CREATIVE AND PRODUCTION TERMS, CONDITIONS, POLICIES AND PROCEDURES
©1996-2011 Group One Communications, Inc., CyberSite.net, and The Odell Group. All rights reserved worldwide
SERVICES | THE ODELL GROUP | ORDERS | FEE STRUCTURE | ESTIMATES | WORK AUTHORIZATION ORDER | BUYOUTS |
PROOFING & REVISIONS | AUTHOR'S ALTERATIONS | DELIVERY | FAX & MESSENGER FEES | ELECTRONIC TRANSMISSION FEES |
PRODUCTION SCHEDULES | CUSTOMER FURNISHED MATERIALS | RUSH DEADLINES | ESTABLISHING CREDIT | DEPOSITS |
TERMS | INDEMNIFICATION | CONTRACTS | FEE SCHEDULE
As a subsidiary of Group One Communications, Inc. [hereafter also known as GOCI], CyberSite.net’s [hereafter also known as CSN] business is to also provide advisory and creative services relating to advertising, marketing, and promotional materials i.e., conceptualizing, copywriting, design and layout, art and photo direction, production of finished artwork for reproduction, publication, multimedia presentation, internet, intranet, and extranet presentation, among other uses. Advisory services that may be provided include general and specific counseling, budget, and media planning, and media placement, among other integrated services. [back to top]
THE ODELL GROUP
As traditional advertising, design and marketing services and media are now a vital part of the integrated services we provide to our Clients who utilize both traditional and electronic forms of media, GOCI hereinafter includes its wholly-owned subsidiary The Odell Group [hereafter also known as TOG], an advertising, design and marketing agency, separately and together as protected by, but not limited to the protection of, CyberSite.net's Terms, Conditions, Policies, and Procedures included in the statements below and in the Policy Section links listed in the left column of this page. Please review all of the contents in all of the policies carefully. For complete Terms, Conditions, Policies and Procedures regarding TOG's services and products please visit www.TheOdellGroup.us. [back to top]
Orders entered, verbally or written, cannot be cancelled except upon terms that will compensate CyberSite.net and The Odell Group against loss. [back to top]
CyberSite.net's and The Odell Group’s fees [see Fee Schedule below] are based on established hourly rates for the following services, among others: [back to top]
General Account Management and Supervision
Normal travel time to and from Clients and/or vendors. Meeting time with clients and/or vendors providing time for management, supervision, explanation, planning, and discussion of project and general recommendations. Such time will be billed for irregardless of type of meeting, and may take such form as: in-person, or via electronic communication devices such as telephone, email, fax, or intranet, etal. [back to top]
Meeting and/or other time required to plan, counsel, implement, or otherwise provide service of an advisory nature to Client including budget planning, media planning and scheduling, general creative strategy, etc. Such time will be billed for irregardless of type of meeting, and may take such form as: in-person, or via electronic communication devices such as telephone, email, fax, or intranet, extranet, et al. [back to top]
Experimental work performed at Client’s request, whether created via traditional or electronic methods, means, and processes, such as sketches, drawings, photography, computer or photo comps, traditional or electronic composition, plates, presswork, and other materials, will be charged for at current hourly rates and may not be used without the consent of CSN or TOG. All such work is protected by United States of America and International copyright laws worldwide whether so marked or not. [back to top]
Sketches, illustrations, copy, typeset gallies, traditional artboards or electronic art, and traditional or electronic art, copy, graphical or photgraphical proofs, dummies, and all other preparatory work created or furnished by CSN or TOG, shall remain their exclusive property and no use of same shall be made, nor any ideas obtained therefrom by the Client, except when CSN or TOG permits the Client to do so in writing and CSN or TOG is compensated for such work. [back to top]
Design, Art, Photographic, Illustration, and Copywriting Production
These items are defined as: conceptual, original, and copyediting copywriting; copyfitting and type specification; typesetting; traditional, mechanical, or electronically-generated creative concepts, design, and layout; traditional, mechanical, or electronically-generated production; lettering; scanning of images; traditional, mechanical, or electronically-generated photographic processes including but not limited to lab work, retouching, color correction, special effects, and enhancement; traditional, mechanical, or electronically-generated illustrations; color specification; supervision of prepress; printing, and other types of reproduction; manufacturing;and fulfillment, for any and all types of materials to be used for traditional, mechanical, or electronic reproduction, publication, distribution, or presentation, regardless of final use by Client. [back to top]
Condition of Copy
