Below is the Contract & Terms of Service for the contracted project (hereafter “project” or “work”) into which you are agreeing to enter with de la Riva Brands. Your signature and/or your payment (in part or in full) constitutes your acceptance of and agreement to these terms.

1. We hereby agree on project scope and terms, “we” here being defined as:

• you along with all or any acting agents thereof, hereafter designated “the Client” or by second-person pronouns or references thereto (“you,” “yours” etc.), and…
• de la Riva Brands along with all or any acting agents thereof, hereafter designated “the Consultant” or by first-person pronouns or references thereto (“I,” “we,” “my,” “our,” etc.)

2. Invoice and contract are issued electronically, and you pay the deposit/full amount. If no amount is due, your signature on this contract will be required. Either payment or signing of the contract will constitute the beginning of the project and the effecting of contract terms and conditions (see item 16).

3. You deliver to me all relevant information and/or special resources to be used (see items 4 and 6).

4. Any applicable meetings are scheduled and held, the I begin the work.

5. Any applicable project phases, adjustments, installments, etc. proceed as outlined above.

6. Remaining balance / final installment due (if applicable) within 30 days of the completion of work.

7. Files delivered and/or work released along with all ownership rights (see item 11).

Unless otherwise stated, full payment is required before work begins on all projects quoted under $500, and a 50% deposit is required before work begins on all projects quoted over $500 without exception. At the Consultant’s discretion we can and do occasionally begin work without a payment in place, but this does this not release the Client from their financial obligations as outlined in this agreement. On projects requiring a deposit, the remaining 50% is due within 30 days of project completion and any and all files and/or rights will be released upon satisfaction of full payment. Late fees will be imposed after 30 days at 1.5% per month (18% annually) to any outstanding balances.

NOTE: By default, any payment(s) or deposit(s) made by the Client are non-refundable, and any and all refunds will be granted solely at the discretion of the Consultant.

PAYMENT METHODS

Our preference is for payments to be made by check, and they should be made out to:

de la Riva Brands
PO Box 2567
Prescott, AZ 86302

or online with credit card, in which case a digital invoice will be sent (please note that a convenience fee of approx. 3.5% is applied to credit card payments). If you have questions about a different payment method, contact us.

The work is always only as good as the process that produces it. Our work is good because our process is good. We believe in our process and insist on it because we know that your success depends on it.

A. REQUIRED: GO-TO EXECUTIVE

We love working with boards, committees, etc., and we strongly recommend—and in some cases require—that all stakeholders, persons with influence or say, etc. be present at any and all strategy meetings, and we’d also like to be able to have their ears and input as needed throughout the process.

However, we always require that there be one representative on the Client’s side who has executive, decision-making authority over the project. The go-to executive will be our primary point of contact throughout the course of the project, and will presumably have the authority to answer questions and make decisions with respect to the project.

This will help ensure that all final solutions are grounded in objectives and not subject to a multitude of conflicting opinions or personal preferences, as well as the timely, cost-effective completion of the work.

B. ADJUSTMENTS AND REVISIONS

Concerning the content, imagery, information, and all other aspects of the project that we will be developing for you, that all must be agreed upon and delivered to the Consultant prior to start of work on the project. Specifically concerning written / informational content to be included in the project (e.g., business contact information; full or base content that becomes ‘about our services’ info; e-commerce product info/details; etc.), the client is responsible to specify all of what that entails, and to make sure that it is delivered to the Consultant prior to the start of work on the project. This includes the “base content” (i.e., bullet-point notes; a rough outline; etc.) that will become the final, user-facing content that we will be developing for you. Once we have everything we need (i.e., everything that has been agreed-upon as within the scope of work and delivered to us), we will begin execution of the project and approach with final-draft intentionality.

From that point, revisions/adjustments will follow if/as applicable, and are granted by the round.

A ‘round’ of adjustments consists of one series of unlimited modifications or revisions to existing proposed creative solutions and aesthetic details, or the correction or addition to any already-agreed-upon written/informational that is either incomplete or missing.

Adjustments must be submitted in writing (preferably in one document) delivered to us (preferably by email). Regardless of delivery method or specifics, one instance of delivered, requested adjustments, and one corresponding instance of our implementation of those adjustments, will constitute a “round” of adjustments.

