.gif)
These Terms and Conditions ("Agreement") form a contract between you ("Client") and Halcyon Agency ("Agency") for the provision of services by the Agency. This Agreement, along with the Quote/Production Estimate provided to you, outlines the terms under which the Agency will perform its services.
1.1. The Services: The Agency will provide the services described in the Quote/Production Estimate. If there are any changes to the scope of work, the Agency will discuss them with the Client to agree upon any necessary variations to the Services and the Quote/Production Estimate.
Authors Corrections. Unless otherwise stated in the Quote/Proposal, two rounds of changes are included for all post-production after the presentation of an initial concept. Additional revisions will be charged according to the Agency's standard hourly rate of $150/hr.
1.2. Information: The Agency relies on timely collaboration with the Client to maximise its effectiveness. The Client's prompt provision of information is crucial for the Agency's work. Unless specified otherwise, the Agency will assume that all information provided by the Client is complete and accurate.
1.3. Incidentals: If required, the cost of couriers or printed proofs from external printers will be charged to the Client.
1.4. Termination: In the event that the Client wishes to terminate the contract after the commencement of work, the Client will be invoiced for the work already completed.
1.5. Force Majeure: The Agency shall not be held liable for any delay or failure to perform its obligations if the delay or failure arises from circumstances beyond the Agency's reasonable control.
2.1. Quote and Initial Payment: The Agency will provide a Quote/Production Estimate for the services to be performed. The Client agrees to pay 50% of the total quoted amount before the expiration date of the Quote.
2.2. Final Payment: The remaining 50% of the total quoted amount will be invoiced to the Client 14 days prior to the shoot date. The final payment must be made prior to the commencement of any work.
2.3. Ownership: The Agency retains ownership of all work until full payment has been received.
2.4. Other Specialist Services: The Agency’s estimate is exclusive of third-party costs unless otherwise included in the estimate. The Agency may, unless you instruct us otherwise, seek such specialist services on areas outside our expertise. The costs of such services will be passed on to and will be quoted according
2.5 Subscription and Social Media Management Payments: For retainer-based services, the Client agrees to make recurring payments in accordance with the agreed plan. The initial payment for the subscription will be processed prior to the commencement of the subscription term.
2.6 Subscription and Social Media Management Invoices: Invoices for retainer-based services will be issued on a recurring basis, either monthly, quarterly, or annually, depending on the chosen plan. The Client agrees to pay each subscription invoice within 7 days from the date it is issued.
2.7 Late Payment and Fees: In the event of non-payment or late payment for any services, including both one-time projects and subscription fees, the Agency reserves the right to take appropriate action to recover outstanding payments. Late payment fees will be applied to any unpaid balances.
2.8 Late Payment Fees: Late payment fees will be calculated as a percentage of the outstanding balance and will increase over time:
2.9 Consequences of Non-Payment: Failure to make timely payments for services rendered, including subscription fees, may result in the suspension or termination of access to the services provided. The Agency may also take legal action to recover the unpaid amounts, which may include legal fees and costs.
3.1. The Agency will provide a comprehensive quote including the scope of work for each project, detailing the specific requirements and functionalities of the work to be performed. This includes but is not limited to photography services, videography services, and social media graphics.
3.2. If the Client wishes to make any changes to the agreed scope after the project has commenced, the Agency will assess the feasibility, impact on timeline and resources, and provide the Client with a revised quote or estimate for the proposed changes. The revised quote or estimate will reflect any necessary adjustments to the scope, timeline, or cost of the project.
3.3. It is essential for the Client to provide clear and detailed instructions regarding their expectations for all services, including but not limited to photography, videography, and social media. This includes specifications on desired styles, themes, target audience, specific shots or scenes, and any other relevant details.
3.4. In the event that the Agency identifies any unforeseen technical limitations or challenges during the project's execution, the Agency will promptly inform the Client and work together to find suitable solutions and potential adjustments to the scope, timeline, or cost.
3.5. The Agency will strive to ensure that the final deliverables align with the agreed-upon scope and meet the Client's expectations. Regular communication and collaboration between the Client and the Agency throughout the project duration are essential to achieving successful outcomes.
3.6. The Agency and the Client agree to maintain open and transparent communication regarding project scope, changes, and any associated costs to ensure mutual understanding and a successful project outcome.
