Master Service Agreement
WHEREAS, We are engaged in the business of providing a full range of Services as defined below; and
WHEREAS, You desire to retain Us to perform certain of these Services; and
NOW THEREFORE, in consideration of the mutual promises covenants, and agreements contained here, both Parties have agreed and do agree as follows:
Article 1 - Contracted Services
1.1 This Agreement outlines Charleston PR & Design’s policies and procedures for all work in providing Services on your behalf within the agreed upon Scope of Work. Specific disciplines require specific terms and conditions. As such, where any portion of the Scope of Work falls under either the Addendum for Managed WordPress Hosting or the Addendum for Public Relations Consultation, those specific terms and conditions are in addition to and incorporated into this Agreement; should those specific terms and conditions ever be in conflict with any portion of this Agreement, they shall take priority and precedence for that particular portion.
1.2 The General Terms and Conditions in this Agreement shall apply to the delivery of Services in the Scope of Work that may be proposed and approved by the Parties. Every Service Charleston PR provides is governed exclusively by the Contract which includes the following:
The accepted Proposal or Scope of Work which includes any relevant Specific Terms and Conditions, such as in the case of WordPress Hosting or Public Relations Consultation;
the General Terms and Conditions in this Agreement;
where applicable, the hourly billing rates of Charleston PR.
1.3 Acceptance of the Proposal by the Client or simple payment of an invoice, indicates Client’s acceptance of the Contract, including these Terms and Conditions.
Article 2 - Limitation of Liability
Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the Charleston PR, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages.
Article 3. Indemnification
Charleston PR and its designees, and their respective directors, officers, partners, employees, attorneys and agents, shall be indemnified, reimbursed, held harmless and defended from and against any and all claims, demands, causes of action, liabilities, losses and expenses (including, without limitation, the disbursements, expenses and fees of their respective attorneys) that may be imposed upon, incurred by, or asserted against any of them, or any of their respective directors, officers, partners, employees, attorneys or agents, arising out of or related directly or indirectly to this Agreement. This paragraph, insofar as it applies to work undertaken while this agreement is in effect, shall survive the termination of this agreement.
Article 4. Charleston PR’s obligations
4.1 All design, development and graphic design is guided by the project's defined requirements and Scope of Work. We will develop and perform the Scope of Work based on your answers to our questionnaire and our meetings with you.
4.2 All work includes two rounds of changes to design and / or development. Copy changes are not included when Client is providing copy. Clients may change copy after a website goes live using the CMS interface. Any changes beyond the two rounds specified above are billed at our standard rate.
4.3 We will maintain meeting notes and project notes. It is our policy to provide meeting notes to Client as an official record of all conversations regarding a project. Clients will be asked to provide corrections or modifications to notes. If after a week of submission to the client, no modifications or corrections are provided, notes are final and are the official record of project meetings.
4.4 Delays on the Client's part will cause the project to lose priority, causing other projects in line to gain precedence. If, after repeated requests for materials, and if 3 months pass without Client providing requested materials, the project will be declared dead, with any fees pending due immediately. Any resurrection of the project will result in a new Scope of Work and new pricing.
4.5 We require that all websites we develop be hosted by us. We will maintain software that supports the content managed site. After a website is live, any software added to a site's functionality by anyone other than Charleston PR & Design staff or without our express review and approval, will not be supported. Should this added software cause problems or breaking changes to the website, Client is solely responsible for payment for remediation.
4.6 We do very rarely host sites we do not develop; We also provide site software maintenance and support on client's hosting for sites we did not develop. In the rare event that We host or maintain a site developed by someone else, We do require a vetting and approval of the software and code in order to determine whether We can support it. As with any of the sites We develop, We also require proof of ownership, licenses, or permissions to use software, code, applications and any graphics, images, and/or copy where applicable. Should any software addition prior to our hosting cause problems or breaking changes to the website, Client is solely responsible for payment for remediation.
4.7 It is our policy not to take any site live until it is completely paid in full.
Article 5 - Client’s obligations
5.1 All design, development and graphic design is guided by the project's defined requirements and Scope of Work. You agree to complete a questionnaire or interview to determine the Scope of Work and / or project requirements.
5.2 You agree to work with us to understand your expected outcome for your website, public relations project or graphic design project. We make every attempt to help you envision what is possible but our work on your behalf is dependent upon your ability to communicate your expectations and maintain dialogue to shape the final result.
5.3 You agree that it is your responsibility to review the project and provide feedback on all aspects of the work when requested to do so.
5.4 You agree to respond timely to requests for information, copy, review and materials so that your project will take priority. Communication delays will cause the project to lose priority, causing other projects in line to gain precedence. If after repeated requests for materials, and if 3 months pass without your providing requested materials, the project will be declared dead with any fees pending due immediately. Any resurrection of the project will result in a new scope of work and new pricing.
5.5 Where you provide your own site text, or ad copy, you use these guidelines:
DO submit a single Microsoft Word or Google Drive Word compatible file.
Do NOT send separate files for each web page. For each website page, create a section with that website page’s name and then include the copy for that web page under the page's name.
