Terms & Conditions

Summary

The purpose of this agreement is to clearly define the expectations of each other so that an optimum level of communication, performance and goodwill is always maintained between us.  The establishment of these ground rules provides a mutually profitable relationship, allowing us to perform with excellence in our collaboration with you.

1.       Agent

Fresh Management International LTD, all employees and subcontractors agrees to act as the counsel for the Client in the planning, preparation and placement of all Marketing Communications materials authorised by the Client, including the purchase or engaging of subcontractors, facilities, media and talent as may be required. No expenditures will be made by Fresh Management International LTD for Client’s account except upon our joint approval or as otherwise provided herein.

2.       Compensation & Payment Terms

To begin the First Project with [Company] we require a Deposit of 50% of the first project total estimated cost. Or, for projects charged on a Time and Materials basis, a deposit of US$5, 000.00. This a requirement for prepayment as consideration for establishing Fresh Management International LTD as the Client’s Agent. Terms are: Invoice due upon receipt.

Overdue invoices are subject to a 1.5% per month finance charge and jeopardize adherence to production schedules.

3.       Projects

For all projects, requiring an estimate, undertaken at the request of the Client, Fresh Management International LTD will submit a budget estimate detailing the cost ceilings for each of the three (3) following Benchmarks of the Project:

3.1   Creative project development on all projects, including consultation, organization, research, creative rationale, concept development, copy writing, design, layout , and so on.

3.2   Finished mechanical artwork, including photography, typesetting, illustrations, stats, paste-up, and so on.

3.3   Production, including color separations, engraving, bindery, printing, packing, shipping, and so on.

Once budgets are agreed upon, and project requirements approved, Fresh Management International is committed to produce the project within the specified parameters (within and additional 15% is acceptable). Should project specifications change Fresh Management International LTD will submit a Revision Order before proceeding. Fresh Management International LTD will invoice the Client for the installment amounts specified on the Project Requirements form as project benchmarks are completed. The Client shall acknowledge (initial) completion of individual benchmarks and by that acknowledgment, approve the accuracy, quality and suitability for payment of work performed through completion of that Benchmark. The rates for Time & Materials for all Projects, charged on a Time & Materials basis, are defined in a Proposal Letter or on the Project Requirements form and an hourly rate of $110 is charged.  Activities include those described above as Benchmarks and, in addition, include time for Conference, Telephone, Writing, Editing, and Project Management and / or any other activity directly relating to Client’s business and / or in Client’s behalf. Time is charged in minimum increments of fifteen (15) minutes. Time is recorded in an activity Record and is invoiced monthly.

4.       Expense Reimbursement

The Client agrees to reimburse Fresh Management International for travel expenses (other than normal travel between our offices) when such travel is specifically requested by Client. The Client also agrees to reimburse Fresh Management International  for such miscellaneous expenses as messenger, shipping, legal assistance and so on.

5.       Media Commission

For all advertising space engaged or employed by Fresh Management International on Client’s behalf, it is understood that Fresh Management International shall collect a 16.5% agency commission on such advertising placement. The Client agrees to pay Publishers’ (including but not limited to Radio and Television stations) current card rates for such space (or air time) by simultaneously reimbursing Fresh Management International LTD for payment of Publishers’ invoice within Publishers’ net Terms. Media planning and scheduling are considered a Project and charged accordingly.

6.       Hold Harmless

The Client assumes full responsibility for the accuracy and legality of all information The Client supplies to Fresh Management International LTD regarding the Client’s product(s) / or services as well as for use in the Client’s advertising, publicity or any Marketing Communications materials. Furthermore, the approval of the Client for advertising and / or publicity prepared by Fresh Management International  on the Client’s behalf acknowledges the Client’s responsibility as advertiser indemnify Fresh Management International  against any losses Fresh Management International  may incur as a result of action brought against Fresh Management International  upon such advertising and / or publicity.

7.       Term of Agreement

The term of this agreement commences upon the date of approval of initiating any project and shall remain effective for 365 days (1 year). Any notice of termination by either party must be given in writing by registered mail or certified mail to the other party not less than thirty (30) days prior to the effective date of termination. The rights, duties and responsibilities of Fresh Management International LTD shall continue in full force during the period of notice including ordering of advertising media, whose closing dates fall within such period.

