Terms of Service Agreement
Terms of Service Agreement
Covering Digital Marketing, Consultation, Website Design, and Any And All Services of BIG Marketing Solutions LLC
Signatures Are Not Required: All Proposals and Invoices Carry a Link to this Agreement and Specify that Payment of the Invoice Constitutes Approval and Acceptance of Any Related Proposals or Agreements as Well as Affirms Satisfaction with Prior Work Performed. If You Don’t Approve or Agree Then Simply Do Not Pay The Invoice.
This is a Legal Agreement between Big Marketing Solutions LLC (Also Known As Us, Our, or We), and Client (Also Known As Your, Your & Client). We Think You May Find This “Plain Language” Agreement A Little Wordy, But We Hope This Makes It Easy To Understand, Straightforward, And Fair For All Concerned.
We’ll Always Do Our Best to Fulfill Your Needs and Meet Your Expectations. We Use a Contract Because it is Important to Have Things Written Down So That We Both Know What’s What, Who Should Do What And When, And What Will Happen If Something Goes Wrong. In This Contract, You Won’t Find Any Complicated Legal Terms Or Long Passages Of Unreadable Text. We’ve No Desire To Trick You Into Signing Something That You Might Later Regret. What We Want Is What’s Best For Both Parties, Now And In The Future.
What Do Both Parties Agree To?
You Are Hiring Us To Provide Marketing Consultation And Or Services Based On A Proposal, Sent Separately, And As May Be Agreed In Writing Including Email Correspondence, For The Estimated Total Price On Our Proposal.
You Warrant That You Have The Authority To Enter Into This Contract On Behalf Of Yourself, Your Company Or Your Organization. You’ll Give Us Everything We Need To Complete The Project As And When And In The Format We Need It. You’ll Review Our Work, Provide Feedback, And Approval Or Updates In A Timely Manner Too. Deadlines Work Two Ways, So You’ll Need To Honor Dates We Set Together As We Proceed. You Also Agree To Stick To The Payment Schedule Agreed By Both Parties In Any Written Documents or Email.
We Agree to Perform To The Best Of Our Ability. We Warrant That We Have The Experience And Ability To Do Everything We’ve Agreed To Do, And Will Do it All In A Professional And Timely Manner To The Best Of Our Ability. We’ll Provide Best Efforts To Meet Every Deadline That’s Set. On Top Of That, We’ll Maintain Confidentiality Of Everything You Give Us That Is Noted By You As Confidential.
Getting Down To The Nitty Gritty
Design / Process / Scheduling
A Website is Never Truly ‘Done’ as it is a Living Effort Informed by Monitoring of Results. You’ll Have Plenty Of Opportunities To Review Our Work And Provide Feedback. We’ll Provide Regular Contact all Along the Way. You Have the Right to Expect Prompt Responses to Correspondence.
Text / Content
We May Work From Text Or Copy And Images That You Provide. Text or Copy or Images May Be Edited Or Altered According To Our Professional Judgment And Submitted For Your Approval. Generally, We Can Locate Royalty-Free Images Or Content That Serves The Purpose. If You’d Like Us To Provide Photography, or to Source-Specific Content Or Images That Incur A Material Cost, These Services Will Be Quoted Separately And Will Be Due And Payable Upon Mutual Agreement.
Copyrighted Text, Photographs, And Images
We Need Text And Graphic Files In Digital Format. Any Photographs You Supply Should Be In A Sufficient Digital Resolution and Format For Purpose Intended. We Will Make Every Effort To Complete The Work Using Royalty Free Text And Images. If You Prefer To Buy Stock Photographs That Are Better Suited To Your Preferences, We Can Conduct A Reasonable Search For Photographs For You or Recommend Stock Photo Libraries for Your Search.
Browser Testing And Device Testing Means Testing In General Terms On Widely Used Industry Standard Applications And Devices. Testing Does Not Mean Attempting To Make A Website Look Exactly The Same In Every Conceivable Computer, Browser, Or Device Of Different Capabilities With Different Size Screens And Native Or Proprietary Operating Languages. It Does Mean Ensuring That A Person’s Experience Of A Design On Different Platforms Should Be Reasonably Appropriate.
Desktop & Mobile Browser Testing
We Test Our Work In Various Screen Sizes and Various Versions Of Desktop And Mobile Platforms. If You Need An Enhanced Design For A Specific Platform, a Non-Current platform, or a Non-Standard Browser, We Can Provide A Separate Estimate For That.
