Client agrees that the credit card on file will be charged for retainer fees every 30 days. Payments rendered are considered fully earned and non-refundable. It is incumbent upon Client to utilize the support he/she has paid for each month. If payment is not complete, work will be put on hold until the balance is cleared.
Planning/Strategy Fee will be charged upon signing the contract.
Monthly Retainer will be charged the day of the KickOff Call and then every 30 days until the termination of this agreement.
2. RELATION OF PARTIES
The performance by Vendor of its duties and obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency relationship between Vendor and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
3. EMPLOYEE SOLICITATION
During the period of this Agreement and for twelve (12) months thereafter, neither party will solicit, directly or indirectly, the employment of any employee, former employee, subcontractor, or former subcontractor of the other party that (a) with respect to Vendor, performed the Deliverables for Client, or (b) with respect to Client, oversaw the performance of the Deliverables. 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 on the Effective Date of this Agreement. Both parties agree that nothing contained herein shall prohibit the other party from employing general recruiting strategies, such as placement of advertisements, posting of positions on either party’s web sites and other similar methods.
4. PROJECTS COMPLETION
Basic office support receives 24-48 hour attention. Each new or special project requires a minimum of three (3) days lead time. Client will provide sufficient notice and allow for reasonable timeframes for project completions. Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to a 25% surcharge and/or other rush fees. Simply Online reserves the right to refuse any project or service request.
5. MATERIALS & INFORMATION
Client will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for Simply Online to perform or complete the contracted services or projects.
Simply Online hereby assigns to client all right, title, and interest in the work produced under this Agreement, except that the Simply Online retains display right in the work, i.e. for use in portfolios, exhibitions, and other self-promotion channels.
Client agrees that the accuracy of information supplied to Simply Online is the sole responsibility of Client, and that Simply Online is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by Client. Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing and accuracy. Simply Online is not responsible for errors or omissions.
Confidentiality is of the utmost importance to us. All our account managers sign a confidentiality agreement for any proprietary information. This could include (but not limited to): products, pricing, plans, business affairs, personal information, etc.
And other information (collectively “Information”) which are valuable, special and unique assets of the Client. Simply Online agrees not to, at any time or in any manner, either directly or indirectly, use any Information for Simply Online’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of the Client. Simply Online will protect the Information and treat it as strictly confidential. A violation of this article shall be a material violation of this Agreement.
The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
8. LATE PAYMENTS
Payments not received by due date will result in work cessation. Simply Online reserves the right to refuse completion or delivery of work until past due balances are paid. Monthly late charges of $10.00 or 1.75% (APR of 21%), whichever is greater, will be assessed on unpaid balances every 30 (thirty) days.
9. INDEMNIFICATION/RELEASE OF LIABILITY
Client shall indemnify, defend and save Simply Online harmless from any and all suits, costs, damages or proceedings, including, but not limited to, Simply Online’s services, pertaining to any and all litigation in which the Client is a party. Client shall pay all expenses incurred by Simply Online including, but not limited to, all attorneys’ fees, costs and expenses incurred should Simply Online be named a party in any litigation to which Client is a party. Client shall further indemnify and hold harmless Simply Online and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of Client, and from liability for injuries suffered by any person relating to the Client. This agreement to indemnify Simply Online is not limited to any acts or omissions, statements or representations made by Simply Online in the performance and/or nonperformance of Simply Online’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against Simply Online. All reasonable precautions will be taken to safeguard the property entrusted to Simply Online. Simply Online will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, nor for unauthorized use by others of such property. Simply Online will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruption, loss of information, plagiarism, etc. Simply Online will not be held liable for typographical omissions or errors. Any liability on the part of Simply Online as determined by a court of law will be limited to an amount not to exceed one month’s retainer.
10. TERMINATION AND REFUNDS
Retainers may be terminated by either party for any reason with 30 (thirty) days advance written notice of intent to cancel. Retainer fees are due in full for the intended month of cancellation if proper notice is not provided.
Due to the nature of the web and the time involved, refunds are not given for any reason. Simply Online reserves the right to refuse service to any company or individual at our discretion.
11. COMPLETE AGREEMENT
This Agreement, its Amendments, and referenced Attachments constitute the full and complete Agreement between the parties, and supersedes all prior understandings and Agreements, including any and all prior Agreements, whether written or oral, between the parties. The parties acknowledge that they have relied solely on the covenants and representations set forth in this Agreement and no others. Any amendments to this Agreement shall be in writing and signed by the party against whom enforcement of any waiver, change or modification or discharge is sought.
Client acknowledges that he/she has read this Agreement and has been afforded the opportunity to discuss and review this Agreement with attorneys of his/her choice, and that copies of the Agreement were provided to him/her prior to execution of this Agreement.
13. APPLICABLE LAW; VENUE
This Agreement shall be governed by and construed according to the laws of the State of Utah, and shall not be construed against the drafter. The parties agree that any suit or action relating to this Agreement shall be instituted and commenced exclusively in Salt Lake County, Utah, and the parties hereby waive the right to change such venue and hereby consent to the jurisdiction of such courts.
14. FEES AND COSTS
In the event of legal action arising out of this Agreement, the prevailing party in such legal action or proceeding shall be entitled to an award of costs and reasonable attorney fees in addition to any other relief awarded.
If any provision of this Agreement is held or deemed to be invalid or unenforceable to any extent when applied to any person or circumstance, the remaining provisions hereof and the enforcement of such provisions to other persons or circumstances, or to any other extent shall not be affected thereby, and each provision hereof shall be enforced to the fullest extent allowed by law.
The terms and conditions of this Agreement may be modified or amended as necessary only by written instrument signed by both parties. By signing this Retainer Agreement, I indicate that I understand, agree to and accept the terms and conditions as contained herein.