Terms & Conditions
Last updated March 22, 2025
0 Services
0.1 Services Offered
Solstice Marketing is a boutique creative agency specializing in branding, design, and marketing solutions to help businesses develop a strong, professional presence, attract their ideal audience, and establish lasting brand recognition. Solstice Marketing offers a range of services designed to provide strategic, creative, and results-driven solutions for small businesses, nonprofits, and entrepreneurs.
Solstice Marketing agrees to perform the following services as outlined in the Client’s project proposal, contract, or invoice. The specific scope of work, deliverables, and project timeline will be detailed in the final agreement between Solstice Marketing and the Client.
The services offered by Solstice Marketing include, but are not limited to, the following:
0.2 Branding & Identity
Solstice Marketing provides comprehensive brand development services designed to create a cohesive, recognizable, and strategically aligned identity for businesses. The following subsections outline the scope of branding services, deliverables, and associated terms.
0.2.1 Logo Design & Brand Marks
Solstice Marketing offers custom logo design services that establish a strong visual identity for businesses. This includes:
Primary Logo: The main logo design representing the brand across all platforms.
Secondary Logo: Variations of the primary logo for alternate uses, such as social media, packaging, or different-sized applications.
Brand Marks & Icons: Simplified graphical elements derived from the primary logo for use in brand collateral, app icons, and promotional materials.
Clients will receive final logo files in industry-standard formats (e.g., PNG, JPG, SVG, PDF, AI) suitable for digital and print applications. Solstice Marketing does not provide trademark registration or legal consultation regarding logo ownership.
0.2.2 Full Brand Identity Development
Solstice Marketing develops a complete visual identity system to ensure consistency and professionalism across all brand touchpoints. This includes:
Color Palette Selection: Establishing primary, secondary, and accent colors with HEX, RGB, and CMYK values for digital and print use.
Typography & Font Pairing: Selecting complementary fonts for headings, body text, and branding materials.
Brand Patterns, Textures & Graphical Elements: Custom-designed assets that enhance the visual identity of the brand.
Brand Imagery Guidelines: Recommendations on photography styles, image treatments, and overall aesthetic alignment.
All visual identity elements are designed to create a unified brand presence across websites, social media, advertising, and printed materials.
0.2.3 Brand Strategy & Messaging
In addition to visual branding, Solstice Marketing offers strategic brand positioning and messaging development, which includes:
Brand Positioning Statement: A clear, concise summary of the brand’s unique value and market positioning.
Core Messaging & Brand Pillars: Defining key themes, values, and selling points that guide brand communication.
Tagline & Slogan Development: Crafting memorable, impactful taglines that align with brand identity.
Tone of Voice & Communication Style: Establishing language guidelines for marketing materials, social media, and customer interactions.
Brand strategy and messaging development help businesses maintain consistency in how they communicate with their audience across various channels.
0.2.4 Business Card & Stationery Design
Solstice Marketing provides customized business collateral design services to ensure brand consistency in professional communications. This includes:
Business Cards: Custom-designed cards featuring the Client’s logo, brand colors, and typography.
Letterhead & Envelope Design: Branded templates for professional business correspondence.
Additional Stationery & Print Materials: Design for notepads, folders, presentation templates, and other printed materials as requested.
Final design files will be delivered in print-ready formats (PDF, AI, or EPS). Solstice Marketing does not provide printing services but may coordinate with third-party vendors upon request (see Section 0.7 – Service Limitations for details on printing services).
0.2.5 Brand Style Guide & Implementation
To ensure consistent brand application across all platforms and marketing materials, all branding projects include a comprehensive brand style guide. This guide provides:
Detailed usage instructions for logos, fonts, and color palettes.
Examples of correct and incorrect logo applications.
Brand voice and messaging guidelines.
Social media, website, and print collateral recommendations.
The Client is responsible for implementing brand guidelines across their marketing materials. Solstice Marketing is not responsible for misuse or improper application of branding elements by the Client or third-party vendors. Clients are strongly encouraged to adhere to these guidelines, but this is not a requirement, and Solstice Marketing will not enforce adherence to these guidelines.
0.2.6 Ownership & Intellectual Property
Client Ownership: Upon full payment, the Client receives the rights to the final branding assets as outlined in the agreement. Solstice Marketing retains the right to showcase the work in its portfolio and marketing materials.
Third-Party Assets: If stock images, fonts, or other licensed materials are used, the Client may be required to purchase the appropriate licenses. Solstice Marketing will provide guidance on licensing requirements but is not responsible for legal compliance regarding third-party assets.
Design Modifications: Once the project is completed, any future modifications or additional branding elements requested by the Client will be considered new work and may incur additional fees.
0.3 Graphic Design
Solstice Marketing provides professional graphic design services to support businesses in developing visually appealing and high-quality marketing materials. These services cover both print and digital formats, ensuring brand consistency and effective communication. The following subsections define the scope, deliverables, and conditions of Solstice Marketing’s graphic design services.
0.3.1 Print Materials
Solstice Marketing designs a variety of print marketing materials to enhance brand visibility and engagement. Print design services include, but are not limited to:
Flyers & Brochures: Single-page and multi-page marketing materials designed to inform and engage customers.
Posters & Signage: Large-format print designs for events, retail displays, and advertising.
Business Cards & Stationery: Professionally designed business cards, letterheads, and branded office materials.
Postcards & Direct Mail: Custom designs for promotional mailers and advertising campaigns.
Catalogs & Booklets: Multi-page print layouts for product listings, company overviews, and editorial content.
Packaging Design: Branded product packaging, including labels, boxes, and inserts.
Final files will be delivered in print-ready formats (PDF, AI, EPS) with proper bleeds, crop marks, and color settings for professional printing. Clients are responsible for coordinating printing services unless otherwise agreed upon (see Section 0.7 – Service Limitations).
0.3.2 Digital Assets
Solstice Marketing provides custom digital design services to support online branding and marketing efforts. These digital assets include:
Social Media Graphics: Branded images, templates, and promotional content for platforms such as Instagram, Facebook, LinkedIn, and Twitter.
Digital Advertisements: Banner ads, carousel graphics, and paid media assets optimized for online advertising.
Infographics: Visually engaging data presentations to communicate complex information effectively.
Website Banners & UI Elements: Custom web assets designed to align with brand identity and enhance online presence.
