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Lancaster marketing agency, K Marketing Co

K Marketing CO. LLC Terms and Conditions

THIS AGREEMENT is made between the submitting company, hereinafter “Client”, and K Marketing Co, LLC, with a business address of 31 Cedar Chase Dr. Mountville, PA 17554, hereinafter “KMC”.

K Marketing Co Services

  1. Scope of Services.  Client has engaged KMC to design and/or market design work across platforms listed in invoice (“Client Work”). Client and KMC understand and agree the following terms and conditions shall govern the relationship between the parties and shall apply to all products and services used to develop the Client Work. The scope of services provided to Client by KMC may include, but is not limited to, custom design work, content creation, logo design, digital marketing services, social media, ads, print marketing services, consulting services, web and email hosting services, as such services are identified on the Project Invoice, both current and future.   

  2. Communication. Client has designated a singular point person as the point of contact for all interactions and communications between Client and KMC (“Client Contact”). Client understands that KMC will not review or respond to communications from anyone other than the Client Contact. Client Contact can only be changed in writing with the approval of both parties.

  3. Project Cost.  Client agrees to pay to KMC the total cost identified as project costs on the Project Invoice (“Project Costs”). The pricing specified in the Project Quote is valid for a period of thirty (30) days. KMC reserves the right to alter the Project Quote or decline to provide the relevant services after thirty (30) days.

  4. Payment of Project Quote.  To secure KMC’s services and time, and to kick-off the development of Client Design and Marketing, Client agrees to pay the Project Costs on the following payment schedule:

    1. A non-refundable payment as outlined on the invoice due on the date(s) listed on the invoice. KMC will not provide any services to Client until the Project Invoice has been paid. The payment of the Project Invoice and the return of the initial client deliverables (“Client Homework”) will initiate the scheduling of a Project Queue.

    2. Any additional non-refundable invoices will be issued throughout the project as outlined in the payment schedule. Invoices will include a due date. Nonpayment by due date will pause the project and late fee of $50 per week will be applied to overdue invoices. Failure to pay overdue invoices within 90 days will result in cancellation of the project and KMC will be released from any responsibility to provide any client deliverables. 

  5.  Subscriptions and Renewals. KMC shall develop Client’s design/marketing work utilizing multiple platforms. Client understands that some platforms require hosting to be secured and maintained within the platform. In these instances, Client will be responsible for setting up and making payments on Client’s credit card. The renewal of any subscriptions obtained by KMC is the Client’s responsibility. The loss, cancellation or otherwise, of the service, subscription, or other issue brought about by non or late payment due upon renewal is Client’s sole responsibility and not the responsibility of KMC. Transferring ownership of hosting from KMC to client, when possible, can be done at an additional cost.

  6.  Approval of Design Work/Marketing. KMC shall develop design/marketing work for Client based upon the invoice and client-provided input. Client will confirm KMC  has accurately captured the scope of work, as noted in the client invoice and pre-design/marketing, before design work is completed. Any changes or additions to the design/marketing work are not part of this Agreement and Client understands that any such changes or additions to the Project Framework will incur separate charges, at KMC’s hourly rate. Furthermore, when terms such as, but not limited to, “pull information from our website” are utilized by the Client, Client agrees to be billed for additional time required to correct any potential inaccurate or incorrect information from Client provided source(s).

    1. All design/print work requires final approval by the client before ordering. Any spacing/layout/coloring/pixelation/typos on approved design work is not considered a defect. KMC is not responsible for the cost of reprinting.

    2. KMC is not responsible for any spacing/layout/coloring/pixelation/typos on client provided print-only work. 

7. Project Content

  1. Copy.  KMC’s development of Client’s design/marketing/printwork does not include creating content, known as copy, and/or grammatical editing, to be included within the Project Framework. Client is solely responsible for providing the copy and/or grammatical editing that will be added to the Project Framework to KMC, unless noted specifically on the Client Invoice (“Client Copy” and/or “Grammatical Editing”). Client shall be solely responsible for reviewing and proof-reading the Client Copy, and understands that KMC will not review or edit Client Copy. Client shall electronically deliver Client Copy to KMC before the design/marketing/printwork execution will begin as written in this Agreement.  Client Copy must be delivered to KMC as a text-based document, such as in a Google Doc or a Microsoft Word document, and must clearly identify the page and section upon which the Client Content shall be placed. “Grammatical Editing” and “Content Editing” can be added to all projects, prior to printing/publishing, at the client’s request at KMC’s billable hourly rate. KMC uses multiple AI features to assist in copy creation and partnership with the Client is needed to create the best possible copy, pairing KMC knowhow, AI assistance, and the Client’s knowledge of the subject matter.

