General Terms and Conditions
This information is intended for Clients under a Client Service Agreement (hereinafter "CSA") and contains specific language and terms for Clients utilizing marketing and website services.
Authorization
1.) Authorization to Engage Services. Client is engaging Tucker MarCom, LLC, (hereinafter "Agency"), located Hilton Head Island, SC, providing services such as, but not limited to, marketing, branding, website development, and/or marketing consultation (hereinafter "project”). If you are entering into this agreement on behalf of a company or other entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term “Client” shall refer to such entity.
2.) Authorized Personnel. We take your security and protection of your identification serious. Client agrees to inform Agency of any personnel who they deem authorized to make decisions regarding your account. Without expressed Client permission, Agency is unable to extend assistance for lost passwords or account access. Client explicitly grants permission for Agency to act on Client’s behalf for operating/accessing all online networks and systems.
3.) NDA/ Confidentiality. Agency agrees to treat all aspects of our client relationship as mutually confidential including non-disclosure of any private account information, customer lists, and marketing tactics of yours. Likewise, Client agrees not to disclose Agency strategies, contacts, service rates, contracts, sources, and/or other similar items.
4) Errors & Omissions. Agency will do everything in its power to maintain accuracy in your marketing, despite best efforts and technology. Client acknowledges there may be unforeseen errors, whether human or computer, and agrees to communicate with Agency for a resolution; and in doing so, Agency will act quickly to resolve any issues.
Fees and payment deposits
5.) Payment for Services. Client will pay Agency fees for the Services calculated in accordance with the fee schedule set forth in the “FEES/PAYMENT” section of the Client Service Agreement. Agency will invoice Client in accordance with the payment terms, and unless otherwise specified, Client shall pay all invoices upon receipt.
6.) Deposit for Services. A deposit of fifty percent (50%) is required to initiate services, unless otherwise stated. Fees to Agency are due and payable on the following schedule: 50% upon signing of contract and 25% after first milestone of the project is completed and approved. The balance is due upon project completion, but prior to delivery or uploading project files for Client’s access. Deposits are non-refundable. Client shall pay all invoices upon receipt.
7.) Research Deposit. In cases where exploratory research or vetting is necessary to advance the project, often before the official project commences, a programming deposit may be required. If the project is awarded to Agency after such vetting process, the deposit is applied towards Client’s final programming cost. This is typical with APIs (Application Programming Interfaces) or using third-party systems where Agency must first research the technical assets needed to satisfy the Client project.
8.) Past Due Accounts & Suspension of Service. Any fees or other amounts payable in connection with the Client Service Agreement not paid by Client to Agency on or prior to the respective due date shall bear accruing interest at the rate of 3.75% per month or at the highest rate of interest permitted under applicable law, whichever is less. Agency reserves the right to suspend services such as disabling Client's website managed by Agency, marketing services, or technical systems managed by Agency until final payment is made. Agency will attempt to notify Client by email and/or US Mail to inform client of any such pending activity.
9.) Default Accounts. For unpaid accounts in which Agency has determined Client will not meet their obligations to pay, Agency shall consider Client in default and reserves the right to take permanent possession, resale, or disable marketing assets managed by Agency including Client’s website services, hosting service, and/or marketing systems. This includes, but not limited to, retaining any unpaid portion of the project assets, design work, website development, brand concepts, and project documents.
10.) Client Revisions. If significant modification is requested AFTER the service has been rendered to the Client's specification, Agency must count it as a new order or billable change request. A "Change Order" with estimated costs will be submitted for Client approval prior to changes being done. An example of significant (billable) modifications include, but not limited to, recreating or significantly modifying the company logo graphic, replacing more than 25% of the text to any given design, and/or creating new web pages or navigation structures.
11.) Excessive Client Delays. Throughout the process, Agency to provide Client a reasonable estimated time of delivery and expectation of any content or assets due by Client needed to fulfill the project. This includes providing a reasonable timeframe to allow the Client an opportunity to review the project, suggest edits if applicable, and signoff with final approval. If the Client is unable to respond in a timely manner, Agency reserves the right to reschedule any outstanding work until such time Client is available, regardless of the project’s initial estimated timeline. At Agency’s sole discretion, if the Client becomes unavailable for an extended period, does not respond in kind, or otherwise causes excessive delays to the fulfillment of the project, Agency reserves the right to cancel the project and invoice Client for any remaining balance due for the completed work.
