STATEMENT OF WORK & TERMS

Between “us”, Cahoot Creative, and “You”, our client.
You are hiring Cahoot Creative to perform work for the estimated total price, as outlined in our correspondence.

1.0 SERVICES RENDERED

1.1 Strategy & Design

Cahoot Creative will deliver the work agreed upon.

You will have two opportunities to review our work and provide feedback and amends; this is included in our quotations as standard. Further work will be charged at our hourly rate. If, at any stage, You are not happy with the direction our work is taking, You will pay us in full for everything we’ve produced up to that point and then cancel this contract.

1.2 Errors

We can’t guarantee that our work will be error-free (we’re human) so we can’t be liable to You or any third party for damages, including lost profits or other incidental, consequential or special damages, even if You have advised us of them.

2.0 MUTUAL COOPERATION

We agree to use our best efforts to fulfil and exceed Your expectation on the deliverables. You agree to aid us in doing so by making available to us required information pertaining to Your project and cooperating with us in expediting the work.

3.0 CHARGES FOR SERVICES PERFORMED

3.1 Additional Work

Requests above and beyond those listed in the quotation may be considered out-of-scope and an amendment to the quotation will be recommended. Projects that go dormant for longer than 45 days will incur a fee to resume work at the discretion of Cahoot Creative.

4.0 TERMS OF PAYMENT

4.1 Billing Schedule

We’re sure You understand how important it is as a small business that You pay our invoices promptly. We’re also sure You will want to maintain a positive working relationship and keep the project moving forward, so You agree to adhere to the payment schedule.

Cahoot Creative will invoice You for fifty per cent (50%) of the quotation amount at the time of our contract agreement – this will act as the deposit and enable us to schedule the project. The remaining 50% will be billed on completion of the project, along with any other costs incurred.

You will supply Cahoot Creative with all necessary purchase order numbers and other internal information required for invoice processing.

4.2 Client Agreement to Pay

You agree to pay our initial invoice upon receipt which will act as a deposit for the project. Every invoice after that will have 14 day payment terms. In the event payment is not made within 14 days, Cahoot Creative reserves the right to charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Cahoot Creative pays for carrying overdue invoices. In addition, Cahoot Creative reserves the right to stop work until payment is received.

4.3 Collection Costs

In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, You agree to reimburse Cahoot Creative for these expenses.

5.0 CANCELLATION OF PLANS

You have the right to modify, reject, cancel or stop any and all plans or work in process. However, You agree to reimburse us for all costs and expenses we incurred prior to Your change in instructions, and which relate to non-cancellable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimise such costs and expenses.

6.0 RESPONSIBILITIES OF CAHOOT CREATIVE AND YOU

6.1 Cahoot Creative’s Responsibility for Releases

You shall obtain releases, licenses, permits or other authorisation to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for You (If applicable).

6.2 Your Responsibility for Releases

You guarantee that all elements of text, images, or other artwork You provide are either owned by You, or that You have demonstrable permission to use them.

Then when Your final payment has cleared, copyright will be automatically assigned as follows:

You will own the visual elements that we create for this project. On request we’ll give You source files and finished files and You should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data You provided, unless someone else owns them.

We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to You, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.

6.3 Client Responsibility for Accuracy

You shall be responsible for the accuracy, completeness and propriety of information concerning Your products and services which You furnish to us verbally or in writing in connection with the performance of this Agreement.

7.0 CONFIDENTIALITY

Cahoot Creative acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Cahoot Creative on behalf of You or disclosed by You to Cahoot Creative.

8.0 TERM AND TERMINATION

8.1 Notice of Termination

This Agreement can be terminated by either party upon not less than 30 days’ notice in writing given by either party to the other.

8.2 Termination for Cause

Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within 30 days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.

In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.

8.3 Payment for Non-cancellable Materials

Any non-cancellable materials, services, etc., we have properly committed ourselves to purchase for Your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by You, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimise such liabilities immediately upon written notification from You. We will provide written proof, upon Your request, that any such materials and services are non-cancellable.

8.4 Materials Unpaid For

If upon termination there exist any materials furnished by us or any services performed by us for which You have not paid us in full, until such time as You have paid us in full You agree not to use any such materials, in whole or in part, or the product of such services.

8.5 Transfer of Materials

Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by You to Cahoot Creative, Cahoot Creative shall transfer, assign and make available to You all property and materials in its possession or control belonging to You. You agree to pay for all costs associated with the transfer of any materials.

9.0 GENERAL PROVISIONS

9.1 Governing Law

This Agreement shall be governed and construed in accordance with the laws of the United Kingdom.

9.2 Representations and Warranties

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

9.3 Entire Agreement

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

By proceeding with employing the services of Cahoot Creative, Cahoot Creative assumes You have read, understood and therefore You accept these terms.