1. Project Initiation & SERVICES:

 

1.1 Services

 

1.1.1 Black Sheep is a collective of expert brand and marketing partners—who shall provide the Services in accordance with these Terms of Service.

 

Black Sheep agrees to provide the Services contracted  honestly and in good faith and to the standard of care, skill and diligence illustrated by Black Sheep at the date of signing; and use its best efforts to promote the interests of the Client in the course of providing the Services.

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1.1.2 Black Sheep will provide and complete the Services and Deliverables in the manner and form specified in these terms, and we warrant that all Services will be performed in a professional and competent manner. The Client must report any deficiencies in the Services to us in writing within thirty (30) days of performance of the Services to receive warranty remedies, otherwise Services will be deemed for all purposes to have been accepted by the Client. 

 

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1.2 Project Initiation

Once our contract has been signed by both parties, the agreement will be bound to the terms of our contract. Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. If for some reason one part of this contract becomes invalid or unenforceable, a new contract will need to be established before works can continue.

 

A 50% payment will be required to finalize your project initiation, and must be received on the date of contract signing. This 50% despot is non-refundable once your project has been booked into our workflow. This deposit will be applied to the project invoice.

 

We will uphold our rates and quotes for the duration of the initial project. If an ongoing relationship continues, terms and services are subject to change over time. We will notify you of any and all changes before they effect our agreement with you.

 

2. Amendments & Changes to Initial Project:

 

2.1 Changes are OK:

We are committed to providing a high quality of service and excellent value. The price and delivery date quoted at the beginning of this contract are based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve.

 

However, we know from experience that fixed-price contracts can often limit you to your earliest ideas, which can be difficult as your project unfolds. We don’t want to limit your ability to change your mind, so if you do decide to add something new outside the scope of the original project, that won’t be a problem as we’ll provide a separate estimate for that. Change requests will not be subject to the original project initiation and completion dates.

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2.2 Unforeseen changes:

If for unseen circumstances, there is a departure from the originally timelines or scope, both parties will address the changes and work collaboratively to find a solution in the best interest of both parties.

 

3. Project Timelines & Delivery:

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3.2 Project Initiation, Delivery Schedule and Accountability:

We will provide accurate project completion dates, and book projects up to 3 months in advance. A non-refundable payment equating to 50% of the quoted upper bound is due on the date of the contract signing.

New projects must have a mutually agreed upon start and completion date. These dates will be outlined in your Creative Brief, and are binding on our end and yours. Missed deadlines will result in amendments to the project schedule, budget and workflow, so it’s important to stay on schedule.

 

By signing our contract you agree to deliver required assets by the date and time that we agree upon. If deliverables are not received on schedule, as will be outlined in the mutually agreed upon project schedule, then the project parameters will be changed. Failure to supply critical information required for this project to the Black Sheep team in a timely manner may significantly impact your project’s delivery dates.

 

If the significance of this change impacts the ability for us to deliver the project in a reasonable time and budget, then we reserve the right to cancel this contract. Should a cancellation occur, all tasks will be halted and all assets will remain the legal IP of the Black Sheep service providers, unless otherwise specified. Works that are incomplete at the time of the cancellation will be billed out at the hourly rate specified in this contract within a 30 day period.

 

The non-refundable deposit will not be transferable to a new project or contract, without an express written agreement between the two parties.

 

At the time of contract cancellation, Black Sheep will make you aware in writing that the contract has been made void. 

 

Both parties may choose to enter into a new contract, which will require a new deposit, timeline and working agreement. Prices, availability and services are subject to change—and so the new contract may not reflect the same terms of the original agreement.

 

Any late, stalled or incomplete projects, that fall outside of the the 50% payment, will be billed out for works completed within 30 days and are subject to our billing terms. Should late, stalled or incomplete projects exceed the delivery date outlined in this contract, then we reserve the right to cancel this contract, at which point both parties can negotiate a new agreement.

 

3.3 Rush Projects:

Clients who request immediate ‘rush projects’ that result in our team working significant hours outside of regular office hours are subject to a $350 per hour, per staff, billing rate. If we can accommodate rush projects within our regular weekly work flow, we will happily do so at our regular rate and agree on a quoted project price before initiation.

 

4. Billing, Payment & Payment Scheduling:

 

4.1 Payment Terms:

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.

 

If you provide us notice of lack of funds, our company will perform a halt work immediately. At this time, the legal IP of all assets will remain the property of the the Black Sheep service provider (unless otherwise specified) and payment for works completed will be due within our regular payment terms. Should this issue impact the mutually agreed upon project deadlines, then the terms from item 3.1 will be applied.

