1. Services.
A. Contractor will perform certain services and create and provide certain deliverables, as more particularly described in statements of work (each an SOW and collectively SOWs) which may be entered into from time to time by the parties and, upon execution, will be incorporated and made part of these General Terms and Conditions for Services (the “Services”). The SOWs, together with these terms, shall collectively be referred to herein as the “Agreement.” Prior to commencement of the Services a SOW will be prepared, in the form attached hereto as Exhibit A. In the event of a conflict between the terms of a SOW and the terms of this Agreement, the terms of the SOW shall supersede and control. No obligation to provide any Services shall be incurred by Contractor until such time that an SOW has been executed by authorized representatives of both parties. The existence of this Agreement shall not be construed as imposing any obligation upon the Contractor to agree to a SOW or to otherwise perform any Services for the Client.
B. Client acknowledges and agrees that Contractor may use subcontractors and consultants to perform the Services to be provided under this Agreement.
C. Contractor may represent, perform services for, and contract with other additional clients, persons, or companies as Contractor, in its discretion, deems fit.
2. Fees and Expenses.
A. Fees. As consideration for Contractor’s rendition of the Services, Client agrees to pay Contractor the fees set forth in a SOW (the “Fees”). The Fees are exclusive of taxes, levies, duties, governmental charges and expenses (with the exception of any Contractor’s income taxes), which amounts will be billed to and paid by Client.
B. Expenses. In addition to the Fees, Client agrees to reimburse Contractor for all of Contractor’s travel and other expenses reasonably incurred by Contractor in connection with its performance of the Services, including, but not limited to, any expenses incurred in connection with the purchase or license of any stock imagery or software by Contractor in connection with the Services.
3. Billing and Payment. Contractor shall issue invoices to Client pursuant to the timetable set forth in a SOW. Client will pay invoices in U.S. dollars promptly upon receipt of Contractor’s invoice. Payments must be made by wire transfer, certified check, bank check or such other method as may be agreed upon by Contractor; provided however, Client shall pay any fees (such as credit card processing or bank fees) associated with the payment of any invoices. Client shall have no right of offset or withholding under this Agreement. Any amounts not paid by Client when due shall be subject to interest charges, from the date due until paid, at the rate of five percent (5.0%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due to Contractor from Client becomes past due for any reason, Contractor may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Contractor’s obligations hereunder or under any SOW.
