Skunkworks Creative Group Inc. (“Skunkworks“) provides marketing services in accordance with the following terms and conditions.
1. Retainer. These Marketing Services Terms & Conditions, together with the accepted Freshbooks fee estimate (the “Fee Estimate”) and the Marketing Projects (the “Projects”), comprise the Marketing Services Retainer (the “Retainer”) and establish the terms and conditions through which Skunkworks provides marketing services to the client identified on the Fee Estimate (the “Client”). By accepting the Fee Estimate, the Client agrees, unless otherwise mutually agreed by the parties, to be bound by the following terms & conditions.
2. Electronic Signature. A link to the Fee Estimate is sent to the Client by email. The Fee Estimate, incorporating these Marketing Services Terms & Conditions by reference, may then be accepted by clicking the “Accept” button in Freshbooks. Acceptance constitutes electronic agreement to the terms of the Retainer.
3. Agency. Skunkworks is authorized to act on the Client’s behalf as agent for a disclosed principal in connection with the services outlined in the Fee Estimate (the “Projects”) or additional work that has been authorized by the Client.
4. Authorization. Email authorization from the principal identified on the Fee Estimate or their designates constitutes authorization and approval to carry out work defined in the Retainer.
5. All Skunkworks services are detailed in the Marketing Projects unless otherwise mutually agreed by the parties.
Fees & Payments
6. Fee Schedule. Skunkworks’ fees are payable in accordance with the instalment schedule detailed in the Fee Estimate.
7. Payment Options. Skunkworks’ fees are payable online by credit card via the Freshbooks invoice, by credit card over the phone (604-739-8976) or by cheque mailed to:Skunkworks Creative Group Inc.
600–55 Water Street
Vancouver, BC V6B 1A1
8. Taxes. The project fees listed in the Fee Estimate exclude both taxes and disbursements. Skunkworks will include taxes on fees and services as applicable by law.
9. Disbursements. The Client agrees to pay Skunkworks for third party charges incurred to complete the projects listed in the Fee Estimate. Third party charges will be treated as disbursements and may be included with accounts for fees or billed separately when they exceed $100.00. For stock images purchased on iStockphoto, Skunkworks offers a flat-rate $20/image cost, irrespective of size, available through a subscription plan. Skunkworks will obtain Client email consent before making such expenditures.
10. Non-Payment. If Skunkworks accounts are not paid within 30 days of their receipt, interest will be charged on the outstanding balance at the annual rate of 8%, compounded annually, until they are paid. In the event that Skunkworks is required to resort to collection procedures or litigation for the collection of any compensation due to Skunkworks, Skunkworks shall be entitled to collect from the Client reasonable lawyer’s fees and costs in addition to such compensation.
11. Change Orders. Skunkworks’ fees are estimates based on the time it will take Skunkworks staff to complete the Projects described in the Fee Estimate under normal circumstances. If the Client expands or alters a project’s scope, requires further alterations to a project after sign off, or other factors arise such as multiple revision requests or delays on the Client’s part in providing content or instructions that require more hours from Skunkworks than are currently anticipated to complete a project, Skunkworks will:
i) advise you when our estimate for that project has been exceeded;
ii) outline the additional work required to complete the project along with time it will take and the additional cost of completion based on our hourly rates;
iii) provide you with a revised production schedule and estimated completion date; and
iv) ask you to confirm you want Skunkworks to complete the additional work.
12. Client Termination. The Client has the right at any time to direct Skunkworks to cancel any plans, schedules or work in progress but the Client agrees to indemnify us against any loss, cost or liability Skunkworks may sustain as a result of the Client’s actions. The Client also agrees to pay Skunkworks’ fees and disbursements for advertising and materials placed or delivered thereafter if Skunkworks is unable to halt such placement or delivery. Under no circumstances will Skunkworks be obliged to breach any lawful contractual commitment to others.
13. Skunkworks Termination. Skunkworks reserves the right to terminate marketing services for good reason. Examples would include the Client’s failure to pay Skunkworks’ accounts when rendered, the breakdown of the business relationship, or the emergence of a conflict of interest.