Estimates for typesetting are based upon the receipt of original copy and/or manuscript clearly typed, double-spaced on 8.5” x 11” uncoated stock, one-side only; or upon receipt of copy on electronic media [in ASCII (text with delimited tab) or MicroSoft Word, or Simple Text], accompanied by a hardcopy print-out of the material of the electronic media copy to be typeset. All copy from the client must be final and approved by the Client prior to commencement of project. Condition of copy which deviates from the aforementioned standard is subject to a re-estimating and pricing review by CSN or TOG at time of submission of copy unless otherwise stipulated in the estimate. [back to top]
Traditional, mechanical, or electronically-generated concepts, designs, copy, artwork, type, plates, negatives, positives, illustrations, graphics, photography, and all other items when supplied by CSN or TOG shall remain their exclusive property unless otherwise agreed in writing. [back to top]
The Odell Group will maintain fire, extended coverage, vandalism, malicious mischief, and sprinkler leakage insurance on all property belonging to the Client while such property is in CSN's or TOG's possession. CSN's or TOG's liability for such property shall not exceed the amount recoverable from such insurance coverage. [back to top]
CyberSite.net and The Odell Group perform their services conscientiously and to the best of their abilities and bills for those services performed. Invoices for performed services are due and payable by the client on the date of the invoice, and is payable irregardless of the ultimate usage by the client including any nonusage in part or in full of the service(s) and/or product(s) by the client. [back to top]
If an estimate is requested by the client: projects undertaken by CSN or TOG, will be estimated in advance and the estimate shall be submitted to the client for approval before work on the project commences. An estimate not accepted within thirty (30) days is subject to review, revision, and resubmission to the Client for approval before CSN or TOG commences work on the project. If, with approval from the Client to proceed, the project specifications deviate substantially from the original parameters of the project on which the estimate was based, a new estimate will be provided to the client for approval before work commences.
If an estimate is not requested by the client: the project will be executed and billed on an as-time-required basis upon receiving a verbal or written indication to "go-ahead" and commence work from the Client and/or by receipt of materials from the Client necessary to the completion of said project. Work done without an estimate is available only to established Clients of CSN or TOG who have an excellent work and payment history with one or both of the companies.
For more information, see ESTABLISHING CREDIT below. [back to top]
WORK AUTHORIZATION ORDER
Upon acceptance of the estimate, the Client will sign a Work Authorization Order indicating their acceptance of the estimate. A project schedule, outline of project reponsibilities (such as who supplies and/or provides what materials, i.e., copy, photography, etc.), and, a copy of the estimate shall be a part of the Work Authorization Order. Client shall receive one photocopy of these items for their files upon CSN or TOG receiving the project deposit fee (see DEPOSITS).
If an estimate was not requested by the client, work shall commence without a Work Authorization Order. Unless, specifically requested by the Client, a project schedule, outline of project reponsibilities (such as who supplies and/or provides what materials, i.e., copy, photography, etc.), shall not be supplied. Work done without a Work Authorization Order is available only to established Clients of CSN or TOG who have an excellent history with one or both of the companies. [back to top]
All buyouts by CSN or TOG, of services and/or materials required for completion of a project will be billed to the client at cost plus a reasonable mark-up. This includes, but is not limited to: conceptual work; copywriting and editing; traditional, mechanical, or electronic artwork; traditional, mechanical, or electronic design; typography; traditional, mechanical, or electronic photography; traditional, mechanical, or electronic illustration; photoengraving; prepress; lithography; printing; manufacturing; fulfillment; freight; messenger services; telephone, electronic media; et al. [back to top]
PROOFING / REVISIONS
CSN and TOG make every attempt to ensure the correctness of the finished artwork. However, ultimate responsibility for proofing and correcting any mistakes is the Client’s and CSN or TOG cannot be held responsible and/or liable for errors not caught by the Client. Errors made by CSN or TOG, on any materials it creates, will be corrected at no expense to the Client BEFORE the artwork is, including but not limited to, given to Client, sent to prepress, printed, photographed, published, distributed, manufactured, traditionally or electronically presented or transmitted, broadcast, et al. [back to top]
Author’s Alterations (AA’s) are those changes, additions, deletions, and/or other alterations to the original job parameters after work has commenced. Author’s Alterations represent all work performed in addition to the original specifications. Such additional work will be charged for on an as-time-required-basis at current hourly rates for specific categories of work performed (i.e., account management services, design, typesetting, illustration, etc.) and, will be supported with a new estimate submitted to the client before AA’s begin or, by documentation such as timelogs, etc., should a client not require a written estimate for AA’s. [back to top]
