PROJECT WORK TERMS & CONDITIONS
During the brandscript development, sales messaging and presentation design process, we will make your email address "Viewer" to the work-in-progress. Upon completion and balance payment, we will make you "Editor", and give you complete ownership rights to copy and use as you like. All the design work we do for you is original, and we will make every effort to ensure that none of the content we use or create infringes on any existing copyrights.
SINGLE-POINT-OF-CONTACT & CHANGE ORDERS
We need all feedback to come through one person inside your organization to avoid unnecessary back-and-forth which will trigger change orders. Our estimate is a fixed cost estimate based on the discussions we’ve had with you and content you have provided. If there are large-scale changes, introductions of new material that go beyond the original scope, this will be agreed to separately, and a change order will be emailed to you for your approval. If travel is required for meetings, expenses will be charged separately, unless other arrangements are made.
The turnaround time for your projects has been indicated in this proposal. If you require a faster turnaround, we will do everything we can to accommodate your turnaround requirements without adding a surcharge, although given our workload, this may not be possible without putting other projects on hold.
We will keep all the work we do for you hidden and confidential unless you let us know otherwise. When using Google Docs (i.e. Google Slides), we do this through the Privacy settings on Google.com as “Private and Confidential”. As part of our normal process, we will save a backup of your delivered Google Slide presentation for one year in our account, so please make a copy of what we deliver to you within that period of time.
SENDING GRAPHIC AND TEXT ASSETS
You will likely be sending us images, logos, and other files related to your project throughout the project. Our estimate assumes that you will be able to share with us your digital assets, (i.e. logos, photos, charts, etc.) upfront, in a Dropbox folder or Gdrive link, which are high resolution and as .eps, .png, or .jpg format. If we find that we are missing some assets, this will delay your project and may cause an increased cost for the administration of your project. Also, if the assets you provide turn out to require a lot of file manipulation time, processing, or photoshopping in order for them to be added to your presentation, we will notify you of these issues and send you a change order to cover this additional time.
We will license stock photography through various sources for your presentation. Stock photography images licensed for your Presentation costs $45 per image and you will own the rights for these images.
DEPOSITS, BALANCES, CANCELLATION FEE & LATE PAYMENT FEES
Deposits are non-refundable as they are your commitment to the resources we need to schedule and work on your project. If after the project has started you or your organization decides to cancel the project for any reason whatsoever, there will be a 50% cancellation fee due to the scheduled and committed resources for your project. This fee is calculated at half the remaining balance which is due immediately upon termination. (For example, a $10,000 project where $5,000 deposit was paid, would have a $2,500 cancellation fee) Once this cancellation fee is paid, all materials created up to that time will be provided to you. If you abandon the project for whatever reason, delay acceptance of the design, or do not provide corrections or changes to a project that we’ve delivered for a period of more than 45 days, we will invoice for the entire balance and close out the project. In the event an invoice is not paid on time we will charge a late payment fee of 1.5% per month late fee on any overdue and unpaid balance. If we need to take legal action to collect any outstanding balances all legal fees will be added to the outstanding balance plus the monthly late fee added per month that the payment hasn't been made. All payment obligations are non-cancelable and fees paid are non-refundable.
INDEMNIFICATION & LIMITATION OF LIABILITY
We can make no guarantees about Microsoft PowerPoint, Google Slides, Prezi, Slido, or other software we support you on because we are an independent agency, not affiliated with those companies and you will require your own licenses for that software. If the software changes in the future which impacts how your completed presentation plays, those changes can be completed by us but would be charged additionally. Should you incur any damages as a direct or indirect result of our working on a project for you, our liability will be limited to the total dollar amount for that particular project.
Regarding the terms below, PitchKitchen is the “Contractor” and you are the “Client”
Contractor agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Contractor’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Contractor’s representations, warranties or agreements herein.
Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE CONTRACTOR UNDER THIS AGREEMENT.
GOVERNING LAW & DISPUTE RESOLUTION
This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor’s jurisdiction.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.