Custom Digital Illustrations: Unique artwork tailored for brand storytelling, marketing materials, and social media content.
Digital design files will be provided in industry-standard formats (PNG, JPG, SVG, PDF) optimized for web and mobile use. Clients are responsible for proper integration and application of these assets unless additional implementation services are contracted.
0.3.3 Merchandise & Promotional Design
Solstice Marketing offers custom design services for branded merchandise and promotional products. This includes:
T-Shirt & Apparel Graphics: Unique designs tailored for screen printing, embroidery, and other apparel applications.
Stickers & Decals: Branded sticker designs for marketing giveaways, packaging, or promotional use.
Branded Promotional Products: Custom designs for mugs, tote bags, notebooks, and other promotional merchandise.
Event & Trade Show Materials: Banners, tablecloths, signage, and promotional handouts for brand representation at events.
Clients must ensure that final designs meet the production specifications of their chosen vendors. Solstice Marketing is not responsible for manufacturing or printing errors caused by third-party vendors.
0.3.4 Custom Illustrations & Iconography
Solstice Marketing provides custom illustration and icon design services to enhance branding, marketing, and editorial content. These services include:
Hand-Drawn & Vector Illustrations: Unique illustrations created for branding, storytelling, and promotional use.
Branded Iconography: Custom icon sets designed for websites, infographics, and digital applications.
Editorial & Marketing Illustrations: Custom artwork for blog posts, social media campaigns, and advertising.
Illustrations will be delivered in scalable formats (AI, SVG, PNG, EPS) as applicable. The Client is granted rights to the final approved illustrations as outlined in Section 0.3.5 (Ownership & Usage Rights).
0.3.5 Ownership & Usage Rights
Final Design Rights: Upon full payment, the Client receives the rights to use the final approved design files for their intended purpose. Solstice Marketing retains the right to showcase completed projects in its portfolio and marketing materials.
Third-Party Assets & Licensing: If stock imagery, fonts, or other licensed assets are used, the Client may be required to purchase the appropriate licenses. Solstice Marketing will provide guidance on licensing but is not responsible for third-party compliance.
Modifications & Future Edits: Any modifications or additional design requests made after final approval will be considered new work and may be subject to additional fees.
0.3.6 File Formats & Deliverables
All design files will be provided in appropriate formats for their intended use. This includes:
Print-Ready Files: PDF, AI, EPS with CMYK color settings and bleeds.
Digital Files: PNG, JPG, SVG, and PDF optimized for web and screen use.
Scalable Vector Graphics: AI or EPS files for illustrations and logos.
Clients are responsible for storing and maintaining their files after project completion. Solstice Marketing is not obligated to retain project files beyond the agreed-upon project timeline.
0.4 Marketing & Strategy
Solstice Marketing provides professional marketing and strategic consulting services to help businesses build brand awareness, increase customer engagement, and execute effective promotional campaigns. These services combine strategic planning, content development, and design to create a cohesive marketing approach tailored to the Client’s goals. The following subsections outline the scope, deliverables, and conditions of Solstice Marketing’s marketing and strategy services.
0.4.1 Social Media Marketing Strategy & Content Planning
Solstice Marketing offers strategic social media marketing services to enhance brand presence and audience engagement. These services include:
Custom Content Calendar Development: A structured content plan aligning with the Client’s brand voice, marketing goals, and posting frequency.
Social Media Strategy Consultation: Guidance on platform selection, content themes, engagement tactics, and best practices for organic reach.
Brand-Aligned Social Media Strategies: Custom recommendations for content creation, brand messaging, and social media aesthetics.
Hashtag & SEO Optimization: Research and recommendations for optimal hashtags, captions, and keyword integration to improve visibility.
Final deliverables may include written strategy documents, content calendar templates, and brand-aligned content recommendations. Solstice Marketing does not provide ongoing social media posting, engagement, or community management unless otherwise contracted under a brand management agreement (see Section 0.5 – Consulting & Brand Management).
0.4.2 Campaign Development & Ad Design
Solstice Marketing designs and develops marketing campaigns tailored to business objectives, whether for product launches, seasonal promotions, or brand awareness initiatives. Campaign services include:
Targeted Campaign Planning: Development of campaign themes, messaging, and creative direction aligned with the Client’s marketing goals.
Paid Advertisement Design: Custom graphics and visuals for digital advertising, including social media ads, Google Display ads, and retargeting campaigns.
Promotional Graphics: Branded assets such as banners, promotional posters, and digital flyers for campaign execution.
Landing Page or Email Campaign Visuals: Custom-designed visuals to support digital advertising and lead generation campaigns.
Clients are responsible for managing and funding paid ad placements, tracking campaign performance, and handling ad platform logistics unless otherwise agreed upon in the project contract.
0.4.3 Email Marketing Design & Templates
Solstice Marketing provides email marketing design services to help businesses communicate effectively with their audiences. These services include:
Custom Email Templates: Branded email templates designed for newsletters, promotional emails, and automated campaigns.
Email Newsletter Graphics: Visually engaging headers, banners, and call-to-action elements designed for email marketing campaigns.
Email Layout & Structure Guidance: Recommendations for structuring emails for readability, engagement, and conversion optimization.
Email Platform Compatibility: Designs optimized for major email marketing platforms such as Mailchimp, Klaviyo, Constant Contact, and others.
Clients are responsible for email distribution, list management, and analytics tracking unless additional services are contracted separately.
0.4.4 Promotional Material & Merchandising Design
Solstice Marketing offers design services for promotional materials and branded merchandise to support in-person and digital marketing efforts. These services include:
Product Packaging Design: Custom label, box, and packaging designs that align with brand identity and appeal to target customers.
Retail Signage & Display Graphics: In-store signage, shelf talkers, window displays, and trade show banners for branding and promotions.
Event Marketing Materials: Branded event flyers, invitations, sponsorship decks, and promotional handouts.
Merchandise Design: T-shirt graphics, tote bags, stickers, and other branded promotional products for marketing campaigns.
Clients are responsible for coordinating production and printing unless otherwise stated in the service agreement. Solstice Marketing can facilitate vendor recommendations but is not liable for third-party printing or production errors (see Section 0.8 – Third-Party Services & Collaborations).
0.4.5 Marketing Strategy Scope & Limitations
Marketing services provided by Solstice Marketing are subject to the following conditions:
Consulting vs. Execution: Solstice Marketing provides strategy, design, and content planning but does not guarantee specific marketing results, such as sales conversions or audience growth.
