Gonzo Strategies Terms & Conditions
For the purposes of this agreement, the term “Designer” refers to Gonzo Strategies, as well as any of strategic partners or sub-contractors engaged by Gonzo Strategies on your behalf. If you (“Client”) engage any of our partners directly, the partner’s terms and conditions will also apply.
1. Payment Terms: Unless previous arrangements are made, all projects over $100 require fifty percent (50%) deposit before work is begun. Deposits are non-refundable. All invoices are due upon receipt unless other terms have been arranged. Balances more than 30 days overdue may be assessed interest charges on any overdue balance at the maximum rate allowable by law, currently 6% annual percentage rate. In the event of account delinquency, Client is responsible for all collection costs, including attorney’s fees and court filing fees which may be incurred as a result of collection efforts. Personal checks, business checks, cash, Mastercard, and Visa are accepted for payments. Additionally, a link for making online e-check payments through Intuit Payment Services is provided on each invoice. There is a forty dollar ($40) service charge on all returned checks to be paid in cash or by certified funds.
2. Project Scheduling & Project Dormancy: Project scheduling will begin once your executed agreement and any required deposits have been received. If you have any deadlines, please let us know as soon as possible. Timelines are contingent on Client’s responses and approval of concepts, edits, and information needed from Client to keep the project moving forward. Gonzo Strategies (Designer) cannot be held responsible for delays caused by non-responsive clients. If your project needs to be expedited after a timeline has been agreed upon, rush charges may apply. Should your project lay dormant for more than 60 calendar days due to Client delay, Client will be billed for the remaining balance of the work performed, which will be due upon receipt. Once the project has been placed in dormant status, a $150.00 reactivation fee will be required to reactivate the project. Once a project is reactivated a new timeline will be provided.
Project Completion: Average web design/renovation projects of the type outlined in this Agreement typically require a minimum of two to six weeks for completion. Client understands that unforeseen obstacles, technical difficulties beyond Designer’s control or any lack of preparedness, follow-through, or miscommunication on the part of Client as determined by Designer in its sole discretion may increase the time needed for project completion. By the same token, Client’s preparedness and timely responses to questions, requests and communications from Gonzo Strategies (Designer) may help reduce the time required for project completion.
3. Additional Work/Changes to Project Scope: New work requested by the Client and after the quoted proposal has been approved, is considered a Change Order, and will be billed accordingly. If the job changes to an extent that substantially alters the specifications described in the original quoted proposal, a revision memo will be submitted to Client, and a revised additional fee must be agreed to by both parties before any further work proceeds. Alterations and other changes requested after project completion are considered to be new work and will be billed at standard hourly rate.
4. Creative Development: Designer warrants and represents that, to the best of our knowledge, the creative work developed is original and has not been previously published, or that consent to use has been obtained in writing on an unlimited basis. Client expressly agrees that it will indemnify and hold Designer harmless for all liability caused by the Client’s use of creative products designed by Designer, to the extent of such use infringes on the rights of others. Should you have any concerns about your creative product please consult an attorney who specializes in intellectual property. We will gladly furnish a referral to an intellectual property attorney upon request.
5. Submission of Artwork & Intellectual Property: Client warrants that all photos, artwork, and intellectual property submitted to be used by Designer is (a) owned by you, or (b) you have the authorization to use it without violating any copyright, trademark, or any other intellectual property laws. Client is solely liable for any legal action that should arise from artwork submitted by Client. Client expressly agrees that it will indemnify and hold Designer, Designer’s company, and strategic partners, harmless for all liability caused by the Client’s use of photos/artwork/intellectual property to the extent of such use infringes on the rights of others. Furthermore, Designer assumes the Client has the legal right to use and reproduce all content (verbiage, photography and images) provided for the project. It is the Client’s responsibility to conduct a copyright or federal trademark registration search and, if desired, register any logos provided by Designer as a company trademark. Please note that not all original logos can be trademarked, but this does not preclude using the mark as a logo. It is the Client’s responsibility to contact the U.S. Patent and Trademark office or employ other methods to ensure legal compliance with intellectual property laws. Should you have any concerns about your creative materials please consult an attorney who specializes in intellectual property.
Client agrees to exercise due diligence in any direction to Designer regarding preparation of materials, and must be able to substantiate all claims and representations. Client is responsible for all trademark, service mark, copyright and patent infringement clearances. Client is also responsible for arranging, prior to service, any necessary legal clearance, including photo releases, of materials used.
6. Accuracy: Client agrees that the accuracy of information supplied to Designer is the sole responsibility of Client, and that Designer is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by Client. Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing for accuracy. Designer will not be held liable for typographical omissions or errors.
7. Corrections: For website projects, corrections (specifically typos) will be made at no charge if they are brought to Designer’s attention within 30 (thirty) days after project completion and acceptance. After 30 (thirty) days, corrections will be considered billable website maintenance. Corrections are not to be construed as changes.
8. Ownership of Creative Work: Until payment has been made in full Designer retains full ownership of all creative work developed for Client. Once final payment has been made, ownership of content and operation of creative work will belong solely to Client, with the exception of licensed work detailed in section 5. Designer reserves the right to use concepts and creative work developed for Client in Designer’s marketing materials, case studies, social media, and promotions as examples of our work. For website projects, Designer reserves the right to include design credit with a link to the Designer’s website in the footer of the website. Should Client wish to restrict promotional use of creative developed for Client, written requests must be presented to Designer.