Examples of adjustments might include:

• changes to fonts or colors
• different arrangement or combination of, or modification(s) to existing elements
• modification(s) to elements of a particular piece, graphics or logo
• addition of business contact details that you delivered to us but that we left out
• correction / modification of an improperly- or badly-worded sentence

An adjustment is not something like:

• a completely new design scheme
• addition of new information or content not delivered or specified before the work began
• the inclusion of new special resources (see item 6) not delivered or specified before work began
• creation of a new or additional variant or a version that was not part of the original agreement
• any changes or modifications of any kind after the Client has given final approval either via written confirmation or by making final payment

If the Client desires any rounds of adjustments beyond those specified in the original agreement, they may be purchased at the rate of $180/hr. Execution of said revisions will be based on the availability of the Consultant, and time estimates may or may not be given on said rounds.

A. SCOPE OF AGREEMENT

The scope of our agreement is only with respect to the execution of the work itself as agreed upon. I.e., I am agreeing to do the work as outlined in the project deliverables, and you are agreeing to pay me for doing that work.

The scope of our agreement is not with respect to any assessments of, satisfaction with, results from, returns on, or outcomes of the work. This agreement in no way promises, constitutes, or suggests a promise or guarantee to you of satisfaction, measurable results, longevity, infallibility, outcomes, or returns. Again, the agreement is with respect to the execution of the agreed-upon work at the agreed-upon price. While all de la Riva Brands’ work is in accordance with broadly-accepted industry best-practices and at executed at the highest possible standard according to ability and experience, the work cannot be guaranteed primarily for two reasons:

1. outcomes of perspective/opinion/etc. cannot ultimately be guaranteed or controlled
2. risk can be minimized but never eliminated.

That notwithstanding, please keep in mind that client satisfaction—and ultimately the success of your business/endeavor—is my primary concern. Not only do I pride myself in work that is upper-tier, agency-level, and executed at the highest standard of excellence in my given arena, but I will always do my best to work toward your satisfaction and I am willing to do so even at my own expense, even when it’s not my fault, and even though I am under no binding obligation to do so.

B. TIMELINE & LIMIT OF RESPONSIBILITY

Please keep in mind that the project timeline, estimated date of completion, target completion date, etc. is an estimate only, and that natural delays in the process because of coordinating calendars/schedules, the back-and-forth nature of workweek communication, etc. are normal and will not be viewed by either party as a dereliction of contractual obligations by either party per se, so long as communication is ongoing and we both remain engaged in the process. Please also keep in mind that delays on your end with respect to scheduling, communication, delivery of assets or information, etc., can and will affect the timeline.

Furthermore, I am not responsible for work that is late or not executed because of delays on your end with respect to scheduling, communication, delivery of assets or information, etc., or because of dereliction of contractual obligations on my your part in the form of desertion, failure to make payment, or violation of terms; neither am I responsible for work that is late because of circumstances beyond my control, including death, catastrophe, or illness.

C. PROJECT CANCELLATION

If you decide to cancel the project at any point prior to completion for any reason(s) other than my failure to fulfill contractual obligations to you by, e.g., desertion, dereliction, failure to execute the agreed-upon work, or violation of any of the terms contained in this agreement, any payment or deposit will not be refunded, and you will be billed for any/all outstanding costs for work done and/or expenses incurred up to the point of cancellation. Any late fees will be applied accordingly beginning at the point of cancellation.

If I cancel the project at any point prior to completion because of your failure to fulfill contractual obligations to me by, e.g., desertion, dereliction, failure to make agreed-upon payments, or violation of any of the terms contained in this agreement, any payment or deposit will not be refunded and you will be billed for any/all outstanding costs for work done and/or expenses incurred up to the point of cancellation. Any late fees will be applied accordingly beginning on the date of cancellation.

Cancellations by you must be made in writing and submitted to me via email to info@delarivabrands.com, or by letter and mailed to the above address. Cancellations by me will be in writing and submitted to you via email, or by letter and mailed to any address we have on hand.

You are invited to include any special resources you’d like—things like images, graphics, backgrounds, fonts, plugins, scripts, software, templates, etc.—given four conditions:

1. you agree to cover any expenses associated with those resources;
2. their nature or content is not objectionable (see item 15)
3. the quality and/or resolution is acceptable (typically only vectors or high-resolution images will be accepted)
4. all such resources are specified, agreed upon, and delivered to the Consultant prior to the start of work on the project (see item 4, “Adjustments and Revisions”).

I cannot be held responsible for using, at any point during the course of the project, any special resource I receive from you.

My liability is to you only and will be limited to the amount of fees payable under this contract, and I am not liable to you or to any third party for damages, including lost profits, lost savings, or other incidental, consequential, or special damages, etc., even if I have been advised of the risks. Likewise, your liability is to me only and will be limited to the amount of fees payable under this contract plus payment for any or all additional work executed or expenses incurred in the course of the execution of the project. You also won’t be liable to me or to any third party for damages, including lost profits, lost savings, or other incidental, consequential, or special damages, etc., even if you have been advised of the risks.

