Scope of Work

Behr Advertising, Inc., will deliver services based on a fixed rate basis as outlined in the Services Summary and Pricing section of this agreement, in accordance with the protocols, workflows and guidelines outlined below. Services or deliverables not listed in the Services Summary and Pricing section should be considered as additional and out of scope of this agreement.

Summary

Over the years we have established defined workflows to streamline the design and development process. This saves you both time and money, keeps projects on schedule, as well as allows us to work efficiently and profitably.

However, we need your help and collaboration to stay on schedule and deliver quality work. As a result, please familiarize yourself with the protocols and mutually agreed to guidelines detailed in this document to speed up the process, as well as avoid triggering out of scope work and additional costs.

Project specifics, deliverables and monthly recurring marketing services are outlined in the proposal section of this agreement. Below follows the design and production protocols and guidelines you agree to abide by once you enter into this agreement.

Based on our conversations, this proposal is broken down into these main parts:

1. Strategy
2. Design & Copy
3. Design Revisions
4. Production
5. Proofing
6. Marketing Campaign Activation & Management

Strategy

This proposal is based on a strategy that has already been discovered, developed and discussed with you in previous meetings. Green Dot has developed the strategy without a commitment for compensation from you on a good faith basis. Upon engaging and agreeing to move forward with the components outlined in this proposal, you agree to compensate Green Dot as detailed in the Services Summary and Pricing section of this agreement for the important strategic work already been completed, which includes:

• Meet with client virtually or in person to discover and discuss marketing objectives
• Establish measurable goals
• Market research and competitor analysis
• Define and outline the creative assets and content requirements
• Develop media strategy and media budget
• Develop marketing strategy & proposal outlining deliverables, timeline & costs

Design & Copy

This proposal includes a design phase for one or more projects such as a corporate identity, website, email or video. We require a live meeting (virtual or in-person) with all decision makers on your team present to discuss our joint creative vision and receive your direction.

We highly recommend you prepare a list of competitors, relevant brands and designs or functionality you wish to incorporate into your projects to share during the initial meeting.

A written brief is authored and posted for your review and comments after the meeting. This brief, along with the scope and deliverables outlined in this proposal become the final scope of work at that point in time.

Initially, we will present more than one concept for each deliverable during the design phase. Each concept includes a visual component, and a messaging component. Generally we will present the initial concepts during a live meeting to allow you to ask questions and give initial feedback on the spot.

There are no revisions included in this phase. Revisions are defined as a separate phase of the project.

Design deliverables include:

• Visual concept development
• Copy and messaging
• Digital proofs including
  • Fonts
  • Colors
  • Copy documents
  • Layouts
  • Image selection
• Feedback documentation

Design Revisions

We include (2) two rounds of revisions at no additional cost. Once the initial designs are presented for your review, the goal for you is to either select one of the concepts, ask for revisions, or to reject all of the work.

1. If you select a concept outright, we can move on to the next phase immediately.
2. If you select a concept with revisions, or wish to use multiple parts of various concepts we presented, we will implement your feedback and any other agreed upon revisions and prepare another round of proofs for your review and approval.
3. If we are asked to start over after the initial concepts are presented vs. implement revisions, we expect detailed feedback and direction from you, in writing, detailing why each concept does not meet your initial direction, along with specific requests or suggestions for improvements to remedy the issues. The resulting work, incorporating your feedback, will then count as the first round of revisions.

That completes round 1.

It is your responsibility to carefully review the second set of proofs, and provide detailed final feedback. These should be minor revisions at this stage, such as copy edits or image swaps. Structural changes or design language related revisions are considered out of scope. We will process your feedback and generate the final set of proofs for final approval prior to moving on to the production or development phase.

Any further revisions after the final proofs are presented, including copy edits and layout changes are not included in this proposal, requiring a change order and / or estimate.

Static Designs Vs. Web Layouts

We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (color, texture and typography).

