General Terms & Conditions

What follows are the general terms and conditions used as the foundation for the contracts we sign with our clients. We understand that every client situation is different, so depending on scale and scope, some terms (specifically, billing and payment terms) are negotiable, although always agreed upon in writing. This general document serves as testament to how we work, what clients can expect, and the responsibilities of both parties.  The terms and conditions of all engagements will be memorialized in a written agreement signed by all parties thereto.  The information contained within these general terms and conditions and on our website generally are for information purposes only.

6.1 Due Diligence: If it is determined by the parties that third-party vendors or suppliers are required to complete the scope of the project, CGM will secure estimates from appropriate vendors and suppliers. CGM will further assist the client with performing due diligence on the third-party vendors, and media outlets considered for services such as printing, mailing, programming, software, web hosting, domain registration, SEO services, photography, advertising, etc. Estimates for these expenses are for planning and budgeting purposes only.

6.2 Client Directly Billed: Once vendors are selected and approved in writing by the client, CGM will act as the client’s agent to manage the execution and delivery of services, as outlined in the project proposal, services agreement, or retainer agreement. In most cases, CGM will arrange for direct billing of services to the client, and the client agrees to pay for those expenses directly to the vendor.

6.3 Fee for CGM Advance: On occasion, if requested by the client, CGM may advance the costs for services provided by third-party vendors and then bill the client for reimbursement. When that happens, fees for services provided by third-party vendors will be billed to the client at cost plus 20%.

7.1 Good Faith Agreement: CGM will work in good faith to deliver completed projects on time and on budget. Projects will be executed and delivered according to the specifications, budgets, and timelines agreed upon by CGM and the client. Estimated timelines and completion dates are contingent upon the client providing feedback in a timely manner, meeting all approval deadlines, and providing discovery materials or rough content as agreed upon during the project planning process.

7.2 Revisions: Unless otherwise agreed upon in writing prior to commencement, cost estimates and project timelines include up to two (2) rounds of revisions at each creative step, including copy, graphic design, photo editing, and website wireframing and/or design. Requests for revisions above and beyond this number may result in project delays and/or additional fees.

All services rendered and/or projects completed as part of a project proposal or retainer agreement are for the sole use of the client, other than for the promotional use of CGM. These rights are not transferrable to a third party unless agreed upon in advance by CGM and the client in writing. In such cases, a licensing fee may be charged to the third party, in addition to project or service fees billed to the client.

CGM owns full rights, including reproduction rights and copyrights, of all work product until projects and/or services are completed and paid for in full. CGM permanently retains the rights for all work product that is not accepted in final form or for which complete payment has not been received. All original work that remains the property of CGM may not be used by any party without prior written consent from CGM.

Clients will have unlimited email access to assigned CGM team members. We will reply to emails within 24-48 hours. Real-time interaction (in-person or via phone or text) can occur during business hours (9am-5pm EST) Monday through Friday, excluding holidays and vacations.

From time to time during the parties relationship, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) information about its business affairs and services, confidential information, and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Confidentiality Section by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable law. The Receiving Party shall, at all times during the parties’ relationship and for a period of five (5) years thereafter: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the terms of the parties’ agreement; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the parties’ agreement. The Receiving Party shall be responsible for any breach of this Confidentiality Section caused by any of its Representatives.

11.1 Authorized Representative: Client shall appoint a client employee to serve as the primary contact with respect to our Service Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to the Agreement (the “Client Contract Manager”).  The Client Contract Manager shall have authority to provide the Service Provider with access to appropriate staff members, records, and information necessary to deliver the Services under the Agreement.

11.2 Project Schedules and Deadlines: Estimated timelines and completion dates are contingent upon the client providing feedback in a timely manner, meeting all approval deadlines, and providing discovery materials or rough content as agreed upon during the project planning process. The Client Contract Manager will provide feedback in a timely manner in order to help facilitate on-time delivery of their project(s).  The client’s failure to perform its responsibilities as set forth in the parties’ agreement will excuse CGM’s obligation to perform its obligations to the extent CGM’s failure to perform is the direct cause of the client’s inability to perform.

