Agreement between Olinda Services (“Service Provider”) and _____________ (“Client”). The Client is subject to the following terms and conditions. All services that Service Provider may be contracted to produce or provide for Client will be subject to the following:
1. PAYMENT. Your package rate will be billed at the first of the month. Invoices are sent via email. Payment is due upon receipt of invoice. If needed, the first month is pro-rated.
2. EXPENSES. Expenses incurred on behalf of the Client are not included in any fees and will be billed to the Client. Reimbursable expenses may include but are not limited to, office supplies, travel expenses, mileage, overseas telephone charges, payments made to vendors, and shipping and handling costs. On-site visits will be billed for meeting time, roundtrip travel time, and mileage.
3. PAYMENT OPTIONS. Personal or business checks are accepted forms of payment made to the order of “Olinda Services.” There is a $40 NSF (insufficient funds) fee for returned checks. Payments can also be made through check, Zelle, Venmo, Veem, or through QuickBooks. At this time, credit cards are not accepted.
4. LATE PAYMENTS. Payments not received by the due date will result in work cessation. Service Provider reserves the right to refuse completion or delivery of work until unpaid balances are paid.
5. CLIENT RESPONSIBILITIES. The Client understands that Service Provider is not an employee and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy, and consideration are expected. Due to the virtual nature of the relationship, the Client understands the importance of communication, primarily via email, and agrees to respond to questions, requests, and communications from Service Provider promptly. The client understands that Service Provider is a business with other clients to serve, and requires fair, realistic notice to attend to requests and projects. Poor planning or miscommunication on the part of the Client will not constitute an emergency for Service Provider. The client understands that Service Provider may require detailed clarification of projects to meet expectations and provide the best support and highest quality work.
6. OFFICE HOURS & COMMUNICATION. Office hours are 9:00 a.m. through 5:00 p.m. EST; Monday – Friday. Saturday hours are available upon special request. Email is to be the primary form of communication between Client and Service Provider. Service Provider is available for phone calls during office hours only. Texting to the business phone is available.
7. PROJECT 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 enough 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. Service Provider reserves the right to refuse any project or service request.
8. 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 Service Provider to perform or complete the contracted services or project.
9. NATURE OF COPY. Client agrees to exercise due diligence in its direction to Service Provider regarding preparation of materials and must be able to substantiate all claims and representations. Client is responsible for all trademarks, service mark, copyright and patent infringement clearances. Client is also responsible for arranging, before service, any necessary legal clearance of materials used.
10. DELIVERY. Completed projects are delivered via email, U.S. Mail, Dropbox, or other means as required by Client. Client is responsible and will be billed for all shipping and handling costs. There is no charge for emailing or U.S. mail under 1 ounce (#10 envelopes and one stamp).
11. WARRANTY. Corrections will be made at no charge if they are brought to Service Provider’s attention within 30 (thirty) days after project completion and acceptance. Corrections are not to be confused with changes.
12. RELEASE OF LIABILITY. Client shall indemnify, defend and save Service Provider harmless from any and all suits, costs, damages or proceedings, including, but not limited to, Service Provider’s services, pertaining to any and all litigation in which the Client is a party. Client shall pay all expenses incurred by Service Provider including, but not limited to, all attorneys’ fees, costs and expenses incurred should Service Provider be named a party in any litigation to which Client is a party.
Client shall further indemnify and hold harmless Service Provider 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 Service Provider is not limited to any acts or omissions, statements or representations made by Service Provider in the performance and/or nonperformance of Service Provider’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against Service Provider. All reasonable precautions will be taken to safeguard the property entrusted to Service Provider. In the absence of negligence, however, Service Provider 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.
Service Provider 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. Service Provider will not be held liable for typographical omissions or errors.
13. CONFIDENTIALITY. The Service Provider shall not use or attempt to use any confidential information in any manner either:
- Which may injure or cause loss either directly or indirectly to the Client or to its business or may be likely to do so; or
- For the Service Provider’s own purposes or the purposes of any person other than the Client; or
- Otherwise than as authorized by the Client.
Information shall not be considered confidential to the extent that it is or becomes a part of the public domain through no wrongful act or omission by the Service Provider or is already known by the Service Provider free of any confidentiality obligation or is disclosed under proper judicial or government process.
“Confidential Information” means information in respect of:
- Technology and “know-how” of the Client;
- Specifications and technical manuals of the Client;
- Procedures, operations, practices, products and processes of the Client;
- Intellectual or industrial property of the Client;
- Business, trade and financial dealings of the Client;
- Prices and costing relating to the existing or prospective products or services of the Client;
- Customer lists, files, manuals, account records, computer files and software, documents and materials generated or arising out of the business of the Client;
- Existing or prospective clients, customers or suppliers of the Client;
- The organization and administrative procedures of the Client;
- Reports, memoranda and other writings and papers, including any technical data files of the Client;
- The business transactions, business methods, records, forms, charges and financial affairs of the Client.
14. INTELLECTUAL PROPERTY. All documents and information created, edited, or otherwise worked on by the Service Provider in connection with the services provided under this Agreement (together, the “Works”) are works made for hire for purposes of any copyright laws applicable thereto, and that the Works were specially ordered by, and at the direction and under the control of, Client.
It is further acknowledged and agreed by the parties that Service Provider has no, and shall never claim any, rights in or to the Works or any copyright (including any and all renewals, extensions or reversions of copyright now or hereafter provided by law) or other right in or relating to the Works; Client shall be entitled to, and is and shall be the sole and exclusive owner of, all such copyrights, trademarks and other rights in and to the Works throughout the world; Client may make any changes, modifications, adaptations, translations or revisions to the Works as Client may in her sole discretion determine or desire, and Service Provider shall never claim any right of any nature whatsoever in any such changed, modified, adapted, translated or revised material; and Client shall, in perpetuity, be free to use any or all such material and such rights without restriction or obligation to Service Provider.
Service Provider hereby assigns to Client, and confirms the assignment to Client of, the entire right, title and interest in and to the Works, upon their creation, including but not limited to all copyright rights in the Works, all moral rights in and to the Works, all rights to secure and maintain registrations and renewals for the Works, all rights to petition, sue or otherwise seek and recover damages, profits and any other remedy (monetary, injunctive, declaratory or other) for any past, present or future infringement, conversion or misappropriation of, or other injury, offense, violation, breach of duty or wrong relating to the Works or any registration therefor throughout the world.
Service Provider acknowledges that Client is the sole owner of the Works.
Client acknowledges that Service Provider may use or develop certain processes, programs, systems, and tools to facilitate creation of the Works (“Service Provider Processes”). Service Provider Processes shall be the sole property of Service Provider, provided that Client is granted a royalty-free, non-expiring license to use the Service Provider Processes to the extent such processes are embedded in the Works or otherwise provided to Client.
15. RETURN OF RECORDS. Upon termination of this Agreement the Service Provider shall deliver all records, notes, data, memoranda, models and equipment of any nature that are in the Service Provider’s possession or control and that are the Client’s property or relate to Client’s business.
All records will be removed from client computer and backup within 30 days.
16. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
17. TERM/TERMINATION. This agreement shall be effective until either party terminates this agreement by providing 15 days written notice to the other party.
18. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Delaware.