Technical Support Means We Correct Anything We Did Wrong. It Does Not Mean That We Teach Skills The Client Does Not Have, Nor Does It Mean That We Repair Damage Created By Others. A Client Support Portal is being planned for our company, but until then, email is the best way to request technical support. Send email to firstname.lastname@example.org
You Guarantee That All Elements Of Text, Images Or Other Artwork You Provide Are Either Owned By You, Or That You’ve Permission To Use Them. We Own All Copyrights And Intellectual Property Rights To Work That We Create, Including Digital, Textual And Visual Elements Until Final Payment Is Received Or Release Agreement Is Reached, Whichever Comes First. When Your Final Payment Is Received Or A Mutually Agreeable Release Agreement Is Reached, These Rights Will Be Assigned To You. Once This Happens, You’ll Own The Intellectual Property Unless Someone Else Owned It First.
Unpublished information or documents shared by client as confidential will be treated as confidential. Such information will not be disclosed to other parties without written consent.
Approval of Disclosure of Published Works:
Unless Otherwise Agreed in Writing: We Reserve The Right To Disclose; Discuss; Publish; Write About; Quote; Display; or Link To Any Published Work We Participate in Creating, or Work Derived From Work We Participate in Creating. Such Disclosure of Published Works, When Truthful, is Authorized For Purposes Including But Not Limited To: Advertising, Sharing A Portfolio of Work; Publishing a Professional Case Study; or Publishing For any other Reasonable Business Purposes. Such Disclosure or Publication May Be in Verbal, Digital, Print, or Spoken Form. Such Disclosure May Take Place in Form Including But Not Be Limited To Websites, Blogs, Social Media Platforms, Magazine Articles, PowerPoint Presentations or Slide Decks, Press Releases and other Forms of Business Communication. Pertinent Facts, Including Our Role, Your company Name, And Your Logo may be Shared in such Disclosures When Truthful.
Scope of Work
Our Written Correspondence Creates a Mutually Agreed Scope of Work. Specific Tasks Are Often Too Numerous or Too Technical To Provide Complete Detail. Therefore, a Scope of Work is a General Outline and/or Specific List of Objectives That We Agree To Perform. The Scope of Work is Created or Modified By Correspondence Include Proposals and/or Invoices Sent As New Work Is Ordered, and/or at Time of Annual Services Renewal, as Well As by Email Correspondence About The Work As Time Passes.
The Scope of Work is a Fluid Agreement Which May (and usually does) Evolve Over Time. Unplanned Changes May Become Desirable or Necessary Over Time as 1) Your Needs May Change, 2)Technology May Change, and 3) Industry Practices May Change. A Fluid Scope of Work Accommodates These Eventualities.
We Understand That Your Needs May (and usually do) Evolve Over Time: Changes in Your Understanding of Services Available, and/or Changes in Your Business or Industry May Lead To You Requiring More, Fewer, or Different Services. These Changes May Include But Are Not Limited to The Following Examples: You May Ask Us To Do Less Design Work And More Blog Posts; or You May Ask Us To Do Fewer Page Updates and Do More Social Media Work; or You May Ask Us To Do Less On-Page SEO Work and More Off-Page SEO Work; or You May Ask Us To Do More Graphic Design Work and Less Written Work; or You May Ask Us To Write and Publish or Send Press Releases and do Less Previously Agreeed Work of Another Kind, etc.
Further, Our Services May (and usually do) Evolve with Changes in Technology or Industry Practices. As Technology is Constantly Changing, Our Services May Evolve In Ways Including But Not Limited To The Following Examples: Updates in Hardware or Software Used To Provide Your Services; Changes in Industry Practices in Web Hosting, Web Design, and/or Web Development; Changes to Maintain Site Security; Changes to Improve Server or Website Performance; Changes to Maintain Standards of Service; and etc.
We Know From Experience That Fixed-Price / Service Contracts May Limit Us Or You To Our/Your Earliest Ideas. We Don’t Want To Limit Your Ability To Change Your Mind. The Price At The Beginning Of This Contract Is Based Loosely On The Length Of Time We Estimate We’ll Need To Accomplish Everything We Understand About What You’ve Told Us You Want To Achieve. But We’re Happy To Be Flexible. If A Misunderstanding Comes Up We Will Do Our Best To Resolve It According To Usual Standards In The Design or Web Design Business. If You Want To Change Your Mind Or Add Anything New, That Won’t Be A Problem As We’ll Provide A Separate Estimate For That.
