Terms & Conditions

 

Introduction. The Proposal for Services (the “Proposal”) is subject to Zone Creative Group’s (the “Company”) standard Terms and Conditions, listed below. The “Client” – the individual, company, legal entity, or other authorized representative – should review these Terms and Conditions before commencing any project with Zone Creative Group. Please contact an attorney if you do not understand any of the terms herein. Please note that from time to time, Zone Creative Group may alter or amend these Terms and Conditions without notice.

Acceptance and Time Limitation. All marketing service requests, related products, and activities placed with the Company, whether pursuant to a Proposal or if otherwise accepted by the Company, shall be subject to the terms and conditions herein set forth. Unless otherwise expressly agreed to in writing, these terms and conditions shall not be modified or changed without the express written consent of the Company. These terms and conditions, along with the Proposal and any attached schedules, embody the entire agreement between the Company and the Client (the “Agreement”). A Proposal not accepted within thirty (30) days of delivery is void, and a new proposal is subject to change in the Company’s sole discretion.

Fees for Service. All prices and fee schedules for services provided shall be set forth in the Proposal. Additional services outside of the scope of work outlined in the proposal shall be billed at normal hourly rates.

Payment, Property and Risk. Payment shall be made to the Company immediately upon receipt by customer of invoice. All late payments are subject to an interest charge of 1.0% monthly. In the event the Company commences collection efforts, the Company shall be reimbursed by the Client for all costs and expenses incurred in connection therewith including without limitation reasonable attorney’s fees. As security for payment of any sum due under the terms of an agreement, the Company has the right to hold and place a lien on all Client property in the Company’s possession. This right applies even if credit has been extended, notes have been accepted, trade acceptances have been made, or payment has been guaranteed. Client claims for defects, damages or shortages must be made by the Client in writing no later than ten (10) calendar days after delivery. If no such claim is made, the Company and the Client acknowledge that the job has been accepted and finalized and the Company’s performance has fully satisfied all terms, conditions, and specifications.

Limitation of Liability. The Company warrants that the quality of services provided pursuant to a quote/purchase order shall be consistent with common marketing industry standards and sound business practices. The Company’s liability shall be limited to the Proposal price for all work performed pursuant to the Proposal and hereunder without additional liability for special or consequential damages. THE COMPANY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE PRODUCT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING OUT OF TRADE USAGE OR A COURSE OF DEALING OR COURSE OF PERFORMANCE.

Confidentiality. Any proposals, visuals, quotes, reports, and valuations, which have been produced by the Company, are to be treated confidentially and must not be disclosed to any third party.

Production Schedules. Production schedules will be established and followed by both the Client and the Company. In the event that the Client does not adhere to production schedules, delivery dates will be subject to renegotiation.

Pause Clause. If a Client deliverable – such as input, approvals, or payment – is late more than ten (10) business days, the project will be considered “on hold.” Once the deliverable is received and the project is re-activated, it will be rescheduled based on the Company’s workload and availability at that time.

Rush Jobs. Due to the high demand for its services, the Company’s time is occasionally booked out for days and weeks in advance. However, during such periods, if the Client should have a new project that requires quick turnaround to meet a crucial and imminent deadline, the Company has the capacity to prioritize new jobs. In such cases, additional fees may be applicable depending on available staff resources. For urgent jobs requiring completion within 6-8 hours, an additional loading of 60% of the total job estimate costs may be applied. For jobs requiring same day completion (within 24 hours) an additional loading of 40% of the total job estimate costs may be applied. For jobs requiring completion within 48 hours, an additional loading of 20% of the total job estimate costs may be applied.

Creative Work. Sketches, copy, dummies, and all other creative work developed or furnished by the Company are the Company’s exclusive property until date of payment in full by the Client. The Company must give written approval for all use of this work and for any derivation of ideas from it.

Portfolio Use. The Client agrees to allow the Company to showcase any and all work created in the course of a project as part of the Company’s portfolio. The Company acknowledges the confidential nature of projects and agrees to only display project work once it has been publicly launched. The Company reserves the right to use all artwork produced, concepts produced in the course of the project (including those concepts not selected), and revisions for the purposes of promoting the Company in print or digital media portfolios, social media and blogs, except where the Client has specifically requested in writing otherwise.

Accuracy of Specifications. Prices in the Proposal are based on the accuracy of the specifications and information provided by the Client. The Company can re-quote a job at time of submission if new additional information provided by the Client does not conform to the information on which the original quotation was based.

Maintenance. It is the Client’s responsibility to maintain a copy of the original files created by the Company and maintain its own marketing services, including websites, unless otherwise agreed to by the parties. The Company is not responsible for accidental damage to media supplied by the Client or for the accuracy of furnished input or final output. Until the Company can evaluate digital input, no claims or promises are made about the Company’s ability to work with jobs submitted in digital format, and no liability is assumed for problems that may arise. Any additional translating, editing, or programming needed to utilize customer-supplied files will be charged at prevailing rates and considered additional work.

Indemnification and Defense. The Client agrees to indemnify, defend and hold the Company, its affiliates and their respective employees, officers and directors harmless from and against any and all claims, damages, costs, expenses and other liabilities (including attorney’s fees and other costs of investigation and defense) caused by or arising out of the Client’s acts or omissions related to the performance of its obligations under this Agreement or its use of the services described in the Proposal.

