Terms & Conditions
02.01.2010 – Present
For the purposes of this agreement MG Lomb Advertising, Inc. will be referred to “Agency,” and, entity engaging in business with Agency will be referred to as “Client.” In the absence of alternate terms and conditions governing business between Agency & Client the following terms and conditions shall apply.
1. Time for Payment
All invoices are payable within 30 days of the date of creation listed on the invoice, unless otherwise specified on a corresponding written agreement. A 1 1/2 % finance charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment. Client agrees to pay a bounced check fee of $35.00 for all returned checks.
2. Default in Payment
Client shall assume responsibility for all collection of reasonable legal fees necessitated by default in payment.
If a work order is used for an estimate or assignment confirmation, the fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. Client’s approval shall be for any increases in fees or expenses that exceed the original estimate by ten percent (10%) or more.
Client shall reimburse Agency for all expenses arising from this assignment, including the payment of any sales tax due on this assignment, and may be required to advance Agency payment for certain expenses either; (1) prior to, or (2) at the time of their being purchased by Agency.
5. Assignment of Responsibility
Agency shall assign the person(s) designated as “REP” on associated work orders, and Client shall assign the person(s) designated as “ORDERED BY” on associated work orders as the only designated persons who will send and/or accept all deliverables, and receive and/or make all communications between Agency and Client. Neither party shall have any obligation to consider for approval, or respond to, materials submitted by persons other than the designated person(s). Each party has the right to change its designated person(s) upon ten (10) working days written notice to the other.
6. Testing and Acceptance Procedures
Agency will make every good faith effort to test all deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over of deliverables to Client. Upon receipt of said deliverables, Client shall either accept the deliverables and make the milestone payment, or, provide Agency with written notice of any corrections to be made and a suggested date for completion which should be mutually acceptable to both the Agency and Client.
In the event of cancellation of this assignment, ownership of all copyrights and any original artwork shall be retained by Agency. A cancellation fee for work completed, based on the prorated portion of the next payment and expenses already incurred, shall be paid by Client within ten (10) days. Should Client choose to cancel any assignment notice of said cancellation shall be made by Client in writing and delivered to Agency by certified U.S. mail. Cancellation will not take effect until the date that such notice has been received by Agency.
8. Ownership and Return of Artwork
Agency retains ownership of all artwork, whether preliminary or final, and the Client shall return such artwork within 30 days of use unless indicated otherwise by separate written agreement, mutually agreed to and signed by both Agency and Client.
9. Ownership of Copyright
Client acknowledges and agrees that Agency retains all rights of copyright in the subject material.
Modification to these terms and conditions must be written, mutually agreed to and signed by both Agency and Client, except that the invoice may include and Client shall pay fees or expenses that were orally authorized in order to progress promptly with the work.
11. Stock Photography
Agency will provide all stock photography required to complete all deliverables defined within an associated work order. Agency provides the option for Client to purchase stock photography from Agency at a minimum cost of $25.00 per image, but does not guarantee that the available selection of stock photography images will fulfill all needs. If Agency is unable to satisfy Client with the available selection at the minimum cost then Agency will provide alternate stock photography options to Client for consideration, and determine mutually agreeable pricing. Client agrees that stock photography costing more than $100.00 will have payment terms of Due On Receipt.
Agency will provide the printing of all deliverables, for an additional fee, unless otherwise indicated on the associated work order. Any payment made by Client for printing will be made directly to Agency, and not to any third party. Agency will provide competitive pricing for printing to Client, although the pricing for printing provided may not be at the lowest available cost.
13. Electronic Files
Agency may provide Client with electronic files for use by Client. When this occurs, Agency will only provide electronic files in a current Adobe .PDF format. The Agency will password-protect these files. Editing of these files is not permissible, unless clearly indicated in writing by Agency in a separate agreement that has been signed by both Agency and Client.
14. Rights Transferred
Use granted to Client by Agency will be specified within a separate written agreement that has been signed by both Agency and Client. Usage beyond that which has already been granted to Client by Agency in such an agreement shall require advance written notice by Client to Agency, and Agency’s signed approval. Agency reserves the right to charge for additional use.
15. Warranty of Originality
Agency warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that Agency has full authority to use has been obtained on an unlimited basis; that Agency has full authority to make this agreement; and that the work prepared by Agency does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that Client or others may make of the Agency’s product which may infringe on the rights of others. Client expressly agrees that it will hold Agency harmless for reasonable direct costs caused by the Client’s use of Agency’s product to the extent such use infringes on the rights of others.
16. Limitation of Liability
Client agrees that it shall not hold Agency or his/her agents or employees liable for any incidental or consequential damages that arises from Agency’s failure to perform any aspect of the separate written agreement in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Agency or a third party.
Client will not offer employment to any Agency partner or staff or induce or solicit any such person to take up employment with Client; nor will Client use the services of any such person, either independently or via a third party, for a period of one year following the end of any involvement by Agency with any engagement for Client. Breach of this condition will render Client liable to pay Agency monetary damages equal to four months’ fees for the person concerned.
18. Dispute Resolution
Disputes in excess of $2,500 shall be substituted to binding arbitration before the Joint Ethics Committee or a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. Client shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the Agency.
Client agrees to submit all disputes arising with Agency to the exclusive jurisdiction of the courts of New York State, and the County of Monroe, U.S.A.
20. Attorney’s Fees
In any dispute between the Client and Agency, the prevailing party in such dispute shall be entitled to have its reasonable attorney’s fees and court costs paid by the other party.
21. Acceptance of Terms
The signature of Client, on any separate written agreement referencing these terms, shall evidence Client’s acceptance of these terms.