 

4.2 Late Payments:

Late payments are subject to a 18% accumulative interest rate, which will be initiated 21 calendar days after the invoice has been submitted. The accumulative rate will be increased every 30 days until the payment has been received.

 

After an invoice has fallen past 21 days overdue, we will halt any and all current work until payment is received. If late payment becomes an ongoing issue, we reserves the right to terminate this contract at any stage of completion, and apply terms from item 3.1. We will do our best to provide suitable notice and offer alternative vendors where applicable.

 

4.3 Regular Payments:

We will submit invoices for works completed every 30 days or when the project has been completed, whichever comes first.

 

4.4 Project Asset Payments:

You will be required to cover the cost of all equipment rentals (within reason) required for your project, and you will retain the rights to essential purchases relating to project requirements. This includes photography lighting rentals, props, fonts, photographs, icons, graphics, printing costs and any other items that are essential to the agreed upon project.

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We shall be responsible for all of its own costs and expenses in the provision of the Services and normal operations.

 

These items will be invoiced directly to your company. Foreseeable costs will be cleared and approved by you before purchases are made on your behalf.

 

All required SaaS products, hosting environments and digital accounts will be set up and managed under the Black Sheep Contractors name, and will remain the property of that contractor until full payment for products and services is received. You are responsible to manage your accounts after this contract expires.

 

4.5 Billable Hours & Budgets:

We bill out on a project based billing system, and will provide you with an estimated cost based on the project specs that you outline in our initial meeting. It is important to be thorough and specific when communicating your project to us, as discrepancies will impact our ability to deliver on time and on budget.

 

If we become aware of such discrepancies once the project has begun, we will provide notice in writing and make arrangements with you to agree on a solution. Typically this will result in an amendment to the project deliverables, or a separate estimate. If you are working with a budget, then agreed upon set project budgets must be pre-arranged.

Billable hours include the time that our staff spends working for the benefit of your project; including time spent committed to your project that prevents our staff from working on billable projects for other clients.

 

This includes:

• Time spent working on your project

• Any meetings after the initial consultation

•  Any meetings that are cancelled within 24 hours prior to the scheduled time (barring

  legitimate medical emergencies or serious emergencies)

• Any time spent waiting to commence a meeting

• Any correspondence (email, texting, and phone calls) that exceed, or collectively exceed,

  5 minutes within a working day

   

We will bill out for any pre-arranged travel required for the completion of your project at a rate of $0.60/per km and $100 per staff member per hour. Gas and accommodation expenses will be pre-approved prior to travel, and will be billable at a 1 to 1 rate.

 

4.6: Billing & Extra Expenses:

We don’t believe in hidden fees, and operate under complete transparency. We will not bill you for any non-approved time or assets. We also operate under fair practice and charge pricing that offers good value to our clients. Our goal is to improve the viability of your company, and will work to save you money and increase profits where possible. We pride ourselves on recommending lower cost alternatives, reducing project costs, or discouraging unnecessary expenses when applicable.

 

5. Intellectual Property:

 

5.1 Development Works:

Brand creatives that have been designed by a Black Sheep contractors for you are the intellectual property of that contractor until the final payment has been received. Black Sheep retain the rights of attribution for portfolio and social media purposes. Any creative works produced by a Black Sheep contractor can not be re-purposed or altered without consent and appropriate attribution.

 

5.2 Redistribution of Works:

The unlawful re-distribution or re-sale of works that we have produced for you is prohibited. You may not re-sell or re-distribute our works without permission.

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5.2 Indemnification:

We will provide guidance and professional advice, based on the interpretation of information communicated by the Client and their stakeholders. Our services and products are for information purposes only, and so we will not be held liable for any loss, claim (including any claims of infringement of third party intellectual property rights), damage award, action, cause of action, cost or expense that the Client or its agents may sustain, incur, or suffer produced by Client’s operations or decisions.

 

We will be guiding the Client through a structured exploration process. During this process, the Client and its stakeholders will provide information to us in the form of media, written responses and verbal responses. If the client provides us with any opinions, information or documentation that infringe upon third party intellectual property rights, and this information is unknowingly recorded and published by us, we will not be held liable for any losses, claims or damages that the Client incurs as a result of that published work.

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5.3 Intellectual Property 

The Client agrees that all intellectual property, i.e., design work and copy concepts, including layouts, digital files and hard copies, illustration, or three-dimensional mockups of same, presented by us, to the Client for review, shall remain the exclusive property of the Black Sheep Contractor unless specifically contracted for purchase or use by the Client.

 

Once those assets have been delivered, and we have received payment in full, we will transfer limited ownership to the Client. Limited ownership allows for use, distribution, transmission and reproduction of assets. However, the Client will not reproduce those assets for sale without express written permission from us.