  2. Graphics. KMC’s development of Client’s project does not include creating custom graphics, logos, photographs, or other images to be included in the Project Framework. Client is solely responsible for providing all graphics, logos, photographs, and other images that will be added to the Project Framework to KMC, unless a separate written agreement has been executed regarding such images (“Client Graphics”). Client shall be solely responsible for reviewing and proof-reading. Client acknowledges that they are legally allowed to use any graphics or photographs given to KMC for project work. Graphics and understands that KMC will not review or edit the Client Graphics. Client Graphics must be provided, in full, before the design/marketing/printwork process will begin as written in this Agreement. A physical copy of Client Graphics must be provided in high quality print suitable for scanning, or electronically in .gif, .jpeg, or.png format. KMC is not liable for pixelated printwork due to low resolution images provided to them. KMC will select on-brand stock images, graphics, and elements that they have the license to use during Client’s design process as needed. 

8. Client Deliverables.  Client understands and agrees that KMC’s ability to perform its obligations under this Agreement is dependent upon Client’s full and timely cooperation. Client agrees to respond to KMC’s requests for information within five (5) business days of any such request. Client agrees that the failure to respond to KMC’s requests for information within five (5) business days will delay the production of Client’s Project. KMC shall have the right to terminate this Agreement, without the refund of monies paid or requirement to issue client deliverables, if Client fails to respond to requests for information within sixty (60) business days. 

9. Vision Casting Call. Upon payment of the Client Project and the return of the initial client deliverables identified in the Project Quote, KMC will schedule a Vision Casting Call to review initial client deliverables for consistency with the Project Framework, and discuss the design and style of the Client Project. If additional information is needed from Client, KMC will identify the information needed, and the deadline for providing such information, sometimes referred to as “Additional Client Homework”, during communication with Client, officially known as “Supplemental Client Deliverables”. Client understands that KMC will not perform any further work until the Supplemental Client Deliverables are paid for and/or provided by Client, and that failure to complete such actions in a timely manner will delay the production of Client’s Project.


 

10. Design Phase Review. 

  1. KMC will present a first draft of the Client Project to Client. Beginning on the first day after the date of the first draft delivery, Client shall have a period of five (5) days to review the appearance and content of Client Project to ensure that it conforms with the Project Framework and proper placement of Client Copy and Client Graphics, as such materials were provided to KMC (“Design Phase Review”). If Client Project does not conform to the Project Framework, or if the placement of Client Copy or Client Graphics is not consistent with what was provided to KMC, Client shall submit a single list of consistency corrections to KMC during the Design Phase Review. If Client has not submitted a list of consistency corrections to KMC before the end of the Design Phase Review, Client Project will be deemed to be accepted and approved. 

  2. KMC shall review and implement the single list of consistency corrections submitted by Client before the end of the Design Phase Review within five (5) business days of receipt, if such list is submitted, and shall provide a revised draft of Client Project to Client. Beginning on the first day after the revised draft is provided to Client, Client shall have a period of five (5) business days to review the appearance and content of Client Project to ensure it conforms with the framework and proper placement of Client Copy and Client Graphics, as such materials were provided to KMC (“Supplemental Design Phase Review”). If Client Project does not conform to the Project Framework, or if the placement of Client Copy or Client Graphics is not consistent with what was provided to KMC, Client shall submit a single list of consistency corrections to Client during the Supplemental Design Phase Review. If Client has not submitted a list of consistency corrections to KMC before the end of the Supplemental Design Phase Review, Client Project will be deemed to be accepted and approved. This timeline may be adjusted under the following conditions:

    1. Client approves the printings of the design work.  This supersedes the above timeline, as the work was approved in writing, before printing. 

11. Changes to Scope. Client understands that any changes or additions to the Project Framework, or changes to the Client Content or Client Graphics, are not part of this Agreement, and any such changes or additions will incur separate charges at KMC’s hourly rate. KMC shall only be obligated to perform services as outlined in Client Invoice; no additional services or services outside original scope of work shall be provided unless they have been mutually agreed upon. Any and all changes to client submitted copy or images will fall under a change order.

12. Design Options. Client understands that they are providing basic branding, colors, and elements in which they would like the core feel of the project to include during the vision casting call and/or determined during the “Onboarding” process. KMC will utilize that information to complete the project. Requests for revisions to design elements, graphic choice, color preferences, layout, style, wording, etc, will be billed at KMC’s hourly rate; these are not considered “consistency corrections”.

 

13. Design Ownership. All rights including, without limitation, copyrights, trade secret and design patent, to any KMC design work including, without limitation, designs, logos, digital creations, pattern, advertising or promotional materials, or any other design created by KMC will remain the property of KMC. Client Design work will be digitally delivered to the Client. Finished work may be used by the Client in the matter it was intended for. Additional versions of Client Work can be obtained as an additional fee, based upon availability. Editable versions of any design work are not included in this agreement, unless specifically outlined on the Client Invoice.

