Invoice Terms & Conditions | The Brand Development Group

BDG GENERAL CONTRACT TERMS & CONDITIONS

1. Definitions

1.1 “Agency” means The Brand Development Group, LLC (“BDG”), a Georgia-based communications and marketing firm.

1.2 “Client” means the entity or individual entering into an Agreement or Statement of Work (“SOW”) with Agency.

1.3 “Agreement” means the primary services agreement, proposal, order form, or SOW signed by the Parties, together with these General Terms & Conditions and any exhibits or attachments.

1.4 “Services” means the strategic consulting, branding, public relations, creative, digital, event, advisory, and related services to be provided by Agency as described in the Agreement or applicable SOW.

1.5 “Deliverables” means the specific work product to be delivered by Agency to Client under the Agreement or applicable SOW (e.g., designs, copy, strategy documents, videos, websites, reports).

1.6 “Pre-Existing Materials” means any methodologies, templates, frameworks, software, code, tools, know-how, or intellectual property owned, developed, or licensed by Agency prior to or independent of the Agreement.

1.7 “Confidential Information” means any non-public information disclosed by one Party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential.

1.8 “Parties” means Agency and Client, collectively; “Party” means each individually.

2. Scope of Services & Changes

2.1 Scope Defined by SOW. The Services and Deliverables are defined in the Agreement and any attached SOW(s). No work outside of that scope is included unless agreed in writing.

2.2 Change Requests. Client may request changes or additions to the scope. Agency will evaluate the impact on fees, timelines, and resources and provide a written change order. Changes are not binding until both Parties agree in writing (including email confirmation, if expressly accepted in the Agreement).

2.3 Reliance on Information. Agency will rely on information and instructions provided by Client as accurate and complete. Agency is not responsible for errors or delays arising from inaccurate, incomplete, or late information provided by Client or third parties engaged by Client.

2.4 Third-Party Vendors & Platforms. Some Services may require third-party vendors, platforms, or media (e.g., printers, web hosts, social media platforms, ad networks, production vendors). Unless specifically stated otherwise in the SOW:

Agency may recommend such vendors, but Client remains the contracting party with them; and
Agency is not responsible for outages, changes in terms, or failures of third-party platforms or vendors.

3. Term & Termination

3.1 Term. The term of the Agreement is as stated in the main document or applicable SOW. If no term is specified, the Agreement will continue until the Services are completed or terminated in accordance with this section.

3.2 Termination for Convenience.

Either Party may terminate the Agreement or an individual SOW without cause by providing thirty (30) days’ prior written notice to the other Party.
Client remains responsible for all fees incurred, approved third-party commitments, and work in progress through the effective date of termination.

3.3 Termination for Cause.
Either Party may terminate the Agreement or any SOW immediately upon written notice if the other Party:
a) materially breaches any term and fails to cure within fifteen (15) days after written notice; or
b) becomes insolvent, files for bankruptcy, or ceases operations.

3.4 Effect of Termination. Upon termination:

Client shall pay Agency all undisputed amounts due for Services performed and approved costs incurred up to the effective date;
Agency will provide, upon request and subject to full payment, any completed Deliverables due under the Agreement; and
Any provisions intended to survive termination (including confidentiality, payment obligations, IP, limitations of liability, indemnity, and dispute resolution) shall remain in effect.

4. Fees, Invoicing & Payment

4.1 Fees. Client agrees to pay Agency the fees set forth in the Agreement or SOW, which may include project fees, monthly retainers, hourly rates, performance-based fees, or a combination thereof.

4.2 Deposits & Retainers.

Unless otherwise specified, project-based engagements require an initial deposit (e.g., 50%) before work begins, with remaining amounts due upon milestones or completion.
Retainer-based engagements are billed monthly in advance and are non-refundable once the month begins.

4.3 Invoicing. Agency will issue invoices according to the schedule set forth in the Agreement or SOW (e.g., monthly, milestone-based, or upon completion).

4.4 Payment Terms. Unless otherwise stated, all invoices are due within fifteen (10) days of the invoice date.

4.5 Late Payments. Past-due amounts may incur:

a late fee of 5% per month (or the maximum rate permitted by law, if lower), and
suspension or delay of Services until all overdue balances are paid.

4.6 Expenses. Client is responsible for reasonable out-of-pocket expenses directly related to the Services (e.g., travel, lodging, shipping, printing, venue fees, advertising spend, platform fees), provided such expenses are pre-approved or outlined in the Agreement or SOW.

4.7 Taxes. Fees are exclusive of any sales, use, value-added, or similar taxes. Client is responsible for such taxes (excluding taxes on Agency’s income) where applicable.

4.8 Media & Ad Spend. Any media, advertising, or platform spend (e.g., Meta, Google, broadcast, print, out-of-home) shall be paid directly by Client to the vendor, or reimbursed to Agency if Agency advances payment, as outlined in the SOW.