Unless otherwise specified or barring any other circumstances, you own all rights to the final design(s), product(s), and/or file(s) created or collected during the execution of the agreed-upon work (hereafter “final solution”), which means that you can use it/them and reproduce it/them in any way you wish, and that I cannot resell it/them to anyone else. However, I will retain full ownership of and rights to everything that is created or collected during the course of the project that is not used or included in the final solution (for example, a logo version that is rejected and unused). That said, I will use wisdom and discretion so as not to sell or use anything in final solutions of future projects of other clients that could be confused with, or that bears direct resemblance or obvious relationship to, your final solution.

I will retain the right to use everything created or collected in the course of the project—final or otherwise—for my portfolio, the promotion of my own work or business, educational purposes, or any other purpose that does not violate your ownership rights of the final solution.

The granting of any and all rights of ownership, usage, and reproduction with respect to any design(s), solution(s) and/or file(s), final or otherwise, is contingent upon full payment for the work, until which time I retain all rights to said design(s), etc.. Any usage of said design(s), etc., not paid for will constitute a violation of copyright law, and you will be responsible to me for any expenses I incur in attempting to obtain or recover payment or design(s), etc. Furthermore, if I have to pursue legal proceedings against you in order to obtain or recover payment or design(s), etc., you will be responsible to me for any expenses I incur.

The Consultant and the Client promise not to share, compromise, sell, or misuse each other’s Confidential Information.

As used in this statement, “Confidential Information” refers to any information which has commercial value and/or is either: (i) technical information, including account names, passwords or other administrative information, patent, copyright, trade secret and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulas related to the current, future and proposed products and services of the Consultant and Client, respectively; or (ii) non-technical information relating to the respective products of the Consultant and the Client, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans, and any other information which is proprietary and confidential to the Consultant or Client, respectively. The Consultant and the Client both affirm lawful right to use and/or provide, and responsibility for, any Confidential Information provided to the other, respectively.

The Consultant and the Client will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to the other, whether or not in written form. The Consultant and the Client agree to treat all Confidential Information of the other with at least the same degree of care as they accord their own Confidential Information. The Consultant and the Client further affirm that they exercise at least reasonable care in protecting their own Confidential Information, respectively.

Barring any other conditions or circumstances, you are the owner of the domain(s) which you own and/or for which you’ve paid, and de la Riva Brands is merely the provider of web services. With respect to domain hosting and/or registration, you are free at any time to obtain service through another provider, and any authorization codes that apply will be provided to you as soon as possible upon your request.

I am not obligated at that time, however, to assist with or provide advice concerning the setting up of those services with the new provider. Furthermore, once you have received any authorization codes and/or any domains have been unlocked, establishment of new service is your responsibility and I cannot be held responsible for any lapses in web services including email, hosting, or registration, and am not responsible for any fees or charges, late or otherwise, that are incurred as a result of the change of provider.

If you do decide at any point during the contract term to obtain hosting and/or registration services with another provider, please keep in mind that you will be responsible for charges up and including the full amount of what you were originally charged for those services, and that release of any authorization codes and/or domains is contingent upon full payment of those charges.

With either your payment (in part or in full) or your signature of this contract (manual or electronic), you acknowledge my right to refuse to employ my talents or services in any work that contains, celebrates, or promotes:

• obscenity;
• pornography, nudity, or sexually-suggestive material;
• recreational drug use or intoxication;
• criminal or illegal activity;
• gore or violence;
• controversial social, moral, ideological, or political causes, subjects, or topics;

or any other cause, value, or ideology to which I am sincerely and irreconcilably conscientiously opposed. You also acknowledge that any work I do decide to do with regard to any of the above-mentioned items is entirely at my own discretion as a free, private individual. Furthermore, you agree to honor and abide by my rights in this regard, and you agree that you will not ask me or attempt to coerce me to violate my rights. You also agree that you are responsible for any and all costs and expenses I incur as a result of any and all legal proceedings that either of us pursues as a result of your efforts to coerce me to do work in violation of my rights.

Either your payment (in part or in full) for the services outlined above or your signature of this contract (manual or electronic) constitutes your agreement to, and your promise to abide by, the terms and conditions outlined in this contract. Work on the project will not formally begin until the Consultant has received payment, at which time the terms of this contract will be affected.

The terms of this agreement can be and are occasionally updated, and we will not typically notify you of those updates. However, we are only bound by what we agree to with respect to these terms on the day of your payment or signature, and these terms can always be found and are available for download at https://bit.ly/d-Brands-Terms.

If you have any questions, comments, or concerns about anything in this agreement, please don’t hesitate to contact us. Thank you for working with de la Riva Brands.

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