Service Terms and Conditions

These Service Terms and Conditions (these "Terms") set forth the terms governing Provider's provision of the Services described on the Statement of Work and are hereby incorporated into the Agreement.

1. Services & Fees

PREMIS (“Provider”) will perform the services described in the applicable Statement of Work (“Services”). Client will pay the fees set forth in the Statement of Work according to the stated schedule.

Fees are based on reserved time, resources, and planning and are non-refundable, unless expressly stated otherwise in writing. Late or unpaid invoices may result in suspension of Services until payment is received, without liability to Provider.

2. Client Responsibilities

Client will provide timely access to materials, information, approvals, and feedback reasonably required to perform the Services. Client is responsible for the accuracy and completeness of all information provided.

Delays or failure to perform Client responsibilities may impact timelines, deliverables, and outcomes and do not relieve Client of payment obligations.

3. Term & Termination

This Agreement begins on the Effective Date and continues for the term stated in the applicable Statement of Work.

Either party may terminate this Agreement for material breach upon written notice if such breach is not cured within fifteen (15) days. Ongoing or recurring services may be terminated for convenience with thirty (30) days’ written notice.

Upon termination, all fees earned, incurred, or committed through the effective termination date remain due and payable.

4. Confidentiality

Each party may receive confidential or proprietary information from the other in connection with this Agreement. Each party agrees to protect such information using reasonable care and to use it solely for purposes of performing under this Agreement.

Confidentiality obligations survive termination of this Agreement.

5. Standard of Care & Creative Discretion

Provider will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

Client acknowledges that creative services are subjective by nature. Provider retains final creative discretion within the agreed scope of work. Dissatisfaction with creative style, aesthetic decisions, or subjective outcomes does not constitute breach and is not grounds for refund or non-payment.

Provider does not guarantee specific commercial, marketing, or financial results unless expressly stated in writing.

6. Ownership & Usage

Client materials remain the property of Client. Client represents and warrants that it has all rights necessary to provide such materials and that Provider’s use of such materials will not infringe any third-party rights. Upon full payment, Client will own the final deliverables expressly identified in the applicable Statement of Work. Provider retains ownership of all underlying concepts, methods, tools, templates, processes, systems, and non-public workflows used to create the deliverables.

Unless expressly prohibited in writing, Provider may display the work for portfolio, marketing, promotional, and award-submission purposes.

7. Reviews, Revisions & Approvals

For revisions, Client will review and provide feedback on deliverables within thirty (30) business days of receipt. Failure to respond within this period constitutes acceptance.

Revisions are limited to those expressly included in the applicable Statement of Work.

Revisions outside scope, additional rounds, or changes in direction after approval may require a written change order and additional fees.

8. Media Release

If Services include photography, video, or other recorded media, Client grants Provider permission to capture and use Client’s name, image, likeness, and related materials solely in connection with performing the Services and for Provider’s portfolio and marketing, unless otherwise agreed in writing.

9. Indemnification

Each party will indemnify, defend, and hold harmless the other from third-party claims, damages, or expenses arising out of its own breach of this Agreement, negligence, or willful misconduct.

10. Limitation of Liability

Neither party will be liable for any indirect, incidental, consequential, special, or punitive damages.

Provider’s total liability arising out of or related to this Agreement will not exceed the fees paid or payable to Provider under the applicable Statement of Work.

11. Independent Contractor

Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

12. General

This Agreement, together with all applicable Statements of Work, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous discussions or agreements.

This Agreement is governed by the laws of the state where Provider’s principal place of business is located.

Electronic signatures and email notices are valid and enforceable. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.