Terms and Conditions

Agreement for Enchanting Brand Transformation This agreement (the “Agreement”) is entered into by BC & Associates Marketing Corp, an S corporation (referred to as “BC”), and you, the “Client.” We are delighted to partner with you to awaken the magic in your brand through the personalized services outlined in each accompanying Statement of Work (SOW). This Agreement, effective as of the last signature date below (the “Effective Date”), establishes the terms and conditions governing our partnership.

1. Term of Enchanted Engagement

Our journey together begins on the Effective Date and shall continue until either party chooses to end the enchantment via written notice. Should either party decide to part ways, any active SOWs will conclude as well, unless otherwise agreed. Upon termination of this Agreement or any SOW, Client agrees to settle all outstanding payments for work completed up to the termination date at the agreed-upon fees and reimbursement rates. If we are requested to continue working beyond the SOW’s completion, this Agreement’s terms will continue to apply.

2. Fees for Magical Services

The fees for our Services are set forth in each SOW. Each SOW defines the Services, pricing, and other essential information for our collaboration. We have created these flat-fee arrangements to ensure clarity and alignment in our partnership. For services outside the specified SOW scope, additional time will be billed at $500 per hour.

3. Payment to Keep the Magic Flowing

3.1 Initial Retainer: Upon signing this Agreement, the Client agrees to provide an initial retainer as specified in Schedule 1 – Statement of Work. This retainer will be applied to the total project fees. 3.2 Invoices & Payment Terms: Invoices are due upon receipt. If any invoice remains unpaid for five days, BC reserves the right to pause services until payment is received. Late balances will accrue interest at a rate of 1.0% per month. Client agrees to cover all reasonable collection costs, including legal fees, should BC need to recover unpaid balances.

4. Ownership & Enchantment Rights (“Work for Hire”)

Upon full payment of all sums due under an SOW, all deliverables created by BC will transfer to the Client, with ownership, title, and interest vesting in the Client as a “work made for hire” for copyright purposes. However, BC retains a non-exclusive license to use these deliverables for portfolio and marketing purposes.

5. Managing Changes to the Enchantment (Change Management)

If the scope, timeline, or resources require adjustments, we’ll follow these Change Management procedures:

• 5.1 Submitting a Change Request: Either party may request changes to a SOW by submitting a “Change Request,” outlining the desired alteration and its impact on scope, costs, or timeline.
• 5.2 Negotiating the Changes: Both parties will review the Change Request, and if mutually agreed, both shall sign the Change Request, making it part of the active SOW.
• 5.3 Additional Time for Personnel Changes: BC may request up to a 30-business-day extension for Client-initiated changes in personnel.
• 5.4 Effective Change Request: BC will only proceed with a Change Request once both parties have signed, and the Change Request will override any conflicting terms in the original SOW or previous Change Requests.

6. Publicity and Testimonials

By entering into this Agreement, Client grants BC permission to use Client’s name, logo, and a general description of the Services provided in BC’s promotional and business development materials. BC may also request a testimonial from the Client to share the transformative experience with other purpose-driven brands.

7. Protecting Our Team (Non-Solicitation)

BC’s team members are dedicated to making your brand shine, and we ask that our Client honors their unique talents. During the term of this Agreement and for one (1) year afterward, Client agrees not to directly or indirectly solicit, hire, or engage any BC team members for work outside this Agreement. Should a team member approach you, please direct them to BC, and notify us immediately. In case of breach, BC reserves the right to seek injunctive relief and any other remedies available under law.

8. Independent Contractor Relationship

This Agreement does not create a partnership, joint venture, or any agency relationship. Each party is an independent contractor, responsible for its acts, employees, taxes, and insurance. BC maintains full responsibility for its team, and neither party may bind the other to agreements or obligations not outlined in this Agreement.

9. General Provisions

9.1 Governing Law: This Agreement is governed by the laws of the State of Michigan, and all disputes will be resolved in Oakland County, Michigan. Either party may seek injunctive relief for breaches of intellectual property or proprietary rights in any court with jurisdiction. 9.2 Entire Agreement: This Agreement, along with any SOWs, is the full and final understanding between the parties regarding this engagement, replacing any prior discussions or agreements. 9.3 Limitation of Liability: BC is not liable for any indirect, special, or consequential damages, even if advised of such possibilities. Total liability under this Agreement shall not exceed the amount paid by the Client to BC in the one (1) month preceding the claim. 9.4 Assignment: Neither party may assign this Agreement without the other’s prior written consent. Unauthorized assignments shall be void. 9.5 Attorneys’ Fees: The prevailing party in any suit arising from this Agreement shall recover reasonable legal fees and costs. 9.6 Notices: All notices shall be in writing and sent via email, recognized courier, or USPS Priority Mail to the addresses on file. 9.7 Severability: If any provision of this Agreement is deemed unenforceable, the remaining provisions shall remain in effect. 9.8 No Waiver: Any waiver of rights under this Agreement shall not imply a waiver of subsequent rights.

Client’s Role in the Magical Process

For the enchantment to flourish, we rely on the Client’s commitment to provide required content and decision-making promptly. If delays arise due to unmet deadlines, the Client agrees to be billed at $500 per hour for any additional work required.

Acknowledgment and Acceptance

Please sign below to confirm your agreement with the terms outlined in this Agreement. We eagerly anticipate bringing your brand’s magic to life! Client Signature: _______________________ Date: ______________ BC Signature: _______________________ Date: ______________

Schedule 1 – Statement of Work

Each SOW represents an individual phase of our work together, designed to illuminate the unique path for your brand’s growth and visibility. Brand Spark: A 90-minute deep dive into the heart of your brand, followed by a personalized Brand Spark Blueprint to capture the essence and direction of your brand journey. This foundational session will guide the vision for our next steps. Brand Ignite: A focused 1-3 day intensive designed to bring your brand to life, depending on the scope outlined in the Brand Spark Blueprint. During this time, we will work closely with you to develop and refine your brand identity, strategy, and communication assets. Exact deliverables may vary based on the project’s needs and the Client’s engagement in decision-making. Deliverables May Include:

• Branding Strategy
• Logo design with final files
• Business cards (print-ready files)
• Website structure and initial 5-10 page template
• Copywriting for website launch
• Lessons on updating and expanding your website
• Content and social media strategy
• Email and newsletter setup, including Mailchimp integration

Does Not Include:

• Hosting services
• Photography and videography services
• Stock photography or video content
• Animation, music, or any non-template-based design requests

Payment Options:

• Check: Please make checks payable to BC & Associates Marketing and mail to: BC & Associates Marketing 8306 Sweetflag Ct. Linden, NC 28356
• Invoice – ACH/Stripe: Pay via credit card (Visa or Mastercard) through Stripe at no additional fee (payment link provided in your invoice email).