Standard Terms and Conditions for Marketing Services
Last Updated 03/20/2024
Our aim is to keep this Agreement as readable as possible, but in some cases, for legal reasons, some of the languages are required as "legalese."
These Terms of Service ("Agreement") are established between you, the undersigned party ("Client"), and Bazaar Marketing Group, operating under the name Gourmet Marketing ("Agency", "we", "us", or "our"). This Agreement outlines the governing principles of our professional relationship, detailing the provision of marketing services ("Services") offered through or in association with Gourmet Marketing, as detailed on our website and in subsequent communications and documents.
Agreement to Terms
By engaging Gourmet Marketing for marketing services, you, the Client, affirmatively acknowledge and agree that you have reviewed, fully understand, and accept to be bound by the terms outlined in this Agreement. This acceptance constitutes a binding commitment to comply with and be legally bound by these terms, alongside any related documents or policies incorporated by reference, including but not limited to our Privacy Policy and any specific Statement of Work (SOW).
Method of Acceptance:
Written Acknowledgment: You signify your acceptance of this Agreement and all its terms by signing a Statement of Work (SOW) or similar contractual document that references these Terms of Service.
Use of Services: Additionally, your continued use of the Services provided by Gourmet Marketing serves as confirmation of your acceptance of these Terms of Service, including any amendments or updates made hereafter.
Eligibility and Authority:
In agreeing to these Terms, you represent that you have the legal capacity and authority to enter into binding contracts on behalf of yourself or the entity you represent. You affirm that all information you provide to us in connection with the Services is accurate, complete, and legally actionable.
We reserve the right to update or modify these Terms at any time. Such changes will be effective immediately upon posting to our website or direct communication to you. By continuing to use the Services after any such changes, you agree to be bound by the revised terms. It is your responsibility to regularly review these Terms to stay informed of any updates.
The scope and estimated budget of Gourmet Marketing’s services in connection with the services are described in the Statement(s) of Work attached hereto (each, a “SOW”). All the terms of this Agreement shall govern the relationship between Client and Gourmet Marketing and shall be made part of the accompanying SOWs as if fully recited therein. The parties contemplate that at least one but possibly more Statements of Work may be agreed upon under this Agreement. Each SOW shall be sequentially numbered or dated.
Gourmet Marketing will use its best efforts to complete the Services in accordance with the estimates, deliverables, and schedules set forth in any applicable SOW. Gourmet Marketing will perform all services in connection with the Services in a good and workmanlike manner, in accordance with the best practices of Gourmet Marketing's industry, and the services and deliverables will conform to the applicable SOW. Notwithstanding anything to the contrary in this Section 2, any dates determined or proposed by Gourmet Marketing in any SOW or otherwise shall be treated as an estimate only, and Gourmet Marketing shall not be liable for any failure to meet such date(s).
The client will use their best efforts to expeditiously render and communicate any decisions necessary for the continued uninterrupted progress of the Services. The client will provide all necessary information regarding the Client’s requirements for the Services. Any designs, photographs, graphics, artwork, code, text, schedules and specifications, services, information, surveys, and reports provided by the Client pertaining to the Services will be furnished at the Client’s expense, and Gourmet Marketing will be entitled to rely on the accuracy and completeness thereof. Client represents and warrants to Gourmet Marketing that any text, graphics, photos, designs, animations, music, videos, code, trademarks, and other materials (the “Client Works”) furnished to Gourmet Marketing for use in the Services are owned by Client, or that Client has permission from the rightful owner to use each of the Client Works, and will hold harmless, protect, and defend Gourmet Marketing and its affiliates from any claim or suit arising from the use of such Client Works. Client further represents and warrants that Client shall obtain all necessary licenses and Client shall make all payments required to be made by such licenses directly to the appropriate licensing organization in full. Gourmet Marketing shall have no responsibilities to any licensing organization for any license by Client or on Client’s behalf. Client further agrees to indemnify, defend, and hold harmless Gourmet Marketing for any use of Client Works in connection with the Services.
Client acknowledges and agrees that all text, graphics, photos, designs, animations, music, videos, code, and other materials (the “Materials”) provided by Gourmet Marketing represent Gourmet Marketing’s interpretation of the Client’s goals, opinions, and tastes and Gourmet Marketing will not be liable for any change in Client’s goals, opinions and tastes following delivery and acceptance of the Materials by Client. Gourmet Marketing will not be responsible for changes made to the Materials by or at the direction of Client; for the acts or omissions of any applicable contractor or any subcontractor, supplier, or other person performing the work on the Services; or, for any failure of them to meet any schedules or completion dates by any and all subcontractors supplied by the Client. Client acknowledges and agrees that Gourmet Marketing has not made any warranties or guarantees with respect to the economic, financial, or other effects that Client may experience as a result of the Services. Gourmet Marketing shall not be responsible or liable for Internet or electrical outages, acts of God, or delays or actions of any third parties, including but not limited to architects, contractors, and vendors. The aggregate liability of Gourmet Marketing for any cause of action or claim (whether under contract, tort, or otherwise) shall be limited to the amount of fees to be paid to Gourmet Marketing by Client hereunder. In no circumstance shall Gourmet Marketing be liable for any loss whether direct or indirect of profits, business, or anticipated savings or for any direct or indirect consequential loss arising out of, or in connection with the provision of the Services to the Client.