Unless otherwise specified, the estimate quoted is for a single pick-up and delivery to local Client’s place of business. Proposals are based upon continuous and uninterrupted delivery of complete order unless specifications distinctly state otherwise. Other charges related to delivery to and from Client and/or vendors and suppliers are not included in any quotation unless so specified. Messenger, freight, and electronic transmissions will be charged for on an as-used basis. Special priority pickup or delivery services will be provided at current rates upon Client’s request. Title of ownership for finished artwork completed in any media shall only pass to the Client upon payment in full to CSN or TOG, plus interest (if incurred) of the relevant invoice for each project completed and delivered. [back to top]
FAX/ MESSENGER FEES
These services will be used on an as-necessary basis and charged for on a fee basis. These items are not included in any job or project estimate. All of these costs are additional to the cost of any project. [back to top]
ELECTRONIC TRANSMISSION FEES
These services will be used on an as-necessary basis and charged for on a time/fee basis. These items are not included in any job or project estimate. All of these costs are additional to the cost of any project. [back to top]
Schedules will be established and adhered to by Client and CSN or TOG to the best of each parties abilities provided that neither party shall incur any liability nor penalty for delays due to state of war, riots, civil disorders, fires, strikes, illnesses, accidents, action of government, or any civil authority, and acts of God, or by any other causes and/or events beyond the control of the Client and/or CSN and/or TOG. [back to top]
CUSTOMER FURNISHED MATERIALS
Paper stock, camera copy, manuscript copy, artwork, film, photographs, illustrations, color separations, art and copy materials, and files submitted on electronic media of any type, or materials transmitted to CSN or TOG by electronic means, and other client furnished materials shall be manufactured, packaged, and delivered to CSN or TOG per the companie’s specifications. Additional costs due to Client delays or Client-impaired production and/or manufacture caused by deficient fulfillment of specifications shall be charged to the Client. [back to top]
CSN and/or TOG require reasonable lead-time for completion of projects and reserves the right to charge a rush premium subject to prior approval by the client when possible, in the event that time requirements create extra expense for CSN and/or TOG and/or its vendors and suppliers. [back to top]
Credit can be established by completing a credit application which is available upon request from CSN or TOG. Upon approval of the application, CSN or TOG will extend credit only for the estimated amount of the project work undertaken. Until credit approval is established, a 50% deposit on the estimated cost of the initial project is still required, with the balance due, including Author's Alterations and Buyouts, etc., before delivery of completed project to the Client.
A line of credit may be established, and credit status may be increased without a credit application being completed. This type of credit approval is based in part by frequency of Client's use of CSN or TOG services and products, an excellent payment history, with any of GOCI's companies, and is given at our sole discretion. To establish such credit, the Client must make deposits of 50% or more on projects undertaken by CSN or TOG and pay the balance due before delivery of completed project is made. In addition, the Client must also be a frequent [at least 1 purchase per month] customer of the Companies for a minimum of one year and maintain an excellent working and payment history as the credit line is increased. After the first year has passed, CSN or TOG may extend credit to a Client without a deposit being required [see exceptions below in DEPOSITS] or payment being required before or upon delivery of the job, and is done so at our sole discretion.
The credit status of any Client is subject to review at anytime without prior notice to the Client. Regardless of type of credit extended, available credit line is subject to reduction or cancellation without prior notice or explanation to the Client. [back to top]
New clients may be required to complete a credit application form and return said form to CSN or TOG in a timely manner in order to establish a limited line of credit. Unapproved, or newly approved Client's are required to remit a 50% deposit of the estimated cost of every project before work commences. Upon completion of the project, said Clients shall be required to pay the balance due on the final invoice (less the 50% deposit) plus any applicable California state sales tax and/or Federal taxes, or VAT, if any, in the form of a bank cashier’s check, bank wire transfer, credit card, and/or cash (All work is payable in U.S. funds only) before delivery of the completed project. Personal and company checks will not be accepted.
For Unapproved and Approved Clients: All jobs which require buyouts will pay a deposit of 50% of the estimated costs of the buyouts prior to the job commencing, and pay the balance due for the buyouts upon completion of and before delivery of the job. Media: Full payment is due before media is placed for print, electronic or broadcast distribution.