Projects and Hourly Fees
Whether We Propose Fees Per Project or Fees Per Hour, It is Understood that all Proposals, Invoices, Change Orders, and Scope of Work Agreements are Subject To a Generally Constructed Concept Regarding Hours of Service To Be Provided. Whether Services Are Proposed Per Project or Per Hour, We Agree To A Reasonable Extend, To Go Above and Beyond The Hours Planned or Conceived Whenever Necessary To Satisfy a Scope of Work That Has Been Mutually Agreed. If There Comes a Time When An Objective Or Task Contained in a Scope of Work Cannot Be Met, We Will Mutually Agree To A Reasonable Alternative.
For Reference: Our Usual & Customary Rates:
- $ 50/Hour On Retainer / For Prepaid Marketing Services, Monthly Maintenace Services, and Monthly Update Programs Which May or May Not Include Blogging and Social Media Postings.
- $100/Hour On Emergency Or Ala Carte Services Not Covered By Retainer / Maintenance Program
We’re Sure You Understand How Important It Is As A Small Business That You Pay The Invoices That We Send You Promptly In Order To Maintain Services. Billing Is Generally Via PayPal. Credit Card Payments Are Accepted Through Paypal or Our Invoices Can Be Printed And Mailed With A Check. You Agree To Stick Tight To The Agreed Payment Schedule To Avoid An Interruption In Service. Projects Less Than $1000 are Paid in Advance. Projects of $1000 or More Require a 50% Down payment and Progress Payments As Work Progresses As Follows: 25% Due Upon Reaching Roughly the Half-Way Point, 15% Due Upon Nearing Completion, and the Final 10% Due Upon Completion of Work.
Schedule And Estimates Are Subject To Best Efforts And May Vary From Time To Time Depending In Part On Client Availability And Participation, Acts Of God, Or Other Unforeseen Events. All Estimates Are Approximate. Work To Be Performed Will Be Done In Workmanlike Manner With Ordinary Care According To Industry Standards And Practices (Design, Traditional Marketing, Digital Marketing, SEO Industries or as Applicable). We Follow Practices Generally Recognized As Appropriate And Likely To Be Successful.
More Legal Stuff
We Are Professionals, But We Are Not Perfect. We Do Good Work, But Can’t Guarantee That Our Work Will Always Be 100% As Desired. Clients Are Ultimately Responsible For Proofreading, Error Checking, And Requesting Corrections – Which Will Be Performed Promptly Within Reason. We Can’t Be Liable To You Or Any Third-Party For Damages, Including Lost Revenue, Lost Profits, Or Other Incidental, Consequential, Punitive Or Special Damages In The Event Of An Unreported Error. During And After Initial Design, Our Work Will Be Subject To Many Vagaries Of Technology And Internet Reliability Or Lack Thereof. If You Notice A Problem, Please Advise Us Immediately. If It Is Under Our Control and Within Scope Of Our Agreement Then We Will Fix It Promptly. Otherwise, We Will Propose Alternative Solutions.
If Any Provision Of This Contract Shall Be Unlawful, Void, Or For Any Reason Unenforceable, Then That Provision Shall Be Deemed Severable From This Contract And Shall Be Severed, Without Affecting The Validity And Enforceability Of Remaining Provisions.
Refunds / Limitations of Liability
We Provide Professional Services According To Industry Standards. We Always Do Our Best To Provide What Was Requested, To The Best of Our Understanding. However, Internet Technologies Present So Many Moving Parts In Such A Fast-Changing And Ever-Changing Environment That Nobody Can Predict All Possibilities or Unintended Consequences. All Payments are Final. No Refunds. The Limit For Any Liability For Any Claim Whatsoever Will Be $1.00.
Hold Harmless and Indemnification
You, As Client, Agree To Hold Harmless And Indemnify Us and All Agents And Assigns For Any Claims Arising From Work Where We, to the Best of Our Ability, Provide Services In Accordance With This Agreement, and/or Use Material Provided By You, and/or Follow Your Instructions as We Understand Them.
You And We Agree That Any Disputes Must Be Submitted To Binding Arbitration By A Member Of The American Arbitration Association Before Filing Any Lawsuit or Demanding Any Refunds From Banks or Other Financial Service Providers Involved In Payments Made.