5. Client Responsibilities

5.1 Access & Cooperation. Client will:

designate a primary point of contact with authority to make decisions and approvals;
provide timely access to information, personnel, platforms, and assets reasonably required; and
review and approve Deliverables within the timelines outlined by Agency.

5.2 Content & Approvals. Client is responsible for:

ensuring that all materials, information, claims, and representations it provides are accurate, lawful, and not misleading;
obtaining all necessary permissions, licenses, and releases for third-party materials supplied by Client; and
final approval of all content before publication, release, or distribution.

5.3 Legal Review. Agency does not provide legal, tax, or financial advice. Client is solely responsible for obtaining legal review of any materials or strategies that may present legal or regulatory risk (including but not limited to advertising claims, disclaimers, contest rules, legislative or advocacy messaging, and case-related content).

5.4 Timely Feedback. Delays in Client feedback, assets, approvals, or payments may impact timelines. Agency is not liable for missed deadlines or opportunities caused by such delays.

6. Intellectual Property & Usage Rights

6.1 Ownership of Pre-Existing Materials. Agency retains all right, title, and interest in its Pre-Existing Materials, including methodologies, frameworks, templates, processes, software, and know-how, whether or not embedded in the Deliverables.

6.2 Ownership of Deliverables (Final Approved Work).

Upon full payment of all amounts due under the relevant SOW, Client is granted an exclusive, worldwide, royalty-free license to use the final approved Deliverables for the purposes described in the Agreement.
For work that is explicitly designated as a “work made for hire” in the Agreement and permitted by law, ownership may be assigned to Client upon full payment, subject to Agency’s continued rights in its Pre-Existing Materials.

6.3 Agency Portfolio & Self-Promotion. Client grants Agency the right to display and reference the Deliverables (and Client’s name and logo) in Agency’s portfolio, case studies, award submissions, presentations, and marketing materials, unless otherwise restricted by a written confidentiality or non-disclosure obligation.

6.4 Source Files & Working Files. Unless expressly agreed otherwise in the SOW:

Agency is not obligated to provide raw design files, working files, or proprietary tools (e.g., layered design files, internal documents, drafts).
Hand-off of such files, if requested, may require additional fees and a separate license agreement.

6.5 Third-Party Assets. Any third-party stock images, music, fonts, software, or similar assets used in the Deliverables are subject to their own license terms. Client’s use is limited to what those licenses permit. Client is responsible for securing any additional usage rights beyond what Agency initially procures.

7. Confidentiality & Data Protection

7.1 Confidentiality Obligations. Each Party agrees to:

keep the other Party’s Confidential Information strictly confidential;
use such information solely for the performance of the Agreement; and
not disclose it to any third party except to employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality no less restrictive than these.

7.2 Exceptions. Confidential Information does not include information that:
a) is or becomes publicly available through no fault of the receiving Party;
b) is already known to the receiving Party without confidentiality obligation;
c) is independently developed without use of the other Party’s Confidential Information; or
d) is disclosed pursuant to a court order, subpoena, or legal requirement (with prompt notice to the other Party where legally permissible).

7.3 Data Protection. To the extent Agency processes personal data on behalf of Client, the Parties will comply with applicable data protection laws. If required, the Parties may execute a separate data processing addendum.

8. Specific Provisions for Advocacy, Case Amplification & Sensitive Matters

8.1 No Legal Representation. Agency’s role in legal case amplification, advocacy campaigns, or public awareness efforts is limited to communications, strategy, and media services. Agency does not act as legal counsel or provide legal advice.

8.2 Accuracy & Defamation Risk.

Client is solely responsible for the truthfulness and legal sufficiency of facts, statements, and allegations shared with Agency or used in any public communications.
Agency may decline to publish, distribute, or support content it reasonably believes to be defamatory, unlawful, misleading, or inconsistent with Agency’s values.

8.3 Approval of Sensitive Content. All messaging related to litigation, investigations, legislative advocacy, or allegations against individuals or institutions must receive explicit written approval from Client (or Client’s legal counsel) prior to release.

8.4 Media Outcomes Not Guaranteed. Agency does not guarantee media coverage, public reaction, legal outcomes, policy changes, or any other specific result from advocacy or case amplification campaigns.

9. Warranties, Disclaimers & Performance

9.1 Agency Warranties. Agency represents and warrants that:

it will perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards; and
it has the right and authority to enter into the Agreement and grant the rights described herein.

9.2 Client Warranties. Client represents and warrants that:

it has the right and authority to enter into the Agreement;
materials it provides do not infringe the rights of any third party and comply with applicable laws; and
it will not request Agency to engage in unlawful, unethical, or deceptive practices.

9.3 No Guarantee of Results.
Agency does not guarantee specific results (e.g., revenue, media placements, number of leads, conversions, rankings, votes, legislative outcomes, or attendance figures). Any statements about anticipated outcomes are good-faith estimates, not promises.

