1. Introduction

1.1  These terms and conditions shall apply to all projects, campaigns, and other services set out in the quotation, invoice, or contract provided by/with Stephens Consulting. The Client shall not be entitled to rely on any representation or warranty, express or implied, which is not contained herein.
1.2  Approval of these terms and conditions is implied by signing contracts with and/or making payment to Stephens Consulting.

 

2. Definitions
In these terms and conditions, the following words shall have the meanings given in this clause:

2.1  ‘Stephens Consulting’ means Stephens Ltd. T/A Stephens Consulting, address P.O. Box 569, Savannah, Cayman Islands, KY1-1502
2.2  ‘Firm’ refers to Stephens Consulting
2.3  ‘Client’ refers to the person or company that has hired Stephens Consulting to execute one or more of our services.
2.4  ‘Retainer’ refers to a contract under which Stephens Consulting agrees to provide ongoing services for a fixed number of days/hours per month, or a fixed service every month (or at such other intervals as shall be agreed.)
2.5  ‘Retainer Client’ refers to clients with retainer contracts.
2.5  ‘Project Client’ refers to clients that hire Stephens Consulting for a one-off project.
2.6  ‘Services’ refers to the services set out in the proposal, quotation, invoice, or contract.
2.7  ‘Deliverable’ means the services and/or materials to be supplied by the Firm under the contract agreement or approved invoice.
2.8  ‘Contract’ means the agreement whereby the Firm carries out any services instructed by the Client.

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3. Force Majeure

The Company shall not be liable for any delay or failure in the performance of its obligations under this agreement which is due to or results from any circumstances beyond its reasonable control. In any such event, the Company shall be entitled to delay or cancel delivery of the Agreement.

4. Stephens Consulting’s Responsibilities

4.1  To provide exceptional service and work product. 
4.2  To make the Client aware of publication deadlines needing approval.
4.3  To advise the Client of any anticipated interruption or delay in service. If the Firm is unable to deliver a product or service within an agreed timeframe, it is the duty of the Firm to notify the Client in writing as soon as reasonably possible with a view to developing a plan to move forward.

5. Client Responsibilities

5.1  To submit work requests in a reasonable and timely manner giving the Firm sufficient time to properly produce, revise, and execute the work in an exceptional manner in consideration of the competing priorities of other clients. 
5.2  To review all materials sent prior to publishing and provide approval and/or comments for revisions within a reasonable time or such time specified by the Firm. The Firm will not be responsible for any delays, misrepresentations or reputational damage caused as a result of the Client failing to provide required approvals or address errors. Publishing includes but is not limited to any materials being made public by digital posting or materials being sent to a third-party vendor for printing.
5.3  To manage payments in a timely manner. If the Client is unable to pay due to financial or emergency circumstances, it is the duty of the Client to notify the Firm in writing with a view to developing a plan to move forward. This may be the suspension or reduction of services until payments can be made. Such agreement is at the discretion of the Managing Director of the Firm.
5.4  To provide the Firm with all the necessary files and documentation required to complete the project – work will commence once all the files have been received.
5.5  All communication with the Firm should be done by email or in meetings with a follow-up in writing by email.
 

6. Revisions

6.1  Each project allows for two revisions to be made – should you require more revisions, there will be an additional fee for this service. 
6.2  It is the Client’s responsibility to clearly communicate changes in a precise manner, allowing the Firm to produce the best possible work to meet your goals.

 

7. Payment Terms

7.1  Retainer Clients: 

i.  The first month’s payment is due upon signing the Retainer Agreement. Once payment is received, the Firm will begin the agreed-upon work.
ii.  Monthly invoices will be sent to the Client by the 25th day of the previous month, and payment to the Firm is due by the 1st day of the month while this agreement is in force. The Firm reserves the right to suspend services until all fees are paid in full.

7.2  Project Clients: Payment is due in full prior to work commencing.
7.3  Additional Work: All outstanding fees will have a 5% late fee added after 14 days. Any invoices that remain unpaid after 30 days will incur an additional 10% collection fee and the Firm reserves the right to suspend services until all fees are paid in full.
7.4  All payments are non-refundable.

8. Confidentiality
During the course of the project, it may be necessary for the Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Firm in order for the Marketing Firm to complete the requested services and prepare deliverables in their final form. The Firm will not share any of this proprietary information at any time. The Firm also will not use any of this proprietary information for his/her personal benefit at any time. This section remains in full force and effect even after termination of the Contract by its natural termination or the early termination by either party.

9. Working Hours & Rates

9.1  Regular appointment and working hours for the purpose of the Firm are Monday - Friday 9:00am - 5:00pm EST.
9.2  Weekends will be billed at a rate of time and half, and public holidays will be billed at a rate of double time.
9.3  Emergency requests will be considered at the discretion of the Managing Director taking into consideration the Firm's current workload and ability to produce a high quality of work within the timeframe requested.
 