Client-Managed Campaigns: The Client is responsible for executing and managing their marketing efforts unless a separate management contract is in place.
Intellectual Property & Licensing: Any third-party stock images, fonts, or digital assets used in marketing materials may require additional licensing, which is the responsibility of the Client.
Project Revisions & Additional Work: Any revisions beyond the agreed-upon scope of work may result in additional fees and timeline extensions.
Final deliverables will be outlined in the Client’s project contract, specifying the scope, timeline, and payment terms. Any additional requests must be approved in writing before work commences.
0.5 Consulting & Brand Management
Solstice Marketing provides consulting and brand management services designed to help businesses maintain brand consistency, refine their identity, and optimize marketing strategies over time. These services are tailored to meet the unique needs of each Client and may include strategic guidance, design oversight, and ongoing brand support. The following subsections define the scope, terms, and limitations of these services.
0.5.1 Marketing & Branding Consultations
Solstice Marketing offers expert consultation services to assist Clients with:
Branding Strategy: Establishing or refining brand identity, positioning, and messaging.
Marketing Planning: Developing strategic marketing roadmaps and campaign guidance.
Visual Identity Alignment: Ensuring brand visuals are cohesive across all platforms and media.
Content Strategy: Providing recommendations for brand storytelling, social media, and promotional materials.
Consultations may be conducted in-person, via video conferencing, or through detailed written reports. Clients are responsible for implementing recommended strategies unless otherwise agreed upon in a separate service contract.
0.5.2 Brand Refresh & Rebranding Support
Solstice Marketing provides rebranding and brand refresh services, which may include:
Updating Visual Assets: Refining logos, typography, color palettes, and other brand elements.
Brand Positioning Adjustments: Helping businesses realign their brand to match evolving market trends or business goals.
Rebranding Strategy: Assisting in the transition from an existing brand identity to a new one while maintaining brand recognition and audience engagement.
The extent of brand refresh or rebranding support will be outlined in the Client’s specific agreement. Solstice Marketing is not responsible for legal trademark registration, business name changes, or any regulatory processes associated with rebranding.
0.5.3 Creative Direction & Art Direction
For businesses requiring high-level brand oversight, Solstice Marketing offers:
Creative Direction: Overseeing brand visuals, marketing campaigns, and advertising efforts to maintain brand cohesion.
Art Direction: Providing strategic input on content creation, including photography, videography, and graphic design.
Design Oversight: Reviewing and approving creative assets to ensure alignment with brand guidelines.
Creative and art direction services do not include hands-on execution unless explicitly stated in the Client’s contract. Solstice Marketing may collaborate with third-party creatives, but quality control of external work remains the Client’s responsibility.
0.5.4 Three-Month Brand Management Packages
Solstice Marketing offers three-month brand management contracts designed for businesses seeking ongoing marketing and branding support. These packages may include:
Social Media Content Development: Creating branded visuals and content assets for social media marketing.
Brand Audits & Performance Reviews: Assessing brand consistency, messaging effectiveness, and audience engagement.
Marketing Strategy Refinement: Adjusting and optimizing existing marketing approaches based on performance insights.
Ongoing Graphic Design Support: Providing new marketing materials, advertisements, and branded content.
Brand management services are subject to a three-month minimum commitment and will automatically conclude unless renewed by mutual agreement. Clients must adhere to payment terms and project timelines as specified in their contract.
0.5.5 Customization & Service Limitations
All consulting and brand management services are customized to fit the Client’s industry, business goals, and marketing objectives. However, the following limitations apply:
Solstice Marketing does not guarantee specific financial or business outcomes. Consulting services are advisory in nature, and results depend on the Client’s implementation and market conditions.
Solstice Marketing does not provide 24/7 support or on-demand consulting. Services will be delivered according to the agreed-upon schedule in the contract.
Third-party software, advertising costs, or additional materials required for implementation are not included. The Client is responsible for purchasing or subscribing to necessary platforms, ad placements, or production services.
Any additional services requested outside of the original agreement may be subject to additional fees and timeline adjustments, as outlined in Section 0.6 (Scope of Work & Additional Services).
0.6 Scope of Work & Additional Services
The scope of work for each service provided by Solstice Marketing is determined by a formal agreement between Solstice Marketing and the Client. This agreement ensures mutual understanding and sets clear expectations regarding project deliverables, timelines, and financial obligations. The following subsections outline key aspects of the scope of work and how additional services or modifications are handled.
0.6.1 Defined Scope of Work
Each project will be governed by a written agreement that explicitly outlines:
Services to Be Performed: A detailed list of branding, design, and marketing services included in the project.
Project Deliverables: Specific assets, files, or services that the Client will receive upon project completion.
Timelines & Deadlines: Estimated project duration, milestone deadlines, and final delivery dates.
Revisions & Approval Process: The number of revision rounds included in the agreement and the process for Client feedback and approval.
Payment Schedule & Terms: Agreed-upon pricing, deposit requirements, installment payments (if applicable), and final payment due dates.
The Client must carefully review the agreed-upon scope before signing the contract. Any work beyond this defined scope is considered an additional service subject to further negotiation and approval.
0.6.2 Additional Services & Scope Adjustments
If the Client requests modifications or services beyond the original agreement, the following terms apply:
Additional Fees: Work outside the contract’s original scope may incur additional charges based on the complexity and time required.
Timeline Adjustments: Expanded work may require modifications to the original timeline, including potential delays in final delivery.
Written Estimate Requirement: Solstice Marketing will provide a formal, written estimate outlining costs, timeline changes, and any other relevant conditions for additional work.
Client Approval: No additional work will commence until the Client provides written approval (via email or signed agreement) accepting the revised scope and associated costs.
0.6.3 Impact of Additional Requests on Project Timelines
The Client acknowledges that new or expanded requests made after project commencement may:
Require additional processing time, delaying milestones or final delivery.
Affect previously established deadlines due to increased workload.
Necessitate reprioritization of existing tasks within Solstice Marketing’s workflow.
Solstice Marketing will communicate any anticipated delays resulting from scope adjustments and work with the Client to establish a revised timeline where necessary.
0.6.4 Exclusions from Scope of Work
Unless explicitly stated in the agreement, the following are not included in the standard scope of work:
Coding, web development, or software engineering.
Ongoing social media management or community engagement.