14. Amounts Earned. If Skunkworks’ services are terminated by either party, the Client agrees that Skunkworks is entitled to retain instalment amounts already received and the Client will be responsible for disbursements owing to the date of termination.
15. Indemnification Survives Termination. All indemnification obligations shall survive the termination of our services or the termination or expiration of the Retainer.
16. General Indemnity. The Client agrees to indemnify Skunkworks, its employees, contractors and agents against all third-party claims (including, without limitation, reasonable lawyer’s fees) arising from or relating to any content or materials provided to Skunkworks by the Client or in relation to the use by the Client, or anyone else, of materials produced by Skunkworks at your request.
17. Client Losses. Skunkworks will use commercially reasonable efforts to guard against any loss to the Client caused by the failure of media, suppliers, or others to perform in accordance with their commitments, but Skunkworks will not be responsible for any such loss or failure on their part, or any destruction or unauthorized use by others of your property.
Email, Security, Limited Warranty and Maintenance
18. Email. Skunkworks does not offer operational IT support in relation to email or client-side software. Skunkworks recommends retaining the services of dedicated IT support professionals. For clarity, Skunkworks is not responsible for the creation or management of the Client’s email accounts. If Skunkworks is retained for projects that effect hosting or domain name matters, all proposed changes will need to be confirmed by the Client or their delegated IT staff.
19. Security. Skunkworks does not guaranty the security of the websites or related online platforms developed as part of the Projects. Skunkworks will recommend appropriate security services upon completion of the Projects. Upon request, Skunkworks will assist in the integration of these security services with platforms developed under the Projects.
20. Limited Warranty. Skunkworks offers a limited warranty on new websites covering all platform and plug-in updates within 30 days of launching the new site. Skunkworks uses commercially reasonable best efforts in the developments of the Projects. Notwithstanding the foregoing, temporary unavailability of the Client’s website or online properties may occur as a result of scheduled maintenance, software releases, hardware releases, security issues or connectivity issues. Except where otherwise stated in the Retainer, the Client agrees that use of the services included with the Project is at its sole risk.
21. Maintenance. The Projects developed by Skunkworks for the Client, including websites, search engine marketing, and social media platforms, are all web-based software. Like all software, they require periodic updates in order to maintain functionality, preserve security, or take advantage of new technology. Skunkworks recommends that updates be completed as they are made available. The risk of maintenance updates is that they can create issues with custom website templates. The Client completes updates at their own risk. Skunkworks does not warrant that custom templates will accommodate future software updates. Skunkworks can be retained, upon request, to test and implement updates at the hourly agency rate or through an ongoing maintenance retainer.
22. Limitation of Liability. Notwithstanding any provision in the Retainer, in no event shall either party be liable to the other for any claims or damages resulting from work completed within the Projects.
23. Skunkworks Indemnification. The Client agrees to indemnify Skunkworks, its employees, contractors and agents against all third-party claims (including, without limitation, reasonable lawyer’s fees) arising from or relating to any content or materials provided to Skunkworks by the Client or in relation to the use by the Client, or anyone else, of materials produced by Skunkworks at your request.
24. Client Losses. Skunkworks will use commercially reasonable best efforts to guard against any loss to you caused by the failure of media, suppliers, or others to perform in accordance with their commitments, but Skunkworks will not be responsible for any such loss or failure on their part, or any destruction or unauthorized use by others of Client property.
25. No Exclusivity. Skunkworks provides a full range of marketing services to other professional services clients and the Client agrees that this Retainer is not intended to restrict or limit the provision of services by Skunkworks to other accountants, veterinarians, consultants, lawyers, law firms or legal industry suppliers.
26. Governing Law. The Retainer will be governed and construed according to the laws of the province of British Columbia and should any term of the Retainer be found to be null and void for any reason it will be severable and the remaining terms of the Retainer will continue in full force and effect.
27. Assignment. This Retainer may not be assigned by either party without the other party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed.
28. Entire Agreement. The Retainer contains the entire understanding between the parties and may not be altered or waived except by a written addendum signed by both parties. No waiver by either party or the breach of any term or condition of the Retainer will constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of the Retainer.