Copyrights. The Client warrants that the subject matter to be printed in any related marketing materials is not copyrighted by a third party. The Client recognizes that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. The Client further warrants that no copyright notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, the Client agrees to indemnify and hold the provider harmless for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided. The Client further warrants that the work does not contain anything that is libelous or scandalous, or anything that threatens anyone’s right to privacy or other personal or economic rights. The Client will, at the Client’s sole cost and expense, promptly and thoroughly defend the Company in all legal actions related to these matters and the Client will use its best efforts to: (i) promptly notify the Company of the legal action and (ii) give the Company reasonable time to undertake and conduct a defense, provided, however, a failure to do either shall not release the Client from its obligations to defend the Company as provided herein. The Company reserves the right to use his or her sole discretion in refusing to print anything he or she deems illegal, libelous, scandalous, improper, or infringing upon copyright law.

Force Majeure. The Company shall not be liable for any loss or damage caused by non-performance or delay in performance of any of its obligations under the Agreement where the delay or nonperformance is due to any cause beyond the Company’s control, including (without limiting the foregoing): Acts of God, pandemic, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike, or other action taken by employees or others in contemplation or furtherance of a dispute or owing to any inability to procure materials or services required for the performance of the Agreement. In such event the Company may terminate or suspend the Agreement with no liability for loss or damage thereby occasioned.

No Assignment. The Client may not assign or transfer this Proposal or any of the Client’s rights or obligations hereunder without the prior written consent of the Company.

Interpretation. This Agreement constitutes the sole and entire agreement between the Client and the Company with regard to the subject matter hereof. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain, or vary any of the terms of this Agreement.

Agreement. Acceptance of, or acquiescence in, a course of performance rendered under this Agreement or any prior agreement shall not be relevant or admissible to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and an opportunity to make an objection. No representations, understandings, or agreements have been made or have been relied upon in the making of this Agreement other than those specifically set forth herein.

Waiver. No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing, of subsequent date hereto, and signed by the party to which it is attributed. No consent by a party to, or waiver of, a breach or default by the other, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default.

Partial Invalidity. If any provision of the Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction and venue, then such invalidity or unenforceability shall not invalidate or render the Agreement unenforceable, but rather the Agreement shall be construed as if not containing the invalid or unenforceable provision. However, if such provision is an essential element of the Agreement, then the parties shall promptly attempt to negotiate a substitute therefor.

Governing Law. This Agreement and any services and contracts performed hereunder shall be governed by the laws of the State of New Hampshire, without regard to conflicts of laws rules or rulings and regardless of the location of the Client. Any and all disputes, actions or litigation must be brought exclusively in New Hampshire federal or state Courts and the Client consents to the exclusive jurisdiction of the federal and state courts located in New Hampshire, submits to jurisdiction there, and waives the right to request a change of venue. Notwithstanding the foregoing, the Company may seek equitable relief or legal damages in any jurisdiction and venue of its choice.

Taxes. All amounts due for taxes and assessments will be added to the Client’s invoice and are the responsibility of the Client. No tax exemption will be granted unless the Client’s “Exemption Certificate” (or other official proof of exemption) accompanies the purchase order. If, after the Client has paid the invoice, it is determined that more tax is due, then the Client must promptly remit the required taxes to the taxing authority, or immediately reimburse the provider for any additional taxes paid.

ADA Compliance. For website projects, the Company will make all efforts to ensure that all work performed, designs suggested, templates used, and functionality developed by the Company will follow the WCAG 2.1 AA guidelines that are accurate at the time of the Client signing the Proposal. Accessibility of content added to the site by the Client, such as video and images, are the responsibility of the Client. Any design changes or decisions requested by the Client that the Company identifies as a potential violation of any of the WCAG 2.1 AA standards will be made with the knowledge that the Client takes full responsibility for such decisions.

If the Company claims the website satisfies the applicable WCAG standard, and it is later determined by the Client that any part of the website is not in compliance, the Client will promptly inform the Company of the noncompliance in writing no later than ten (10) calendar days after delivery, and the Company shall remediate the issue within a thirty (30) day time period. If the Company fails to make the remediation, the Client may, in addition to any other rights or remedies: (a) perform the work independently with or without an alternate outside contractor (b) cancel the contract (or the specific deliverable) without termination liabilities.

GDPR Compliance. For website projects, the Company will make all efforts to ensure that all work performed and functionality developed by the Company will following the General Data Protection Regulation (GDPR) standards that are accurate at the time of the Client signing the Proposal. Data collection elements added to the site by the Client, such as scripts and pixels, are the responsibility of the Client. Decisions requested by the Client that the Company identifies as a potential violation of any of the GDPR standards will be made with the knowledge that the Client takes full responsibility for such decisions.

If the Company claims the website satisfies the applicable GDPR standard, and it is later determined by the Client that any part of the website is not in compliance, the Client will promptly inform the Company of the noncompliance in writing no later than ten (10) calendar days after delivery, and the Company shall remediate the issue within a thirty (30) day time period. If the Company fails to make the remediation, the Client may, in addition to any other rights or remedies: (a) perform the work independently with or without an alternate outside contractor (b) cancel the contract (or the specific deliverable) without termination liabilities.

Cancellation and Termination. The Client may terminate this Agreement only upon delivery of written notice to the Company and upon payment to the Company of reasonable and proper termination and cancellation charges including, but not limited to: (a) all fees for services performed and all costs theretofore incurred by the Company in connection with services performed at the time of the Company’s receipt of such written notice of termination or cancellation; (b) an amount equal to the Company’s expected profits on all such cancellations; and (c) the expenses incurred by the Company by reason of such termination or cancellation, including reimbursement for any changes arising from termination of subcontract claims. All rights and remedies of the Company hereunder are cumulative and not alternative.