Agreement of General Terms & Conditions for New Clients

WELCOME TO AUSTEN AGENCY! 

This Agreement describes General Terms and Conditions for working with us going forward. 

The terms outlined in this Agreement are ongoing, valid and applicable for any and all future services provided by us, including one-time projects and recurring services. 

A signature is required at the end of the Agreement.

Please read these terms carefully, and do not hesitate to contact us with any questions or clarifications needed. Thank you!

AUSTEN AGENCY
415-295-2280‬
3101 Sunset Blvd Ste 2C #102
Rocklin, CA 95677
team@austenagency.com

For purposes of this Austen Agency Agreement of General Terms and Conditions (“Agreement”), “Austen Agency” “we” or “our” or “us” refers to Austen Agency, and “the Client” “Client” “Clients” “you” or “your” refers to your company. 

Please read this Agreement, including its stated Terms & Conditions, carefully. By engaging Austen Agency to provide services to you, you agree to be legally bound by this Agreement, including its stated Terms & Conditions. Austen Agency reserves the right to update the versions of these terms & conditions and in some cases, modify terms & conditions. If these changes affect a client’s services, they will be notified and we will work through any updates necessary. 

AGENCY INFORMATION

Business Name: Austen Agency

Business Representative/Account Manager: Although we try to provide a single point of contact, email address, and phone number, your account may be managed by any qualified Austen Agency team member at any time as needed and determined by Austen Agency.

How to reach us:
Email: team@austenagency.com
Phone or text message: 415 295 2280

GENERAL TERMS & CONDITIONS

Please read thoroughly.

Hours, Response Times, and Holidays: Austen Agency standard business hours are Monday - Friday, 9:30am-4:00pm Pacific time. Although we always strive for quick response times within (and sometimes outside of) our business hours, Austen Agency will respond to a Client email, text, or voice message within 1 business day for projects and 3 business days for Technical Support Plans unless there are previously arranged extenuating circumstances. 

If the Client sends a message via email, text, or voicemail outside of our business hours, the reponse period begins upon the start of the next business day. For example, if the Client sends a communication at 5:00pm (after our business hours) on a Tuesday, the response period begins at 9:30am the next business day (Wednesday). 

Non-business days include weekends, all standard US-recognized holidays, including but not limited to Memorial Day, Labor Day, Independence Day, President’s Day, MLK Day, Easter, Christmas Eve, Christmas, New Year’s Eve, and New Year’s Day. 

Communications: The Client shall use team@austenagency.com for all email communications; emails will be directed to the correct Austen Agency team member accordingly. The Client shall use 415 295 2280 for text messages and voice messages.

For clients on Technical Support Plans, a link will be provided to initiate any request for support.

Content: On any type of project or monthly service where the Client is providing content, whether written, image, video, audio, or other formats, the Client shall be responsible for obtaining all required licenses, permissions, and/or approvals for use of such content. The Client warrants and agrees that where it has provided content to Austen Agency, it has full legal authority to use such content and/or has obtained the required licenses, permissions, and/or approvals and warrants that such content is not in violation of any third party’s copyright(s), trade or service marks or other intellectual property rights.

If the Client asks Austen Agency to write copy for inclusion in the deliverables, Austen Agency disclaims any warranties over the accuracy and reliability of any such information. The Client warrants and agrees that they shall be solely responsible for reviewing the accuracy of all written content provided by Austen Agency in connection with its provision of the deliverables. The Client must ensure that the content is factually accurate and not false or misleading. 

Clarifications during projects and recurring services : At any time, Austen Agency may contact the Client for clarifications or more information to be included on their website, emails, or social media, depening on the service. The clarifications more information needed could pertain to wording, images, opinions (eg. on graphics or themes), their offerings, pricing, or more. This contact may occur via email, text, call, or meeting. If the Client is not responsive within 1 business day, the Client acknowledges that the Service Agreement deadlines (specific to the service) may be affected.

The Client may contact Austen Agency at any time to ask questions, change a requirement, or ask for a status update; Response Times apply. If a requirement is changed, the Client acknowledges that the specific Service Agreement deadlines may need to be changed or a new Service Agreement established.

