COLD BREW INTERACTIVE
STATEMENT OF WORK
Welcome to Cold Brew Interactive
Last Updated : October 12th 2019
This Graphic Design Services Agreement (“Agreement”) is hereby entered into between you (Client Name), your employees and agents (Business Name, or, “Client”), and designers Carly Siegle and Cole Norton (Cold Brew Interactive, or, “Contractor”) and applies to the purchase of all graphic design services (hereinafter collectively referred to as “Services”) ordered by Client.
Terms and Termination
This Agreement shall be effective as of the time frame Client signs up for Services. This Agreement may be terminated by either party upon 30 day written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Cold Brew Interactive (i) immediately if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with Cold Brew Interactive or hinders Contractor’s ability to perform the Services hereunder.
Graphic Design Services
Cold Brew Interactive agrees to provide Client with Services as described in this Agreement. Services include:
• Service description here
• Service description here
• Service description here
Fees; Limitations on Refunds and Cancellation Fees
Client agrees to pay Cold Brew Interactive any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Services. THE CLIENT FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CLIENT, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CLIENT FURTHER AGREES TO PAY UPON CANCELLATION ANY OTHER AMOUNTS DUE TO COLD BREW INTERACTIVE FOR WORK PROVIDED AT CLIENT’S REQUEST.
For the purposes of providing these services, Client agrees:
• To properly convey to Cold Brew Interactive the information that needs to be changed or added.
• To answer any questions from Contractor, in regards to task work on website, promptly. Cold Brew Interactive will thereby respond to and/or resolve all client issues, inquiries, and comments within 48 hours of notification.
• To provide Cold Brew Interactive with access to its website, if applicable, for creating new pages, and making changes for the purpose of providing Services.
• To provide Cold Brew Interactive access to their web hosting account if applicable or requested.
Client understands, acknowledges and agrees that:
• The payment required [insert payment schedule and information] for Services was calculated based upon the estimated amount of time that will be spent on client’s task(s). If the amount of revisions / work increases suddenly (i.e. 2 hours per week on a project increases to 10 hours per week), payment may be recalculated. Client will be promptly notified of any rate recalculation in advance.
• Client understands that all work for tasks will be scheduled according to Cold Brew Interactive’s’ workflow. We have a process and maintain communications for many Clients, therefore all work is done on a first come first serve basis, except in the case of an event which would be considered an “emergency,” such as a total website down issue.
• Failure by Client to answer a question critical to the completion of a task within 5 business days may cause that task to be “bumped” and moved to the “end of the line” in our work queue. Depending on the time of month, this could cause that task to roll over into the next week or month’s bucket of requests.
• Client understands that if they provide Cold Brew Interactive with a task and the task has been completed, then they wish to make changes to the task, any additional time to make these changes will incur additional fees according to the set payment schedule / agreement.
• Website updates exclude image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization.
• Website updates do not include website redesign, re-alignment or re-development equalling more than 50% change to web page and/or web graphics on the website (i.e. if there are 4 graphics on a web page, and you want 3 changed, there is an additional charge for anything above 2 graphics or 50%).
• CMS design, integration of plugins that require intensive configuration, or programming of things that require extensive time to set up, including but not limited to blogs, shopping carts, API integrations with third party services, and web forums are not considered “minor” changes and therefore are not included in the Maintenance Agreement. These require a separate design or development agreement.
• Agreement does not include training on how to use your website, CMS, or email.
• Agreement does not include training on search engine optimization (SEO) or other online digital marketing.
• All communications will be done during regular business hours, which are Monday through Friday from 8:00 AM to 8:00 PM (MDT). Weekend communications are available with
• Cold Brew Interactive has no control over your hosting company in regards to server downtime, incompatibilities with software, PHP compatibility issues, etc.
• Cold Brew Interactive is not responsible for Client’s email issues or troubleshooting problems on their own computer. Our role as web designers is to maintain and keep your website running optimally. We are not an IT team.
• Cold Brew Interactive has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
• Cold Brew Interactive is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
• Cold Brew Interactive is not responsible for changes made to Client’s web site(s) by other parties, including those made by the Client.
• For the duration of this contract, the Client agrees that Cold Brew Interactive will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the web site. If a party, including the Client, other than Cold Brew Interactive makes changes to the website, any errors that may be created must be repaired by the party that created the error or charged at an additional hourly rate of $50 on a separate invoice.
• Cold Brew Interactive is not responsible for third-party plugins that may become unusable as a result of Services performed.
• Recovery or repair of Client’s website is not guaranteed in the event of a crash or other hosting site error.
• File availability is not guaranteed. If you request files from your website, Cold Brew Interactive will provide them in a timely manner and you should keep them somewhere safe. Storage space is a valuable commodity and cannot be used up by completed / outdated tasks.
Scheduling of Maintenance Tasks
Because of the nature of our business, we are juggling multiple clients, on top of several large projects, at any given time. Because time is at a premium, we don’t take on more Clients than we can handle. However, scheduling is a priority for us. We schedule all work for the month in advance to maintain a workflow that is conducive for our business and for all of our Clients. When we take on a Client they are given a set amount of time in our schedule for tasks based on our estimate from previous correspondence. Please understand that the scheduling of these tasks is totally at the discretion of Cold Brew Interactive. The only time we “bump” one Client’s tasks for another Client’s place in line is in the case of an emergency. Unless a problem interrupts your business monetarily (for instance, an eCommerce site that goes down or has problems with checkouts, or it is totally down or offline), it is not considered an emergency. We do, however accommodate rush projects at an hourly rate of $75.
Additional services not listed herein will be provided for a fee of $50.00 per hour. Cold Brew Interactive is not responsible for developing new content or writing new copy for Client. Client will be charged an additional fee for writing content, based on the hourly rate of $50.00 per hour (discounted fees do not apply toward this type of work).
Client shall indemnify and hold harmless Cold Brew Interactive (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Cold Brew Interactive as a result of any claim, judgment, or adjudication against Cold Brew Interactive related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Cold Brew Interactive (the “Client Content”), or (b) a claim that Cold Brew Interactive’s use of the Client Content infringes the intellectual property rights of a third party.
Disclaimer of All Other Warranties
COLD BREW INTERACTIVE DOES NOT WARRANT THAT THE SERVICES RENDERED WILL MEET CLIENT’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CLIENT. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, COLD BREW INTERACTIVE PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
IN NO EVENT SHALL COLD BREW INTERACTIVE BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. COLD BREW INTERACTIVE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
Client makes the following representations and warranties for the benefit of Cold Brew Interactive:
• Client represents to Cold Brew Interactive and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Cold Brew Interactive are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Cold Brew Interactive and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
• Client guarantees to Cold Brew Interactive and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Services.
• Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Cold Brew Interactive for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Cold Brew Interactive and its subcontractors from any liability or suit arising from the use of such elements.
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief.
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
Relationship of Parties
Cold Brew Interactive, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Cold Brew Interactive, whether by regulation or contract. In no way is Cold Brew Interactive to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
Notice and Payment
Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
This Agreement shall be governed in accordance with the laws of the State of Colorado. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Colorado including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
Agreement Binding on Successors
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Cold Brew Interactive. Cold Brew Interactive reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
No Inference Against Author
No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
Client and Cold Brew Interactive agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation.
Read and Understand
Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.
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