Except As Otherwise Agreed Herein, Our Agreement To Perform Under This Contract May Be Transferred To Somebody Else With Our Permission, Which Shall Not be Unreasonably Withheld.
This Contract Is Automatically Renewed or Extended Every Time A Client Makes Another Payment.
Cancellation Or Termination
This Contract May Be Cancelled By Written Notice, or by Operation of Law Upon Failure to Pay As Agreed, or by Financial Insolvency or Acts of God Making Further Service Impossible. If, At Any Time, You Are Not Happy With The Direction Our Work Is Taking, You May Cancel Service Owing Only What Has Been Paid So Far. Should You Want Our Work Released To You Or Some Other Provider For Further Use, This Will Be Done If You Have Paid In Full Until That Point As Agreed.
Binding Contract / State Of Ohio
Although The Language Of This Agreement Is Simple, The Intentions Are Serious And This Contract Is A Legal Document Enforceable Under Exclusive Jurisdiction Of Ohio Law.
What’s Not Included In Our Quotes
Unless Otherwise Noted Or Agreed: Per Copy Writing, Graphic, Web Design / Development / SEO Industry Practices, The Following Are Not Included in ‘Design’ or ‘Writing’ Quotes: Domain Registration, Web Hosting, Email Marketing Services, Email Campaign Management, Third Party DNS Management, Out Of Pocket Costs For Images, Videos, Third Party Applications, Custom Programming, Texting Interfaces, And Any Other Procurement or Management Services Not Generally Understood As Part Of “Design”, “Writing” or “SEO” services.
We Prefer Domain Registration, DNS Management, Web Hosting, And Email Services Be Done Through Us (At Our Competitive Rates) So That Our Work And Your Results Are Not Subject To Failure Caused By Changes In A Third Party Service. In The End, This Is Your Choice, subject to the understanding that we are not responsible for failure of third party services, and that working on other providers platforms such as hosting or email servers or other services may slow our work.
Our Current Rates For Services Not Included
- Domain Registration / DNS Service is $19.99 / Yr / Domain
- High Availability Hosting for One Web Site Hosting & Email w/ 10 Addresses and Up To 5 GB of Storage or Bandwidth Transfer shall be $14.99 / Mo / Domain
- Premium High Availability Hosting for Multiple or Larger Sites or High Traffic Web Sites shall be Priced As Follows:
- Sites Including Email, Up to 500 MB of Storage, and/or 2 GB of Bandwidth Transfer shall be $19.99/mo
- Sites Including Email, Up to 5 GB of Storage and/or 10 Gb of Bandwidth Transfer shall be $24.99/mo
- Sites Including Up to 10 Gb of Storage and/or 20 GB of Transfer shall be $29.99/mo
- Sites Including Over 10 Gb of Storage and/or Over 20 GB Total Transfer, and/or Using a Disproportionate Level of Server Resources Shall be Reasonably Offered According To Prevailing Rates In The Industry
Time May Change Things
The Only Constant In Our Day And Age Is Change. Technology And Other Events Beyond Our Control May Call For Changes In Our Services, Processes, Terminology, Methodology, Or Delivery And Execution. Our Terms of Service or Rates are Subject to Change Without Notice in Order to Accommodate Changes in Technology or the Cost Thereof. Schedules May Change In the Event We Do Not Receive Text or Materials When Needed. If Text or Materials are Received After Missing a Scheduled Work Session, Then the Work Will be Scheduled For our Next Available Time. Such Changes Will In No Way Compromise Our Effort To Fulfill The Goals And Spirit Of Our Obligations Under This Agreement. We Think You’ll Be Happy With Our Service Even If Evolves Over Time.
All Official Correspondence Regarding This Contract Should Be Via Email As Follows:
- To Us: email@BigMarketingSolutions.com, subject to change on written notice.
- To You: The email address used most often in correspondence between us, subject to change on written notice.
But Where’s All The Horrible Small Print?
We Try To Avoid Horrible Small Print. We Think This Is A Simple But Fair Agreement.
All Parties Should Print and Keep A Copy For Their Records So They Can Refer To It If Needed.
For Hosting Accounts, See Also Terms Of Hosting Service: Incorporated By Reference Herein Regarding Hosting Service and Client Responsibilities For Self Managed Websites, Hosting, Blog, and Email Accounts.