10. Termination

Projects may be terminated in the following circumstances: 

10.1  Retainer Contracts: 
     -  Upon 30 days' notice by either party. Notice shall be in writing, addressed to the parties at the addresses on the contract, and delivered by email. In case of termination, the Firm shall make a reasonable attempt to finish work in progress. 
     -  For termination by the Firm - without 30 days’ notice, the firm forfeits the latest month’s invoice.
     -  For termination by the Client – without 30 days’ notice, the client owes the firm an additional month’s fee as compensation.
10.2  Project Clients:
     -  This Contract shall automatically terminate upon the Client’s acceptance of the deliverables.
10.3  Immediately by the Firm, where the Client becomes non-responsive or is in breach of the payment schedule by more than 30 days. The Client forfeits the right to be refunded and will remain responsible for paying any outstanding fees owed to the Firm.
10.4  Immediately by the Client, should the Firm become unresponsive or be in breach of its service obligations for more than 30 days. 
10.5  Neither party is responsible for any failure to perform its obligations under this contract if it is prevented or delayed in performing those obligations by an event of force majeure. If the parties are unable to resume normal business after 60 days the contract will be deemed terminated. Any outstanding invoices prior to the event will remain payable.
 

11. Representations and Warranties

11.1  The Client represents and warrants that they have the rights to use any proprietary information, including, but not limited to trade secrets, trademarks, logos, copyrights, images, data, figures, content, and the like that it may provide to the Marketing Firm to be included in the deliverables. In the event that the Client does not have these rights, the Client will repay any associated damages the Marketing Firm may experience or will take responsibility so that the Marketing Firm does not experience any damages.
11.2  The Marketing Firm shall complete the requested services for the Client’s purposes and to the Client’s specifications. The Marketing Firm does not represent or warrant that such deliverables will create any additional profits, sales, exposure, brand recognition, or the like. The Marketing Firm has no responsibility to the Client if the deliverables do not lead to the Client’s desired result(s).

12. Intellectual Property Rights

12.1  Once full payment has been made and the deliverables have completed and signed off, the ownership of the rights to the deliverables created will pass to the Client.
12.2  Third party materials, such as imagery, used in the deliverables may be subject to usage liabilities such as royalties and license fees. The Company shall procure such license as necessary for the use of third-party materials for use within the scope of the Proposal. The Client should obtain written consent from the Company for use of any part of the deliverables outside of the scope of the Proposal.
12.3  Unless otherwise stated in the Proposal, the Company reserves the continuing right to use any deliverables it produces for the promotion of its services.

13. Liability

13.1  The Company shall not be liable to the Client for any loss or damage, costs or expenses (whether direct, indirect, incidental or consequential and whether relating to loss of profit, loss of business, business interruption, loss of data, depletion of goodwill or other such losses), suffered by the Client which arise out of or in connection with the supply of the Service or their use by the Client.
13.2  The Client assumes all risks as to the suitability, quality, and performance of the Service.
13.3  The Company shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us or for our compliance with relevant statutory or regulatory requirements.
13.4  It is the responsibility of the Client to ensure that the deliverables comply with all laws, regulations and codes in all countries where the deliverables are used. The Client agrees to indemnify the Company against any costs arising from the use or misuse of the deliverables.
13.5  No verbal or written information or advice given by the Company or its dealers, distributors, employees or agents shall in any way extend, modify or add to these conditions.

14. Amendments
Should the Client choose to amend the project or retainer contract in anyway, the Firm requires all requested amendments be sent in writing. Amendments include but are not limited to changes in monthly Retainer hours, and the addition of services.

15. Additional Services

15.1  Retainer Clients: Should the Client require more hours per month, or the work goes beyond the agreed-upon timeframe, the Client will be notified in writing and shall advise whether the Firm should continue working or pause the work until the next month. All additional work will be billed at the Firm’s hourly rate and added to that month’s bill.
15.2  Project Clients: Should the Client require additional services, or the work goes beyond the agreed-upon timeframe, the additional work will be billed at the Firm’s hourly rate and added to that month’s bill.
 

16. Additional Expenses

Any expenses exclusive of normal overhead will be billed separately. Examples of such expenses are: stock images, shipping, handling and duty on items shipped for the Client, and printed materials such as business cards, flyers, and website fees such as domain, and hosting fees.

17. Work Product

All materials furnished by Client will remain the property of Client and will be returned upon request, or no more than 10 business days from the termination of this agreement provided all outstanding fees have been paid. The results of all work performed by the Firm for the Client, including original creative work, will remain the property of the Client. The Client may use this material in any way deemed appropriate. The Client agrees to allow the Firm, its assignees, and successors in title to use these materials in their portfolio unless specifically requested otherwise prior to payment being made.