Terms and Conditions–Retainer Relationships

O’Donnell IMC Terms and Conditions–Retainer Relationships

This agreement confirms contractual engagement between Purchasing Agent (“Client”) and O’Donnell IMC, LLC (“OIMC”) for the work as detailed in purchasing item. We accept the engagement upon the terms stated in this letter:
Deposit and Payment Terms: OIMC requests monthly payment installments which are non-refundable except according to cancellation policy below. Retainer fee billed on first of every month for preceding month, due in 15 days. Any outsourced printing costs must be paid in full prior to the print order being placed.

Scope: Writing and design services will include a reasonable number of revisions until the client is satisfied with the work, as long as the nature of the project has not changed. Once the scope of the project has changed from what is initially agreed upon in this document, a new Service Agreement will need to be executed.

Events that may affect delivery: Client agrees that delays and complications which are outside of the control of OIMC will not be the responsibility of OIMC. Such events may include a delay in the client signing off on proofs, unexpected delays by any outsourced vendor or unforeseen catastrophic events or health complications.

Errors & Omissions: It is the Client’s responsibility to carefully check the proofs submitted by OIMC for accuracy in all elements of the design, ranging from spelling to technical information. You or your representative’s signature on the final proof affirms that you have verified that the document looks and reads exactly as you intend it to. OIMC is not responsible for any erroneous claims made by the Client in the materials submitted, nor are we responsible for any trademark, service mark or copyright infringement. If any materials need clearance by your legal staff or other entity, please have that completed prior to submitting the materials to OIMC.

Agency status: OIMC shall be considered an independent contractor in the performance of services. OIMC and Client agree to the following rights consistent with an independent agency relationship:

  • OIMC will have the right to control and determine the methods and means of performing the contractual services, including the right to use subcontractors or employees to perform services required by Service Agreement; and,
  • OIMC has the right to perform services for others without exception during the term of the Service Agreement.

Miscellaneous expenses: Unless otherwise specified in the Proposal, the estimated cost noted above does not include the following fees: graphic design, stock photography, mileage, on-site photographs, proof fees, postage, printing or print overruns or other costs of completing the project not enumerated here.

Cancellation: Two weeks written notice is required by either party to null and void this service agreement, except in the event of a health emergency, at which time OIMC may be let out of the agreement immediately and without penalty. In the event that the Client or OIMC cancels the project prior to its completion, OIMC retains the right to collect hourly fees for services rendered until such time the project is stopped. Any pending print order charges or other incurred expenses will also be the responsibility of the Client. OIMC requires written or electronic notification from the Client to cancel the project and thereby terminate this agreement.

Legal Enforcement and Arbitration: OIMC shall have a lien against any and all of such consideration to secure all amounts at anytime owing to it under this letter agreement. Any amounts due but not paid in full 90 days after invoice issuance date will bear interest at the rate of 12% per annum. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by Michigan Small Claims Court (for amounts in controversy under court limit) with judgment amount due within 21 days of rendering, or arbitration in accordance with the Commercial Arbitration Rules of American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. If a petition in bankruptcy (including Chapter 11) is filed by or against the Client, the Client agrees to obtain from the Bankruptcy Court its approval of this engagement.

Purchase indicates Client Agrees and Accepts Terms and Conditions listed above.

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