Unless otherwise provided in a SOW, all “Intellectual Properties” (hereinafter defined to include, but are not limited to, patents, trademarks, copyrights, and trade secrets) made or conceived by Gourmet Marketing specifically in connection with the services and/or deliverables set forth in any applicable SOW shall be and remain the exclusive property of Gourmet Marketing. Subject to the terms and conditions of this Agreement, and conditioned on Client’s timely payment of all amounts payable hereunder, Gourmet Marketing hereby grants to Client an exclusive, fully-paid up, perpetual, non-transferable, royalty-free license to: (i) use, reproduce, copy, store, exploit and perform the final deliverables set forth in any applicable SOW in connection with the corresponding Services set forth in any such SOW; and (ii) sublicense the rights described in (i) above to subsidiaries and affiliates of Client in connection with the corresponding Services set forth in any such SOW. Notwithstanding the foregoing, Gourmet Marketing shall be entitled to include the final deliverables on its website and in its professional portfolio.
If the Services require the engagement of any third party contractors (each, a "3rd Party Contractor") to perform work, the Client will enter into contracts directly with any such 3rd Party Contractor. Notwithstanding the fact Gourmet Marketing may provide Client 3rd Party Contractor recommendations, Gourmet Marketing is not responsible for the performance, quality, timely completion, or delivery of any work, materials, or equipment furnished by any 3rd Party Contractor and shall not be required to oversee nor manage them. Under no circumstances shall Gourmet Marketing be liable for any damages arising from the transactions between Client and any 3rd Party Contractor, even if Gourmet Marketing has, upon Client’s request, accepted monies from Client into Gourmet Marketing’s business account to pay for services to be rendered by a 3rd Party Contractor. Gourmet Marketing hereby reserves the right to charge additional fees in the event Gourmet Marketing oversees any 3rd Party Contractor.
If the time or expense required to complete the tasks set forth in the SOW exceeds the estimates set forth in the SOW, Gourmet Marketing, and Client will revisit such timelines and expenses and mutually agree on any adjustments in writing before proceeding with the work.
Any estimates or proposals, including the budget set forth in the SOW are strictly for the purposes of informing the Client of potential service costs and the Client affirms and agrees that such estimates are not binding, as actual costs or fees may vary. Any applicable SOW does not include any expenses for third-party consultants, contractors, and vendors.
The client shall be responsible for all applicable taxes.
Client agrees to reimburse Gourmet Marketing for actual costs of travel expenses, including transportation, hotels, meals, etc.
The scope of work outlined is a reasonable estimate but could change if more services, content, labor, or functionality is added or if the client requests items or services not specifically delineated within this scope of work. Furthermore, out-of-pocket (OOP) expenses that are required by the client will be billed back at net actual costs. All out-of-scope changes approved by the client will be billed at the blended hourly rate of $225 hr, billed at ¼ hour increments. Furthermore, all developed content will be reviewed and approved by the client in written form.
All expenses (copies, photographic reproductions, advertising fees, postage, overnight carriers, messengers, couriers, storage, parking, tolls, presentation materials, transportation, travel expenses, telephone calls, faxes, etc.) are fully reimbursable. Gourmet Marketing reserves the right to charge the Client for any estimated expenses, from time to time, through an invoice. If applicable, Client will notify Gourmet Marketing in writing, at least ten (10) days prior to the beginning of each month, of Client’s advertising budget for that month.
In consideration for the marketing services provided by Bazaar Marketing Group, doing business as Gourmet Marketing ("Agency"), the Client agrees to remit payment for such services according to the fees outlined in the service agreement. Payment for these services shall be made through either Automated Clearing House (ACH) transfers or Wire transfers, as designated by the Client and accepted by the Agency.
Payment Method Discretion: The availability of specific payment methods is subject to the Agency's discretion and may change without prior notification. The Agency reserves the right to introduce new payment options, temporarily suspend, or permanently eliminate any payment method at its sole discretion, based on operational exigencies or changes in market conditions.
Accurate Transaction Information: The Client is required to provide and maintain accurate, complete, and current transactional information for all payments made to the Agency. This includes, without limitation, the timely update of account details, payment methods, and contact information necessary to complete transactions and to facilitate communication between the Client and the Agency.
Sales Tax and Pricing Adjustments: Applicable sales taxes will be applied to the prices of services as mandated by relevant laws. The Agency reserves the right to modify service prices at any time, with all payments to be made in United States Dollars (USD).
Authorization of Charges: By engaging the Agency for marketing services, the Client authorizes the Agency to charge the Client's chosen payment method for all applicable charges or fees at the prices in effect at the time of purchase or renewal.
Correction of Pricing Errors and Refusal of Service: The Agency retains the right to correct any errors or inaccuracies in pricing, even if a payment request has been issued or payment has been received. The Agency further reserves the right, at its sole discretion, to refuse any service request made through the Agency or via its website or other digital platforms.