12.) Service Interruptions and Data Backup. Agency cannot guarantee the functions of the project will meet Client’s expectations of site traffic, or resulting business, or that the operation of the hosting, email, and/or marketing systems will be uninterrupted and/or error-free. Agency is not to be held responsible for scheduled or spontaneous downtime of email or hosting service due to line interruptions and/or other instances beyond Agency’s control. Once Client has received the completed work, it is the Client’s responsibility to see that it is protected and stored in a safe place. Agency makes no guarantee of providing additional copies or backup versions of rendered work after it has been transferred to Client.
13.) Advertising, Photography, Content, Media Assets. Unless specifically outlined in the CSA, Agency shall not be obligated to purchase media for any Client project or marketing services. Images, photography, video, audio, and other supporting assets are NOT offered as a free service by Agency and may be purchased separately.
Cancellation & Expiration
14.) Cancellation of Services. There are no cancellations or refunds for contracted marketing service agreements unless otherwise stated on the Agreeement. The total term of length is stated on the CSA.
15.) Rights upon Expiration of Agreement. Agency shall transfer, assign, and make available to Client all property and materials in Agency's possession or subject to Agency's control that are the property of Client, subject to payment in full of amounts due pursuant to this Agreement.
Legal
16.) Copyrights and Trademarks. The Client represents to Agency and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork supplied to Agency for inclusion in Client’s marketing services are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Agency and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
17.) Ownership to Design. Rights to the finished, assembled work of web pages, email marketing, and/or graphic design produced by Agency shall be vested with the Client upon final payment for the project. This ownership is to include final contracted design of this project. Rights to Agency photos, licensed graphics, and computer programs are specifically not transferred to the Client and remain the property of Agency and/or their respective owners.
18.) Deliverables and Buy Out. It is the practice of Agency NOT TO RELEASE native design files with completed rendered graphics or programming code unless explicitly stipulated in writing as a condition of the project. Agency defines “Deliverables” as delivering or providing access to the FINISHED Client product or service and specifically does not include access to the original (native) files, software, or design elements required to complete the project. For example, Client may receive the final high-resolution PDF output needed to satisfy the project, but not the original file used to create the final output. Agency defines “Buy Out” as allowing the Client to purchase the original files and/or design assets used to complete the project. The Agency fee for the Client to buy such assets will be determined in a separate Client Service Agreement which outlines the specific use.
19.) Limitation of Liability. Agency shall not be liable for any indirect, incidental, special, or consequential damages arising out of or relating to this marketing agreement, including but not limited to loss of profits, revenue, data, or business opportunities. The maximum liability of Agency, whether in contract, tort, or otherwise, shall be limited to the total fees paid by the Client to Agency under this marketing agreement during the twelve (12) months preceding the event giving rise to the liability. Agency shall not be liable for any damages or losses incurred by the client arising out of or in connection with any third-party claims, actions, or suits brought against the client as a result of the marketing services provided by Agency. The Client acknowledges that the success of marketing campaigns and strategies is dependent on various factors, including market conditions, customer preferences, and competitive landscape, and Agency does not guarantee any specific results or outcomes. Agency shall not be responsible for any delays, interruptions, or failures in the performance of marketing services due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, acts of terrorism, labor disputes, or governmental actions. The Client agrees to indemnify and hold the Agency harmless from any claims, liabilities, damages, costs, and expenses (including reasonable attorney fees) arising out of or in connection with the Client's use of the marketing services, breach of this agreement, or violation of any applicable laws or regulations. The limitations and exclusions of liability set forth in this clause shall apply to the maximum extent permitted by law, and if any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.
20.) Governing State and Indemnification. This Agreement will be governed by the laws of the State of South Carolina. This Agreement constitutes our entire Agreement and understanding and supersedes all prior Agreements between Client and Agency. No changes to this Agreement and understanding will be effective unless in writing and signed by both parties. The South Carolina courts, only, will have jurisdiction of any legal controversies regarding this Agreement; and any action or other proceeding which involves such controversy will be brought in the courts located within Beaufort County, South Carolina, and not elsewhere. Client agrees to indemnify, defend, and hold Agency and its officers, directors, and employees harmless from all claims, losses, demands, costs, and expenses, including attorney's fees, which may arise out of, or in connection with, any engagements or Agreements or contracts obtained in accordance with this Agreement.
21.) Severability. If any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired; provided, however, that in such case the parties oblige themselves to use their best efforts to achieve the purpose of the invalid provision.
End of Terms.
Updated 06/15/2023.