5.6 Any artwork (including logos, photographs or creative material), you provide MUST be legally licensed and / or purchased for your explicit use. You agree to provide proof of any license/purchase.
5.7 You agree that once a website is live, only Charleston PR and Design staff will alter the software and understand that ANY software added to a site's functionality by anyone other than Charleston PR & Design staff will not be supported unless it has been expressly reviewed and approved by us. If any such added software should cause problems or breaking changes to the website, client is responsible for payment for remediation.
5.8 It is your final responsibility is to review the site as we prepare it to go live.
7. All websites must be completely paid for prior to "going live" to the world. It is your responsibility to remit final payment before sites go “live”.
Article 6 - Term of Services and Termination
6.1 A proposal is valid for 30 days. To accept a Proposal, it must be signed and returned via fax (443.588.2953), email of signed, scanned copy, or mailed original. The term of the project is determined by the Scope of Work or acceptance of hourly rates outside the Scope of Work
6.2 If there are changes in the requirements of Scope of Work for a project we reserve the right to update the proposal to reflect said changes.
6.3 If the project is postponed prior to completion, you will be billed for any services and materials rendered up to that point.
6.4 This Agreement, including the Scope of Work and additional work, may be canceled in writing by either party. Should CLIENT opt to cancel this agreement, CLIENT agrees to compensate PR Firm for time and charges, including any materials and expenses, to the point of termination.
Article 7 - Expenses, charges and fees
7.1 All projects will be billed in 1/3 increments and are billed via email due upon receipt
1/3 due at acceptance of the Scope of Work;
1/3 due at the presentation of concepts or plans; and
1/3 due when the defined Scope of Work is completed, but prior to a website going live, or public relations work being implemented or graphic design finalized.
7.2 The first 1/3 payment and the second 1/3 payment are non-refundable.
7.3 Time-sheets and work records will be maintained and will be provided upon request.
7.4 We will secure advance approval from You for any expense outside the Scope of Work. Rate for work outside of the Scope of Work is billed in quarter hour increments for actual time worked with an estimate of time at the onset of the additional work. THESE RATES DO NOT INCLUDE THIRD PARTY SERVICES. Should the actual time required to complete the additional work exceed 25% of the estimate, Charleston PR will advise Client of the development and whether an additional Proposal would be appropriate as pricing Scopes of Work may not reflect these hourly rates.
Hourly rates for Services vary as follows:
$75 per hour: Website content updates, training, and administrative work.
$125 per hour: Copywriting, graphic design, digital media, website development, website design, marketing consultation, press release distribution, social media content development and management, or project management.
$175 per hour: Media relations,story development, media pitching, media research, media list development. Marketing research, PR strategy development.
$275 per hour: Crisis communications consultation.
7.5 Travel expenses for travel exceeding 20 miles will be billed for mileage based on the Federal Government rate of reimbursement in place at the time of request for reimbursement.
7.5 In case collection proves necessary, CLIENT agrees to pay all fees (legal or other) incurred by that process.
7.6 Third party services are billed separately and not included in our fee. Such services may include graphic design, video editing, photography, videography, or web development or web based press release distribution fees. Any third party service will be outlined as such in the Scope of Work.
Article 8 - Definitions
“Agreement” means this Master Service Agreement.
“Company” or “Charleston PR” or “our” means Charleston PR & Design, LLC, a South Carolina limited liability company.
“Client” or “your” means you, the physical or legal person to whom Company renders the Work as defined in the Contract.
“Contract” means all the contractual documents, including these Terms and Conditions that govern the rights and obligations of the Parties within the framework of services we provide you and your corresponding obligations.
“General Terms and Conditions” are the overall terms of this document that include our policies and procedures.
“Parties” means Charleston PR and Client.
“Proposal” means the written proposal of services that we send you.
“Scope of Work” “SOW” means the accepted and agreed upon service as detailed in the Proposal and specific terms and conditions for that particular type of Service.
“Services” means any and all the services provided by Charleston PR: creation of digital media, website development, website design, marketing consultation, public relations, strategy development, social media content development and management, project management, copywriting, content updates, training, and crisis communications consultations. These services are subject to the specific terms and conditions for each particular type of service as well as these Terms and Conditions.
Article 9 - Miscellaneous
9.1 Confidential Information
a) All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Us and will not be disclosed or used by Us except to the extent that such disclosure or use is reasonably necessary to the performance of the Services.
b) All information relating to Charleston PR & Design that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by You and will not be disclosed or used by You except to the extent that such disclosure or use is reasonably necessary to the performance of Your duties and obligations under this Agreement.
c) These obligations of confidentiality will extend for a period of one (1) year after the termination of this agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.
9.2 Relation of Parties - The performance by Charleston PR & Design, LLC of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between Charleston PR & Design, LLC and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
9.3 Employee Solicitation/Hiring - During the term of this Agreement and any Scope of Work, and for twelve (12) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor or former subcontractor of the other. The terms "former employee" and "former subcontractor" will include only those employees or subcontractors of either party who were employed or utilized by that party within six (6) months immediately prior to the alleged violation.
