The following “Terms of Service” are a guide to help outline specific details and circumstances regarding work we are hired to do. Some items will not apply to the work we are doing together, others will. If you have any questions, please ask and we’ll be glad to clarify.
These Terms of Service apply to all work performed by Matthew Simpson (The Infusion Group, Inc.) and are hereby incorporated by reference into all Estimates, Scopes of Work, Project Proposals, Consulting Packages, and other “Work-For-Hire” documentation.
Scope of Work. The Scope of Work for this project includes applicable preparation; client interaction(s); consultation(s); design; creative services; programming; and/or technical implementation required to complete the work. The cost(s) outlined are based on information provided to-date, and may be inappropriate if additional information is forthcoming, or if specifications change. Project alterations, deviations, enhancements, development, feature requests, and other additional work not outlined within the original Scope of Work can add to the estimated project scope, including size, schedule, or development plan. The Client will be responsible for any such requested changes to the original Scope of Work. Pricing shown does not include any service priced separately on our web site, or additional expenses not specifically outlined within the Scope of Work.
Duration, Scheduling & Client Feedback. See individual components for estimated time frame(s). Client agrees to provide timely feedback and input on materials submitted for review by Infusion. Failure to do so may result in production delays and/or additional costs in order to maintain original schedule.
Client Supplied Materials. Client agrees to supply Infusion with any applicable artwork, photos, content, and/or other materials not developed by Infusion as a part of the Scope of Work, but required to complete tasks as outlined.
Rights Release & Copyright. It is Infusion’s standard practice to provide the Client with a Release of Rights to any creative work that Infusion produces. The details of these licenses and releases are outlined and detailed in the Scope of Work when applicable, or Client may request a specific Rights Release document where appropriate. The grant of any license or right of copyright is conditional on receipt of full payment for services rendered.
Expenses. Unless otherwise agreed in writing, all outside purchases requested by Client, are chargeable. Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, color printouts, illustrations, shipping and handling, courier, hosting services, domain name registration services, software licensing, or other related expenses. When applicable, Infusion will invoice for lodgings, meals, and transportation at cost. Reimbursement for mileage will be calculated at current IRS rates. Expenses are itemized on each invoice and are subject to Kansas sales tax unless 1) Client is a nonprofit organization; or 2) the work is for resale and Client has submitted a resale certificate to Infusion.
Performance. Infusion shall be entitled to perform the Scope of Work remotely, from its own premises, and will not be required to attend the Client’s premises. If Infusion is required to attend the Client’s premises for any reason pursuant to these Terms of Service, the Client will reimburse Infusion for reasonable transport and/or accommodation expenses incurred by Infusion when applicable.
Assistance and Facilities. The Client will provide Infusion with all reasonable assistance and facilities without charge (including office facilities, and liaison with the necessary officers and employees of the Client) in order to permit Infusion to efficiently perform the Scope of Work. The Client authorizes Infusion to obtain access to the Client’s computing facilities using remote means of access and subject to any restrictions on access set out in the Scope of Work, for the purposes of performing the Scope of Work. Infusion will not use these means of access (or any other methods of remote access) to access the Client’s Facilities for any purpose other than to provide the Scope of Work. However, Infusion shall be permitted to gain remote access to the Facilities for reasonable and lawful purposes using any publicly available means (such as the World Wide Web), which do not require special authorization. The Client indemnifies Infusion against any loss or damage arising directly or indirectly from any unauthorized use of the Client’s Facilities to which Infusion has been granted physical or remote access, provided that such unauthorized use has not arisen as the result of any material breach by Infusion of its own obligations as stated within these Terms of Service.
Errors, Omissions & Approvals. The Client agrees to assume full responsibility for checking any applicable proofs, development sites, and/or other materials presented to the Client for review carefully for accuracy in all respects, ranging from spelling and grammar to technical illustrations, and technical functionality. Review materials presented carefully. Approval by the Client or their designated agent (be it verbal or documented) will indicate acceptance of materials including responsibility for errors, omissions, legal and ethical compliance. Client approval is required on all proofs, concepts, composites, mechanicals, production/development sites, or other artwork prior to release and/or for additional implementation, printing, or publishing. If a printing “re-run” is necessary due to an overlooked error in final artwork, the Client assumes full responsibility. Once approval is given, Infusion is not responsible for any errors or omissions that may exist in the final artwork, or that may occur after release to the printer or a designated third-party. THE CLIENT UNDERSTANDS THAT IF THEY APPROVE A PROOF CONTAINING ERRORS, THE CLIENT WILL BE HELD RESPONSIBLE FOR PAYMENT OF ALL COSTS OF DESIGN, DEVELOPMENT, AND/OR PRINTING, INCLUDING CORRECTIONS, REPRINTS, AND FREIGHT. INFUSION IS NOT LIABLE FOR ERRORS AND/OR OMISSIONS ONCE APPROVED FOR RELEASE BY CLIENT.
