Although there is also some unavoidable standardized legalese at various places in the document which our attorney required, in this document we try to write everything in plain English. To do this, we frequently use terms like “we” and “you.” “We,” “us,” “our,” and “the Company” means Radiant Brands, LLC, an LLC registered in the State of GA. “You,” “your,” “Customer” or “Client” in this document is you, our Client.
Current Hourly Rate
Throughout this document, reference is made to our current hourly rate. This rate is defined as our hourly rate that is in place at the time a service is requested, not at the time this agreement is signed. We’ll provide you with our current hourly rate upon request.
You are hiring us to complete your project according to the specific scope of work outlined in the Project Agreement. When you hire us, we are independent “work for hire” contractors and not employees of you or your business.
Each project we collaborate on together will be described in detail in the Project Agreement. The individual sections will describe the deliverables, timeline, and cost of the project, while these terms describe our legal relationship.
The Project Agreement details the work we’ll deliver to you, including without limitations, the deliverables and specifications thereto, and any and all compensation to be paid for such work. If additional services are requested by the Client, the parties may enter into one or more other estimates approved by the parties. Notwithstanding the foregoing, the terms of any estimate entered into between the parties, shall be in addition and supplemental to the terms of this Agreement. If there is a conflict between this Services Agreement and any part of the Project Agreement the terms of the Project Agreement shall be binding.
Delayed, Suspended, & Abandoned Projects
In our experience, projects can often stall as we wait on assets, information, feedback, approvals, etc. we have requested from you. While waiting for your response, we’ll normally begin to work on other projects to make efficient use of our time.
A project is considered delayed if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 7 business days. When a project is delayed, we may remove it from our active queue and place it at the back of the line. Work will resume on a delayed project when we have received what was requested and our queue of work allows us to focus on your project again.
A project is considered suspended if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 30 days without a reasonable cause as determined by me. When a project is suspended, your project is taken off of our calendar completely and an invoice for the remaining balance of the project shall be sent and considered due upon receipt.
ONCE A PROJECT IS CONSIDERED SUSPENDED, IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO REACTIVATE THE PROJECT BY (1) SUPPLYING ALL ITEMS NECESSARY TO COMPLETE THE PROJECT AND (2) PAYING A 10% REBOOKING FEE THAT HAS BEEN ADDED TO YOUR PROJECT BALANCE.
After a project is considered suspended, we’ll not perform any additional work on the project until the project has been reactivated as explained above.
A project is considered abandoned if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 90 days without a reasonable cause as determined by us. WHEN A PROJECT IS ABANDONED, ANY MONIES PAID TO US FOR THE PROJECT IN QUESTION SHALL BE FORFEITED.
Projects requiring a “Rush” will typically incur at least a 30% markup of the total project cost. This increase is necessary to cover the overtime and additional costs incurred to complete your project in the time frame you require.
By providing any assets such as text, images, artwork or any other elements to us, you guarantee that they are either owned by you or that you have secured permission from the owner to use them. You agree to protect us from any claim by a third party that the assets you supplied to us are their intellectual property.
Securing the appropriate licenses for photography that you provide to us to use on your website is your responsibility. You assume the full risk of liability for the use of all images. If you are in doubt of the licensing status of an image, contact the original artist before providing it for us to use in your design project.
We guarantee that all elements of the work we deliver to you are either owned by us or that we have obtained appropriate permission from the owner to provide them to you. We agree to protect you from any claim by a third party that the assets we delivered as part of the project are their intellectual property.
We often utilize royalty-free images obtained from stock photo websites. The cost for licensing this stock photography is not included in the proposal unless specifically itemized. We’ll secure your approval before purchasing any stock photography. Stock photo charges are typically billed on the final project invoice.
We’ll perform the services professionally and to industry standards, but because we cannot control how you use the work, we do not make any guarantee about the results you can expect when using the Work.
Both parties realize that during the course of this Agreement we may have to share information that we normally wouldn’t share with others. This information may be necessary to complete a project or to better understand the project, but would not be shared if we were not providing services to you. Both parties promise not to share the other party’s confidential information with third parties without first seeking permission from the party to whom the information belongs.
“Confidential information” includes information about the financial performance of a party’s business, marketing strategies, product release schedules, unreleased product information, and any information a party identifies in writing as “confidential.” Neither party is obligated to keep information confidential that is publicly available. The rights and obligations of this paragraph will survive the expiration or termination of this Agreement.
Term and Termination
The term of this agreement is one year from the effective date indicated on the first page of this Agreement. This Agreement may be terminated immediately by either party upon written notice for any of the following:
Upon five (5) days prior written notice by either party to the other party, or
If the other party defaults in the performance of any material provision of this Agreement, which default is not cured within thirty (30) days after written notice from the non-defaulting party.
IF YOU WISH TO TERMINATE THE PROJECT AFTER THIS AGREEMENT HAS BEEN EXECUTED, YOUR INITIAL 40% DEPOSIT IS NON-REFUNDABLE FOR ANY REASON.
IF YOU ELECT TO TERMINATE THE PROJECT AT ANY POINT AFTER THE INITIAL DESIGNS HAVE BEEN APPROVED AND DEVELOPMENT HAS BEGUN, YOU WILL BE LIABLE FOR THE ENTIRE COST OF THE PROJECT.
If we elect to terminate a project, we’ll create an estimate of the percentage of the scope of work that has been completed. If the percentage of work completed is less than the percentage of the project that has been paid, we’ll issue a refund for the difference. If the percentage of the project that has been completed is more than the percentage of the project that has been paid, an invoice will be issued for the difference.
Assets for a terminated project (such as the website, custom graphics, etc.) will be delivered to the client when the client’s account reaches a zero balance.
Governing Law & Venue
The laws of the state of Georgia govern the terms of this Agreement. In the event of a dispute regarding this Agreement, the parties agree to engage in good faith mediation prior to filing a civil action. Any civil action regarding this Agreement must be brought in the state or federal courts located in Dekalb County, Georgia. In the event that Company must pursue action for nonpayment, all costs and fees Company incurs associated with recouping payment from Client will be payable by Client.
This Agreement, and any Proposals of Service attached, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.
This Agreement may not be changed or modified except in writing signed by the parties.
The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.
Please read this entire agreement and sign the Project Agreement signifying that:
- You have read, understood, and agreed to this Master Services Agreement
- That this Master Services Agreement and the Project Agreement comprise our entire agreement.
- That you agree that the two documents above govern your working relationship with us.
MASTER SERVICES AGREEMENT (REV. 2021.02)