Client Services Agreement

This is a client service agreement entered in on the proposal date stated above by Refined Concepts, LLC further known as Contractor. The agreement was prepared for the client:

and further known as client for this agreement. Collectively, all of the above people or businesses entering this Agreement will be referred to as the "Parties."

Purpose of Agreement

Client wishes to hire a Contractor to provide services relating to Client’s as detailed in this Agreement. Contractor has agreed to provide such services according to the terms of this Agreement.

Service Terms

Contractor shall provide Client with the following services on a basis (herein known as “Services”):

Contractor shall provide Client with the following additional services by on an ‘as needed’ basis at the discretion of the Contractor:

• One on One Brand Development Guide Assistance
• Additional Proofs/Products
• Project Consultation

Contractor shall provide Client with one sixty-minute pre-Service consultation. The Parties shall agree on an acceptable date and time for conducting the pre-Service consultation, but the manner by which the consultation shall be conducted shall be at the discretion of the Contractor. In most instances, this consultation is conducted via phone, video chat, or in person.

The total cost of all Services the contractor agrees to provide to Client is on a (the “Total Cost”) basis. Total Cost is inclusive of contractors Services, any setup time, travel time and out-of-pocket costs, software licenses, administrative fees, assistance, and subcontractor cost.

Timeline

Projects consisting of time-intensive services such as  Brand Development Book & Mood Board  with Website Design and Social Media Management are considered “Large Projects”, and therefore scheduled for completion on a 90 day basis, with incremental milestones. All services have a baseline turnaround time associated with the individual line item. Forming and creation of content is included in timeline and pricing.  After approval of this proposal a plan will be created to align project milestones with payment schedules and critical review/approval windows. If a hold is placed on this project, an amendment will be added to reflect the time adjustments.

Payment Terms

Client agrees upon acceptance and signature of this agreement the automatic collection of milestone payment(s) via automatic debit to the debit, credit, or bank account saved at the time of deposit. Client may elect to opt out of automatic payment at any time after the initial deposit.  Processing fees will be included at the rate of 1% for ACH debit of checking/savings, 3% for credit/debit card debit.

All payments are securely processed within FreshBooks Payments (WePay), and is in compliance with PCI-DSS, payment industries, and all other US federal and international regulations.

Late Fees

If Contractor does not receive payment from Client within fourteen calendar days of any payment date, then Client will be charged a late fee of 1.5% of the outstanding amount per day payment outstanding.

For example, Client owes Contractor $1000 due on April 1 and fails to pay by April 14th. On April 15th, Client owes Contractor $1015. On April 16th, Client owes Contractor $1030.23. On April 17th, Client owes Contractor $1045.68, and so on.

Expenses

Any expenses incurred by Contractor while providing Client with Services will be invoiced to Client in a timely manner. Client is responsible for paying for and delivering any third party software licenses or products Client wishes Contractor to utilize by At the Contractor’s discretion, Contractor will make reasonable efforts to integrate Client’s suggested software or products.

Account Access

Client shall provide Contractor with required social media account access. The requested access shall be granted within 3 days of the request, and surrendered after completion of the service requiring access

Confidentiality

Parties will treat and hold all information of or relating to this Agreement, the Services provided and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (herein “Confidential Information”) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.

Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.

This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

Relationship Between Parties

Contractor and any related subcontractors are not employees, partners or members of Client’s company or organization. Contractor has the sole right to control and direct the means, manner and method by which the services in this Agreement are performed. Contractor has the right to hire assistants, subcontractors or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance or unemployment fees to the Contractor.

Intellectual Property

Any and all work created as a result of Contractor’s Services is considered a work for hire and is expressly assigned to and owned by Client upon completion of all payment terms for created content. Contractor retains the rights to content created within the portfolio for marketing use only. Parties own their respective trademarks and intellectual property used in the normal and separate course of their business and agree not to infringe upon or otherwise use each other’s respective intellectual property except for in the course of providing Client with its Services.

Style Release

Client has spent a satisfactory amount of time reviewing Contractor’s work and has a reasonable expectation that Contractor’s Services will produce a reasonably similar outcome and result for Client. Contractor will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Contractor’s current portfolio and services, and Contractor will try to incorporate any suggestions Client makes. However, Client understands and agrees that:

• Every client and final delivery is different, with different tastes, budgets, and needs a subjective service and Contractor is a provider with a unique vision, with an ever-evolving style and technique;
• Contractor will use her personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions;
• Dissatisfaction with Contractor’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned. 

Limit of Liability

Client agrees that the maximum amount of damages she is entitled to in any claim of or relating to this Agreement or Services provided herein are not to exceed Contractor’s total cost as set forth in this Agreement.

Indemnification

Client agrees to indemnify and hold harmless Contractor and its employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services provided herein.

Assumption of Risk

Client and related parties/ participants expressly assume any risk of services and related activities as described herein.

Non-Disparagement

The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.

Cancellations and Rescheduling

CLIENT DESIRES TO CANCEL OR RESCHEDULE

If the Client desires to cancel Services of Contractor for any reason at any time, then Client shall provide at least 30 days Notice to Contractor in order to cancel this contract. Client may reschedule Services with at least 48 hours Notice. Providing Notice will not relieve Client of any currently outstanding payment obligations. Contractor will not be obligated to refund any portion of monies Client has previously paid to Contractor. If Contractor is able to re-book further services on or before Client’s final delivery date, Client may be issued a credit for future services with Contractor at Contractor’s discretion.Contractor has no obligation to attempt to re-book further Services to make up for Client’s cancellation or rescheduling.

CONTRACTOR DESIRES TO CANCEL OR RESCHEDULE

In the event Contractor cannot or will not perform her obligations in any or all parts of this Agreement, it (or a responsible party) will immediately give Notice to Client, and at the Contractor’s discretion, either attempt to find a reasonable substitute to fulfill the terms of this Agreement or issue a refund or credit based on a reasonably accurate percentage of Services rendered. In the case of a refund where, at the discretion of the Contractor, no reasonable substitute is found, Contractor shall excuse the Client of further performance obligations in this Agreement.

Force Majeure

Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party that materially affects the performance of Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

No- Shows

If it becomes impossible for Contractor to render Services due to the fault of the Client or parties related to Client, such as failure to provide necessary elements of the Services or failure of one or more essential parties to the Services to complete tasks in a timely manner, it is within the Contractor’s sole discretion to allow for any additional time or dates to render Services. In such an event, any outstanding amount will immediately become due and payable to the Contractor.

Governing Law

The state and federal laws govern all matters arising under or relating to this Agreement, including torts.

Severability

If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each party remain legal and enforceable.

Amendments

The parties may amend this Agreement only by the parties’ written agreement with proper Notice.

Notice

Parties shall provide effective notice (“Notice”) to each other, including any payments or invoices, via either of the following methods of delivery at the date and time which the Notice is sent:

Contractor Email: contact@refinedconceptsmultimedia.com

Terms

Parties shall provide effective notice (“Notice”) to each other, including any payments or invoices, via either of the following methods of delivery at the date and time which the Notice is sent.