Retainers. Monthly retainers provide ongoing support at discounted rates for each service that has been lined out and are deducted from the monthly retainer purchased. Retainer fees are required in full in advance of services; Payment is due on or before 1st day of each 30-Day Billing Period and will be deducted automatically using the card on file. If payment is not received by the 1st day of each 30-Day Billing Period, in-retainer hourly rates plus a 10% surcharge will apply for any work performed during that month, and monies received will be applied accordingly. Services rendered beyond the retained number of hours will be billed at the regular out-of-retainer rates with payment due upon receipt. Hours are billed in 10 (ten) minute increments. Payments rendered are considered fully earned and non refundable. At the discretion of Automated Dreams LLC., up to 10% of an unused retainer may be carried into the next month. Otherwise, any unused portion of a retainer is not carried over; it is incumbent upon Client to utilize their retained amount each month.
Client Responsibilities. Client understands that Service Provider is not an employee, and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy and consideration are expected. Due to the virtual nature of the relationship, Client understands the importance of communication, especially via email, and agrees to respond to questions, requests and communications from Service Provider in a timely manner. Client understands that Service Provider is a business with other clients to serve, and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunications on the part of the Client will not constitute an emergency for Service Provider. Client understands that Service Provider may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work. Automated Dreams LLC does everything in its power to ensure that all work and services are delivered in an accurate and flaw-free manner, however, the Client understands that final approval of all delivered work and/or services completed by Automated Dreams LLC and its contractors is their responsibility. If Client gives final approval of delivered work, be it implicitly (through payment in full - applies to non full up-front paid services) or explicitly, then fulfillment of all work and/or services of Automated Dreams LLC is considered to be completed in-full. Automated Dreams LLC reserves the right to offer custom guarantees at its discretion which may be in-conflict with this clause, these custom guarantees supersede conflicting clauses in these Standard Terms & Conditions.
Termination. Retainers require at least a 3-month commitment by the contracting party, and the agreement shall renew in 3-month intervals. Retainers may be terminated by either party for any reason with 10 (ten) days advance written notice of intent to cancel before the end of the 90-day retainer cycle. Retainer fees are due in full for the intended month of cancellation if proper notice is not provided.
Office Hours & Communication. Regular office hours are Monday through Friday 9:00 am to 5:00 pm (PST). Office hours for certain teams extend a few hours in on each end of our regular office hours. Email is to be the primary form of communication between Client and Service Provider. Service Provider is available for phone calls during office hours only. Occasional calls of only a few minutes in duration are not typically billed to Client. However, the time of both parties must be respected, and calls lasting over 10 minutes will be billed to Client. Telephone meetings must be prescheduled. Cancellation requires a minimum of 24 hours advance notice. Missed meetings or cancellations without sufficient notice will be billed to Client for the full duration of the scheduled call at the resource(s) rate.
Projects Completion. Basic support receives 24-48 hours attention. Each new or special project requires a minimum three (3) days lead time. Client will provide sufficient notice and allow for reasonable time frames for project completions. Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to a 25% surcharge and/or other rush fees. Service Provider reserves the right to refuse any project or service request.
Materials & Information. Client will provide all content, outlines, photos, project images, etc., necessary for any special projects. Source material must be clear and legible. Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for Service Provider to perform or complete the agreed services or project.
Accuracy. Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing and accuracy.
Payment Options. Personal or business checks are accepted for payment. AMEX, Discover, Mastercard and VISA credit cards and e-checks are accepted through our online payment vendor. Any expenses incurred for the Client to Automated Dreams LLC's account is due on receipt plus a 3.5% + $10 per system service charge to account for credit card surcharges.
Property. All billings (including invoices, statements and estimates), reports and time accounting are provided as a convenience to Client at the discretion of Service Provider and remain the property of Service Provider. Periodic audits may reveal previous billing discrepancies or errors, and Service Provider is entitled to void or recall incorrect invoices and statements and bill for any monies due on account.
Lien. All materials or property belonging to Client, as well as work performed, may be retained as security until all just claims against Client are satisfied.
Work Product Ownership. Any work and/or services rendered by Automated Dreams LLC and its contractors are considered the property of Automated Dreams LLC until payment is made in full. Partial payment does not transfer any such rights to Client. Should payment be made in full, only then shall the transference of rights to such work and/or services to the Client occur. Should Client’s account go into “past due” standing, collections, or refusal of payment, Automated Dreams LLC reserves the right to request the removal of any work and/or services from Client’s systems and digital and/or physical back-ups of such.
Accuracy of Information. Client agrees that the accuracy of information supplied to Service Provider is the sole responsibility of Client, and that Service Provider is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by Client.
Indemnification/Release of Liability. Client shall indemnify, defend and save Service Provider harmless from any and all suits, costs, damages or proceedings, including, but not limited to, Service Provider’s services, pertaining to any and all litigation in which the Client is a party. Client shall pay all expenses incurred by Service Provider including, but not limited to, all attorneys’ fees, costs and expenses incurred should Service Provider be named a party in any litigation to which Client is a party. Client shall further indemnify and hold harmless Service Provider and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of Client, and from liability for injuries suffered by any person relating to the Client. This agreement to indemnify Service Provider is not limited to any acts or omissions, statements or representations made by Service Provider in the performance and/or nonperformance of Service Provider’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against Service Provider. All reasonable precautions will be taken to safeguard the property entrusted to Service Provider. In the absence of negligence, however, Service Provider will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, nor for unauthorized use by others of such property. Service Provider will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruption, loss of information, plagiarism, etc. Service Provider will not be held liable for typographical omissions or errors.
Expiration & Modification. This Agreement shall remain in effect until such time as one or the other Party provides written notice of cancellation. This Agreement may be modified or amended as necessary after negotiations initiated by either Party. If agreement is reached, only a written instrument signed by both Parties will modify or amend this Agreement.
Additional Provisions. This Agreement shall be governed by and construed according to the laws of the State of Oregon, and shall not be construed against the drafter. The parties agree that any suit or action relating to this Agreement shall be instituted and commenced exclusively in the federal or state courts in Portland, Oregon, and the parties hereby waive the right to change such venue and hereby consent to the jurisdiction of such courts. Any liability on the part of Service Provider as determined by a court of law will be limited to an amount not to exceed one month’s retainer. If Service Provider must bring suit or other action to collect on unpaid invoices or seek remedy of any other breach of contract, Service Provider shall be entitled to an award of costs, reasonable attorney’s fees and interest at the maximum rate permitted by law in addition to any other relief awarded.
Refund policy. All payments, unless otherwise noted in writing, are considered to be non-refundable and fully collected on remittance. It may be at the sole discretion of authorized parties of Automated Dreams LLC. to offer a different refund policy in writing and/or to make an exception to it, but this shall not be construed as a waiver of this policy.