CLIENT TERMS & CONDITIONS

INTENT

The intent of this agreement (“Agreement”) is to establish the terms and conditions under which Adjective & Company (Firm), will handle marketing communications projects including, but not limited to, the production of communications materials (collectively, the “Services”) for Client. Project details and budgets will be reflected in separate project estimates (delivered and approved digitally).

FREEDOM TO CHOOSE

The Firm appreciates your business and interest in our Firm. Our Firm has grown exponentially since its inception in part because we pride ourselves on adhering to certain cultural ideals. While we appreciate the value in goals different from our own, we feel that sometimes missions that stray too far from our principles hinder our ability to provide the high-quality services for which we are known. To that end, the Firm reserves the right to only engage with Clients whose principles we feel most closely align with our own. If the Firm has already begun any work or Services for a Client, and the Firm determines during the work or Services that the Client embraces ideals so different from ours that the Firm’s and Client’s goals are longer aligned, the Firm reserves the right to cease performing the Services or work for that Client. In such a case, the Firm will adhere to the notice requirements set forth in the Term provision of the Agreement. 

PURCHASING AGENT

The Firm is authorized to act as an agent for the Client in purchasing any material required to perform the Services. All such materials purchased or developed by Firm for Client to perform the Services will become the Client’s property upon payment of all fees owed by Client to Firm (Client Property). Any materials developed or owned by Firm prior to or independently of the Services will be owned by Firm (“Firm Property”). Client shall have the right and license to use Firm Property included in materials provided or developed by Firm for Client solely for use in connection with such materials. Any proposals, prototypes, ideas or conceptual materials developed by Firm for Client but not selected for use by Client shall remain Firm Property.

ESTIMATING/APPROVAL/FEES/EXPENSES

For Client, all Services will be completed on a project basis and the total cost of all projects will be estimated in advance and approved electronically by the Client prior to work commencing. All outside vendor expenses will be billed to the Client at the Firm’s cost plus an amount that will yield the Firm a 15% commission. Additionally, out-of-pocket miscellaneous costs such as postage, color print outs, photocopies, travel, etc., incurred on behalf of the Client will be billed to the Client monthly at the Firm’s cost (this is not included in the retainer as it cannot be estimated upfront).

BILLING/PAYMENT TERMS/RESPONSIBLE PARTY

Fees will be billed monthly on the first of each month, unless otherwise agreed to by the Client and Firm in writing. The Firm reserves the right to bill the Client in advance for Services requiring the use of third-party vendors and will bill media one month ahead of the month in which the media will run, or in the case of print, one month ahead of official publication space closings.

All Firm invoices are net and are due within 10 calendar days of date of invoice. Any invoice not paid within 30 calendar days shall accrue interest at the rate of the lower of (a) 1.5% per month and (b) the highest rate permitted by applicable law, from the due date on the unpaid balance. Where payment is not received within calendar 30 days, the Firm reserves the right to cancel all scheduled activity and work.

Client shall be responsible for payments to all third-party vendors for materials and services purchased by the Firm on the Client’s behalf. Once the Client submits payment to the Firm for such third-party materials and services for which the Firm has invoiced Client, the Firm agrees to remit payment to vendors in a timely manner. If, however, the Client fails to remit such payments to the Firm, then financial responsibility for payment lies with the Client and not the Firm. This agreement shall remain in effect until the Client notifies the vendors that the Client/Firm relationship has been terminated. In the event Client desires to modify or discontinue any third-party services, Firm will work with Client in attempt to cancel third-party media and other expenses, provided, however, Client shall remain responsible for payment of all such third-party media and other expenses that cannot be canceled.

CLIENT’S RESPONSIBILITY & FIRM RESPONSIBILITY

The Client shall be responsible for the accuracy, completeness and propriety of information provided to the Firm in connection with the performance of this Agreement. Client acknowledges that delays in any approvals to be provided by Client may result in delays to the Firm in completing projects for Client.

The Firm shall be responsible for using information provided by and approved by the Client in produced marketing communications materials in accordance with written instructions and approvals provided by Client.

The Client shall also honor and abide by all contracts and agreements entered into by the Firm on behalf of the Client with respect to production of communications materials or services. However, all such contracts and agreements shall be pre-approved by the Client. This obligation shall include, but is not limited to, union talent fees, music usage rights, photographic and illustration usage rights, etc., and shall survive the termination of this Agreement. Unless agreed otherwise in writing by Client and Firm, Client shall be responsible for obtaining all necessary third-party clearances, consents, licenses, and rights required with respect to content and materials provided by Client to Firm in connection with this Agreement. Client shall be responsible for final legal clearance of all work produced as a result of the Services. 

Client grants to Firm, during the Term that the Firm provides Services to the Client as described herein, a non-exclusive, transferable, sub-licenseable right to license and use the Client’s trademarks or other intellectual property in any materials developed by Firm for Client or as the Firm determines necessary for the performance of the Services as described herein. “Trademarks or other intellectual property” includes trademark clearing any names, service marks, taglines, logos, artwork, trademarks or any other intellectual or physical property presented by Firm.

Each party agrees to comply with all laws applicable to their performance under this Agreement.

INDEMNIFICATION

The Client shall indemnify, defend and hold the Firm harmless against any losses or expenses that the Firm may incur as a result of any claim, suit or proceeding brought against the Firm in connection with communications materials and Services produced by the Firm which contain unlawful, infringing, erroneous or incorrect data, information or other material provided to the Firm by the Client.

And the Client shall indemnify, defend and hold the Firm harmless against any losses or expenses that the Client or Firm may incur as a result of any claim, suit or proceeding brought against the Client or Firm in connection with communications materials and Services produced by the Firm which were approved by the Client, unless such claim, suit or proceeding arises from or relates to Firm Property or other data, information or material provided by Firm which is included in or used in the development of such communications materials.

CONFIDENTIALITY

Both the Firm and the Client agree to abide by the terms of the Adjective and Company, LLC Mutual Confidentiality Agreement executed by the parties prior to the execution of this Agreement. 

ATTORNEY’S FEES

In the event that either party institutes any legal suit, action or proceeding against the other party arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys' fees and expenses and court costs.

PROTECTION OF FIRM STAFF

The Client agrees that it will not during the term of this Agreement and for at least one year after its termination, attempt to hire for contract or employment any employees of the Firm employed during the working relationship of Client and Firm.

TERM & TERMINATION

This Agreement shall commence upon its execution and shall remain in effect until terminated by either party by 90 days’ prior written notice of termination (“Term”). In the event of termination, the Client will promptly pay the Firm for all materials purchased and services completed at the effective date of such termination, including reimbursement and payment of all non-cancelable third party expenses, obligations and contractual commitments. At that time, the Client can request the Firm to transition any purchased files that have not been previously sent to the Client. Upon Firm approval, flattened art files will be delivered at the exact executed resolution and file format as purchased. File delivery does not include source files. A separate estimate may be provided upon request to purchase source files, or packaged files in the original file format that the work was developed, designed or created in. Once source files are purchased by Client, source files will be provided at the specifications as negotiated.

In the event of a misalignment of the Client’s and Firm’s goals as set forth in the “Freedom to Choose” provision above, the Firm may terminate the Agreement upon thirty (30) days’ prior written notice to the Client. The remainder of the terms set forth in this “Term and Termination” remain in full force and effect. 

These terms and conditions are subject to change, and can be modified or updated by Firm at any time, with our without notice.

By accepting the estimate/invoice sent to you, and/or engaging Adjective & Co. to begin any work, you acknowledge you have read and accept these terms and conditions.