Services, project scope, and responsibilities

The Agency will provide the services and deliverables expressly described in the applicable Project Agreement (“Services” and “Deliverables”). Any discussion, estimate, or description not included in the Project Agreement is for planning purposes and is not part of the agreed scope.

The Client may request changes to the scope, quantity, format, schedule, audience, platform, or level of work. The Agency will explain any material effect on fees or timing in writing. The Agency is not required to begin changed or additional work until the Client approves the change in writing, including by email. Work outside the agreed scope may be billed at the Agency’s current rates or under a separate estimate.

Fees, payment, scheduling, and approval

The Client will pay the fees stated in the Project Agreement. Unless the Project Agreement says otherwise, fees do not include taxes, advertising spend, printing, stock assets, travel, shipping, talent, media placement, platform subscriptions, or other third-party expenses. The Agency will obtain the Client’s approval before incurring any single third-party expense above [amount]. Approved expenses will be invoiced to the Client at cost unless the parties agree otherwise in writing.

Intellectual property, confidentiality, and personal information

The Agency retains ownership of materials, tools, processes, templates, code, know-how, and other content developed before or independently of the project. If these materials are included in a final Deliverable, the Agency grants the Client a non-exclusive license to use them as part of that Deliverable for the agreed purpose. Third-party materials, including stock images, fonts, software, music, and platform assets, remain subject to their own licenses. The Client must comply with those licenses and may need to obtain separate permissions or pay additional fees.

Third-party services, advertising, and assurances

The Services may depend on third-party websites, software, advertising platforms, hosting providers, printers, stock libraries, payment services, or other vendors. Those providers have their own terms, fees, availability, and policies. The Agency does not control them and is not responsible for their outages, account decisions, changes, security incidents, or actions. The Client is responsible for charges billed directly to it by third parties and will provide and maintain the accounts, permissions, and access needed for the work.

Indemnification, liability, and ending the engagement

Each party (“Responsible Party”) will defend the other against a third-party claim to the extent the claim arises from the Responsible Party’s material breach of this Agreement, gross negligence, or willful misconduct. The Responsible Party will pay damages finally awarded or settlement amounts it approves in writing. The Client will also defend the Agency against third-party claims arising from Client materials, Client products or services, or Client claims and instructions, except to the extent caused by the Agency’s breach or misconduct.

Disputes, notices, and general terms

Formal notices under this Agreement must be in writing and sent to the addresses or email addresses listed below, or to any replacement address provided in writing. A notice is effective when delivered by hand, reputable courier, or email without a delivery failure message, subject to applicable legal requirements.