Printing costs or third-party service fees.
Legal consultation regarding trademarks, copyrights, or business registration.
Public relations (PR) or media outreach.
If the Client requires services beyond the defined scope, Solstice Marketing may provide referrals to third-party providers but assumes no responsibility for the quality, cost, or timelines of external services.
0.7 Service Limitations
Solstice Marketing specializes in branding, design, and marketing services. However, there are specific limitations to the scope of services provided. The following subsections clarify areas that fall outside of Solstice Marketing’s offerings to ensure transparency and proper expectation management.
0.7.1 Web Development or Coding Services
Solstice Marketing offers website design services, which may include visual layouts, branding elements, and user interface (UI) designs. However, Solstice Marketing does not provide the following:
Website coding or development, including HTML, CSS, JavaScript, PHP, or other programming languages.
Backend development, including database management, CMS (content management system) setup, or server-side functionalities.
Web hosting, domain registration, or website maintenance services.
If the Client requires development services, Solstice Marketing may recommend third-party developers but holds no responsibility for their pricing, timeline, or service quality. The Client assumes full responsibility for coordinating with developers to implement the provided design assets.
0.7.2 Full-Service Social Media Management
Solstice Marketing provides strategic social media branding and design services but does not offer full-service social media management. Specifically, unless stated otherwise in an agreed upon contract, Solstice Marketing does not:
Post content on behalf of the Client on an ongoing basis.
Monitor, respond to, or engage with audience interactions, including messages, comments, or reviews.
Provide in-depth analytics tracking, reporting, or social media advertising campaign management.
Solstice Marketing may provide guidance on content strategy, branding consistency, and visual assets but expects the Client to handle execution, scheduling, and engagement unless otherwise agreed upon in writing.
0.7.3 Printing Services
While Solstice Marketing delivers print-ready design files formatted according to industry standards, it does not operate as a printing service. Clients have the following options regarding printed materials:
Independent Printing: Clients may choose their own printing vendor and are responsible for communicating specifications, ensuring quality, and covering all associated costs.
Managed Printing Services (Optional): Upon request, Solstice Marketing may coordinate printing with third-party vendors for an additional fee(s). This service may include:
Vendor selection and communication.
Print proof review and approval coordination.
Production oversight to ensure alignment with design specifications.
Delivery of printed materials
Solstice Marketing is not responsible for print quality, color variations, or production errors once the Client approves the final proof. Any reprints, modifications, or corrections due to printing issues are the financial responsibility of the Client.
0.7.4 Additional Service Limitations
Solstice Marketing does not provide the following services unless explicitly agreed upon in a separate contract:
Legal or financial consulting, including trademark registration or copyright filings.
Public relations (PR) services, including media outreach or crisis communication.
Product manufacturing, sourcing, or fulfillment.
Video production beyond basic video editing included in design services.
If any of these services are required, the Client is responsible for securing appropriate vendors. Solstice Marketing may provide referrals but assumes no liability for external service providers.
0.8 Third-Party Services & Collaborations
0.8.1 Use of Third-Party Services
Solstice Marketing may, at its discretion, recommend or engage third-party vendors, contractors, or service providers to fulfill specific aspects of a project, including but not limited to printing, web hosting, copywriting, photography, videography, and specialized marketing services. These third-party services are utilized to enhance the Client’s project and ensure the highest possible quality of deliverables. However, Solstice Marketing does not directly control these external entities and, therefore, cannot be held liable for their performance, timelines, pricing, or quality standards.
0.8.2 Financial Responsibility for Third-Party Services
The Client acknowledges that any fees, costs, or charges associated with third-party services are the Client’s sole responsibility unless explicitly agreed upon in writing by Solstice Marketing. Any estimates or pricing provided by Solstice Marketing for third-party services are for informational purposes only and may be subject to change by the third-party provider. The Client agrees to make all necessary payments directly to the third party unless otherwise arranged in advance with Solstice Marketing.
0.8.3 Approval of Third-Party Work
Before the finalization, production, or publication of any work performed by third-party vendors, the Client must review and approve all deliverables. Solstice Marketing shall not be liable for any errors, defects, or dissatisfaction related to third-party services once the Client has granted approval. Any necessary revisions or corrections after approval may result in additional costs, which will be the Client’s responsibility.
0.8.4 Third-Party Delays & Liability
Solstice Marketing is not responsible for any project delays caused by third-party vendors, suppliers, or contractors. While reasonable efforts will be made to coordinate with third-party providers and facilitate timely completion of services, any disruptions, missed deadlines, or service failures on their part do not constitute a breach of contract by Solstice Marketing.
0.8.5 Collaboration with External Agencies & Designers
If the Client chooses to engage additional designers, marketers, or agencies outside of Solstice Marketing to work on related projects, the Client must notify Solstice Marketing if such collaboration could affect existing project deliverables. Solstice Marketing reserves the right to assess how external involvement may impact the project scope, timeline, and quality. Any conflicts, inconsistencies, or delays arising from external collaborations are not the responsibility of Solstice Marketing.
0.8.6 Indemnification
The Client agrees to indemnify, defend, and hold harmless Solstice Marketing from any claims, disputes, damages, or liabilities arising from third-party services or external collaborations. This includes, but is not limited to, disputes over intellectual property, payment issues, missed deadlines, or dissatisfaction with third-party work.
0.9 Client Responsibilities
To ensure the successful execution of services provided by Solstice Marketing, the Client agrees to fulfill certain responsibilities as outlined in this section. Failure to meet these obligations may impact project timelines, deliverable quality, and overall service effectiveness.
0.9.1 Client Obligations
The Client agrees to:
Provide all necessary materials, assets, and information required for the project in a timely manner.
Respond to feedback requests, approvals, and revisions within the agreed-upon timeframe.
Adhere to payment schedules as outlined in the contract (see Section 2 – Payment).
Notify Solstice Marketing of any major changes to the project scope as soon as possible.
Failure to provide timely feedback, approvals, or required materials may result in delays to the project timeline, and Solstice Marketing will not be held responsible for missed deadlines due to Client inaction.
0.9.2 Client’s Legal Responsibility for Final Deliverables
By engaging in services with Solstice Marketing, the Client acknowledges and agrees that they assume full legal responsibility for all final deliverables.
The Client is solely responsible for:
Ensuring that all content, branding, marketing materials, and designs comply with industry regulations and legal requirements.
