Agreement Terms & Conditions
Unless otherwise specified in writing, our client-agency agreement terms and conditions are:
Code of Ethics. Public relations professionals also have a special obligation to practice their craft ethically, with the highest standards of truth, accuracy, fairness, and responsibility toward the public. Therefore, Parties agree to adhere to the PRSA's Code of Professional Standards.
Travel and expenses. Axia invoices separately for any additional approved expenses. Axia bills travel at standard IRS mileage rates, airfare, ground transportation, and GSA per diem rates. Axia marks up out-of-pocket costs for supplies, materials, and service providers such as printing, mailing, postage, photography, videos, media, and other expenses. Such invoices are due upon receipt.
Investment and payments. Client agrees to pay Axia the Investment and any invoices in order to complete the Project or Program, payable upon signing by check or ACH (preferred). Axia offers monthly incremental payments – and any quarterly (2%) and annual (5%) prepayment discounts, when available – as a convenience only. When a third party makes a payment for Client, said party agrees it's also liable for any payments owed under the Agreement. In the event that a payment is five days late, Axia shall pause all work without penalty. This does not relieve Client of its obligations. For payments overdue by 30 days, Client is responsible for a $50 monthly late fee and 18% interest per annum, plus any costs of collections (approximately 25% of the balance), attorney, court, legal, mediation, and bankruptcy fees. Axia shall begin providing Services in connection with this agreement after receiving the signed agreement and corresponding payment. Acceptance of services and/or initial payment per the Terms and Conditions represents acceptance of this agreement. Annually, Axia may increase the investment by up to 5% or the national Consumer Price Index average, whichever is higher.
No guarantees. This agreement is complete and has no additional verbal representations. Parties agree that there are factors outside of Axia's control, including Client, consumer and market products, services, prices, quality, demand, competition and behavior, preferences and reviews, technology changes, media bias, economy, and major events. Therefore, beyond quality and scope of work, Axia offers no guarantees, warranties, chargebacks, or refunds.
Mutual respect. This agreement requires each party's mutual respect for confidential and proprietary information, including not soliciting or hiring each other's employees, vendors, or independent contractors for up to two years after the business relationship ends. In the event that one of Axia's clients conflicts with this business relationship, Axia has the right to resign at any time and return any unearned fees. Neither party shall disclose any of the terms and conditions of this Agreement without the other's prior written consent. Notwithstanding, in its marketing materials, Axia may refer to Client as its client.
Termination. Unless previously agreed upon in writing, after the initial nine months, either party may terminate this Agreement (or portions of it) with 90 days' written notice.
Venue. Unless previously agreed upon in writing, Florida law governs this agreement and dispute venue is Duval County.
Dispute Resolution. In the unlikely event that a dispute arises, the claiming party will send the other party a notice of breach by certified mail, stating in specific details what act, conduct or omission constitutes the alleged breach or default. The responding party will have 30 days from the receipt of the notice to cure the alleged breach or default. During those 30 days, the Parties will cooperate and engage in substantive, goodfaith negotiations to resolve their differences. If the differences between the Parties are not resolved within 30 days after the Notice of Default, the Parties will engage in prelitigation mediation, with the cost of mediation to be shared equally between them. Mediation must take place within 90 days after the Responding Party received the default notice. If mediation fails, the Claiming Party may take legal action, including filing a civil action. Both Parties hereby knowingly, freely and voluntarily waive trial by jury in any action or proceeding to which they may be a party, arising out of or in any way related to the Agreement.
Liabilities and damages. In no event shall agency or its affiliates, be liable for any damages beyond the amount client actually paid Axia in the last year under the Agreement whatsoever.
Liquidated Damages. Clients recognizes that Axia's investment in client's projects or programs carry a cost potentially higher than the amount due under the Agreement, that the Agreement may have long-term services, and that damages resulting from a breach of the Agreement by client would be difficult to determine. Client agrees that Axia's damages in case client breaches the Agreement are equal to a sum equal to: one year's payments, when the breach occurs 60 days or more before the date for any renewal; or one-fourth one year’s payments payment when the breach occurs less than 60 days from the date for any renewal.
Attorneys’ Fees. In case litigation is necessary, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in litigation and on appeal.
Client Guarantees and Liabilities. The payments due under these Terms and Conditions and the Agreement are due by Client, any Guarantors who have signed the Agreement, and any entity (including corporations and limited liability companies) which is making payment directly to Agency, which Client or Guarantor has an interest in as a shareholder, member, office, director. Any payment by such entity, that is made for defrauding Axia or improper purpose, creates a liability for all amount due under the Agreement.
Indemnify and Hold Harmless. Client agrees to indemnify and hold Axia and its affiliates harmless from any claim, demand, or cause of action, by whomever brought, whether or not brought in front of a state or federal court of law or equity, or an administrative tribunal of any federal, state or local body, that arises out of or is in any way related to the Agreement.
Scope of Indemnification. The above indemnification encompasses and includes, without limitation payment of any penalty, fine, judgment award or decree; payment of any court cost or attorneys’ fees to a prevailing party, and the payment of Axia's costs and attorneys’ fees in defending any claim, demand or cause of action as described above.
Media Outlets. Axia does not own or exercise control over media outlets or other third parties, whether in television, radio, print, web, or any other medium. Therefore, Axia cannot and does not guarantee the performance, conduct, timeliness, content, or editorial decision of any media outlet.
Copyright. Axia may occasionally provide the client with copies of news coverage. This coverage may be subject to copyrights. Axia cannot and do not guarantee that the client has the right to reproduce it or use it in any way. It is the client's sole responsibility to obtain the necessary rights from the material’s owner.
Singular and plural. Where the context so indicates or requires, each term stated in the singular includes the plural, and each term stated in the plural includes the singular.
No Waiver. The failure of either party to insist on the performance of any of the terms and conditions of the Agreement, or the waiver of any breach of any of the terms and conditions of the Agreement, shall not be construed as waiving any other term or condition at any other time.
Captions. The captions of the sections and paragraphs are for convenience only and are not a part of the Agreement, and do not in any way limit or amplify the terms and provisions of the Agreement.
Severability. If any provision of these Terms and Conditions, is found invalid or unenforceable under judicial decree or decision, the remainder shall remain valid and enforceable according to its terms. Without limiting the previous, it is expressly understood and agreed that each and every provision of these Terms and Conditions that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended by the Parties to be severable and independent of any other provision and to be enforced as such. Further, it is expressly understood and agreed that if any remedy under these Terms and Conditions is determined to have failed of its essential purpose, all other limitations of liability and exclusion of damages set forth in these Terms and Conditions shall remain in full force and effect.
Interpretation. The Parties acknowledge that they have read the Agreement, and that they understand its terms and that they agree to be bound by the Agreement. Each has had the opportunity to consult with an attorney. In the event of an ambiguity or question of intent or interpretation arises, the Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or di favoring either Party by virtue of the authorship of any of the provisions of the Agreement.
Amendment. The Agreement shall not be amended in any way except by written agreement signed by both Parties.
Integration. The Parties represent and warrant that they're not relying on any promises or representations not appearing in this Agreement.
Counterparts. The Agreement may be executed in counterpart originals, all of which shall constitute one and the same agreement.
Client represents and warrants that it has read and understands all of the Terms and Conditions that shall govern this agreement and binds itself by such Terms and Conditions. Each of the below-signed Client and Owner(s) represents that s/he is authorized to sign this agreement for Client, legally binding said Client and Owner(s) to pay this obligation. Capitalized terms used and not defined here shall have the meanings given to them in the terms and conditions.