9.4 Disclaimer.
Except as expressly set forth in the Agreement, the Services and Deliverables are provided “as is” and “as available,” and Agency expressly disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Indemnification

10.1 Client Indemnity. Client shall indemnify, defend, and hold harmless Agency and its owners, officers, employees, and contractors against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
a) Client’s use of the Deliverables in violation of law or third-party rights;
b) materials, information, or instructions supplied by Client; or
c) Client’s failure to obtain necessary consents, releases, or permissions.

10.2 Agency Indemnity. Agency shall indemnify, defend, and hold harmless Client against any third-party claims that the Deliverables, as delivered and used in accordance with the Agreement (excluding Client-provided materials and any modifications made by Client or third parties), infringe a third party’s intellectual property rights.

10.3 Conditions. The indemnified Party shall:

promptly notify the indemnifying Party of the claim;
provide reasonable cooperation; and
allow the indemnifying Party to control the defense and settlement (provided any settlement includes a full release and no admission of fault for the indemnified Party).

11. Limitation of Liability

11.1 Exclusion of Certain Damages.
To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, punitive, or lost profit damages arising out of or related to the Agreement, even if advised of the possibility of such damages.

11.2 Aggregate Cap.
Except for (a) Client’s payment obligations, (b) each Party’s indemnification obligations, and (c) breaches of confidentiality, each Party’s total aggregate liability under the Agreement shall not exceed the total fees actually paid by Client to Agency under the applicable SOW during the twelve (12) months preceding the event giving rise to the claim.

11.3 Allocation of Risk. The Parties acknowledge that the fees charged reflect the allocation of risk and limitations of liability set forth in this section.

12. Force Majeure

Neither Party shall be liable for failure or delay in performance (except for payment obligations) due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor disputes, governmental actions, civil unrest, war, acts of terrorism, major platform outages, or failures of utilities or telecommunications. The affected Party shall notify the other Party as soon as reasonably practicable and use commercially reasonable efforts to resume performance.

13. Non-Exclusivity & Non-Solicitation

13.1 Non-Exclusivity. Unless expressly stated otherwise, the Agreement is non-exclusive. Agency may provide services to other clients, including those in similar or adjacent industries, provided Agency does not misuse Client’s Confidential Information.

13.2 Non-Solicitation. During the term of the Agreement and for twelve (12) months thereafter, neither Party shall directly solicit for employment any employee of the other Party who was materially involved in the Services, without the other Party’s prior written consent. This does not prohibit generalized job postings or hires initiated by the employee.

14. Independent Contractor

Agency is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing in the Agreement shall be construed to create an employment relationship or partnership. Client has no authority to bind Agency, and Agency has no authority to bind Client, except as expressly stated.

15. Dispute Resolution, Governing Law & Venue

15.1 Good-Faith Negotiation & Mediation.
If a dispute arises, the Parties will first attempt to resolve it through good-faith discussions between senior representatives. If unresolved within thirty (30) days, the Parties agree to attempt non-binding mediation before pursuing litigation or arbitration.

15.2 Governing Law.
The Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

15.3 Venue / Arbitration (Choose One Framework).
Option A – Court Venue:
Any legal action arising out of or related to the Agreement shall be brought exclusively in the state or federal courts located in Newton, Georgia, and each Party consents to the jurisdiction of such courts.

Option B – Binding Arbitration:
Any dispute arising out of or relating to the Agreement shall be finally resolved by binding arbitration administered by [Arbitration Body, e.g., AAA] under its rules, with the proceedings held in Newton, Georgia. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

(Agency should select and fix one option in its final template, with attorney review.)

16. Notices

16.1 Form of Notice. All legal notices under the Agreement shall be in writing and delivered by hand, certified mail, overnight courier, or email (with confirmation of receipt) to the addresses specified in the Agreement or as updated in writing.

16.2 Effective Date. Notices shall be deemed effective:

upon delivery, if delivered by hand;
three (3) business days after mailing, if sent by certified mail;
one (1) business day after dispatch, if sent by overnight courier; or
upon confirmation of receipt, if sent by email.

17. Assignment & Subcontracting

17.1 Assignment. Neither Party may assign the Agreement without the prior written consent of the other Party, except that either Party may assign the Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

17.2 Subcontracting. Agency may engage qualified subcontractors or specialists to perform portions of the Services, provided Agency remains responsible for their performance and compliance with these Terms.

18. Entire Agreement & Miscellaneous

18.1 Entire Agreement. The Agreement, together with these Terms and any SOWs or exhibits, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior proposals, understandings, and communications.

18.2 Amendments. Any amendment or modification must be in writing and signed (or clearly agreed via e-signature or documented email) by both Parties.

18.3 Severability. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the Parties’ original intent.

18.4 Waiver. Failure or delay by either Party to enforce any right or provision shall not be deemed a waiver of such right or provision.

18.5 Headings. Section headings are for convenience only and shall not affect interpretation.

18.6 Counterparts & E-Signatures. The Agreement may be executed in counterparts, including via electronic signatures, each of which will be deemed an original and all of which together will constitute one instrument.