Conducting any necessary legal or compliance reviews, trademark checks, and copyright verifications before usage.
Ensuring that all branding and marketing materials align with applicable laws, advertising standards, and ethical guidelines relevant to their industry.
0.9.3 Release of Liability Upon Approval
Once the Client has provided final approval for any deliverable, Solstice Marketing is fully released from any and all liability, claims, damages, or legal actions related to its use.
The Client expressly waives the right to:
File any claims or take legal action against Solstice Marketing for any losses, damages, or disputes arising from their use of the approved materials.
Hold Solstice Marketing responsible for the success, effectiveness, or unintended consequences of the deliverables once they have been approved and delivered.
0.9.4 Indemnification
Solstice Marketing will not be held liable for any claims, including but not limited to:
Trademark or copyright infringement resulting from the Client’s use of branding or marketing materials.
Regulatory non-compliance, including violations of industry-specific advertising laws or consumer protection regulations.
Misrepresentation, reputational harm, or financial loss resulting from the Client’s marketing campaigns, branding decisions, or public messaging.
Any other legal consequences that arise from the Client’s application or distribution of the provided materials.
0.9.5 Limitation of Liability
The Client expressly agrees to indemnify and hold Solstice Marketing harmless against any legal claims, disputes, damages, or financial liabilities incurred as a result of using the deliverables, including but not limited to:
Attorney’s fees and legal costs arising from any lawsuit or regulatory action.
Settlement fees or financial penalties imposed due to non-compliance.
Compensation for damages claimed by third parties due to the use of the deliverables.
By engaging in services with Solstice Marketing, the Client accepts full responsibility for all marketing and branding decisions and acknowledges that Solstice Marketing’s role is strictly limited to creative development and consultation.
1 Scope of Services
The scope of services provided by Solstice Marketing is defined in a separate Service Agreement, Proposal, or Project Brief, which outlines the specific deliverables, timelines, and expectations agreed upon by both Solstice Marketing and the Client.
By engaging Solstice Marketing for services, the Client acknowledges that all work performed is governed by the terms outlined in this document. Any changes to the agreed-upon scope must adhere to the procedures specified in Section 1.1 – Scope Changes.
1.1 Scope Changes
If either Solstice Marketing or the Client seeks to introduce modifications, amendments, or alterations to the originally agreed-upon scope of services, such changes must be formally documented in writing.
All scope modifications are considered contract modifications and must be reviewed and approved by both parties before implementation. Scope changes may affect project timelines, deliverables, and costs, which will be renegotiated as necessary.
Scope modifications must adhere to the conditions outlined in Section 8 – Contract Modification of this Agreement.
1.1.1 Proposing a Scope Change
Any party requesting a scope change must submit a written request outlining:
Rationale for the requested change – Explanation of why the change is necessary or beneficial.
Potential impact on the project timeline – Estimated delays or adjustments required for project completion.
Revised deliverables – A list of new, modified, or removed services or assets.
Additional costs (if applicable) – A breakdown of any added expenses due to the change.
Upon receiving the request, the receiving party will review and provide a written response within a reasonable timeframe with one of the following:
Approval of the change and confirmation of revised project terms.
Denial of the request with an explanation.
Counterproposal for alternative scope adjustments or further discussion.
No additional work will commence until both parties agree in writing to the new scope and its corresponding changes to the project timeline and pricing.
1.2 Scope Creep
Scope Creep is defined as any unauthorized or unplanned modifications to the agreed-upon scope of work that exceed the original contract terms. Solstice Marketing reserves the right to temporarily halt work on affected deliverables until a formal agreement on the revised scope is reached.
1.2.1 Identifying Scope Creep
Scope Creep may include, but is not limited to:
Additional revisions beyond the agreed-upon number specified in the Service Agreement.
Requests for new deliverables, features, or services not included in the original contract.
Fundamental changes to the project direction after work has commenced.
Expedited requests that significantly alter project timelines or resource allocation.
If Solstice Marketing identifies a Scope Creep situation, the Client will be notified immediately, and work will pause on the affected portion of the project until a resolution is reached.
1.2.2 Preventing Scope Creep
To avoid unplanned changes and ensure smooth project execution, both Solstice Marketing and the Client agree to:
Maintain clear communication throughout the project.
Promptly document and approve any scope adjustments before implementation.
Ensure mutual understanding of project deliverables before work begins.
Suspend work on affected deliverables until modifications are formally approved.
1.3 Temporary Work Suspension Due to Scope Creep
If Solstice Marketing determines that a request constitutes Scope Creep, all work related to the affected deliverables will be temporarily suspended until a revised agreement is reached.
During this suspension, the Client will receive:
A formal scope adjustment proposal outlining the changes, revised timeline, and cost impact.
A Scope Creep Fee (if applicable), as detailed in Section 1.4 – Scope Creep Fee.
An updated Service Agreement for approval before work resumes.
If the Client declines the revised scope and associated costs, Solstice Marketing reserves the right to terminate the project under the conditions set forth in Section 9 – Termination of Services.
1.4 Scope Creep Fee
To cover the administrative and operational costs associated with unauthorized scope expansions, a Scope Creep Fee of $20 per instance will be applied.
This fee is intended to compensate for the time and resources required to assess, document, and address Scope Creep.
1.4.1 Payment Responsibility
The Client is responsible for paying the Scope Creep Fee if they introduce unauthorized changes that alter the project scope.
The fee will be added to the final invoice or billed separately, depending on when the Scope Creep occurs.
If the Scope Creep Fee is not paid, Solstice Marketing reserves the right to withhold final project deliverables.
1.5 Revised Timeline & Cost Adjustments for Approved Scope Changes
If both parties approve a scope change, the project timeline and pricing will be adjusted accordingly.
1.5.1 Revised Timeline
Solstice Marketing will provide a revised project schedule reflecting the approved changes.
Any modifications to delivery dates will be communicated and agreed upon before implementation.
The Client acknowledges that new requests or revisions may extend the original project completion date.
1.5.2 Cost Adjustments
If additional work incurs extra costs, a revised estimate will be provided.
No additional fees will be charged unless formally agreed upon by both parties.
Payment for the adjusted scope will follow the updated payment schedule, as detailed in Section 7 – Payment Terms.
2. Payment
Solstice Marketing requires all Clients to adhere to the following payment terms to ensure timely compensation, smooth project execution, and fairness to both parties. By engaging Solstice Marketing, the Client agrees to the conditions outlined in this section.
