Last updated on 03/01/2024
General Working Agreement
This General Working Agreement (“Agreement”) defines the TERMS AND CONDITIONS (T&C) of our working relationship. All projects or services (“the work” or “the project” or "the scope") that Realm LLC (referred to herein as “AGENCY” or “we”), P.O. BOX 300, Hamel MN 55340 may be contracted to produce or provide for CLIENT will be subject to the terms defined herein. In consideration of the mutual covenants and agreements herein contained, and other goods and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the CLIENT agrees to the following:
We will begin work after CLIENT’s approval of the project estimate and the Terms & Conditions and after receipt of payment of the initial invoice (50% of project total unless otherwise defined in the estimate). Your execution of the estimate will constitute a valid AGREEMENT between us. A true and correct copy of the estimate or scope will have been sent to you and is what you are agreeing to have us execute for you or your business.
1. Payment / Estimates / Scopes / Bids / Retainers
CLIENT agrees to pay AGENCY in accordance with the terms specified in this document and the attached estimate or any invoices. AGENCY requires receipt of 50% of the project cost specified in the estimate before work can begin. This 50% deposit is non-refundable. Subsequent payments adhere to the following schedule, unless otherwise detailed in the project estimate: 25% due as design presentation is ready, 25% due with notification of completion of the work, and before delivery of the project files/deliverables.
Credit card payments will incur a transaction fee. CLIENT agrees to contact us if you have questions about paying via credit card and the extra fees.
All payments are required. All overdue invoices are subject to a one-time $100 late fee and interest on past due balances is 3.0% per month. We reserve the right to refuse completion or delivery of work until past due balances, including all late fees and interest, are paid.
Estimates: Estimates are based on the information provided by CLIENT, and may be amended if additional information is forthcoming, or specifications change. Estimates are based on hourly rate(s) listed, actual hourly rate may vary depending on type of work performed. Unless otherwise specified, estimates are fixed and include only those elements detailed in the estimate. Client-requested changes will be billed additionally. The client will be notified of any price changes. Estimates are valid only for 30 days from the date of the estimate.
Retainers: Support retainer payments are for CLIENTs ongoing support services. All retainers must be used within one year. When the retainer reaches zero balance the retainer should be paid up to agreed amount by CLIENT. There is a 30 day cancellation notice that must be submitted to AGENCY prior and monthly invoices will be submitted to CLIENT for prior approvals before deducting from support retainer. Timelines & pricing for CLIENT support remain the same as normal service timeframes and billing; flat-rate/hourly per item and hourly for meetings, training and calls.
2. Out-of-Pocket Expenses
Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, stock images, color printouts, laminating, illustrations, separations, shipping and handling or courier service. Note that all such expenses will only be charged if CLIENT has approved them prior to purchase. Expenses are subject to Minnesota sales tax unless 1) CLIENT is a nonprofit organization; 2) CLIENT resides/operates in a state other than Minnesota; or 3) the work is for resale and you have submitted a resale certificate to AGENCY. If our services are required in out-of-town locations, we will bill lodgings, meals, rentals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates pursuant to the Internal Revenue Services optional standard mileage rates for the time period the mileage was incurred.
If CLIENT should direct AGENCY at any time to cancel, terminate or “put on hold” any previously authorized out-of-pocket purchase, we will promptly do so, provided you hold AGENCY harmless for any cost incurred as a result.
3. Additions and Alterations
New work requested by CLIENT and performed by AGENCY after an estimate has been approved are considered an addition or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a project addendum to you, and both parties must agree to the revised or additional fee before further work proceeds.
4. Nature of Content
CLIENT agrees to exercise due diligence in its direction to us regarding preparation of content materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, service mark, copyright and patent infringement clearances. CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare in the scope of a project.
AGENCY reserves the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial at AGENCY’s sole discretion.
AGENCY does not work with adult websites or websites that promote or sell adult related materials or products or display adult related content in any manner.
5. No Guarantees or Warranties
The parties agree that AGENCY has not made any guarantees or warranties regarding increased website traffic or increased commercial sales as a result of the project or any work completed by AGENCY. Nothing contained in this Agreement shall be construed as a warranty, either express or implied, on the part of AGENCY of any outcome resulting from AGENCY’s services.
6. Errors & Omissions
It is the CLIENT’S responsibility to check proofs, comps, and other deliverables carefully for accuracy in all respects, ranging from spelling to technical illustrations and graphics. AGENCY is not liable for any errors or omissions. Your authorization is required on all mechanicals, websites, or artwork prior to release for printing, digital publication, or other implementation.
7. Property & Suppliers’ Performance
AGENCY will take all reasonable precautions to safeguard the property you entrust to us. In the absence of recklessness or willful misconduct on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, AGENCY is not responsible for failure on their part.
If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. If at all possible, we will attempt to do so. AGENCY is not in any way responsible for quality, price, performance or delivery of any third-party vendors or suppliers regardless of whether or not AGENCY recommended the third-party vendors or suppliers.
8. Abuse of Relationship
If AGENCY has been contracted for design services and if during the project CLIENT introduces any other designer into the project or eschews the designs conceived of AGENCY’s own processes or rejects AGENCY’s design or design recommendations in favor of AGENCY’s mere production or reproduction of designs submitted by CLIENT or a third party (including client-created mockups as design revision examples), AGENCY may choose to respond to this breach of agreement by terminating the project.