Vendor Selection. If the Client selects vendors other than those recommended by Infusion, Client may request that Infusion coordinate the vendor work. If at all possible, Infusion will attempt to do so, but can not be held responsible for quality, price, performance or delivery of vendors we do not select. An additional fee may apply for this service.
Placement of Advertising. At Client’s request, Infusion will purchase media space on the Client’s behalf. Space will be billed to the Client at current rates plus the standard agency commission of 15%.
Printing Over-Runs / Under-Runs. The Client will accept over runs or under runs of printed materials that do not exceed 10% of the quantity ordered on all jobs. Infusion will bill for actual quantity delivered within this tolerance. If the Client requires a guaranteed quantity, the percentage of tolerance must be stated in writing at the time of order.
Delivery. Unless otherwise specified, pricing outlined to the Client does not include delivery costs, when applicable. When specified, delivery costs are for a single shipment, without storage, F.O.B. Infusion’s offices or designated provider’s offices. Proposals are based on continuous and uninterrupted delivery of the complete order. If the specifications state otherwise, the provider will charge accordingly at current rates. Charges for delivery of materials and supplies from the Client to the provider, or from the Client’s supplier to the provider, are not included in pricing submitted to the Client unless specified. Title for finished work passes to the Client upon delivery to the carrier at shipping point; or upon mailing of invoices for the finished work or its segments, which ever occurs first.
Storage. Infusion agrees to store mechanical boards, original artwork, and other electronic media created as a part of The Work for a period of six (6) months beyond the delivery of a project or site launch. Thereupon, we reserve the right to discard them. Infusion will retain intermediate print-related materials until the related end product has been accepted by the Client. If requested by the Client, intermediate materials will be stored for an additional period for additional charge. Infusion is not liable for any loss or damage to stored material beyond what is recoverable by Infusion’s fire and extended insurance coverage. Infusion will not maintain current backups of sites that we work on or develop unless specifically contracted to do so as a part of the Scope of Work or as a part of another contracted service.
Non-Exclusivity. The Client acknowledges that Infusion is providing Services to the Client on a non-exclusive basis and that Infusion may also provide Services of the same or a similar nature as the Services to any other party.
Confidentiality. Any information or materials that are provided to Infusion during the course of our work together will be kept in the strictest confidence. Infusion will take all reasonable efforts to safeguard Client information and ensure that it is secured. If it is appropriate, Infusion has provide Client with an executed nondisclosure agreement to that effect.
Professional Services. Additional ad-hoc professional services can be provided to assist Client as required and are billable at our current rates.
Estimates. Estimates are valid for up to two weeks from the issue date. If a project or engagement is not booked in that time frame, fees and availability are subject to change. Once the estimate is approved, a start date will be confirmed.
Payment Terms. For PROJECT & IMPLEMENTATION WORK: Applicable fees and expenses are added together. 50% PAYMENT IS REQUIRED TO BEGIN THE WORK unless otherwise outlined. The remainder of the fees and expenses are billed in phases as they are completed. Any remaining fees and expenses are due at the conclusion of the work.
For CONSULTATIVE WORK: Prepaid and non-refundable. Applicable fees and expenses are added together. 50% PAYMENT IS REQUIRED TO SECURE THE ENGAGEMENT unless otherwise outlined. The remainder of the fees are due approximately ten (10) days before initial engagement. Any additional fees or expenses incurred during the course of the work are due at the conclusion of the engagement.
Cancellation. Either the Client or Infusion may cancel the work at any time, for any reason, without notice. If the Client cancels the work, they are responsible for any work performed to date, including all time and expenses incurred, plus 20% of the unpaid fees remaining. Upon cancellation by the Client, any prepaid fees are forfeited. There are no refunds for prepaid work or previously purchased service packages. Should the Client place the work on hold for more than 30 days, any fees or expenses that have been incurred, but not yet collected, will be billed for and will become due upon receipt of invoice by the Client.
Modification and Updates. These Terms of Service may be modified, updated or amended at any time with or without notice by Infusion. Changes and modifications do not apply to work that is currently in process. Unless otherwise agreed in writing by the parties, these Terms of Service will apply to all work performed by Infusion for the Client.
For further information or clarification of these Terms of Service, please contact us.
Last Updated: July 2016