4.1. Content and Images: The Client is responsible for providing the necessary information about their business and marketing objectives. The Agency is not liable for errors in content supplied by the Client. Any changes required may be chargeable at the Agency's standard rates. Unless specified otherwise, the Client must provide all necessary text and graphic materials for the work in a suitable digital format. Images should be supplied as jpeg, gif, tif, png, or psd format, while text should be provided as a Microsoft Word document. Additional costs may be incurred if material needs to be retyped due to the Client's failure to supply it in an easily accessible format. Significant copywriting requirements may incur further charges.
4.2. Information for charts, graphs, and infographics should be supplied in Excel. Retyping large amounts of content may result in additional costs.
4.3. Client Supplied Images: Client-supplied images should be high-resolution images at 300 DPI for print purposes. Lower resolution images are acceptable if they are solely for web use. The Agency assumes that all images supplied by the Client are owned by the Client or have been properly licensed for use. Images sourced from Google or other unauthorized sources cannot be used.
4.4. Use of Images of Children: If the Client provides images of children, it is assumed that the Client has obtained permission to use these images.
4.5. Client Grant of Permission: The Client grants the Agency permission to utilize logos and other company identities for the purpose of creating the project. The Client agrees to indemnify the Agency against any claims arising from the Client's negligence or failure to obtain proper copyright permissions for all content supplied.
5.1. Confidentiality: The Agency will keep all documents and affairs of the Client confidential, except where disclosure is required by law, permitted by the Client, or already in the public domain. The Agency may disclose documents and affairs to other service providers involved in the assignment, the Agency's affiliates or related parties, or any other properly delegated service provider to provide comprehensive services to the Client.
6.1. Freedom to use Ideas and IP: The Agency reserves the right to use similar or identical concepts, techniques, or ideas developed during the project for other clients, provided that no confidential information or proprietary materials of the Client are used in the process.
6.2. Ownership of Materials and Intellectual Property (Photography, Videography, and Graphics):
6.2.1. All photographs, videos, and graphics produced by the Agency during the project, including but not limited to images, footage, animations, illustrations, logos, and designs, shall remain the exclusive property of the Agency, unless otherwise specified in writing.
6.2.2. Upon completion of the project and full payment received from the Client, the Agency grants the Client a non-exclusive, limited license to use the photographs, videos, and graphics solely for the agreed-upon purposes as outlined in the project scope. This license does not permit the Client to sell, license, distribute, or transfer the materials to third parties without the prior written consent of the Agency.
6.2.3. The Agency retains all intellectual property rights associated with the photographs, videos, and graphics, including any underlying concepts, ideas, techniques, source files, and proprietary methodologies used in their creation, regardless of whether they are incorporated into the final deliverables.
6.2.4. The Client shall not make any alterations, modifications, or derivative works of the photographs, videos, and graphics without the prior written consent of the Agency. Any unauthorised use or reproduction of the materials is strictly prohibited and may result in legal action.
6.2.5 The Client acknowledges that the Agency's ownership and rights to the photographs, videos, and graphics are integral to the Agency's business operations, creativity, and future projects. The Client agrees not to challenge or dispute the Agency's ownership or use of the materials beyond the agreed-upon scope of the project.
6.3. Portfolio Rights. The Client acknowledges that the Agency may use the photographs, videos, and graphics produced during the project for promotional and marketing purposes, including but not limited to showcasing them in the Agency's portfolio, website, social media channels, and other marketing materials.
6.4. Working Files and Copyright. The Agency owns the legal copyright of its working files, including design concepts, elements, infographics, fonts, and imagery. Working files are the Agency's intellectual property and are not released as part of the projects. If the Client wishes to obtain working files, a separate request and quote will be provided.
7.1. The Client shall indemnify and hold the Agency harmless against any claims, damages, losses, or liabilities arising from the Client's misuse, unauthorised reproduction, or infringement of any intellectual property rights associated with the photographs, videos, and graphics.
8.1. The Agency's total liability to the Client, whether in contract or tort, shall not exceed the total price paid by the Client. The Agency shall not be liable for any indirect or consequential loss, including but not limited to loss of profits, business, revenue, goodwill, or anticipated savings.
9.1. These Terms and Conditions may be varied or superseded by agreement in writing between the Client and the Agency. Any such variation shall not affect any rights or obligations that may have already accrued, unless specifically agreed otherwise.