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Once ownership has been transferred, we will retain the right to transfer, publish and disclose the assets delivered for portfolio purposes, including display on social media, in consultation documents and on websites. We agree that it will not sell, transfer, publish, disclose or otherwise make the work product available for use by third parties without the Client’s prior written consent.

 

Moreover, original creative designs, including logos and graphic illustrations, may not be modified or altered without express written permission from us.

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5.3 Intellectual Property and Copyright

Any third-party graphics, media or publications used in the production of any assets will be licensed for usage set out in this agreement at the time of delivery. After delivery, it is the obligation of the Client to ensure that all materials and resources are appropriately licensed for use.

 

The Client will not modify the works produced by us in any way that contravene our Moral Right. If Client chooses to modify or alter any assets after the point of delivery, and those changes devalue the perceived quality of those assets, the Client must not attribute the modified works to Black Sheep or our contractors , and will seek to remedy the situation in a way that is consistent with our moral rights.

 

6. Quality Assurance & Technology:

 

6.1 Quality Assurance:

You’ll have opportunities to review our work and provide feedback. If, at any stage, you are not happy with the direction our work is taking, you’ll pay us in full for everything we’ve produced until that point, and we will cancel this contract. This notice must be given during the project development phase, and does not apply retroactively.

 

6.2 Technology:

Website and digital technology is constantly evolving and works created may require updates in order to suit newer versions of technology, such as website browsers, phone compatibility or website hosting environments. We are not liable for any technology or compatibility issues after the project completion.

 

6.3 Website & SaaS Updates:

We are not responsible for the ongoing maintenance of any online products, including websites (Wordpress, Square Space, Webflow etc.), google products, CRMs and the like.

 

You will be the sole owner of all assets required for your business (much like owning a car), and can contract us to assist you in any updates or repairs (much like being a mechanic).

 

6.4 Website Browser Testing:

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device. Browsers read and respond to website code in completely unique ways and no website will look the same across browsers and devices. We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer) and Mozilla Firefox.

 

6.5 Hosting:

We are not a hosting provider, and are not responsible for hosting management. If you don’t currently have functional hosting server we can set up an account for you at one of our preferred hosting providers. We are not responsible for the hosting provider’s services, including site speed, but can assist in correspondence and management at a billable hourly rate.

 

We can set up your site on a server, plus connect it to valuable digital marketing resources (Facebook, Google, Yoast) should it be outlined in the initial agreement. Maintenance for these accounts will remain your responsibility throughout our work together.

 

6.6 Website Design:

We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (colour, texture and typography) which we call ‘design atmosphere.’ After the design atmosphere has been approved, we will begin website development and implement that look and feel on your development site. Once the first draft of the site has been completed, we will schedule a review meeting, and apply your feedback and change requests to the site.

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6.7 Search Engine Optimization:
SEO is an ongoing process.  Our websites are designed with brand strategy and preliminary Keyword Research and basic SEO set up (meta tags and descriptions). That said, driving traffic to your website and converting visitors is not an instant set-it-and-forget-it solution. The keywords and conversion strategies that we create are a starting point (jumping off point), and require testing and optimization over time to become fully optimized. If this is a service you would like, it will be an additional service to a website build.

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7. Legal Indemnity & Liability:

 

We work hard to produce error-free works. However, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

 

We are not obligated to repair any works that have been designed or altered by a third party.

Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

 

8. Working Relationship, Ethics & Productivity:

 

We understand that your projects are very important to you, and to your business. We take great pride in offering exceptional customer service, and in ensuring satisfaction and quality. We will do everything necessary within reason to create a productive and positive working relationship with you throughout this process.

 

Communication is pivotal to the success of our projects, so please feel comfortable giving us productive feedback during all stages of our work together.

 

We understand that business can be stressful, however, we have a zero tolerance policy for inappropriate decorum, the mismanagement of personal emotions, slander, bullying, verbal abuse or physical threats/abuse which extends to our staff as well as our clients. In the highly unlikely circumstance that our staff or clients report an issue, we will address it immediately and reserve the right to enforce a stop work, provide a final invoice and end this contract once payment has been received, should it be deemed necessary.

 

Non-communication can be just as detrimental to our working relationship as negative communication. We understand that sometimes life gets busy and priorities shift, however, if this becomes a regular occurrence and we receive no communication for significant periods of time (10+ days) we reserve the right to cancel this contract. We will give you the benefit of the doubt, and provide ample warning, but when a lack of communication makes it impossible for us to move forward with your project we will need to move on with other clients and their contracts will be booked into our workflow.

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