2.1 Compensation & Payment Terms & Discounts
Solstice Marketing provides flat-rate services and does not charge by the hour. Compensation for services will be determined based on:
The pricing listed on the Solstice Marketing website, unless a custom agreement has been made, such as discounts and special pricing offers.
The scope and complexity of the project, as detailed in the Service Agreement or Proposal.
Any additional work, revisions, or scope modifications requested by the Client
(see Section 8 – Contract Modification).
The agreed-upon payment schedule, as outlined in the Service Agreement.
Work will commence only after receiving the required deposit (see Section 2.5 – Deposits). Final deliverables will only be released upon full payment of the remaining balance (see Section 3 – Deliverables).
2.1.1 Interest-Free Payment Plans
Solstice Marketing offers interest-free payment plans, meaning Clients will not incur additional interest or financing fees if all payments are made on time and in accordance with the agreed-upon payment schedule. However, late payments, contract breaches, or other applicable non-interest-related fees may still apply. These details, including any penalties for missed or delayed payments, are outlined in the Client’s service agreement. Clients are encouraged to review their service agreement in full before agreeing to a payment plan. For questions regarding payment terms, Clients should contact Solstice Marketing before entering into an agreement.
2.1.2 Income-Based Discounts
Solstice Marketing offers income-based discounts to businesses that meet specific revenue criteria. To qualify, Clients must disclose relevant financial details during the consultation process and may be required to provide proof of revenue. The determination of discount eligibility is at Solstice Marketing’s sole discretion. Falsifying revenue information to receive an income-based discount may result in disqualification from the discount program, retroactive adjustment of service pricing, and potential contract termination.
2.1.3 Loyalty Savings
Loyalty savings require a minimum three-month service commitment. If a Client discontinues services before completing the required commitment period, Solstice Marketing reserves the right to revoke any applied discounts. In such cases, standard pricing will apply retroactively, and the Client will be responsible for any outstanding balance resulting from the discount reversal. Clients should consider the long-term commitment before opting into a loyalty-based discount program.
2.1.4 Exclusive Discounts
Solstice Marketing provides exclusive discounts to minority-owned and climate-conscious businesses as part of its commitment to supporting diverse and sustainable enterprises. These exclusive discounts:
Cannot be combined with other exclusive discounts.
May be used alongside bundle or package savings, subject to approval.
Require documentation to verify business status where applicable.
Solstice Marketing reserves the right to determine eligibility and revoke discounts if the Client is found to have provided false or misleading information.
2.1.5 Payment Obligations
Clients are required to make all payments in full and on time according to the terms specified in their service agreement. Participation in a payment plan or receipt of a discount does not modify the payment deadlines outlined in the agreement. Failure to comply with payment terms may result in:
The imposition of late fees.
The suspension of ongoing services.
Potential legal action or collection efforts if balances remain unpaid beyond the designated grace period.
Clients are strongly encouraged to notify Solstice Marketing immediately if they anticipate difficulties in meeting payment obligations to explore potential accommodations.
2.1.6 Custom Bundle Discounts
Clients who create custom service bundles may be eligible for additional discounts, including income-based and exclusive savings. All discount eligibility is assessed and determined during the consultation process. Custom bundles and associated discounts are finalized before work begins. Once agreed upon, adjustments to a bundle may require additional costs.
2.1.7 Ongoing Support Services
Ongoing support refers to continuous marketing assistance provided beyond the initial scope of a project. Unless explicitly stated in the Client’s service agreement, ongoing support is not included with individual services or standalone deliverables. Clients requiring extended assistance may need to enter a separate service agreement or pay additional fees.
2.1.8 Project Packages
Project packages consist of a predefined scope of work agreed upon before the project commences. Any revisions, additional services, or modifications outside the initial agreement:
Must be formally requested in writing.
May result in additional fees based on the extent of the requested changes.
Will not be completed until payment terms for additional services are agreed upon.
Clients are encouraged to review the package details carefully before proceeding to avoid unexpected costs.
2.1.9 Custom Bundles & Service Selection
Custom bundles offer Clients flexibility in selecting services prior to the start of a project. Once the service selection is finalized and work has begun, any requested modifications may require additional fees. Clients should ensure their service selection aligns with their needs before confirming their bundle.
2.1.10 Individual Services
Individual services purchased separately are treated as standalone deliverables and do not include:
Ongoing consultation.
Strategic planning.
Long-term marketing support unless explicitly stated in the service agreement.
Clients seeking continued assistance beyond an individual service may need to purchase additional services or enter an extended agreement.
2.1.11 Retroactive Bundle Conversions
Clients who purchase individual services separately may not retroactively convert those purchases into a bundle or package to obtain a discount. Bundles and packages must be established before work begins to qualify for associated savings.
2.1.12 Special Pricing Eligibility
Special pricing is determined on a case-by-case basis during the consultation process. Eligibility for special pricing may depend on factors such as:
Business revenue.
Industry type.
Commitment to sustainability or diversity initiatives.
Solstice Marketing reserves the right to request documentation or other proof of qualification before approving special pricing. Clients found to have misrepresented their eligibility may have their discounts revoked, and standard pricing may apply retroactively.
2.2 Minimum Charge
Solstice Marketing applies a minimum service charge of $75, regardless of the specific services performed.
2.2.1 Application of Minimum Charge
The minimum charge is non-refundable and applies to all projects, regardless of complexity.
If the total cost of services is less than $75, the minimum charge still applies.
For services costing less than $200, deposits will be refunded minus the minimum charge (see Section 2.5.1 – Deposits for Services Under $200).
2.3 Total Cost of Services
The total cost of services will be determined based on the agreed-upon Service Agreement, Proposal, or Contract and may include:
Base pricing as listed on the website or custom pricing agreed upon by both parties.
Additional costs for extra services, modifications, or third-party fees.
Revisions and modifications, which may incur additional charges (see Section 8 – Contract Modification).
Final pricing must be confirmed in writing before work begins, and any adjustments to cost must follow proper change request procedures.
2.4 Refund Policy
Solstice Marketing maintains a strict no-refund policy for all services, deposits, and payments. Once a project has been agreed upon and work has commenced, no refunds will be issued under any circumstances, except in cases where Solstice Marketing chooses to terminate the Agreement (see Section 2.4.3).