9.4 Severability - If any term of this Agreement, together with any accompanying Scope of Work is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
9.5 Force Majeure - Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.
9.6 No Waiver - The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.
9.7 Venue - Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in Summerville, Dorchester County, South Carolina, and any dispute will be litigated or arbitrated in Dorchester County, South Carolina.
Charleston PR & Design, LLC
by, Cheryl B. Smithem, Member,
202 Bellerive Lane, Summerville, SC 29483 | 843-608-9662 Cheryl@charlestonpr.com
Managed WordPress Hosting Agreement
Web Site Hosting Agreement
WHEREAS, Host is engaged in the business of providing Internet web site hosting and related services;
WHEREAS, User desires to retain Host to perform the services provided for in this agreement,
NOW, THEREFORE, Host and User agree as follows:
A.1) Scope of Work
a) Charleston PR & Design, LLC will provide web site Hosting Services (Services) on their Charleston PR & Design, LLC servers.
B.1) Managed WordPress Hosting Rates. $420.00 for twelve (12) months and $100.00 new account set-up fee or $210 for six (6) months and $100.00 for new account set-up fee. Account set-up fee is only paid once at the inception of hosting.
a) Client will pay Charleston PR & Design, LLC for hosting in advance. Charleston PR & Design, LLC may change the prices charged for web site hosting services at anytime, and such increases shall not exceed ten percent (10%) of the rate currently being charged at that time.
D.1) Term and Termination
a) Charleston PR & Design, LLC Services will commence Hosting on the Effective Date of this Agreement and will extend for a period of twelve months and will automatically renew every twelve months thereafter, unless earlier terminated as provided herein. Hosting is initiated at the time content is first loaded onto the site in progress. Initial hosting period expires twelve months after this date. Client may terminate hosting without cause upon at least thirty (30) days written notice to Charleston PR & Design, LLC. Charleston PR & Design, LLC may terminate this hosting without cause upon at least sixty (60) days written notice to Client. Either party may terminate this agreement upon written notice for material breach, provided, however, that the terminating party has given the other party at least fourteen (14) days written notice of and the opportunity to cure the breach. Termination for breach will not alter or affect the terminating party's right to exercise any other remedies for breach.
b) If Client's account is suspended due to lack of payment, Client will pay the then current reinstatement fee, in addition to all other charges then due and payable, prior to restoration of the Services.
E.1) Customer Service
a) Charleston PR & Design, LLC will provide to Client reasonable amounts of consultation via telephone and/or electronic mail in the use of the system, but will not assist (without additional compensation for services) with any services that are not maintained or controlled by Charleston PR & Design, LLC.
F.1) Client's Warranties and Obligations
a) Client is responsible for providing all equipment and/or software necessary to access the hardware and systems provided by Charleston PR & Design, LLC. Client agrees to adhere to Charleston PR & Design, LLC's Acceptable Use Policy, a copy of which is attached hereto as Exhibit B. The Acceptable Use Policy may be modified from time to time in Charleston PR & Design, LLC' sole discretion. Client's continued use of the Services after the effective date of such modified Acceptable Use Policy will constitute Client's acceptance of the modified terms. Failure by Client to adhere to the Acceptable Use Policy or any modifications thereto will constitute a material breach of this agreement.
b) Client hereby warrants to Charleston PR & Design, LLC, and agrees that during the term of web site hosting it will ensure that (a) Client is the owner or valid licensee of all data and/or content it will upload in conjunction with the Services (the "Content"), and that Client has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by Charleston PR & Design, LLC to pay any fees, residuals, guild payments or other compensation of any kind to any person; (b) Client's use, publication and display of the Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any person, including, without limitation, any contractual, statutory or common law right or any "moral right" or similar right however denominated; (c) Client will comply with all applicable laws, rules and regulations regarding the Content and will use the services only for lawful purposes; (d) Client has used its best efforts to ensure that the Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other type of malicious code.
c) Client will cooperate fully with Charleston PR & Design, LLC in connection with Charleston PR & Design, LLC’ performance of the Services. Client will immediately notify Charleston PR & Design, LLC of any change in Client's mailing address, telephone, e-mail or other contact information.
G.1) Ownership of Intellectual Property
a) Client hereby grants to Charleston PR & Design, LLC a non-exclusive, royalty-free, worldwide right and license during the term of this Agreement to do the following to the extent necessary in the performance of Services: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Content; and (b) make archival or back-up copies of the Content. Except for the rights expressly granted herein, Charleston PR & Design, LLC does not acquire any right, title or interest in or to the Content, all of which will remain solely with Client.
b) Any feedback, data, answers, questions, comments, suggestions, ideas or the like that Client sends to Charleston PR & Design, LLC relating to the Services will be treated as being non-confidential and non-proprietary. Charleston PR & Design, LLC may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any lawful purpose.
c) Charleston PR & Design, LLC's trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Charleston PR & Design, LLC. Client will not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Charleston PR & Design, LLC. Charleston PR & Design, LLC will maintain and control ownership of all Internet protocol numbers and addresses that may be assigned by Charleston PR & Design, LLC to Clien