Supplying Feedback / Revision Requests

How feedback and revision requests are supplied in response to design work is critical to avoiding mistakes, omissions and staying on schedule.

• We kindly ask that you provide feedback in a timely manner after the proofs are presented. All feedback must be supplied in writing.
• You agree to meet internally with your team and consolidate your feedback into a single communication for each round of revisions you request from Green Dot.
• We encourage you to use the client portal and post your feedback in direct response to the proof. You can write an introduction and attach documents in your reply.
• We kindly ask that you use the Google Docs we supply to request copy edits. There’s a “suggesting” mode which tracks your changes (top right corner toggle switch), and you can highlight sections of text, and then add comments in the sidebar.
• Please do not have multiple people on your team reply independently using multiple channels. If we have to make time to review multiple people’s input, parse the content and confirm the intent, that work is not included and will trigger out of scope charges billed at $125 p/h.

Production

Our developers and content editors set out to create work that is as close to the design spec as possible, and compliant with industry standards. When you request that production starts on a video, website, email or any other piece of marketing collateral, it is understood that the proofs are approved as is, and ready for production, as they will guide this phase.

Revisions during production cause scheduling and resource allocation issues for all of our internal departments including the project managers, the design team, and the production team, as everyone likely needs to be notified and / or change their schedule short notice when changes need to be made at this stage. As a result, we don’t implement change requests during the production process. 

If you deem that changes to the designs or messaging are unavoidable and necessary, you can decide to halt production and pay for all completed and in-progress work committed to your projects to that point, or allow us to finish the approved projects and review the work prior to requesting additional revisions. Either way, we will provide an estimate for the new / additional work you request, along with a new scheduled completion date.

Website & Email Specifications

• Website or emails are developed based on approved Adobe Photoshop layouts, Adobe XD or Figma files
• Production ready copy for each page is contained in a Word or Google Doc. All copy for the site will be sourced from this document.
• The website will be built with the WordPress framework and will be using licensed add-ons for additional functionality, including things like font subscription plans and software to support versioning and caching to optimize performance. You are responsible for licensing and maintenance of these components if you decline the Green Dot maintenance plan (which keeps the license active as long as they are subscribed to the plan). The maintenance plan is limited to maintaining licensing and functionality of the site as it was originally designed. No content updates are included with the maintenance plan.

Browser Testing

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

Desktop Browser Testing

We test our work in current versions of major desktop browsers including those made by Apple Safari, Google Chrome, Microsoft Edge, and Mozilla Firefox. We won’t test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.

Mobile Browser Testing

Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our work in:

• iOS: Safari
• Android (latest version): Google Chrome, Firefox

We currently don’t test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.

Video & Content Production

• Video production or content production only begins after a script, storyboard or other design work detailing what will be produced has been approved by you.
• All photo and video shoots start with setting the date. Once the date is set, we can hire crew, talent and book locations. Once talent, crew and locations are approved and booked, any changes may affect the availability of these resources for the revised dates you are targeting and could trigger cancellation fees as well as change orders from the engaged resources and / or Green Dot.
• All video is shot in log mode to capture the highest possible color depth. Still images are shot in RAW format for the same reason. As a result, a significant amount of time is required to process video footage and still images after a shoot. Therefore, only the final, color corrected still images and video deliverables included in the proposal section of this agreement will be supplied to the client. All other assets from the shoot are out of scope, but can be purchased for an additional fee upon request.
• If you choose to use stock images or stock footage, the cost for licensing those assets is likely not included in this scope of work. Licensing for stock assets is addressed separately in this agreement.
• If the project includes voice over narration and music selections we will present you with options at various levels of quality and cost based on your budget. Upon your approval, you agree to pay all expenses associated with sourcing these assets on your behalf.
• A proof of the final video, content or ad creative will be presented to you for review. If the proof is within spec (script, storyboard, voice-over, length, etc.) there are no revisions included. If you require changes at this point, please provide us with specific, written direction so we may prepare an estimate for the requested work. If the deliverables are out of spec, we will revise and remedy at no cost.
• All final still images are delivered as color corrected JPG files
• All final videos are delivered in NTSC format at 25 frames per second in REC 709 color space saved as Apple ProRes files.

Proofing

The final step is to proof and approve the completed work prior to launch or delivery. While we review our work internally to ensure we incorporate all of your feedback and direction, it is your responsibility to proof the accuracy of all claims, descriptions of all products and services, promises, offers or other marketing related communications.

We are not responsible for any errors or omissions contained with any content we produce on your behalf, whether you carefully reviewed it or not. Once you give the green light for work to be published or released, you assume all responsibility.

We make a password protected client portal available to you at no additional cost. All work and proofs throughout the project development cycle are posted here for your review and / or approval. You can download and access posted files at any time, 24 hours a day, 7 days a week.

• For websites, we use a proofing server we maintain at our expense where you may logon and review a live version of the website exactly as it will appear on desktop and mobile once transferred to your hosting server.
• Proofs for printed work or static designs are usually presented as PDF’s or jpeg files.
• Videos and animated ad creative are either posted to Dropbox or the client portal depending on the final file size. Anything larger than 50MB is posted to Dropbox for proofing purposes.

Timeframe

The time required to complete the work outlined in this agreement is defined in the Services Summary and Pricing section – specifically the payment schedule and pricing matrix. Upon signing the proposal we are prepared to start work on the agreed upon date, and you agree to make all payments in accordance with the pricing schedule.

Marketing Campaign Activation & Management

Whenever we are preparing to launch a new digital marketing campaign, or even an updated version of your website, we’ll need access to your social media and search engine marketing accounts, as well as any email lists and hosting accounts related to managing your presence online.

You agree to provide access to manage your ads and publish to your accounts in a timely manner – at least 25 days prior to the campaign launch date. Marketing expenses that are approved by you and fall within the proposed budget are billed directly to a company credit card of your choice on a recurring basis.

We maintain a content calendar that details all upcoming posts and the required content. Our creatives design and develop your scheduled content while our marketers launch, monitor and optimize your ad campaigns. On a monthly basis we review a detailed written report with you on a live call for every channel where we report on KPIs and specific objectives.

On the monthly reporting calls it is your responsibility to inform us of desired targeting and budget changes to your campaigns. We make recommendations to optimize your media spend frequently, however, it is our goal to spend all of your approved budget every month, without going over.

Supplied Assets

We ask that you supply graphic files to us in an editable, vector digital format. Photographs must be in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries and style of photography/images. All design projects include time for us to source reference images from stock sources to help define the design and act as a temporary “for placement” asset until you agree the image should be licensed or produce a custom image during a photo / video shoot.

If you’d like us to search for photographs for a production only project, we can provide a separate estimate for that.

Stock Image & Footage Licensing

We have our own stock image library subscriptions that we maintain at no cost to you to support design and production project workflows. If you approve of the images we present in a design, and they are included with one of our subscriptions, we can license that image to you for use in that specific deliverable at no additional cost. However, we won’t limit our creativity or the quality and uniqueness of your projects by exclusively using a single stock media source, so it is possible that select images are not included in our subscription plan, or from another source and need to be purchased separately. We will ask for your approval on all costs prior to obligating you to any expenses.

Additionally, please be advised that it is a violation of the stock media user agreement for us to provide you with a copy of the original asset separate from the deliverables you commissioned. (Google it if you question this statement).

If you will require copies of images or footage for use other than within the deliverable we provide (the web page, the video, the ad creative), we recommend you purchase your own copy of that asset (or a subscription) from the stock media company.

Stock video footage is always additional and never included in this agreement. An itemized list of shots needed to produce your video will be provided for your review and approval along with the script or storyboard prior to us purchasing stock video assets on your behalf. We highly recommend opening an account in your name with the stock library so the images / footage is directly licensed to your organization.

Technical Support

We’re not a website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you at one of our preferred hosting providers. We can set up your site on a server at no additional charge. After that, any updates to, and management of that server will be up to you unless those services fall under our Maintenance Plan.

Website Maintenance Plan

As stated, we do not provide website hosting support related services. If you choose to sign up for our Website Maintenance Plan, you receive specific services such as a font subscription to power the fonts used on your site, a plugin subscription to allow for multiple versions of your website (production and live version), as well as other subscription based plugins you may need to support online transactions, encryption via SSL and more. Each client has their own plan and associated annual fee. Details are listed in the Services Summary and Pricing section.

Website maintenance does not imply that edits to the content or the functionality of the website are included. A separate estimate or agreement will be provided for any content edits, additions or new functionality.

Payment Schedule

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the payment schedule outlined in the Service Summary and Pricing section.

You agree to make all of the payments listed in the Services Summary and Pricing section when they are due. We will do our best to deliver the work associated with each phase outlined in a timely manner. However, payment is not subject to each project being completed, or even in progress as there are often new projects that start during the engagement, or progress payments due for other projects. In addition, many projects tend to overlap.

If Green Dot falls behind with the design and production of the deliverables referenced in the payment matrix in a material way, the client may hold the final payment for the late deliverable until such time as the final proof is presented for review.

However, if you were late providing assets, feedback or approvals, causing us to fall behind schedule, you agree to pay the next scheduled payment when is due, even if no progress has been made at that time. If there is a delay in receiving necessary content or approvals, Behr Advertising, Inc. reserves the right to delay completion date accordingly.

As referenced elsewhere in this agreement, any project that is paused for 45 days or more is considered abandoned, and additional fees (at Green Dot’s discretion) will be required to restart that project.

Payment Terms

Client shall pay Behr Advertising, Inc., the initial payment amount listed for Month 1 in the Services Summary and Pricing section of this agreement, followed by the payment for Month 2 on the same day the following month, and so on. Monthly marketing services payments are due on the same day every month. All payments are non-refundable.

All payments are due in full immediately upon receipt of the invoice. If the project work is in preparation for a marketing campaign, all project related payments are to be made before files will be released and transferred.

Business hours are Monday – Friday 8am – 5pm EST. Any after hours or weekend rush work will be subjected to an hourly rate of $200/hr.  Behr Advertising, Inc. observes all major US holidays and will be closed for business on those days.

Late Payments

In the event payment is not made within 15 days, Behr Advertising, Inc. will charge a late payment fee of 1.5%  per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest on borrowed capital, and other costs we pay for carrying overdue invoices. In addition, Behr Advertising, Inc., reserves the right to stop work until payment is received.

Collection Costs

In the event that we incur legal fees, costs and disbursements in an effort to collect payment on our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.

Behr Advertising, Inc., Responsibility For Releases

We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).

Client Responsibility for Releases

You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them.

Client Responsibility For Accuracy

You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.

Ownership & Custody

All creative concepts, ideas and designs, prepared for and purchased by you shall be your property on receipt of payment. This includes the final approved version of any digital files for contracted work – i.e. the brochure, video or website. However, this does not include any working files or digital assets generated by us that are not part of the final deliverable or required for the final deliverable to function. In the simplest terms, output files belong to you, and working files belong to us. Copyright of all material produced for the client is vested in the client, except where previous copyright may exist in purchased material. We shall retain, in our care digital files of advertising creative produced on your behalf for a period of three (3) years. Any physical materials such as film, mechanicals or printer’s proofs will not be stored or recovered unless specifically requested by you and agreed to by us in writing.

Confidentiality

It shall be our duty as the your agency not to discuss any confidential information entrusted to us by you without authorization. All studies and research done on your behalf and paid for by you shall remain confidential to you / your organization.

Contract Term

We don’t believe in locking you into long term contracts. We prefer to earn your business on a quarterly basis once the initial contract term runs its course. This agreement is for described work only and is based upon acceptance by the Client within 30 days. The minimum initial term includes all of the time outlined in the Services Summary and Pricing section to produce the assets needed to launch the campaigns, plus six (6) months from the date of the marketing campaign launch. As a result, the duration of time dedicated to project work in preparation to launch marketing campaigns, such as design and development of creative assets and web pages prior to campaign activation, is not counted towards the minimum (6) month term for marketing engagements.

The initial (6) month term for the recurring monthly marketing services begins upon campaign launch and renews automatically for a one (1) year term if not cancelled in writing at least thirty (30) days prior to the end of the initial term. The agreement renews annually thereafter until cancelled in writing by the Client or the Agency. This locks in pricing for an entire year, yet is very flexible in terms of cancellation – read below.

Monthly Marketing Services Cancellation

You must cancel monthly recurring marketing services via written notice. Early cancellation (during the first 6 months) triggers a fee of no less than 50% of the value of the remaining services term. Cancelling anytime after the initial 6 month term simply triggers a 90 day cancellation / transition period during which we will give our best effort to transition the account to another agency. That means you’re never obligated to work with us for more than a quarter at a time after the initial term expires, yet prices are locked in a year at a time.

Project Work Cancellation

You have the right to modify, reject, cancel or stop any and all plans or work in process via written notice at any time effective immediately for project work (i.e. web sites, designs, content production, etc.) Upon cancellation, you agree to reimburse us for all costs and expenses to date, (not to be less than 50% of the total cost of the value of the remaining services included in the agreement) and any non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action.

Out of Scope Revisions & Changes

We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to restrict your ability to change your mind or make decisions later when you might be better informed. The price at the beginning of this contract is based on the length of time, turnaround, and resources we estimate we’ll need to accomplish everything you’ve told us you want to achieve at the outset. Any new ideas or additions could not have possibly been budgeted or planned. That said, we’re happy to be flexible. If you want to change your mind or add something new, that won’t be a problem as we’ll provide a separate estimate to cover the additional work.

Obligation to Media & Suppliers

You authorize us to purchase and place advertising, and authorize media and production commitments for you and your organization, and to obligate you contractually or otherwise for the payment of such advertising, media and production projects. We will service and bill you each month where payment is due. Once payment has been made to us, the Agency assumes full financial responsibility for remitting payment to the media or vendors in a timely manner. If however, you fail to remit payment to us for media commitments, then financial responsibility for payment lies with you and not with the Agency.

Legal Liability and Indemnification for Errors & Omissions

We are not liable for delay, omission or error, in any advertisement or marketing communications in the absence of wilful fault or neglect. The Agency agrees to exercise its best judgement in the preparation and placing of all advertising, content and marketing materials for the Client with a view to avoiding any claims, proceedings or suits being made against the Client or the Agency. It is agreed however that the Client will indemnify the Agency against any loss we may incur as the result of any claim, suit or proceedings made or brought against the Agency based upon any advertising or marketing campaigns which the Agency prepared or managed for the Client based on information provided by the Client or published by the Client in the past. Likewise, the Agency will indemnify the Client against any loss the Client may sustain as a result of any claim, suit or proceeding made or brought against the Client caused by the Agency’s negligence.

Termination for Cause

Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.

In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.

Payment for Non-Cancelable Materials

Any non-cancelable materials, services, media contracts, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request that any such materials and services are non cancelable.

Materials Unpaid For

If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.

Transfer of Materials

Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by Client to the Agency, the Agency shall transfer, assign and make available to the Client all property and materials in its possession or control belonging to the Client. The Client agrees to pay for all costs associated with the transfer of materials.

Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of Florida.

Representations & Warranties

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

Entire Agreement

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.

Severability

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

Next Steps

To accept this contract, sign at the prompt and click the “Let’s Get Started” button. You will be emailed a copy for your records.