Unless otherwise stated in any applicable SOW, all invoices are to be paid within 30 days of the invoice date. Any fees and expenses not paid when due shall bear interest at the rate of 5% of the then outstanding balance owed to Gourmet Marketing per month until fully paid. In the event Client fails to make any payments, Gourmet Marketing shall retain the right to remove, block, or otherwise suspend any services and/or materials under any applicable SOW until any outstanding fees and any late charges are fully paid.
Client hereby grants to Gourmet Marketing the right to use Client’s name, logo, and any other trademarks for Gourmet Marketing’s business and promotional purposes in any and all media, including but not limited to its website located at www.gourmetmarketing.net. Client acknowledges and agrees that Gourmet Marketing will be entitled to advertise, for its own marketing purposes, its provision of the Services to Client and to include a hyperlink to Client’s website and/or social media pages in such promotion.
This Agreement is entered into for the duration specified within the contract documents ("Contract Term"). It is intended to be binding and may not be terminated early by the Client without ensuring full compensation for the remaining balance due under the agreement. No provision exists for early termination by the Client due to default, breach, or any other grounds without the Client agreeing to fulfill the financial obligations for the entire Contract Term.
In the instance of early termination initiated by the Client under these conditions, the Client must issue a formal written notice to Gourmet Marketing and is required to settle all outstanding amounts due for the remainder of the Contract Term. This provision guarantees that Gourmet Marketing receives complete compensation for the services agreed upon, regardless of early termination by the Client.
The parties acknowledge that in the course of Gourmet Marketing providing the Services hereunder, the parties, or their respective employees or consultants, may be supplied with or come into possession of information that is proprietary to the other party including without limitation, the material terms of this Agreement and information about a party’s clients and customers, sales, costs and other unpublished financial information, business plans, projections, marketing data, and trade secrets (collectively, the “Information”). The parties agree that any Information received by the parties or their representatives during the term of this Agreement will be kept confidential and will not be revealed to any other person, firm, organization or entity except to the parties’ agents, employees, and representatives in connection with the Services to be performed on behalf of Client who will (i) be informed of the confidential nature of the Information; and (ii) treat such Information in full confidence and shall not reveal any Information to any other person, firm, organization or entity.
The Client agrees that, for the duration of their contractual relationship with Gourmet Marketing and extending for a period of three (3) years following the termination of such relationship for any cause whatsoever, they will not undertake any actions to circumvent or bypass the established business relations with Gourmet Marketing. This specifically precludes the Client from directly initiating business transactions, entering agreements, or establishing contractual relationships with any of Gourmet Marketing’s contractors, employees, vendors, or consultants without Gourmet Marketing’s express prior written consent.
This clause is instituted to safeguard Gourmet Marketing’s proprietary interests and business network, ensuring that the professional and operational infrastructure developed by Gourmet Marketing is not leveraged by the Client to the potential detriment of Gourmet Marketing. Any breach of this non-circumvention agreement will subject the Client to potential legal action and financial liability, contingent upon the severity of the violation and the resultant impact on Gourmet Marketing’s business operations.
Except for the payment of fees and expenses by Client, if the performance of any part of this Agreement by either of the parties is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, mechanical or electronic breakdowns, act of God or any other causes substantially beyond the control of either of the parties, that party shall be excused from such to the extent and only for such period that it is prevented, hindered or delayed by such causes. Gourmet Marketing’s obligations hereunder are also subject to Gourmet Marketing’s ability, using its commercially reasonable efforts, to comply with any and all laws, regulations, orders, and other governmental directives.
Client hereby agrees to indemnify and hold Gourmet Marketing harmless from and against any suits or claims (including, but not limited, to suits or claims relating to injuries to property or persons, including death), damages, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and disbursements) arising out of, related to or resulting from (i) the performance of the Services; (ii) the Services, itself; (iii) use of any Client Works; or (iv) breach of any of Client’s warranties hereunder.
ALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED TO THE Client "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE" BASIS. GOURMET MARKETING DOES NOT MAKE AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCT, OR SERVICE FURNISHED BY IT UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
The relationship between Gourmet Marketing and Client shall be that of an independent contractor. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship
In any dispute arising out of the provisions of this Agreement, with the exception of non-payment by the Client, if the parties cannot resolve the dispute to their mutual satisfaction, the matter shall be submitted to arbitration in accordance with the rules of the American Arbitration Association in New Jersey. Both parties will initially bear the cost of arbitration equally, but the prevailing party may be awarded attorney fees, costs, and other expenses of arbitration. All decisions made in arbitration shall be final, binding, and conclusive upon all parties involved, and legal judgment based on the arbitration decision may be entered in any court possessing jurisdiction.
This Agreement shall be governed by the laws of the State of New Jersey, and the parties agree to submit exclusively to the personal jurisdiction and venue of the state and federal courts located in New Jersey for any disputes not subject to arbitration. This Agreement constitutes the entire understanding between the Client and Gourmet Marketing, superseding all previous discussions, representations, or agreements, whether written or oral. Amendments to this Agreement are valid only if made in writing and signed by both parties.
