GENERAL WORKING AGREEMENT—This document defines the terms of service of our working relationship. This agreement may be updated from time to time. In the event of updates to this agreement, Spartan Media will notify clients via email. It is the responsibility of the client to review the changes online. Continued use of Spartan Media’s services constitute agreement with the updated Terms of Service.
All projects or services that Spartan Media may be contracted to produce or provide for client will be subject to the following:
WORKING/BILLING PHASES—Concept revisions outside the scope of the original project, extensive alterations, or changes in objectives may result in additional charges and adjusted timelines. Any canceled project will be billed for phases and/or portions of phases that have been completed by Spartan Media and any applicable kill fees. For each project, client will receive a proposal/estimate outlining the scope of the project and payment schedule. We will begin work upon client’s approval of the estimate after receiving payment. Your approval will constitute a binding agreement with Spartan Media.
NON-DISCLOSURE—Both Spartan Media and client agree not to disclose any confidential information, trade secrets, procedures, methods or other intellectual property owned or controlled by the other party, and to employ all reasonable measure to adequately protect and secure said information. The nondisclosure provisions of this agreement shall survive the termination of this agreement, and the receiving party’s duty to hold confidential information in confidence shall remain in effect until specifically released, in writing, by the owner of applicable information.
PROJECT INFORMATION—In the event that Spartan Media requires certain information and/or files to complete client’s project, client agrees to provide information and/or files within thirty (30) days. If the client does not provide the necessary information, Spartan Media will complete the project to the best of its ability with the information and/or files that they have been provided at that point. This will constitute completion of the project and the full balance will be due.
REVISIONS AND ALTERATIONS—Unless otherwise noted in writing, design projects will include one original concept and up to three rounds of revisions to those concepts. Additional concepts or revisions requested by client and performed by Spartan Media will result in additional charges. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a proposal revision (email) to you, and a revised additional fee must be agreed to by both parties before further work proceeds. Revisions, alterations and other changes requested after the design has been approved, or during rush periods, holidays, after hours or on weekends will result in additional charges.
PRODUCTION SCHEDULES—Production schedules will be established and adhered to by both client and Spartan Media, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the client or Spartan Media. Where production schedules are not adhered to by the client, final delivery date or dates will be adjusted accordingly.
PAYMENT—Upon endorsement of this agreement, Spartan Media will process your non-refundable payment. In the event that you choose to cancel your project, you will be billed for any work that has been completed up to that point and a 50% kill fee. In the event that you fail to pay any balances due or reverse any charges, you will be personally liable for the original balance, plus any additional penalties, interest, collection, court and attorney’s fees. Past due invoices will incur a late charge of either $250 or 10%, whichever is greater, of the original balance, and interest on past due balances accrues at 18% per annum or 1.5% per month. Under no circumstances will we issue a refund for any work performed. Any work performed on an hourly basis under a standard deadline will be billed at $300/hour, and work performed under a rush deadline will be billed at a 50% surcharge. Web design projects will be billed at 50% prior to beginning, followed by 30% upon whichever occurs first; either moving into the development phase or four weeks after the project start date, and the remaining 20% upon whichever occurs first; prior to migration to the client’s server or eight weeks after the project start date. Graphic design projects will be billed at 50% prior to beginning, followed by 30% upon whichever occurs first; either moving into the design phase or four weeks after the project start date, and the remaining 20% upon whichever occurs first; prior to turning final files over to client or eight weeks after the project start date.
NONCIRCUMVENTION; INTERFERENCE—During the term hereof and for 2 years after termination hereof, client will not engage or attempt to engage with any media contacts first presented to client by Spartan Media, or pitched by Spartan Media on behalf in a manner that circumvents Spartan Media’s interests, nor will client otherwise cause harm to Spartan Media’s reputation or relationships. Actual damages arising from client’s actual or threatened breach of this section being difficult or impossible to determine, the same will incur liquidated damages of $10,000 per occurrence.
CLIENT WARRANTY—Client hereby represents and warrants to Spartan Media that all information provided or disclosed by client to Spartan Media is and will be true and correct as of the date of disclosure. If any harm or damages whatsoever accrue to Spartan Media by virtue of client’s material breach, then Spartan Media shall thereupon bear no further obligations to client.
ERRORS AND OMISSIONS—It is the client’s responsibility to check proofs and work produced carefully for accuracy in all respects. Spartan Media is not liable for errors or omissions. Your approval (verbal or email) or that of your authorized representative is required prior to release for printing or other implementation.
COMMUNICATION—Any communication may be documented and stored digitally. This includes, but not limited to, emails, project management logs, text messages, telephone calls, Zoom meetings, and in-person meetings.
LIEN—All materials or property belonging to the client that are in the possession of Spartan Media, as well as any work performed, will be retained by Spartan Media as security until all just claims against the client are satisfied. In the event of nonpayment, we retain the right to remove any files that we have created or edited from your server or other systems. Spartan Media is not liable for any loss or expense (including attorney’s fees) incurred by client that arises as a result of this action.
RIGHTS OF OWNERSHIP—Once a project has been fully paid for and delivered to the client, Spartan Media will transfer ownership for the use(s) described in the proposal to the client. This does not include delivery of raw design files (such as, but not limited to Photoshop, Illustrator, or InDesign files). We reserve the right to photograph and/or distribute or publish for our promotional and marketing needs, any work we create for you, including mock-ups, case studies and comprehensive presentations, as samples for our portfolio, newsletter, brochures, presentations and similar media. We reserve the right to discard all files in our possession upon completion or termination of the project.
TERMINATION—The terms of this agreement will continue until terminated by either party via written notice. All PR campaigns require a six month commitment. Upon termination of this agreement, Spartan Media will transfer to client all your property and materials in our control and for which you have paid. Client will indemnify and hold Spartan Media harmless for any loss or expense (including attorney’s fees), and agree to defend Spartan Media in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertions made against client and any of its products and services arising from the publication of materials that we prepare and you approve before publication.
ADDITIONAL PROVISIONS—The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of Florida applicable to agreements entered into and performed in the State of Florida, and may not be modified in any respect except in an executed agreement.
