample of what you can expect.
Terms of Engagement and Mutual Agreements
Starlight Mundy (Bottled Lightning, LLC) provides support for the defined project time span of the project. We allow 25 days after final delivery for any prior undiscovered issues to be uncovered and fixed without charge. Beyond the 25-day period, we provide support and revisions at $125/hr unless otherwise scoped for a new project.
DESIGN & DEVELOPMENT Design and Development estimates are provided on a per project basis. The estimate provides for reasonable minor design or development changes.
CHANGES Client is responsible for making additional payments for changes that require excessive re-design of the project.
A change is defined as:
- Work requested by the client beyond the agreed upon scope
- Changes to deliverables that have been previously reviewed and accepted by the client.
DELIVERY Delivery dates are predicted on the timely receipt of all materials to be supplied by the client. Every attempt will be made to meet the delivery date, but unforeseen or unavoidable delays not caused by Starlight Mundy, shall not constitute a breach of project agreement. If in our attempt to meet delivery dates have made the need to incur rush charges, the client shall reimburse Starlight Mundy for the additional charges.
In order to stay on schedule and meet the requirements of this brief, Starlight Mundy expects that the Client will honor the payment terms laid out in the Budget. This means that the full amount will be split into two invoices. The first 60% will be due upon approval of the project so that work can be started. The remaining 40% will be due on the date specified in the project brief. Extensive delays in payments will result in deadlines being modified, and work will not continue until payments have been made. The final payment ensures that the intellectual property rights are transferred to the Client. Delays on invoice payments will result in interest fees of 30% being added, billed monthly.
ELECTRONIC FILES If the client has requirements for how the project is to be prepared electronically, the client must communicate this to Starlight Mundy before the project begins.
CANCELLATION In the event of project cancellation, all artwork is retained by Starlight Mundy, and Starlight should be immediately paid for any work completed up to the point of cancellation. If cancellation of assignment should be authorized by both parties, it should be given in writing to Starlight Mundy.
The Concept Review occurs within the first month of any major project, reviewing the project trajectory, visual aesthetics and establishing the foundation for the remainder of the contract. All designs and direction are agreed upon during Concept Review.
If the Client finds they are unhappy with the quality of work, and revisions are continually “way off the mark” during the concept review phase, there is mutual agreement between Starlight Mundy and the Client to cancel the contract with no further compensation required.
INTELLECTUAL PROPERTY OWNERSHIP Unless otherwise specified, the content, digital assets, findings, presentation, videos and any intellectual property created through the services of Starlight Mundy is property of the client upon final payment of assignment. If the contract is cancelled, all intellectual property belongs of Starlight Mundy and cannot be claimed by the Client. Starlight Mundy reserves the right to use the Client as a case study in the future with respect to any intellectual property privacy. Examples can be reviewed at https://linkedin.com/in/starlight
PERMISSION & RELEASES The Client agrees to indemnify and hold Starlight Mundy harmless against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the design at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
CONCEPTS & IDEAS Preliminary ideas and artwork created by Starlight Mundy in the course of developing client projects which were not accepted by the client, remain the property of Starlight Mundy. The use or development of such ideas or artwork by persons or firms other than Starlight Mundy is expressly prohibited. The fee for unauthorized use of said materials shall be $20,000.00.
LIMITATION OF LIABILITY The Client agrees that it shall not hold Starlight Mundy, or its agents or employees liable for incidental or consequential damages which arise from Starlight Mundy’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by negligent acts (excepting the sole negligence of Starlight Mundy) or omissions by Starlight Mundy or a third party. The Client agrees to limit Starlight Mundy’s liability to client for any claims by the Client against Starlight Mundy (and its employees, agents, owners, representatives and contractors) to a total maximum amount of half of project fees.
DISPUTE RESOLUTION This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding of the parties. Its terms can be modified only by a writing signed by both parties, except that the Client may authorize expenses or revisions orally.
Any dispute arising out of this agreement will be resolved by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/ or binding arbitration through the American Arbitration Association. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of the State of Nevada and courts of such state shall have exclusive jurisdiction and venue.
This agreement must be signed and returned on the digital client management system before a Project Start Date is scheduled.