Review of work: For certain Service Agreement items, upon completion or close-to completion of the services, the Client will be asked to review the work. At that time, the Client will approve the work in writing in email, and/or any change or additional requirements can be discussed. If a requirement is changed, the Client acknowledges that the specific Service Agreement deadlines may need to be changed or a new Service Agreement established.

Scope change: If the Client requests additional work not included in the original scope of a project or monthly service within a specific Service Agreement, the Client will receive a new Service Agreement specific to the scope change. 

Invoicing and payment: More detailed terms are defined for each project or recurring service, but in general: 

Austen Agency will send payment links via email. The Client is responsible for providing the proper email address to receive payment links. Payments can be made using a debit/credit card or Apple Pay. Checks or Paypayl may be accepted only if prior arrangements have been made. Payments from Venmo, Zelle or other app-based services are not accepted. Certain services require non-refundable deposits; these requirements will be presented in Service Agreements. All payments are non-refundable and non-transferable.

Third-party providers: The Client will pay directly for all third-party costs, including but not limited to domain name purchases and renewals, website hosting fees, business email platforms such as Google Workspace, email marketing platforms typically integrated into Shopify and Squarespace, social media platforms (usually free except running paid ads), and all other platforms deemed necessary for the success of the project or service. Austen Agency will help guide the Client through the payment process for any third-party tools needed.

Satisfaction: We strive to earn our Clients’ highest level of satisfaction with our work, and we have a strong reputation as a result of the services and ideas we have provided to our clients. 

We also know that marketing is subjective, collaborative, and creative work. Austen Agency always offers recommendations based on our experience and expertise, keeping the Client’s goals, tastes, budget, and target customers in mind.

Austen Agency consults and offers options for the Client to choose from, whether it’s a website first impression, navigation approach, media pitch, graphic image, copy, video theme, social media approach, reputation management approach, operational processes, and/or design details such as images, wording, colors, fonts, positions, branding, tone, and more. 

Our approach is “advise and align.” This means that we will always advise the Client of various approaches, but all decisions are ultimately up to the Client. We will align to a Client’s final decisions on subjective marketing matters, as long as it is within the scope of the project or recurring service. 

In all cases, we ask all Clients to communicate with us if there is dissatisfaction with any service. It is our sincere goal to earn and retain our Clients’ business, as well as referrals.

Mistakes and errors: Austen Agency strives for perfection in our work. Although we have review and testing processes, a mistake or error could occur. If the Client spots a mistake or error on our part, the Client should contact us as soon as possible, and we will correct it as soon as possible. It is our intention to build and maintain the most professional digital assets for our Clients. 

At times, the Client may be the source of mistakes or errors. These most often come in the form of:

  • Misuse of professional writing styles: Austen Agency uses a combination of the Associated Press Stylebook (AP), the Chicago Manual of Style (CMOS), and Grammarly on websites, email marketing, ad copy, social media, and all other forms of marketing content. These writing style guides are the norm in journalism and marketing and may be different from writing styles used in other forms of communication. When a Client does not use the style guidelines in AP, CMOS, or Grammarly, and disagrees with the copy we have provided, the Client should contact us so that we can reference, research, and use a preferred style. 

  • Grammatical and/or spelling errors in copy provided to us: There are times when we directly copy and paste content provided by the Client (for example, a blog post). Although all website copy runs through a Grammarly check as well as our visual check with AP and CMOS in mind, Austen Agency will only fix obvious errors, unless asked otherwise.

  • The Client (or 3rd party on behalf of the Client) going into the website and making changes: Although today’s website platform tools are easier than coding, a business website can still be more complex than many business owners are prepared for, which may be realized upon attempting to create/update their own business website.

    • Most Clients use a Technical Support Plan after their website is built because a DIY approach can take longer and become perilous to the website and other content updates.

    • These factors depend on a Client’s technical aptitude and whether the Client is working in website, email, and other marketing systems as frequently as we are.