8.       Expiration

After expiration of the agreed upon interval following notice, no right of liabilities shall arise out of this relationship, regardless of any plans that may have been made in the clients authorization, and still existing at the expiration of the agreed-on interval following notice, shall be carried to completion by Fresh Management International  and paid for by the Client unless mutually agreed in writing to the contrary, in accordance with the provisions in this agreement.

9.       Termination

Upon the termination of this agreement, Fresh Management International LTD shall transfer, assign, and make available to the Client, or their representative, all property and materials in Fresh Management International’s possession or control belonging to and paid for by the Client, and all information regarding the Client’s Marketing Communications.

10.   Cooperation

Fresh Management International also agrees to give all reasonable cooperation toward transferring, with approval of third parties in interest, all reservations contracts and arrangements with advertising media, or others, for advertising space, radio and television time, or materials yet to be used (including uncancellable contracts and all rights and claims in and to those contracts),upon being released from the obligations of those reservations, contracts and arrangements. However, at termination, unused or unpublished advertising plans and ideas prepared by Fresh Management International LTD shall remain Fresh Management International LTD’s property, regardless of whether or not the physical embodiment of the creative work is in the possession of the Client or in the form of copy, artwork, plates, etc.

11.   General Provisions

11.1                        Independent Contractors. The Relationship between both parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other. Neither party is an agent, representative or partner of the other party. Neither party shall have any right, power or authority to enter in to any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such relationship upon either party.

11.2                        Governing Law & Jurisdiction. This agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the United Kingdom, without reference to conflict of law principles. The parties hereby expressly consent to the jurisdiction and venue of British Law. Each party hereby irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in the preamble of this Agreement, such service to become effective thirty (30) days after such mailing.

11.3                       Entire Agreement. This Agreement, including the attached exhibits, constitutes the entire Agreement between both parties concerning this transaction, and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between the parties to this Agreement or their representatives. No representations or statements of any kind made by either party, which are not expressly stated in this Agreement, shall be binding on such parties.

11.4                        All Amendments in Writing. No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorised representative of the party against whom such waiver, amendment or modification is sought to be enforced. Furthermore, no provisions in either party’s purchase orders or in any other business forms employed by either party will supersede the terms and conditions of this Agreement.

11.5                        Notices. Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail, postage prepaid with return receipt requested, address to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice here under. Delivery shall be deemed effective three (3) days after deposit with postal authorities.

11.6                        Cost of Legal Action. In the event any action is brought to enforce this agreement, the prevailing party shall be entitled to recover its cost of enforcement including, without limitation, attorneys’ fees and court costs.

11.7                        Inadequate Legal Remedy. Both parties understand and acknowledge that violation of their respective covenants and Agreements may cause the other irreparable harm and damage, that my not be recovered at law, and each agrees that the other’s remedies for breach may be in equity by way of injunctive relief, as well as for damages and any other relief available to the non-breaching party. Whether in law or in equity.

11.8                        Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy an of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has been affected may, by giving writing notice terminated this Agreement effective immediately upon such notice or at such later date as is therein specified.

11.9                        Assign ability & Binding Effect. Except as expressly set forth within this Agreement, neither party may transfer or assign, directly or indirectly, this Agreement or its rights and obligations here under without the express written permission of the other party, not to be unreasonably withheld; provided, however, that both parties shall have the right to assign or otherwise transfer this Agreement to an parent, subsidiary, affiliated entity or pursuant to any merger, consolation or reorganization, provided that all such assignees and transferees agree in writing to be bound by the terms of this Agreement prior to such assignment or transfer. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of parties hereto, their successors and assigns.

11.10                    Non-Assign ability & Binding Effect. Except as otherwise provided for within this Agreement, neither party may assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written permission of the other. Any such assignment is deemed null and void.

11.11                    Certain Sections Invalid. If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.

11.12                    Headings. The titles and headings of the various sections and sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provision of this Agreement.

11.13                    Survival of Certain Provisions. The warranties and the indemnification and confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either party for any reason.

Understood, Agreed & Approved

We have carefully reviewed the Fresh Management International Marketing Consulting Agreement and agree to and accept all of its terms and conditions.