All project exceeding $1000 require a 50% non-refundable deposit.
Terms & Conditions
Our Terms are 50% non-refundable deposit prior to the start of the project, with invoices submitted at key milestones. All dates presented in timelines provided by LayerCake Marketing to Client are subject to the timely receipt of assets from and approvals by the Client. A delay in receipt of Client assets and/or approvals does not guarantee a parallel shift forward in the timeline. If deadlines are missed, the remaining schedule will be re-evaluated and re-established.
Requests Exceeding Resources
If requests exceed the amount of time/resources dedicated to the Client in any particular project, separate change requests and/or Statements of Work can be drafted for approval of the Client.
All assets pertaining to this project will be transmitted to the Client via the Internet unless otherwise directed by Client. Client agrees to pay all shipping and handling fees associated with the delivery of assets that the Client has requested to be delivered via other means than electronically.
LayerCake will perform the work described in this agreement in accordance with the schedule set forth by the parties in writing, subject to the fulfillment by the Client of its responsibilities. LayerCake and Client will agree that a deliverable will be deemed of sufficient quality only if it meets or exceeds all of the following standards:
– Fulfills the specific requirements the deliverable was created to address
– Conforms to any specifications for the deliverable as directed by the Client Deliverables shall be deemed accepted unless the Client rejects such deliverable in writing, within ten (10) calendar days of asset delivery by LayerCake.
In the course of providing services under this Agreement, LayerCake Marketing may have access to or be exposed to Client confidential and proprietary information. LayerCake Marketing agrees to hold all “Confidential Information” (defined below) in strict confidence and not to copy, reproduce, sell, transfer, or otherwise disclose such Confidential Information to any third parties. “Confidential Information” shall include all information and documentation of Client that is marked “confidential” or words of a similar meaning, or if a reasonable person would assume such information is confidential and proprietary, including, but not limited to, (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information. LayerCake Marketing agrees to receive and maintain all Client Confidential Information in the strictest confidence, using, at a minimum, reasonable care and, except as provided herein, shall not use Confidential Information for his/her/its own benefit or disclose it to third parties without the prior written consent of Client. The obligation of LayerCake Marketing under this section shall survive termination of this Agreement and shall be binding on LayerCake Marketing, his successors and assigns.
Notwithstanding the foregoing, LayerCake Marketing shall not have any obligations under this Agreement with respect to information which (i) is publicly available at the time of disclosure; (ii) is disclosed to LayerCake Marketing by a third party where the third party is not subject to an obligation of confidentiality with respect to such information; (iii) becomes publicly available after disclosure through no act of LayerCake Marketing; or (iv) is independently developed by LayerCake Marketing without a breach of this Agreement. Nonetheless, LayerCake Marketing may use and disclose any information to the extent required by an order of any court or other governmental authority.
LayerCake Marketing agrees to indemnify, defend and hold Client harmless from and against any liability arising out of or in connection with (i) the negligent or willful acts of LayerCake Marketing in the performance of his obligations hereunder; or (ii) a breach by LayerCake Marketing of this Agreement; or (iii) a breach by LayerCake Marketing of the Business Associate Agreement, if applicable.
Limitation on Damages
To the fullest extent permitted by law, and subject to the limitations on liability set forth in this agreement, LayerCake Marketing and the Client agree that the maximum amount recoverable as damages, in the aggregate, by the Client and all third-parties for any and all Claims as against LayerCake Marketing shall not exceed the sum of the contract price. This limitation shall apply regardless of the cause of the action or legal theory pled or asserted.
In no event shall either party be liable to the other for any loss of profits, loss of business, interruption of business, or indirect, special, incidential or consequential damages of any kind resulting from any breach of this agreement, even if the damaged party has advised the other party of the possibility of such loss. In no event shall Client’s liability under this agreement exceed the fees for services under this agreement. Notwithstanding the above, the limitations of liability in this section shall not apply to a breach of confidentiality as provided under this Agreement or a breach of a party’s HIPAA obligations under the Business Associate Agreement between the parties, if applicable.
LayerCake Marketing is at all times an independent contractor and shall not be deemed an employee of Client. Neither Party shall have the authority to speak for, represent, or obligate the other Party hereto in any way without the express prior written consent of the other Party. Neither Party shall be responsible for the acts or omissions of the other Party hereto nor the acts or omissions of the employees of the other Party hereto, except for acts or omissions of the other Party or such other Party’s employees caused by the grossly negligent or willful acts or omissions of such Party.