By working with us, you acknowledge that AGENCY will manage and run the project according to its own processes. Any attempt or requirement by CLIENT to define project process or otherwise run the project may result in project termination.
9. Term & Termination
The term of this agreement will continue for work in progress until the project is concluded as outlined in the estimate, or until terminated by AGENCY or CLIENT upon written notice according to the following conditions:
9a: Breach of Contract
Upon CLIENT’s breach of contract, AGENCY may terminate the project upon written notice and will deliver to CLIENT all intellectual property originally owned by CLIENT in AGENCY’s possession. In such case, CLIENT will be granted no right or license to AGENCY’s work or any project materials produced by AGENCY. Upon AGENCY’s breach of contract, CLIENT may choose to terminate the project. In such case, AGENCY will deliver to CLIENT all property and project materials in AGENCY’s possession for which CLIENT has paid, as well as all intellectual property originally owned by CLEINT in AGENCY’s possession. Thereupon, CLIENT has the contractually described right or license to AGENCY’s work for which CLIENT has already paid. In such case, if CLIENT has paid for work not yet performed, AGENCY will refund the outstanding difference.
In the event CLIENT is dissatisfied with the quality of AGENCY’s work, CLIENT agrees to inform AGENCY of this dissatisfaction and allow AGENCY a reasonable chance to amend the issue. If after amendment, CLIENT remains dissatisfied with the quality of the work, CLIENT may choose to terminate the project. In such case, CLIENT will be granted no right or license to AGENCY’s work or any project materials produced by AGENCY unless aspects completed have been paid for.
9c: Termination Without Just Cause
CLIENT may choose to terminate this Agreement without cause however, in for any termination without cause, CLIENT agrees to pay the balance for work performed up the point of termination if over the fees already paid. In the event AGENCY terminates the Agreement without cause, AGENCY will deliver to CLIENT all work for which CLIENT has already paid and refund excess fees paid if less than tracked hours performed during the course of the project until terminated.
CLIENT and AGENCY hold both parties harmless for any loss or expense (including attorney’s fees), in the result of any actual suit, claim or action arising in any way from our working relationship.
All work performed and created for CLIENT for which CLIENT has not paid may be retained by AGENCY as security until all just claims against the CLIENT are satisfied.
12. Production Schedules
Production schedules will be established and adhered to by both CLIENT and the AGENCY, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the CLIENT or AGENCY. Where production schedules are not adhered to by CLIENT, final delivery date or dates will be adjusted accordingly and CLIENT shall be responsible for any additional costs or expenses incurred as a result of CLIENT’s failure to adhere to the production schedule.
Resources must be allocated by the AGENCY to fulfill CLIENT’S project needs according to schedule, as AGENCY is working on multiple projects at any given time. It is necessary that CLIENT be available to provide approvals, feedback, content, or anything else outlined in the project Estimate and otherwise maintain contact with AGENCY during the project timeline.
AGENCY is an internet-based business and does not have a physical office location. All communications, approvals, agreements will be done via email. If CLIENT prefers a different form of communication rather than email, this will be at an additional cost and must be stated before the estimate is provided.
If CLIENT fails to deliver necessary content, resources, or feedback by the time AGENCY deems crucial to any deadline, all deadlines and milestones, except payment milestones, will be adjusted accordingly.
CLIENT’S failure to meet timelines, milestones or content obligations for a period of 10 days or more will result in reallocation of AGENCY’S resources and work on the project will be delayed or may cease. Resuming work on the project will require a reassembly period that may equal, or exceed, the time of delay caused by CLIENT. The parties explicitly agree that any adjustments to project deadlines or milestones caused by CLIENT’s failures to fulfill CLIENT’s obligations do not affect payment milestones. All payment will be required at the time(s) initially described in the estimate.
If CLIENT’s inactive or unresponsive time exceeds a period of 30 days, this constitutes abandonment of the project. Abandonment of the project by CLIENT is considered a breach of this Agreement, subject to the provisions of paragraph 10 above.
CLIENT acknowledges and agrees that regardless of the number of individuals involved in the project, one individual in their team/company who will be appointed to have ultimate responsibility for approvals of the deliverables AGENCY will create and present. CLIENT further acknowledges and agrees that this one individual must be directly involved in the entire project and must participate in significant events during the project, including initial meeting(s), initial design presentation(s), and any related meetings.
In the event that deliverables are made available to CLIENT for approval and CLIENT fails to respond within 10 days to approve or reject, the deliverables are considered to be approved.
14. Additional Provisions
The validity and enforceability of this Agreement will be interpreted in accordance with the laws of the State of Minnesota applicable to agreements entered into and performed in the State of Minnesota.
This Agreement is our entire understanding and may not be amended in any respect except by a written mutually executed agreement.
If we must retain attorneys to collect our invoices, CLIENT will be obligated to reimburse AGENCY for all attorney’s fees, court costs, and interest at the maximum rate permitted by law.
We do our best to have a working contract that protects both parties. If you have questions or would like further information please contact us.