Projects under US $10,000.00 For Clients with established lines of credit, for all jobs estimated or not, which are expected to be under US $10,000.00, shall not be required to pay a deposit, unless the Companies so require one. However, a deposit of 50% of the estimated buyouts, if any, shall still be required. Upon completion of job, an invoice shall be issued to the client for the total amount of the job, indicating less the deposits, and showing the balance due, plus any applicable state, federal, or VAT sales taxes, and shall be due upon reciept. Clients with high credit lines may be given a net 30 days to pay the invoice. This privilege is at the sole discretion of CSN or TOG. All other credit approved Clients must pay invoice upon receipt.
Projects over US $10,000.00 For Clients with established lines of credit, for jobs estimated or not, which are expected to go over US $10,000.00, shall be required to pay a deposit of at least 25% [plus a deposit of 50% of the estimated buyouts, if any]. At mid-term of the project, another deposit of 25% shall be required. Upon completion of job, an invoice shall be given to the client for the total amount of the job, indicating less the deposits, and showing the balance due, plus any applicable state, federal, or VAT sales taxes, and shall be due upon reciept. Clients with high credit lines may be given a net 30 days to pay the invoice. This privilege is at the sole discretion of CSN or TOG. All other credit approved Clients must pay invoice upon receipt.
Projects over US $15,000.00 For Clients with established lines of credit, for jobs estimated or not, which are expected to go over US $20,000.00, shall be required to pay a deposit of at least 35% [plus a deposit of 50% of the estimated buyouts, if any]. At mid-term of the project, another deposit of 35% shall be required. Upon completion of job, an invoice shall be given to the client for the total amount of the job, indicating less the deposits, and showing the balance due, plus any applicable state, federal, or VAT sales taxes, and shall be due upon reciept. Clients with high credit lines may be given a net 30 days to pay the invoice. This privilege is at the sole discretion of CSN or TOG. All other credit approved Clients must pay invoice upon receipt.
Projects over US $20,000.00 For Clients with established lines of credit, for jobs estimated or not, which are expected to go over US $30,000.00, shall be required to pay a deposit of at least 40% [plus a deposit of 50% of the estimated buyouts, if any]. At mid-term of the project, another deposit of 30% shall be required. Upon completion of job, an invoice shall be given to the client for the total amount of the job, indicating less the deposits, and showing the balance due, plus any applicable state, federal, or VAT sales taxes, and shall be due upon reciept. Clients with high credit lines may be given a net 30 days to pay the invoice. This privilege is at the sole discretion of CSN or TOG. All other credit approved Clients must pay invoice upon receipt.
Projects over US $30,000.00 Terms to be negotiated. [back to top]
Invoices are due upon receipt. Long-term clients with credit lines firmly established, may take up to net thirty (30) days to pay their invoices in full from the date of invoice, not from date of receipt, before interest begins to accrue.
Claims for cost adjustment on specific invoices for finished artwork, printing, and/or other materials, that the client perceives to have a deficiency or, for a finished product that appears to be damaged in transit, must be made by the client in writing within a period of ten (10) days after delivery. Failure to make such a claim within the stated period shall constitute irrevocable acceptance and an admission that the client fully complys with CSN and/or TOG and its parent, Group One Communications, Inc.’s [GOCI] [hereafter also known as the Companies] Terms, Conditions, Policies, Responsibilities, and Procedures. The Companies' liability shall be limited to stated selling price of finished copy, designs, photographic images, illustrations, or artwork whether traditional, mechanical, or electronic, printed materials, and/or any transit-damaged product or goods, and in no event shall it include special or consequential damages, including profits (or profits loss). As security for payment of any sum due, or to become due, under terms of any Agreement, the Companies shall have the right, if necessary, to retain possession of, and shall have a lein upon, all Client’s property in the Companies' possession including work in progress and finished work including, but not limited to, artwork; photographic material, illustrations, software, programming, electronic media; printed material; film; electronically presented, stored, and published materials, et al.
The extension of credit or the acceptance of notes, trade acceptances or guarantees of payment shall not affect such security, interest, and lien.
The Companies invoice projects and services thus: 1] at time estimate, [if any] is accepted and a Work Authorization Order is signed; 2] at commencement of project; 3] by phases of completion of project; 4] at time of full completion of the project; or, 5] on a monthly retainer basis. Invoicing procedures are dependent upon various components, such as: the Client's credit status, the nature of the work provided to the client, the project cost and scope.
