Terms and Conditions
1. Introduction
This Agreement governs the relationship between Bravo Charlie Delta Inc. ("BCD") and the Client ("Client") for the provision of communications design and video marketing services.
Key Definitions:
BCD: Bravo Charlie Delta Inc.
Client: The individual or entity engaging BCD’s services.
Agreement: This document, including any attached proposals or invoices.
Deliverables: The communications content, tools, and related services specified in the Agreement.
Services: Creative strategy, video pre-production, production, editing, UI/UX design and development, paid advertising, social media management, and related services provided by BCD.
2. Acceptance
(a) This Agreement becomes binding upon the Client’s signature or payment of a non-refundable deposit. (b) The scope of work is detailed in the attached proposal or invoice and is incorporated into this Agreement.
3. Fees & Payment
(a) The Client agrees to pay the fees outlined in the proposal or invoice. (b) Proposal pricing, including waivers and discounts, is valid only if signed and the deposit is paid within seven (7) days of receipt. (c) Incremental invoices will be issued according to the specified payment schedule, regardless of work completion status. (d) Payments are due upon receipt; late payments may result in service suspension. (e) Work cannot be accessed or used by the Client until the final invoice is paid in full.
4. Project Timeline
(a) Projects must be completed within the specified duration outlined in the proposal. (b) Extensions beyond the agreed timeframe may incur a monthly extension fee of 5% of the total project cost. (c) Each project stage includes one (1) comprehensive review and revision. (d) Revisions and feedback must be submitted by a single Client point of contact with decision-making authority.
5. Waterfall Process
(a) BCD follows a waterfall approach to project management; one phase must be approved before moving to the next. (b) The process includes: discovery, research, strategy, creative, pre-production, production, post-production, delivery, and optimization. (c) The Client must approve deliverables at each stage via email or virtual work sessions. (d) Revisiting previous stages may result in additional fees.
6. Client Responsibilities
(a) The Client must provide necessary system access within 14 days of acceptance (e.g., web host, Google Ads, Analytics, Facebook, CMS). (b) The Client must provide requested materials and feedback within five (5) business days; failure to do so constitutes implied approval.
7. Google Ads & Facebook Ads
(a) The minimum term for these services is six (6) months. (b) BCD may create ad accounts on behalf of the Client. (c) The accounts are subject to Google/Facebook’s terms and policies. (d) The Client will not have direct access to these accounts. (e) BCD retains all intellectual property rights to content created. (f) The Client is responsible for all ad platform fees; non-payment may result in service suspension. (g) BCD does not guarantee specific performance or increased sales. (h) Ad platforms may reject ads at any time; BCD will attempt appeals but is not responsible for rejections.
8. Website Hosting Service
(a) The minimum term is 12 months. (b) FTP and cPanel access will not be provided except at BCD’s discretion. (c) Server maintenance may temporarily interrupt hosting access; no fee adjustments will be made for such suspensions. (d) Upon termination, after full payment, BCD will provide necessary access for migration, but will no longer retain website data.
9. Search Engine Optimisation (SEO)
If the Client engages BCD for SEO services: (a) The minimum term is 12 months. (b) SEO Guarantee: At least 10% of key phrases will rank on Page 1 of Google within 90 days, 30% within 180 days, and 60% within 365 days. (c) The Guarantee applies only if the Client implements BCD’s recommendations and maintains consistent ad spend. (d) The Guarantee does not apply if: (i) A new domain lacks a redirect from an aged domain. (ii) On-page optimizations by BCD are modified or removed. (iii) The website has poor content, an SEO-unfriendly CMS, or penalties from Google. (e) Algorithm updates may impact rankings; BCD will work to rectify but does not guarantee improvements. (f) BCD may place a "Digital Marketing by BCD" link in the Client’s website footer.
10. Liability & Dispute Resolution
(a) BCD’s liability is limited to the amount paid by the Client for the service in question. (b) BCD is not responsible for indirect damages, business losses, or external factors affecting results. (c) Any disputes shall first undergo mandatory mediation in Rhode Island within 30 days. If mediation fails, disputes shall be resolved exclusively in the courts of Rhode Island.
11. Ownership & Usage Rights
(a) Upon full payment, the Client owns final deliverables but not project files or proprietary methods. (b) BCD retains ownership of all project files unless otherwise agreed. (c) BCD may use final deliverables for promotional purposes unless the Client opts out in writing. (d) The Client may not replicate BCD’s workflows or methods for competing services.
12. Indemnity & Non-Compete
(a) The Client indemnifies BCD from claims, damages, and liabilities arising from the Client’s use of services. (b) The Client may not hire BCD employees or contractors for competing services during the Agreement term and for one (1) year post-termination.
13. Force Majeure
(a) BCD is not liable for delays or failures due to events beyond its control, including natural disasters, cyberattacks, or government restrictions. (b) If affected, BCD will notify the Client and propose revised timelines.
14. Additional Clauses
(a) Cancellations within:
72 hours: 20% penalty
48 hours: 80% penalty
24 hours: 100% penalty (b) Project data is available for 30 days post-delivery; retrieval after 30 days is billable. (c) Travel beyond 45 miles of Jamestown, RI, is billable, including lodging and meals. (d) Recurring service commitments must be met as outlined in the proposal.
15. Service Guarantees
(a) BCD guarantees measurable improvements in engagement, conversions, or ROI within 90 days, provided:
The Client supplies baseline performance data.
Ad spend remains consistent.
BCD’s strategic recommendations are followed. (b) If no measurable improvement occurs, BCD will provide additional thematic chapters, creative variations, or a refund if all terms are met.