9. License: Client is granted license for personal or business use only of content and operation creative work produced by Designer. Work products and designs may not be altered, resold or marketed for resale unless a sale of full rights is negotiated or express permission is granted in writing by Designer. License is granted only with full compliance of all terms of this Agreement. Non-payment, incomplete or late payment, or any other breach of any part of this Agreement will result in immediate revocation of all licenses and permissions.
10. Indemnification/Release of Liability: Client shall indemnify, defend and save Designer harmless from any and all suits, costs, damages or proceedings, including, but not limited to, Designer’s services, pertaining to any and all litigation in which Designer is a party. Client shall pay all expenses incurred by Designer in defense of such claims, including, but not limited to, all attorneys’ fees, court costs, expenses, lost income, and expenses incurred, should Designer be named a party in any litigation to which Client is a party. Designer will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruption, loss of information, or plagiarism.
11. Applicable Law/Venue: This Agreement shall be governed by and construed according to the laws of the State of Texas, and shall not be construed against the drafter. The parties agree that any suit or action relating to this Agreement shall be instituted and commenced exclusively in Tarrant County, Texas, and the parties hereby waive the right to change such venue and hereby consent to the jurisdiction of such courts.
Terms & Conditions Effective 7/26/2015
Website and Data Security Addendum
We provide you this disclosure for your business security: In the ordinary course of business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our clients, suppliers, and business partners, and sometimes the personally identifiable information of others. Despite normal security measures, we may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.
Because of these risks, we have taken steps designed to improve the security of your website and social media networks. Despite these defensive measures, your information cannot be guaranteed to be completely invulnerable to cyber threats, viruses or hackers.
We highly recommend you invest in the security upgrades and maintenance packages we might suggest for your business. We also suggest you consider cyber risk insurance to guard against costs associated with any potential breach. There are also some simple and effective Best Practices for you to consider implementing at the end of this addendum.
We believe that these additional measures are expenses well worth the protection of your information.
Addendum
1. Definitions.
”Personal Information” means information provided to Designer by or at the direction of Client, or to which access was provided to Designer by or at the direction of Client, in the course of Designer’s performance under this Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, biometric, health, medical or medical insurance data, answers to security questions and other personal identifiers), in case of both subclauses (i) and (ii), including, without limitation, all Highly-Sensitive Personal Information. Client’s business contact information is not by itself deemed to be Personal Information.
”Security Breach” means (i) any act or omission that materially compromises either the security, confidentiality or integrity of Personal Information or the physical, technical, administrative or organizational safeguards, or (ii) receipt of a complaint in relation to the privacy practices. Without limiting the foregoing, a material compromise shall include unauthorized access to or disclosure or acquisition of Personal Information.
2. Standard of Care.
(a) Designer acknowledges and agrees that, in the course of its engagement by Client, Designer may receive or have access to Personal Information. Designer shall use reasonable care in its collection, receipt, transmission, storage, disposal, use and disclosure of such Personal Information.
(b) Personal Information is deemed to be Confidential Information of Client and is not Confidential Information of Designer.
3. Client Responsibilities.
(a) Client acknowledges and agrees that Client shall use reasonable care in its collection, receipt, transmission, storage, disposal, use and disclosure of such Personal Information and be responsible for the unauthorized collection, receipt, transmission, access, storage, disposal, use and disclosure of Personal Information under its control or in its possession.
(b) Client agrees to provide Designer with updated password, account, and contact information, even if such information is changed by third party providers, in a timely and reasonable manner.
(c) Client acknowledges and agrees Client is ultimately responsible for decisions made in regards to the resources and referrals we may provide you. Client takes responsibility for its own decisions in this regard and, while Designer may facilitate Client’s relationship with a third party provider, Client is responsible for their own decisions.
4. Security Breach Procedures.
(a) Notifications:
(i) Designer shall notify Client of a Security Breach as soon as practicable after Designer becomes aware of it; and
(ii) Client shall notify its own customers about a Security Breach, if any, affecting its own customers; Designer shall not be under any duty to Client’s customers about such Security Breach.
(b) Immediately following Designer’s notification to Client of a Security Breach, Client shall be responsive and coordinate with Designer about the further handling of the matter, if any. Designer will use reasonable and necessary means to control and remedy the Security Breach. Client agrees and acknowledges Designer has no control over the internet and third parties, which may cause delays and changes to Client’s site.
(c) Client agrees that Designer’s actions to control and remedy the Security Breach are billable to Client along with expenses, if any.
4. Indemnification. Client shall defend, indemnify and hold harmless Designer, including its subsidiaries, affiliates, and its respective officers, directors, employees, and agents from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or resulting from any third-party claim against Designer arising out of or resulting from a Security Breach.
5. Limitation of Liability.
5.1. No Consequential or Indirect Damages. IN NO EVENT SHALL DESIGNER OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO THE CLIENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, SALES, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE CLIENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.2. Maximum Liability. IN NO EVENT SHALL THE DESIGNER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO DESIGNER PURSUANT TO THIS AGREEMENT IN THE YEAR PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
5.3. Sole Remedy. THIS SECTION SETS FORTH THE CLIENT’S SOLE LIABILITY AND ENTIRE OBLIGATION AND THE CLIENT’S EXCLUSIVE REMEDY FOR ANY ACTION THAT IS BROUGHT AGAINST DESIGNER FOR A SECURITY BREACH.
6. Best Practices.
While this information is not exhaustive, it is informative on how to protect your business against Security Breaches: