Client Terms & Conditions
Effective Date: February 17, 2025
These Client Terms & Conditions ("Terms") govern all professional services provided by DeSoto & State Communications, Inc. ("Agency") unless otherwise agreed in writing. By accepting a proposal, estimate, statement of work, or other written authorization for services, the client ("Client") agrees to these Terms.
1. Scope of Services
Agency will provide the services described in the applicable proposal, estimate, statement of work, or other written agreement ("Proposal"). The Proposal and these Terms together constitute the entire agreement between the parties.
Changes to the scope of services requested by the Client after acceptance of the Proposal may require additional fees, revised timelines, or a separate written agreement.
2. Client Responsibilities
Client agrees to provide timely access to information, materials, approvals, and personnel reasonably necessary for Agency to perform the services.
Delays in providing requested information, approvals, or feedback may affect project schedules. Agency shall not be responsible for delays resulting from Client action, inaction, or delays caused by third parties engaged by Client.
3. Fees and Payment
Client agrees to pay the fees set forth in the applicable Proposal according to the payment schedule specified therein.
Invoices not disputed in writing within ten (10) calendar days of issuance shall be deemed accepted.
Payments not received within ten (10) calendar days of the invoice due date may be subject to a late fee as stated in the Proposal, together with interest permitted under applicable Illinois law.
Client is responsible for all reasonable costs of collection, including attorney fees and court costs, to the extent permitted by law.
4. Reimbursable Expenses
Unless otherwise stated in the Proposal, Agency may incur reasonable project-related expenses on Client's behalf.
Agency may incur reimbursable expenses up to $250 without prior approval. Expenses exceeding $250 require Client's prior authorization unless otherwise agreed in writing.
5. Ownership of Work Product
Upon payment in full of all amounts due, Client owns the final work product specifically created for Client under the applicable Proposal.
Agency retains ownership of its preexisting methodologies, templates, processes, know-how, research, concepts, and proprietary materials developed independently of the engagement.
Any third-party content incorporated into the work product remains subject to the applicable third-party license terms.
6. Portfolio Rights
Unless otherwise agreed in writing, Agency may identify Client as a client and may display completed, publicly released, or otherwise non-confidential work for portfolio, marketing, award submissions, and promotional purposes.
Agency will not disclose confidential information or unpublished work without Client's prior written consent.
7. Confidentiality
Each party agrees to maintain the confidentiality of proprietary or confidential information disclosed during the engagement and to use such information solely for purposes of performing the services contemplated by the Proposal.
These obligations survive completion or termination of the engagement.
8. Independent Contractor
Agency is an independent contractor and nothing contained in these Terms creates any partnership, joint venture, employment relationship, or agency relationship between the parties.
9. No Guarantee of Results
Agency will perform all services using commercially reasonable professional efforts.
Because editorial decisions remain solely within the discretion of media organizations and third parties, Agency does not guarantee media coverage, publication, broadcast, placement, audience reach, fundraising results, business outcomes, search rankings, or any other specific result.
10. Limitation of Liability
Agency's total liability arising from or relating to any engagement shall not exceed the total fees actually paid by Client under the applicable Proposal.
Neither party shall be liable for consequential, incidental, indirect, special, punitive, or exemplary damages arising from the engagement.
11. Force Majeure
Agency shall not be liable for delays or failure to perform resulting from events beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, epidemics, power outages, internet disruptions, civil unrest, or other similar events.
Project schedules shall be extended for a reasonable period following any such event.
12. Termination
Either party may terminate an engagement upon written notice unless otherwise provided in the applicable Proposal.
Client remains responsible for payment for all services performed and authorized expenses incurred through the effective date of termination.
Work product will be delivered upon payment of all outstanding amounts due.
13. Governing Law
These Terms and any dispute arising from them shall be governed by the laws of the State of Illinois without regard to its conflict of laws principles.
Unless otherwise agreed in writing, venue for any legal proceeding shall be located in Cook County, Illinois.
14. Entire Agreement
These Terms, together with the applicable Proposal and any written amendments signed by both parties, constitute the complete agreement between Agency and Client and supersede all prior discussions, proposals, representations, and agreements relating to the engagement.
If any provision of these Terms is determined to be unenforceable, the remaining provisions shall remain in full force and effect.
Agency may update these Client Terms & Conditions from time to time. The version in effect on the date Client accepts a Proposal shall govern that engagement.