11.3 Proofing and Final Approvals: Prior to their public release, a Service Provider shall submit to Client for approval any Deliverables intended to be displayed, published, reproduced, distributed, or otherwise made publicly available. Within ten (10) days after receiving a submission of Deliverables and request for approval from Service Provider, Client shall provide Service Provider with written approval or disapproval of the materials submitted. If Client does not respond within said ten (10) calendar days (or within five (5) days of any resubmission), the submission shall be deemed approved.  If Client disapproves any Deliverables, the Client shall provide reasonably sufficient detail of requested modifications, Service Provider shall resubmit the modified Deliverables for reapproval, and Client shall have five (5) calendar days to provide its written approval or disapproval of any so resubmitted materials.

11.4 Reproduction Rights: The client represents, warrants, and covenants to CGM that: (a) the Client’s Intellectual Property and Client Materials (as those terms are defined within the parties’ agreement) provided to CGM for use as permitted in the parties’ agreement do not infringe or violate and will not infringe or violate the publicity and privacy rights or any other Intellectual Property Rights of any third party. CGM is not responsible for copyright or reproduction right infringements relating to any materials supplied by the client.

11.5 Website Security and User Data: Unless CGM is actively and explicitly under contract to maintain the security and health of a client’s website, CGM accepts no responsibility for the site’s security, health or ongoing maintenance. In addition, CGM will not develop or maintain any website without agreement by the client to purchase and use our list of recommended security software and protocols. Contact us if you have questions or want to know more.

If a project is delayed by the client for more than 30 days or needs to be paused by the client – for whatever reason – for more than 30 days, CGM will invoice for unpaid hours accumulated up to that 30-day mark, and that invoice will be payable within 15 days. The client must then request in writing that the project resume. At that time, CGM will provide a revised project proposal, cost estimate, and timeline. Once the new proposal is signed, the project will resume according to the revised plan.

13.1 Retainer agreements may be terminated with 30 days’ written notice without cause or penalty by either an authorized representative of the client or CGM. If this happens, the date of termination shall be agreed upon by both parties.

13.2 Project contracts may be terminated with 15 days’ written notice without cause or penalty by either an authorized representative of the client or CGM. If this happens, work will immediately stop.

13.3 In the event of cancellation:

• On or before the termination date, CGM will conduct a full accounting of work completed to date and will determine if a balance is owed to CGM or if a refund is owed to the client. CGM will then issue an invoice for the balance owed (payable within 15 days), or issue a refund check, depending on what’s in order.
• CGM will work with the client to facilitate an orderly transition of work in progress and will deliver copies of all relevant documents, information and/or materials that the client has paid for in full. Work that has not paid for in full will remain the property of CGM.

14.1 Work Product: Upon receipt of full and final payment, CGM grants the Client the rights to use the specific deliverables outlined in the SOW. CGM retains all rights to its proprietary methodologies, internal templates, and any “Clever Girl” proprietary digital assets (such as custom WordPress plugins) unless otherwise negotiated.

14.2 AI Ethics and Usage: CGM utilizes a combination of human expertise and advanced AI tools to maximize efficiency. All deliverables are audited against our internal Ethical AI Policy to ensure data integrity and original brand narrative.

The information contained within these general terms and conditions and this website are for informational purposes only.  CGM has not made and does not make any express or implied representation or warranty, either oral or written, whether arising by law, course of dealing, course of performance, usage, trade, or otherwise, all of which are expressly disclaimed as it pertains to the use of this website.  You acknowledge you have not relied upon any representation or warranty made by CGM, or any other person, on this website.  This website is provided “AS IS” and CGM makes no representation or satisfactory results, and disclaims all warranties, either express, implied, statutory, or otherwise under these general terms and conditions, including without limitation, the implied warranties of merchantability and fitness for a particular purpose.

In no event shall CGM be liable to the client or any other party under these general terms and conditions (whether in tort, strict liability, contract, or otherwise) for any (i) indirect, incidental, special, exemplary, or consequential damages (even if advised of the possibility of such damages) arising from these general terms and conditions or use of this website, including but not limited to loss of revenue or loss of profits; or (ii) amount that exceeds the aggregate of all fees paid by the client or any person to CGM under these general terms and conditions under which the claim or cause of action arose.

Contact Heather Drago: heather@clevergirlmarketing.com or 216-340-5041 (call or text).