    • We encourage all Clients to learn basic skills regarding their digital assets. However, there are times when a Client (or their designated 3rd party) can accidentally move entire blocks of content around, disrupt a page’s layout, unintentionally alter content or other data, or altogether accidentally delete components. In the case of a Client discrepancy on these issues, Austen Agency reserves the right to research the platform’s activity logs and work closely with the platform support group to determine the source of errors and if rollback(s) can be initiated.

    • In cases of website disruption due to Client errors, the Client agrees to pay $150/hr for any reconstruction needed.

Extenuating circumstances and tool changes: Austen Agency is not liable nor responsible for extenuating circumstances beyond our control, such as technical issues with the actual platforms (eg. Shopify, Squarespace, WordPress, etc.), internet connectivity, natural disasters, or other issues. These types of issues are rare, but they can occur. 

Also, technical tools such as Shopify, Squarespace, Facebook, YouTube, Google Workspace, and so forth change their layout and functionality frequently; this is a standard practice for technology companies, and Austen Agency is not liable nor responsible for these changes. However, we strive to be helpful to our Clients to understand the changes as they occur. Please refer to the “Tools Performance” section below for more information. 

Ownership and Administrative Permissions: Austen Agency does not claim any rights or ownership of a Client’s business name, offerings, branding, website, ads, marketing copy, slogans, photography or other original content provided by the Client, nor any other assets produced by us or another third party, with the exception of stock content (see below). We may offer several creative ideas to the client, and when a slogan, name, design, or other content is used, we do not claim ownership. 

There are certain circumstances where ownership or work may be withheld. This includes:

1) A new website is not fully transferred to Client Ownership until services are paid in full.

2) A Technical Support Plan will be paused if a new term has not yet been paid in full.

Once a website is built and transferred to Client Ownership, the Client agrees to retain Austen Agency’s Administrative level of permissions IF the Client wishes Austen Agency to be able to access, develop, and make changes to the website or other assets.

Administrative access is different than Ownership; the Client is the stated owner of their website.

If the Client removes Austen Agency from Administrative level permissions and renders Austen Agency unable to complete services, the specific Service Agreement term will end, but the Client agrees to pay the remaining balance due as defined in the specific Service Agreement. 

Stock content: Stock images, videos and music are commonly used in websites, social media, ads, and other digital assets. In most instances, stock images are purchased and licensed by Austen Agency. In most cases, “designers who use stock content for a new, original design do not have to worry about license transfer for their Clients. That means, once the stock content is part of a new design, there is no need to purchase an additional license for Client. If Client wants to use the content separately, then, they must purchase their own license for the photo or footage.”

Austen Agency will advise the Client on the proper use of stock content if they want to use it beyond our marketing efforts on behalf of the Client; for example, for resale (printing on products, for example), or large distribution such as direct mail flyers, or if the Client wants to use a pure stock image as a logo. 

Tools Performance/Technical Platforms: Austen Agency is not responsible nor liable for the operation, performance, functioning, uptime, or results of any third party technical platforms/tools recommended, used with, or used on behalf of the Client, under any circumstances, including but not exclusively:

  • Shopify, Squarespace, WordPress or any other website and ecommerce development platforms or tools we may use

  • Plug-ins, widgets, chatbots, review integrations, any code, and other third-party website enhancement tools

  • Shopify Messaging, Mailchimp, Squarespace Email Marketing, EZ Texting, or any other email or text-based communication or CRM platforms

  • Google Workspace

  • Facebook, Instagram, Twitter, Telegram, TikTok, and other social media platforms

  • YouTube, Vimeo, TikTok or any other video platforms

  • Zoom or other live/on demand online meeting/event tools

  • PR Platforms such as HARO

  • Advertising Platforms such as Google Ads

  • Listing/Review Platforms such as Yelp, Google Business, Houzz

  • Video editing, production, and embedding tools such as Vimeo

  • Shopify Payments, Stripe, Square, Paypal, or other payment processors

  • and any other third-party tools

In addition, the Client agrees to provide access to all technical accounts necessary, such as those referenced above, in order to complete services as needed if part of a project or Technical Support Plan. Whenever possible, Austen Agency will create an Administrator account on any technical platform.

