Terms and Conditions
1. Introduction
This Agreement governs the relationship between Bravo Charlie Delta Inc. ("BCD") and the Client ("Client") for the provision of video marketing services as described herein. Key terms used in this Agreement are defined as follows: (a) BCD: Bravo Charlie Delta Inc. (b) Client: The individual or entity engaging BCD's services. (c) Agreement: This document, including any attached proposals or invoices. (d) Deliverables: The video content and related services specified in the Agreement. (e) Services: Video production, editing, post-production, campaign management, and other related services provided by BCD.
2. Acceptance
(a) This Agreement is binding upon the Client's signature or payment of the non-refundable deposit. (b) The scope of work is detailed in the attached proposal or invoice and is incorporated into this Agreement.
3. Fees and Payment
(a) The Client agrees to pay the fees outlined in the proposal or invoice, encompassing deposits and setup costs. (b) Proposal pricing, including waivers and discounts, is valid only if signed and the deposit paid within 7 days of receipt. (c) Incremental invoices will be sent according to the specified payment schedule. (d) The payment schedule is independent of work completion status. (e) Payment of invoices is due upon receipt. (f) Work cannot be downloaded or used by the Client until payment of the final invoice has been received.
4. Project Timeline
(a) The Scope of Work must be completed within the specified project duration. (b) Extensions beyond the project duration may incur a $2,000 monthly extension fee. (c) Extensions require a written agreement from both parties at least 30 days before the project completion date. (d) Each stage includes one comprehensive review and revision. (e) Revisions or feedback must be consolidated and submitted by a single Client point of contact with decision-making authority.
5. Waterfall Process
BCD employs a waterfall approach to project management, where one stage must be approved before progressing to the next. The Client must adhere to this process.
6. Client Responsibilities
(a) The Client must provide necessary materials, information, and feedback within five business days of a request. Failure to do so constitutes implied consent. (b) The Client must review and approve Deliverables at each stage via email or live virtual work sessions.
7. Confidentiality
(a) Both parties agree to maintain strict confidentiality of all disclosed information for the duration of this Agreement and two years post-termination, except as required by law or with the express written consent of the other party.
8. Ownership
(a) Upon full payment, the Client owns the final Deliverables and associated raw footage. (b) BCD retains ownership of all project files and proprietary methods used during production unless otherwise agreed. (c) BCD reserves the right to use final Deliverables for promotional purposes with Client attribution unless explicitly prohibited in writing. (d) The Client may not reproduce or share BCD's unique methods or techniques used to create the Deliverables. (e) BCD retains the right to use the final Deliverables for promotional purposes, including but not limited to its website, social media channels, email campaigns, and other digital platforms. If the Client wishes to restrict BCD from using the Deliverables in this manner, a written request must be submitted prior to the conclusion of the project. Such restrictions may be subject to additional fees, which will be mutually agreed upon before execution.
9. Warranties
(a) BCD warrants that the Deliverables will be free from defects in materials and workmanship. (b) BCD's liability for damages is limited to the amount paid by the Client for the Deliverables. (c) BCD is not liable for indirect losses or damages due to unforeseen circumstances beyond its control.
10. Force Majeure
BCD shall not be held liable for any delays or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, pandemics, epidemics, cyberattacks, acts of terrorism, government restrictions, labor strikes, or power outages. In the event of a force majeure, BCD shall notify the Client as soon as practicable, providing details of the circumstances and an estimated timeline for resuming performance. Both parties agree to work together in good faith to mitigate any impacts caused by such events.
11. Dispute Resolution
(a) All disputes arising from this Agreement are subject to mandatory mediation in Rhode Island, USA, within a 30-day period. (b) If mediation fails, disputes will be resolved exclusively in the courts of Rhode Island.
12. Travel Expenses
(a) The Client reimburses BCD for travel expenses beyond 30 miles of Jamestown, RI. (b) Reimbursable expenses include transportation, lodging (up to 3-star unless agreed otherwise), meals (up to $65/day or actual cost, whichever is less), and incidentals. (c) Receipts are required for all travel expenses. (d) Travel exceeding $500 requires prior written approval. (e) Travel time is billed at $150/hour. (f) International travel costs, including visas, are covered by the Client.
13. Additional Clauses
(a) Content must adhere to all applicable legal and ethical standards. (b) Late cancellations (less than 7 days in advance) incur penalties: 20% for cancellations within 72 hours, 80% within 48 hours, and 100% within 24 hours. (c) Project data is accessible for 30 days post-delivery. Retrieval after 30 days is billable. Data held in deep archive for 60 days may not be retrievable. (d) BCD guarantees a full refund if the Client's 3-month revenue totals do not increase year-over-year, provided consistent advertising spend is demonstrated.
14. Indemnity
The Client indemnifies BCD from all claims, liabilities, damages, and expenses arising from the Client's use of the Services or Deliverables.
15. Non-Compete
(a) The Client agrees not to engage or hire any current or former BCD employees or contractors for competing services during the Agreement term and for one year post-termination. (b) The Client agrees not to use BCD’s proprietary methods, workflows, or confidential information to develop similar services or products that compete directly with BCD.
16. Severability
If any provision of this Agreement is held invalid, the remaining provisions remain in full force and effect.
17. Notices
Notices must be in writing and delivered by email or certified mail, with timelines for receipt based on the delivery method.
18. Recurring Services
(a) Clients must provide necessary system and account access within 7 days of Proposal acceptance. (b) Recurring services require a minimum commitment period as outlined in the proposal.
19. Content Services
(a) Content retainer payments are monthly and do not roll over. (b) Unused retainer funds are non-refundable. (c) It is the Client’s responsibility to commission work during the retainer period.
20. Termination
(a) BCD may terminate the Agreement for non-payment or failure to provide required materials. (b) Clients may not terminate services prematurely before the minimum term or project duration.
21. Service Guarantees
BCD guarantees measurable improvement in audience engagement, conversions, or ROI within 90 days of project completion, subject to the following conditions: (a) Baseline Metrics: The Client must provide baseline metrics prior to project initiation to allow for accurate performance comparisons. (b) Comparable Ad Spend: The Client must actively maintain comparable or higher ad spend levels during the guarantee period to ensure proper content distribution. (c) Adherence to Strategies: The Client must adhere to agreed-upon campaign strategies and feedback timelines. Deviations may void the guarantee.
If no measurable improvement is achieved, BCD will provide one or more remedies at no additional cost: additional thematic chapters or video derivatives, strategic consultation, or a full refund of the project cost. This guarantee does not cover indirect damages, unforeseen circumstances, or deviations from the approved scope of work.