 

14. Social Media/Online/Ad/Google Accounts. 

  1. Client agrees to allow admin and/or editor access to KMC under the Facebook Account “Megan Kalbach KMC” for the sole purpose of uploading and posting Client Approved content and/or ads to Client’s social media account. 

  2. KMC will not respond to comments, messages, reviews, etc. on the client’s account. This is the sole responsibility of the client, unless outlined in the Client Invoice. Client is solely responsible for any and all social media accounts. 

  3. KMC is not liable for the removal, deletion, corruption, hacking, or any other issue with Client’s social media/online/ad/google accounts. 

  4. Social Media/Online/Ad/Google work is outlined in the Client Invoice and in this agreement. These services do not include troubleshooting glitches/errors on a given platform or account, maintaining bio information or links attached to accounts, linking other accounts, etc. unless otherwise noted on Client invoice. 

  5. Work will include either:

    1. KMC created post captions not to exceed (250) characters, (10) hashtags and (1) link. 

    2. Client provided copy, see section 7.A

15. Monthly Recurring Accounts. 

  1. Marketing Management Client agrees to an enrollment period of twelve (12) consecutive months, billed monthly.  Sixty (60) day notice is required to cancel at the end of the Client's enrollment period or a two (2) month early cancellation fee will be applied. Rate for service may be adjusted at the end of Client’s enrollment period, and confirmed by Client before the next billing cycle. Invoices not paid within five (5) days of monthly billing due date will receive a $25 late fee per week, in addition to services being paused, until payment is received. If payment is not received within thirty (30) days, the contract will be terminated and a four (4) month early termination fee will be applied, in addition to any late fees incurred from delinquent payment. This termination fee, as well as any late fees incurred from delinquent payment will continue to incur a $25 weekly late fee until paid in full. 

  2. Monthly Timeline:

    1. By the 1st of each month: Client will submit the monthly communication form. If form is not submitted by the 1st, the designer will assume no input is needed from Client and will proceed with seasonal/onbrand content for the following month. Forms received after the 1st of each month will be considered “re-designs” and may use additional management hours to recreate content. 

    2. At any point, the Client can schedule a virtual phone call or in-KMC-office appointment to review your account, collaborate, brainstorm ideas, troubleshoot, etc. These meetings and all email communication will be considered management time used against your management hours. If travel is required, travel time will also be applied to management hours. 

    3. By the 20th of each month: Designer will provide finalized designs and content for Client approval for consistency corrections, as listed in this agreement. Client will have five (5) days to provide a list of consistency corrections, if any. If no response is received within five (5) days of request, KMC will assume approval and the project will move to the Scheduler. Any consistency corrections given to the designer after the five (5) day period may require additional management time taken to reschedule any content that was already scheduled. 

    4. By the 30th of each month: Scheduler will schedule all approved (see above) projects for the following month. 

    5. Revisions to all work falls under the management time and may delay the scheduling of Client’s posts for the following month. 

    6. Within a management contract monthly hours allotment may flow between months, depending on scope of work needs during a given month. If a client is out of hours for a given month, the Client may purchase add-on hours at KMC’s hourly rate. KMC will roll over any unused hours on the Client’s account, as long as the client is in good standing within their contract period. 

Miscellaneous Provisions

16. Termination. KMC reserves the right to discontinue services, terminate this Agreement, and retain any nonrefundable deposit paid by Client, if Client fails to perform its obligations hereunder. In the event of termination, ownership of any portion of the Client Website shall remain with KMC. If this Agreement is terminated, KMC will deactivate Client’s Accounts managed by KMC permanently and shall have no responsibility or liability for the loss of data that may occur at the time of cancellation.

17. Warranties, Limitation of Liability.

A. Client hereby represents and warrants that:

  1. it has all authority, licenses, permits, and consents necessary to enter into and perform its obligations under this Agreement, and will fully comply with all applicable laws and regulations;

  2. it will act in a professional manner and understand that failure to comply may result in termination. Professional manner is defined as, but not limited to, aggressive behavior, threats, foul language, physical gestures, any written or oral statement, communication, conduct or gesture directed toward any member of the KMC community. It does not matter whether the person communicating the threat has the ability to carry it out, or whether the threat is made on a present, conditional or future basis.