2.4.1 General Refund Policy
All deposits and payments are non-refundable, except as specifically stated in Section 2.5.1 – Deposits for Services Under $200.
No refunds will be issued if the Client cancels services after agreeing to a contract.
Refunds will only be considered if Solstice Marketing chooses to terminate the Agreement, and will be assessed on a case-by-case basis.
2.4.2 Client-Initiated Cancellations
If the Client cancels the project after signing a contract, 100% of the project cost is due, and deposits will not be refunded unless otherwise agreed upon in writing.
2.5 Refunds for Prepaid Services
If a Client pre-pays for a service but later chooses not to proceed, no refund will be issued unless Solstice Marketing has not yet expended any time, effort, or resources toward fulfilling the project.
2.5.1 Conditions for a Refund
A refund may be considered only if:
No work has begun on the project, including research, planning, or strategy development.
No design, content creation, or consulting has been initiated.
No external costs or expenses have been incurred on behalf of the Client (e.g., software licensing, outsourced services, or printing costs).
2.5.2 Non-Refundable Situations
The Client is not eligible for a refund if:
Solstice Marketing has already started work on the project, even if the Client has not yet received any deliverables.
The Client changes their mind or decides not to move forward for reasons unrelated to Solstice Marketing’s performance.
Any portion of the service has been completed or delivered, even if the Client has not used it.
The project is delayed due to Client inaction, such as failure to provide necessary materials, feedback, or approvals.
2.5.3 Refund Processing
If a refund is approved, the Client may receive:
A partial refund, calculated based on the work completed and resources allocated at the time of cancellation.
A full refund only if no time, labor, or costs have been expended by Solstice Marketing.
All refund requests must be made in writing, and Solstice Marketing retains sole discretion over refund determinations.
2.6 Deposits
A deposit is required before work begins on any project. Deposit amounts vary based on the total cost of services and the payment method used. Deposits secure the Client’s commitment and allow Solstice Marketing to allocate resources accordingly.
2.6.1 Deposits for Services Under $200
A $100 deposit is required for all services, regardless of project scope.
If the total cost of services is less than $200, the deposit will be refunded minus the minimum charge of $75 after project completion.
If the total project cost is $200 or more, the deposit is applied toward the overall cost and is non-refundable.
2.6.2 Deposits for Check Payments
For projects exceeding $400, deposits for check payments require the following:
50% of the total project cost upfront as a commitment to service.
An additional $100 service deposit, which will be refunded if the final service total does not equal the full deposit amount (check deposit plus service deposit).
Deposit checks must clear before work begins, unless otherwise agreed upon in writing.
If a check is returned due to insufficient funds, the Client must cover a $35 returned check fee plus any outstanding balance before work resumes.
2.6.3 Deposits for PayPal Payments
For projects paid via PayPal, deposits are structured as follows:
A 10% non-refundable deposit of the total project cost is required before work begins.
Clients may utilize PayPal’s “Pay in 4” installment plan for purchases over $100, subject to PayPal’s terms and approval.
PayPal payments must be received and verified before any work begins.
2.7 Payment Methods & Processing
To ensure secure and reliable transactions, Solstice Marketing provides limited but efficient payment options. Clients are expected to adhere to the payment methods and processing guidelines outlined below.
2.7.1 Accepted Payment Methods
Solstice Marketing currently accepts the following forms of payment:
PayPal – Clients may pay via their PayPal balance, linked bank account, or credit/debit card through PayPal’s secure payment gateway.
Check – Payments made by check must be issued to the business name provided by Solstice Marketing and must clear before work begins.
2.7.2 Restrictions on Alternative Payment Methods
No other forms of payment, including but not limited to cash, money orders, cryptocurrency, or third-party transfers, will be accepted unless explicitly agreed upon in writing by Solstice Marketing. Any requests to use an alternative payment method must be made in advance and approved at Solstice Marketing’s sole discretion.
2.7.2.1 Payment Processing & Timeline
To prevent delays in project commencement and completion, Clients are responsible for ensuring timely payment processing.
2.7.2.2 PayPal Processing
PayPal payments must be submitted in full before work begins unless the Client is on a pre-approved payment plan (see Section 2.6 – Deposits & Payment Plans).
Clients may utilize PayPal’s “Pay in 4” installment plan for purchases over $100, subject to PayPal’s terms and approval.
If a PayPal payment is declined, the Client must resolve the issue within 48 hours or risk project delays and potential cancellation.
The second and all subsequent declined PayPal payments are subject to a $50 declined payment fee.
2.7.2.3 Check Processing & Clearance
Checks must be received and cleared before Solstice Marketing begins work on any project. Clearance times may vary based on the Client’s financial institution.
If a check is returned due to insufficient funds or other banking issues, the Client must:
Cover a $50 returned check fee in addition to the outstanding balance.
Submit a replacement payment within three (3) business days of receiving notice of the returned check.
Provide an alternative form of payment (such as PayPal) if check payment issues persist.
Failure to resolve returned check issues within the specified timeframe may result in additional penalties, including project cancellation and legal action (see Section 2.8 – Late Payment Fees & Collections).
2.7.3 Payment Verification & Fraud Prevention
To protect against fraud and unauthorized transactions, Solstice Marketing may reserve the right to:
Request identity verification for payments exceeding $500.
Decline payments flagged for suspicious activity by financial institutions.
Suspend or terminate services if fraudulent payment attempts are detected.
If a fraudulent transaction is suspected, Solstice Marketing will notify the Client and may require alternative payment arrangements before proceeding with any work.
2.7.4 Payment Processing & Timeline
PayPal deposits must be received and processed before work commences.
Check deposits must clear before Solstice Marketing begins services unless an alternative arrangement has been agreed upon.
Any all declined checks and PayPal payments, aside from the first PayPal grace payment (see 2.7.2.2) are subject to a $50 processing fee, in addition to any outstanding balance owed.
2.8 Late Payment Fees & Collections
To ensure fair and timely compensation for services rendered, Solstice Marketing enforces strict policies regarding late payments. The Client is responsible for submitting all payments by the agreed-upon due date outlined in the invoice, contract, or payment plan agreement.
2.8.1 Late Fees
If a payment is not received by the due date, the following penalties will apply:
A 2% daily late fee will be added to the outstanding balance seven (7) calendar days past the due date.
After the first seven (7) calendar days, a 20% late fee will be added every business day until payment is received.
