Terms & Conditions
In lieu of an agreement on file between Agency (Rachel Leedom) and Client, these Terms & Conditions will serve as the terms of use when entering into a business agreement.
Effective as of January, 2024.
1.0 STATEMENT OF WORK
1.1 DELIVERABLES The purpose of this agreement is to provide (Website Design, Web Development, or Copywriting) services per the direction given to the Agency by the Client, and what was laid out in the proposal. The Agency will provide deliverables consistent with the final brand messaging and target audience.
Final deliverables will be consistent with the general length, format, topic, and specifics laid out in the discussions between the Agency and the Client.
The Client has final approval over all copy and suggested website edits. The Client retains the full rights to all copy and materials on their website.
2.0 MATERIALS FOR USE
2.1 CLIENT CONTENT Client agrees to provide any materials required by Agency in order to accomplish the goals as outlined in Clause 1.0. These materials include log-in information, sample copy from the Client for tone of voice, specific information regarding the Client’s business and services, and other relevant information necessary for the brand identity, website design, content strategy, and final website copy.
3.0 PAYMENT
3.1 PAYMENT TERMS The fee agreed upon by each party will be paid upfront in full, unless otherwise agreed to by both parties. If for any reason, the Client decides the project needs to extend beyond the initial scope, this will be discussed between the Client and the Agency before additional work is completed.
Payment can be made via Bonsai invoice, PayPa, Venmo, or Zelle to avoid fees for either party.
The Client agrees to accept Bonsai payment processing fees on their part. Processing fees will be added to the balance due, ranging between 2.9% - 3.25% of the invoice total.
3.2 EXPENSES The Client will reimburse the Agency's expenses if any are incurred. Expenses must be pre-approved by the Client. Reimbursement is subject to the following: Within this project, additional investment may be recommended such as advertising, premium fonts, or graphic design features. The Client is not required by this contract to carry out those recommendations. However, if the Client does decide to accept the Agency's recommendations, the Client is responsible for this investment. Advertising spend is not included in your project investment fee.
3.3 LATE PAYMENTS The Agency will invoice the Client in accordance with the milestones in Section 3.1. The Client agrees to pay the amount owed within 5 days of receiving the invoice. Payment after that date without communication will incur a late fee of 5.0% per month on the outstanding amount. If the client communicates an expected late payment before it is late, the Agency may remove late fees. Late fees cannot be removed after the late date. The Client can request to receive a payment reminder each month before their payment is due.
3.4 REINSTATEMENT This agreement will be in effect through the estimated completion date. In the event that The Client or The Agency must halt progress on the project for a short-term break, the agreement will remain in effect for 90 days. After the 90 grace period, a reinstatement fee may be required to resume work on the project.
4.0 IC STATUS
4.1 INDEPENDENT CONTRACTOR The Agency operates as an Independent Contractor under the laws of the State of California. The Client will not hold the Agency to employee status regarding specific schedules for communication methods, the timing of when work is completed specifically, or the final delivery other than the estimated due date as agreed.
5.0 CANCELLATION
5.1 NO REFUND POLICY Upon the signing of this agreement and receipt of funds to the Agency, no chargebacks or refunds, partial or in full will be provided.
Failure by the Client to provide required resources or system set up (access to brand resources, copy/design direction, design feedback, or product/service information) per the Materials For Use clause 2.0 does not entitle the Client to refunds or changes in terms.
Client is not permitted to make firsthand adjustments to the website design until the project is complete. In the event that the Client attempts to make any firsthand adjustments, they relinquish the right to termination of this contract on the grounds of Agency negligence.
Upon signing this agreement, the Client experiencing a change of direction in their needs or desires for this project does not entitle them to a refund, partial or in full.
5.2 RESULTS QUALIFICATION Public response, product sales, or any other goals set forth are not guaranteed through this agreement. The agreement is specifically set forth to deliver the items as described in the Statement of Work clause 1.0. Refunds will not be provided due to the ultimate effect that the agreed upon services have on the growth of the Client’s business.
6.0 RESERVATION OF RIGHTS Right for use under case studies, on social media, or the Agency portfolio is retained by the Agency. The Client retains all rights to their copy, website, or brand resources. The Client owns the copy and all brand assets and is not required to mention or credit the Agency in any way.
7.0 TERM AND TERMINATION. This agreement is ongoing until the work is completed. Either party may end this agreement for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the agreement and that it will end in 30 days. The agreement officially ends once that time has passed. The party that is ending the agreement must provide written notice. The Agency must immediately stop working as soon as it receives this notice unless the notice says otherwise.
If either party ends this agreement before it automatically ends as explained in the first sentence of this paragraph, the Client will pay the Agency a guaranteed termination payment in place of outstanding balances due, and the Client will reimburse the Agency for any agreed-upon, non-cancellable expenses. The Client will not be entitled to any refunds of previous amounts paid to the Agency.
8.0 DISPUTE Any and all disputes, concerns or issues will be communicated via email within 7 days of discovery. Upon written notice of any dispute that arises out of or relates to herein agreement, the parties shall attempt to resolve promptly by negotiation between the parties who have authority to settle the dispute. Each party retains the right to pursue in Small Claims Court, and shall be resolved in accordance with the rules of the State of California, with jurisdiction maintained in Sacramento County, State of California. Further, this arbitration provision shall apply only to disputes in which either party seeks to recover an amount of money (excluding attorneys’ fees and costs) that exceeds the jurisdictional limit of the Small Claims Court.
IN WITNESS OF, the parties hereto have agreed to all terms above and signed this agreement, effective in the county of Sacramento, California.