  1.  KMC hereby represents and warrants that:

    1. it has all authority, licenses, permits, and consents necessary to enter into and perform its obligations under this Agreement, and will fully comply with all applicable laws and regulations;

    2. its services will be carried out in a professional and workmanlike manner by qualified personnel. If the services have not been so performed and KMC  receives Client’s detailed request to cure a non-conformance within thirty (30) days of its occurrence, KMC will re-perform those services. If non-conformance is not cured, Client has the right to terminate this agreement after 30 days following written notice. These remedies will be Client’s sole and exclusive remedies and will be in lieu of any other rights or remedies customer may have against KMC with respect to the non-conformance of services.  

    3. it will operate and be available during weekdays from 9am-3pm EST. with the exception of holidays, annually between December 23rd-Jan 2nd, and any unforeseen circumstances.

18. Third-Party Source Code.  Client’s Project may use software that has been built by a third-party, such as Wix, Facebook, Instagram, Ascend, Google, Canva, shopping carts, photo galleries, etc. In these instances, Client’s Project will be subject to the terms and conditions of such third-party who owns the software, and Client may use the software as a licensee only. No ownership rights of any kind are transferred to the Client. 

19. Project Development and Browsers Compatibility. Client’s Project will be designed to be viewed using popular current browsers (e.g. Google Chrome, Safari, etc.), as such browsers are supported by the software used to develop Client’s Project. Client agrees that KMC cannot guarantee correct functionality with all browser software across different operating systems. KMC cannot accept responsibility for projects which do not display acceptably in new versions of browsers released after Client Project has been designed and handed over to Client, or due to a limitation of third-party software used. Additionally, KMC ADA compliance will not be performed unless outlined on the Client invoice. 

20. Intellectual Property.  Client hereby grants to KMC a non-exclusive license to publish and use the Client Copy and Client Graphics, which may be sub-licensed to any contractor acting on behalf of KMC. The Client must obtain permission and rights to use any information or files that are provided to KMC and that are copyrighted by a third-party. Client is further responsible for granting KMC permission and rights for use of the same. Providing Client Copy and Client Graphics shall be regarded as a guarantee by the Client to KMC that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. Client shall indemnify and hold harmless KMC against all damages, losses, and expenses arising as a result of any and all actions or claims that any materials provided to KMC by or on behalf of Client infringe the intellectual property rights of a third-party.

21. Governing Law and Dispute Resolution.  This Agreement and any disputes arising out of or relating to it (“Disputes”) will be governed by Pennsylvania laws applicable to contracts entered into and performed in Pennsylvania, excluding conflict of law principles and the United National Convention on Contracts for the International Sale of Goods. Except as provided below, all Disputes will be finally resolved by binding arbitration before one arbitrator, selected pursuant to the Commercial Rules of the American Arbitration Association (“AAA”). The arbitrator will have the authority to determine issues of arbitration and to consider and rule on dispositive motions. The arbitrator will have authority only to award compensatory damages within the scope of the limitations of this agreement and will not award punitive or exemplary damages.  The arbitrator will not have the authority to limit, expand, or otherwise modify the terms of the Agreement. The parties, their representatives, other participants and the arbitrator will hold the existence, content, and result of arbitration in confidence.  Nothing in this Section will be construed to preclude either party from seeking provisional remedies, including but not limited to temporary restraining orders and preliminary injunctions from any court of competent jurisdiction in order to protect its rights pending arbitration.  Actions on Disputes between the parties must be brought in accordance with this Section within two years after the cause of action arises.

22. Assignment. KMC may assign this Agreement or any associated order to any of its affiliated entities or to any entity to which KMC may sell, transfer, convey, assign or lease all or substantially all of the assets used in connection with its performance under this Agreement.

23. Subcontracting. KMC may subcontract any or all of its obligations, but will retain responsibility for them.  

24. Non-Disparagement. The Client agrees that, unless required to do so by legal process, both parties, including all officers and directors, will not make any disparaging statements or representations, either directly or indirectly, whether orally or in writing, by word or gesture, to any person, about the other Party or any person or entity affiliated with the other Party.

For purposes of this paragraph, a disparaging statement or representation is any communication which, if publicized to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character, or product quality of the person or entity to whom the communication relates. This non-disparagement provision is a material term of this Agreement and its violation shall constitute a breach of this Agreement.

25. Force Majure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is cause by events beyond the party’s reasonable control, including without limitation, third-party service providers and carriers, fire, flood, act of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, and inability to secure materials or transportation facilities.  

26. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

27.  Notice. All notices under this Agreement and any modifications or amendments to this Agreement must be in writing. The failure of either party to assert any of its rights under this Agreement is not a waiver by that party of its right later to enforce this Agreement in accordance with its terms.  

28. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and will supersede all previous and contemporaneous communications, representations or understanding, either oral or written, between them relating to that subject matter.  It will not be contradicted or supplemented by any prior course of dealing between the parties.

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