Late fees will continue to accrue on a rolling basis until the balance is paid in full or until legal action is taken (see Section 2.8.2 – Non-Payment & Legal Action).
Unless otherwise agreed upon (see 2.13 for payment plans), partial payments do not exempt the Client from late fees, which will be calculated based on the remaining unpaid balance.
Late fees are non-negotiable and will be enforced without exception unless Solstice Marketing has approved an alternative written agreement.
2.8.2 Collections & Legal Action for Non-Payment
If the Client’s outstanding balance remains unpaid for 30 days or more, Solstice Marketing may escalate collection efforts, which may include:
Service Suspension or Termination – Solstice Marketing reserves the right to suspend or permanently terminate services and revoke access to any ongoing projects, digital files, or other deliverables until the balance is paid (see Section 2.9.2 – Withholding of Deliverables).
Third-Party Collections – The Client’s outstanding debt may be referred to a licensed collections agency, at which point the Client will be responsible for any additional fees imposed by the collections agency.
Legal Action & Small Claims Court – Solstice Marketing may initiate legal proceedings to recover the outstanding balance. If legal action is required, the Client agrees to be responsible for:
The full unpaid amount, including any accrued late fees.
All legal fees, court costs, and administrative expenses associated with the debt collection process.
Any additional damages that may apply under state or federal law.
Solstice Marketing retains the right to report non-payment to credit bureaus, industry blacklists, or professional networks as necessary. The Client acknowledges that failure to meet payment obligations may negatively impact their business reputation and credit standing.
2.8.3 Payment Disputes & Resolution
If the Client disputes an outstanding balance, they must:
Submit a written dispute request to Solstice Marketing within seven (7) calendar days of receiving notice of late fees or collections.
Provide detailed reasoning and any supporting documentation for the dispute.
Solstice Marketing will review the dispute in good faith. However, filing a dispute does not exempt the Client from late fees or prevent collections from proceeding unless a formal resolution is reached in writing.
2.8.4 Waivers & Exceptions
Solstice Marketing may, at its sole discretion, waive or modify late fees in cases of:
Documented financial hardship, provided the Client communicates their situation before the payment due date and an alternative arrangement is agreed upon in writing.
Banking errors or processing delays, provided the Client provides supporting documentation from their financial institution.
Other extenuating circumstances, which must be reviewed and approved by Solstice Marketing on a case-by-case basis.
Any waivers or modifications must be documented in writing and do not set a precedent for future late payments.
2.8.2 Non-Payment & Legal Action
Failure to remit payment in full within the agreed-upon timeline constitutes a breach of contract. In such cases, Solstice Marketing retains the right to take any necessary action to recover outstanding debts, including but not limited to collections efforts, legal proceedings, and the enforcement of penalties.
2.8.2.1 Collections Agency Involvement
If an invoice remains unpaid for more than 30 calendar days, Solstice Marketing may:
Engage a third-party collections agency to recover the full outstanding balance, including accrued late fees.
Report the unpaid debt to relevant credit bureaus or industry blacklists, which may negatively impact the Client’s credit rating and professional standing.
Revoke any rights, licenses, or access to materials, files, or services associated with the unpaid work (see Section 2.9.2 – Withholding of Deliverables).
Once a debt is transferred to a collections agency, the Client will be responsible for:
All additional costs and fees imposed by the collections agency.
Any interest or penalties that may accrue under applicable laws.
Solstice Marketing will make reasonable efforts to notify the Client before escalating the matter to collections. However, lack of response does not exempt the Client from this process.
2.8.2.2 Legal Action & Court Proceedings
If a balance remains unpaid for 60 calendar days or more, or if the Client refuses to cooperate with payment arrangements, Solstice Marketing may initiate legal action to recover the debt. This may include:
Filing a claim in Small Claims Court or another appropriate legal venue to recover unpaid amounts.
Seeking damages beyond the unpaid balance, including:
Accrued late fees (see Section 2.8.1 – Late Fees).
Legal and administrative costs include attorney’s, court filing, and processing fees.
Interest on the outstanding amount, as permitted by state or federal law.
The Client acknowledges that by engaging Solstice Marketing’s services, they agree to comply with the outlined payment terms. Any legal action taken against the Client may result in:
A judgment against the Client, which may affect their creditworthiness and business reputation.
Garnishment of wages or assets, as permitted by applicable laws.
Lien placement on business assets, where applicable.
2.8.2.3 Jurisdiction & Governing Law
All disputes related to non-payment will be governed by the state laws in which Solstice Marketing operates. The Client agrees that any legal proceedings will occur in this jurisdiction’s appropriate courts.
By engaging Solstice Marketing, the Client waives any right to transfer proceedings to another jurisdiction unless otherwise agreed upon in writing.
2.8.2.4 Alternative Dispute Resolution
Before initiating legal action, Solstice Marketing may, at its sole discretion, offer the Client an opportunity for mediation or arbitration to resolve disputes amicably. However, such an offer does not constitute a waiver of Solstice Marketing’s right to pursue formal legal remedies if necessary.
If the Client wishes to engage in dispute resolution, they must submit a written request within 14 days of being notified of the intent to escalate the matter legally. Participation in mediation does not exempt the Client from late fees or debt collection efforts unless a mutually agreed settlement is reached.
The Client is responsible for all costs incurred by Solstice Marketing in recovering unpaid invoices, including legal fees, court costs, and collections agency fees.
2.9 Final Payment & Deliverable Release
2.9.1 Payment Before Deliverables Are Released
The Client must pay the full outstanding balance before receiving any final deliverables.
Until final payment is made, Solstice Marketing retains full rights to the work, including copyright and licensing rights.
2.9.2 Withholding of Deliverables
If the final payment is not received within the agreed-upon timeframe, Solstice Marketing reserves the right to:
Withhold the deliverables until payment is made in full.
Modify, repurpose, or resell the work at its sole discretion.
Charge additional storage or administrative fees for delayed payment.
2.9.3 Ownership Transfer Upon Final Payment
Once the final payment has been received, ownership of deliverables will be transferred to the Client, subject to the conditions outlined in Section 6 – Ownership & Intellectual Property. Any usage rights granted to the Client are contingent upon full payment.
2.10 Commencement of Work
2.10.1 Deposit Requirement
Work will not commence until the required deposit is paid in full (see Section 2.6 – Deposits). