Master Services Agreement

For all work, Katalyst Creative (Barbados) Partners Inc. (KCPI) will prepare cost estimates, purchase necessary materials, supervise complete implementation, maintain quality control, pay suppliers invoices if necessary (this does not include media bookings unless otherwise agreed upon in advance) and bill the Client for the same. On all projects, the Client will approve all estimates and/or budgets before KCPI assumes obligation for outside purchases.

How We Are Compensated

Creative / Management / Strategy - Internal costs for time related to creative services, media planning and placement, project management, strategy and other time required to complete projects requested by the Client will be estimated for each project based on the scope of work. Rates and/or Retainers will vary based on the type of work and will be detailed in the project estimate.

Media Commission and Mark-up on Outside Costs - Some outside expenses incurred in the creation of your project will be marked up to result in a net yield to KCPI of 15% commission. Outside expenses include, but are not limited to, media, stock images, photography, printing, purchase of URLs, or licenses for software needed for the development of the project. All outside costs will be approved by the Client before they are incurred. Media planning time, ongoing management and reporting on offline projects and digital media campaigns are estimated as a cost to the media campaign and will be detailed in the media budget.

Billing

KCPI will submit estimates to the Client in advance of all projects. The Client will approve estimates for all authorised costs. Upon approval of the estimate, KCPI will invoice the Client as follows:

  • For projects estimated at US$5,000 or less, a 50% deposit will be billed at the beginning of the project. The balance will be billed at the end of the project.
  • For projects estimated in excess of US$5,000, a 30% project deposit will be billed at the beginning of the project. The balance of the estimate will be split into equal instalments over the expected project timeframe. Client will be billed their instalment at the beginning of the month as a retainer.
  • Media expenses will be paid up front before the media campaigns are activated. For ongoing media campaigns, estimated monthly media costs will be billed at the beginning of the month. The first month’s media expenses must be received before the campaign begins.
  • Payment for media expenses must remain current for campaigns to remain online. It is understood and agreed that the payment requirements of suppliers are such that Client must cooperate so KCPI can pay commitments promptly and maintain its recognition and good credit standing.
  • A service charge of 1-1/2% (18% per annum) will be charged on all sums not paid within a 30-day period after date of billing. The Client agrees to pay all costs of collection and a reasonable attorney’s fee incurred in the collection of past due accounts.

Termination

Both the Client and KCPI have the right at any time, with 60 days (sixty days) written notice, to terminate the relationship which will cancel any plans, schedules or work in progress. The Client agrees to indemnify KCPI against any loss, cost or liability, including attorney’s fees, it may sustain as a result of such action. Any termination of this Agreement, howsoever such termination occurs, will not release the Client from financial obligations on projects open at the Client’s request by KCPI. KCPI will be entitled to the commission, fees and payments for services performed prior to the Client’s instructions to cancel and for advertising and materials placed or delivered thereafter if KCPI is unable to halt such placement or delivery. Under no circumstances will KCPI be obligated to breach any contractual commitment to others.

Upon termination of this Agreement, KCPI shall transfer, assign and make available to the Client, or its representatives, all property and materials in its possession or control belonging to the Client and paid for by the Client. All work is considered a “work made for hire.”

Accuracy and Completeness

Client shall be responsible for the accuracy, completeness and propriety of information concerning its products and services, which is furnished to KCPI in connection with the performance of this Agreement.

KCPI agrees to exercise reasonable care in the preparation and placement of all materials for the Client, with a view to avoiding any claims, proceedings or suits being made or instituted against either the Client or KCPI. It is mutually agreed, however, that the Client will indemnify and hold KCPI harmless against any loss, cost or expense, including attorney’s fees, it may incur as the result of any claim, suit, or proceeding made or brought against KCPI based upon any advertising element which it prepared for the Client and which the Client approved before its delivery or any material supplied by client including but not limited to:

  • claims regarding any of the Client’s products (or services) or any of the products (or services) of any of its competitors; and/or
  • any advertising element which is furnished by the Client to KCPI and which allegedly violates personal or property rights to anyone or infringes on any patent, trademark or copyright.

Effective Date

This Agreement will go into effect when signed by both parties and will remain in effect unless cancelled by the Client or KCPI pursuant to the 60-day termination clause referenced in this agreement. Any reservations, contracts or arrangements made by KCPI for the Client prior to the termination date, which continues beyond the termination date, will be carried to completion by KCPI and paid for by the Client in accordance with this Agreement.

Limitation of Liability

KCPI shall have no liability with respect to its obligations under this Agreement or any of the Work Requests for consequential, exemplary, special, incidental, or punitive damages even if KCPI has been advised of the possibility of such damages. Client’s sole remedy in the case involving KCPI’s performance of Service hereunder will be a refund of a pro rata portion of payments made by Client for KCPI’s Services. The total liability of KCPI to Client for any reason and upon any cause of action will be limited to the amount actually paid to KCPI by Client under the applicable Work Requests. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. Furthermore, KCPI is not liable for unauthorised access to, alteration of, or loss or destruction of Client’s or Client’s customers’ property, data or information.

Modifications

No modifications of this Agreement shall be valid unless such modifications are in writing and signed by both Client and KCPI.