For technical platforms that do not offer multi-user access, or if they do but the Client does not want to pay the tool’s fee for multi-user access, the Client agrees to provide Austen Agency with sign-in details including passwords, which will be kept confidential; in those instances, the Client agrees to update Austen Agency should single-user credentials change. 

The Client acknowledges that while Austen Agency always strives for timely deliverables, Austen Agency is not responsible nor liable for delays where technical platform credentials have changed and/or require SMS or other verification methods that Austen Agency does not have access to. 

Changing Website Hosts or Marketing Agencies: If applicable, should the Client wish to move their website/web application to another server/host from the original hosting source, the Client as the website Owner is able to add Administrators or port their site over; however, the Client should be advised that Austen Agency is no longer responsible for the functioning of the site or other assets in any way. Sites may not port over to certain servers and/or the site may lose certain functionalities on certain servers and result in a new full-service project.

If the Client requests another marketing agency to work on their website or any other digital assets which Austen Agency created or helped create, Austen Agency is under no obligation to assist in any way, and no longer responsible for any design or functionality on any platform. The specific Service Agreement term will end, but the Client agrees to pay the remaining balance due as defined in the specific Service Agreement. 

Privacy: Austen Agency works collaboratively with Clients, and at times, with the Client’s permission, must use or access sensitive information within a project, such as credit/debit cards, email accounts, passwords, phone numbers, and other normally private information. Austen Agency strives to respect and protect all Client data and information at all times. We will never share your information to third parties without your consent. Please see more detail in the Privacy Policy posted on our website.

Results: While our goal is always the growth and success of your business, Austen Agency is not responsible nor liable for any negative business results, including decreased revenue, audience decline, reputation, damages, credibility, ratings, reviews, or any other metrics. This marketing agency standard disclaimer is applicable under all circumstances and all services we provide. 

Inappropriate or misleading content: Austen Agency reserves the right to discontinue working on projects or monthly services and cancel this Agreement and other specific Service Agreements if it determines that the Client is requiring inappropriate, misleading, or unethical information, images, videos and so forth to be published on their website, social media, ads, or any other digital assets.

The Client acknowledges that Austen Agency has the right to determine what is inappropriate, misleading, or unethical for itself, even if the Client disagrees with the decision. The Client acknowledges that Austen Agency’s decision is entirely subjective. Discontinuations are rare but necessary to protect the integrity of the Agency and its team members.

Term and Termination: Unless otherwise specified in this Agreement or future specific Service Agreement, the Agreements between the Client and Austen Agency shall be effective as of the date that the Client executes each Agreement and shall continue in effect for the duration of the term; for the purposes of this Agreement, “term” is for the duration of our work together as specified in any future Service Agreement for projects and/or recurring services. This Agreement and future Service Agreements may only be terminated prior to the end of a term as follows:

1. Breach. Either party may terminate this Agreement or future specific Service Agreement in the event of a material breach by the other party if such breach continues uncured for a period of thirty (30) calendar days after written notice of the breach.

2. Either Party may, in its sole discretion, terminate this Agreement or future specific Service Agreement in the event the other party files for bankruptcy, or is subject to involuntary bankruptcy.

3. Effect of Termination on Payment: In the event of the Client’s termination of this Agreement or future specific Service Agreement for claimed breach by Austen Agency, the Client shall pay Austen Agency for all previously issued unpaid invoices, out-of-pocket expenses incurred by Austen Agency, as well as for services rendered up to the date of termination (such date being thirty (30) days after receipt of notification of the breach) that may or may not yet have been invoiced. Austen Agency shall provide the Client with an invoice within thirty (30) days of the effective date of the termination. The Client shall pay the invoice within thirty (30) days of receipt. Such payment shall not affect Austen Agency’s right to pursue other potential damages relating to the Client’s termination.