Media: Regardless of client frequency, history, and credit status, all types of placed media is invoiced when insertion is placed, and without exception, payment is due in full before media publishes traditionally, mechanically, or electronically, transmits to electronic media providers, or broadcasts to TV/Cable or radio.
In accordance with generally-held advertising industry procedures, the Companies are not required to finance the advertising, marketing, promotions, printing, manufacturing, media, fullfillment, or any other provided services or products for, of, and to the Client.
The Companies reserve the right to add a service/finance charge of 1-1/2% per month on an invoice[s]’s unpaid balance (18% annually) to accounts remaining unpaid after thirty  days. Every thirty days from date of invoice the service/finance charge will added to the amount of the past due invoice[s].
In addition to the service/finance charge, a late payment fee of $29.00 will be applied to each outstanding invoice every 30 days that the invoice[s] are outstanding to pay for the costs of collection.
The Companies also shall not accept nor recognize any Cient’s nor their representative’s attempts to supercede the Companies' Terms, Conditions, Policies and Procedures in its pursuit to collect monies due from the invoiced Client. This includes any attempt to avoid payment of any invoice for any cause whatsoever including, but not limited, to: Client going out of business; selling to or merging with another company, corporation, LLC, et al; a Client filing bankruptcy or for bankruptcy protection; the Client stating they did not authorize the job when evidence clearly demonstrates to the contrary that job was authorized by the Client; or a client’s personal disablment and/or death in which case the executors of the client’s business and personal estate shall be held liable for the total amount of invoices due to the Companies including, but not limited to, all service/finance charges and late payment fees.
Further, the Companies reserve the right to collect reasonable legal fees, court and sheriff’s department collection costs in the city and county of Los Angeles, in the state of California, United States of America, no matter where the client’s place of business or its legal offices are located, in the event that legal action is required to collect monies owed to the Companies. [back to top]
The Client shall indemnify and hold harmless CyberSite.net, The Odell Group, and their parent, Group One Communications, Inc. (the Companies) and any and all of its subsidiaries, from any and/or all loss, cost, expense, and damages, on account of any and all manner of claims, actions, and proceedings that may be instituted against the Companies on grounds alleging that completed projects by the Companies, on behalf of the Client, violates any copyright or any proprietary right of any person, or that the completed work contains any matter that is libelous, or scandalous, or invades any person’s right to privacy, or any other personal rights. The Client further agrees, at the Client’s own expense, to promptly defend and continue the defense of any such claim, demand, action, or other proceeding that may be brought against the Companies, provided that the Companies shall promptly notify the Client with respect thereto, and provided further that the Companies shall give to the Client such reasonable time as the exigencies of the situation may permit in which to undertake and continue the defense thereof.
Current Policies, Responsibilities, Procedures and General Information Statement effective as of January 1995, are current as of today's date [regardless of time zone[s]], are retroactive, and are subject to change without prior notice. CSN and/or TOG reserve the right to correct any content, typographical or grammatical errors, and such errors do not construe any permission or allowance for any Client to negate the effective policies as set forth in this document. [back to top]
TOG and CSN do not require written contracts or monthly retainers from any Client. Work is usually done on a per project basis. Hourly rates are used only as a guideline for estimating projects. An estimate is based only upon the known parameters of the project at the time an Estimate is requested and prepared. An Estimate is valid for thirty  days from date of Estimate. If the parameters of the project change during the course of a project, a new estimate in verbal or written form will be given to the Client only if requested, otherwise work will continue on an hourly basis, and be billed at the current hourly rates.
If an estimate is not requested by the client: the project will be executed and billed on an as-time-required basis upon receiving a verbal or written indication to "go-ahead" and commence work from the Client and/or by receipt of materials from the Client necessary to the completion of said project, and said Project shall be billed at the current hourly rates. Work done without an Estimate or a Work Authorization Order is available only to established Clients of TOG or CSN who have an excellent working and credit history with the Companies.
Clients requiring contracts are also accepted. A contract by either Party must be submitted in full and in writing to the respective party for review and acceptance before any estimate is issued and/or the project begins. The review time shall be no less than ten [days] and no more than thirty  days. After that the contract will be considered invalid and a new contract must be issued.
All rates in U.S. Dollars and subject to change without prior notice. All invoices are payable in U.S. Dollars only. [back to top]
|Copyright 2011 CyberSite.net, a subsidiary of Group One Communications, Inc., All rights reserved worldwide.