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Terms of Service
Last updated: June 20, 2024
Thank you for choosing Saxum as your integrated marketing communications agency. These terms of service outline the terms under which we will provide our services to you.
Services
We will provide integrated marketing communications services as outlined in the statement of work (SOW) and any additional SOWs signed by both parties. In case of any conflict between this agreement and a SOW, the SOW terms will prevail.
Client agrees to cooperate with us by providing necessary personnel, timely answers, and reviewing materials promptly. Client acknowledges that delivery dates in the SOW are estimates and that we are collectively responsible for completing deliverables.
Financial Arrangements
Billing details and rates are detailed in the SOW. Standard payment terms are net 30 days. Additional fees may apply for special projects, after hours or rush services, as described in the SOW.
Expenses will be billed separately according to our expense policy. Saxum will charge a monthly shared service expense equal to six percent of the invoice amount on all invoices. This allocation supports the technology tools and infrastructure we use to deliver high-quality services to our clients. You acknowledge and agree that when purchasing any goods or services on your behalf, we are acting as an agent for you, a disclosed principal. Accordingly, you agree that we will only be liable for the cost of the goods and services purchased and other obligations to the extent we have received payment for such goods or services from you. For amounts not paid by you, you will be solely liable to the third-party supplier, and we have the right to confirm these terms with the third-party supplier in writing.
Saxum requires payments via EFT, Electronic Funds Transfer. Payments more than 30 days late will optionally bear interest at 15 percent per month. In the unlikely event that our invoices become overdue, we may also suspend work on your account. Please contact accounting, [email protected], with any concerns regarding our statements or services on receipt of the invoice. If we do not hear from you in writing within 15 days after receipt of the invoice, you agree that the invoice as received is correct and payable in full.
Term; Termination
A Statement of Work may be terminated by either party if either party misrepresents any material fact throughout the relationship by giving 30 days’ prior written notice to the other party.
If Client cancels or rejects a project(s) within a Statement of Work prior to the estimated end date specified on the specific Statement of Work, the Client is responsible for giving 30 days’ prior written notice and to pay all expenses and fees associated with work completed by Saxum. Client has no rights to any work product and is prohibited from utilizing any rejected or canceled work until 100 percent of the original deliverable price is paid in full. Clients shall be responsible for all unavoidable cancellation costs by Saxum before notice to stop.
Confidentiality
Both parties agree to keep confidential any proprietary or confidential information shared during the agreement, with the exception of what may be required by law.
Ownership of Materials/Rights Clearance
Upon full payment, all materials created for the client become the client’s exclusive property, except for third-party rights. We will obtain necessary authorizations for using third-party materials and provide documentation upon request.
New Marks. When Saxum creates, develops or otherwise provides trademarks to Client in the form of taglines, slogans, logos, designs or product/brand names (collectively “New Marks”) for Client’s use in connection with work or material created by Saxum, we may perform preliminary trademark for such New Marks. Saxum’s review is intended only to provide preliminary guidance on proposed New Marks for Client’s consideration, not as legal clearance. Client shall be given the opportunity to review such search reports or to conduct its own review and shall be responsible for the ultimate clearance and use of any New Marks. If Client approves the use of New Marks, Saxum shall have no indemnification obligation or other liability with respect to their use with regard to their selection as trademarks.
Retention of Materials
We will maintain work product materials for up to two years, after which they will be returned or discarded as per client’s written directions at the end of our business relationship.
Indemnification
Both parties agree to indemnify, defend, and hold harmless each other, their employees, officers, directors, shareholders, and agents from any liabilities, losses, damages, or expenses, including reasonable attorneys’ fees and costs, arising from (i) the nature or use of products or services; (ii) assertions made on behalf of the other party based on information provided by that party; (iii) risks or restrictions advised by either party; or (iv) infringement claims resulting from adherence to instructions.
Each party’s total liability for any claim arising from this Agreement shall be limited to the amounts received for the particular project(s) forming the basis of the claim. Neither party shall be liable for special, indirect, incidental, consequential, punitive, or exemplary damages, including lost profits or business, even if advised of the possibility of such damages. Each party waives all rights against the other for damages covered by its insurance.
Employee Protection
If the client hires one of our employees during or within six months after an active Statement of Work, the client agrees to pay us a recruitment fee of 40% of the employee’s annual salary. The payment is due within 30 days of the employee start date.
Independent Contractor
We are an independent contractor, and our services are not exclusive to the client. We may use subcontractors if necessary.
Dispute Resolution
Disputes will be settled through confidential arbitration in Oklahoma City, Oklahoma, with the parties mutually determining who the arbitrator will be from a list provided by the American Arbitration Association.
The laws of Oklahoma govern these terms, and both parties agree to the jurisdiction of any state or federal court in Oklahoma. These terms are binding and benefits successors and assigns of the parties. If any provision is deemed invalid, it will be enforced to the extent possible, and all other provisions will remain in effect. Saxum retains the right to assign a Statement of Work and terms of service to affiliates, merger partners, or asset buyers.
Miscellaneous
This agreement constitutes the entire agreement between the parties and may only be modified in writing. If any provision is found to be unenforceable, it will not affect the validity of the other provisions. All fees paid under these terms are non-refundable if the client cancels the event or relationship without proper notice.
All notices shall be made in writing and sent by email and regular mail to:
Saxum: C/O Renzi Stone
621 N. Robinson Ave., Suite 600
Oklahoma City, OK 73102
Client Expense Policy
Saxum’s policy for third-party vendor payments and expenses is as follows:
Direct vendor set-up
Saxum prefers to set up relationships between vendors and clients directly. Saxum can aid in setting up the vendor account for the client, in collecting bids or expected expenses, however, Saxum will not sign contracts on behalf of Client. All billing will go directly to Client from the third-party vendor. Saxum employee time spent coordinating direct vendor set-up is billable as outlined in the Statement of Work.
Invoicing to Saxum with mark-up
For any situation in which Saxum incurs expenses for the Client, the expense will be invoiced back to the Client with a non-negotiable mark-up fee of 25 percent, except media buy expenses as outlined in the Paid Media Service Agreement.
Saxum Travel Expenses
All travel expenses will be invoiced to Client without mark-up. Saxum aims to secure reasonably priced vehicle rentals, taxi fares, airfares, lodging, and meals, unless otherwise requested in writing by Client.
Saxum follows standard IRS Per Diem rates for meals and incidental expenses, unless otherwise requested. Saxum will invoice the Client for mileage in accordance with the standard IRS mileage rate for all miles driven to service the Client. Saxum will always follow the standard IRS mileage rates, adjusting accordingly if IRS mileage rates change.
Contact Us
If you have any questions about these Terms and Conditions, You can contact us:
- By phone number: 405.605.2003
- By mail: 621 N Robinson, Ste 600, Oklahoma City, OK 73102
- By email: [email protected]