4. Survival of Provisions. Notwithstanding the foregoing, the portions of this Agreement or future specific Service Agreement relating to A) Taxes, B) Indemnity, C) Limitation of Liability, D) Disclaimer of Warranty, E) Governing Law and Venue, F) Miscellaneous: Force Majeure, Waiver, Counterparts shall survive termination of this Agreement and future specific Service Agreement with Austen Agency:

  1. Taxes: The Client will pay, reimburse, and/or hold Austen Agency harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and duties (other than as related to Austen Agency’s income), whether international, national, state, or local (however designated), which are levied or imposed by reason of the performance of the deliverables.

  2. Indemnity: The Client agrees to indemnify and hold harmless Austen Agency, its owner and any third party contractors from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to Austen Agency’s use of materials furnished by the Client (including but not limited to, logos, slogans, trademarks, written content, photographs, video, music and fonts). Information or data obtained by us from you to substantiate claims made in marketing deliverables shall also be deemed to be “materials furnished by you.” Such claims may include claims for invasion of privacy, defamation, patent, trademark copyright or other intellectual property claims. Additionally, the Client agrees to indemnify and hold harmless Austen Agency, its owner and any third party contractors against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to business ideas, innovations, concepts, websites, web-based applications and the like that the Client has generated and has asked Austen Agency to develop or implement. For example, if you have an idea for a product or service, and it is determined that the application’s functionality violates another company’s patent, you will indemnify Austen Agency for any claims instituted by the third party. Austen Agency does not take responsibility for determining whether your business ideas, business plans, concepts or innovations may interfere with another party’s rights or are otherwise in compliance with applicable law. You warrant that any business ideas, business plans, concepts or innovations that you have presented to Austen Agency and asked Austen Agency to create deliverables for are compliant with applicable federal, state and local laws, rules and regulations.

  3. Limitation of Liability: IN NO EVENT SHALL AUSTEN AGENCY BE LIABLE TO THE CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH AUSTEN AGENCY’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AUSTEN AGENCY EXCEED ANY COMPENSATION PAID BY YOU TO AUSTEN AGENCY FOR ITS PRODUCTS OR SERVICES.

  4. Disclaimer of Warranty: THE PRODUCTS AND SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” BASIS AND AUSTEN AGENCY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Austen Agency strives to exceed Client expectations, however, since marketing results can be influenced by various external forces outside of Austen Agency’s control, Austen Agency cannot guarantee specific results or return on investment. Further, Austen Agency shall have no responsibility to fix any issues that arise after the go-live date of any services where: 1) The Client or Client’s designees have gone into the website or code and made changes; or 2) a third party component that has been made a part of the deliverables has been updated or changed by the third party component owner after the go live date. Additional work may be requested by the Client under a separate contract at then current billing rates. Unless otherwise specifically noted in the Service Agreement, Austen Agency does not warrant that any deliverables, including but not limited to websites, created for the Client are accessible, Section 508 or ADA-compliant. Development of an accessible website must be specifically agreed to in a project Service Agreement.

  5. Governing Law/Venue: This Agreement and future specific Service Agreements shall be governed by and construed in accordance with the internal laws of the State of California and not the principles of conflicts of law thereof. The Parties agree that the venue for any action arising out of this Agreement will be Placer County, California.

  6. Miscellaneous: If any portion of these Terms & Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms & Conditions and shall not affect the validity or enforceability of any remaining provisions or the provisions in this Agreement or future specific Service Agreement. Future specific Service Agreements entered into between the parties and applicable change orders, together with these Terms & Conditions, constitute the entire agreement between the parties as it pertains to the matters in this Agreement or future specific Service Agreement, and supersedes any oral discussions, written communications or draft agreements that occurred prior to execution of that Service Agreement. Notwithstanding the foregoing, to the extent that Austen Agency and the Client have executed more than one Service Agreement throughout their relationship, any and all future Service Agreements, along with their corresponding Terms, which include the remaining specific Terms & Conditions from this Service Agreement, shall be treated separately and remain in full force and effect according to their individual terms specific to the consulting service, project, or monthly service.

FINAL ACKNOWLEDGEMENT AND SIGNATURE: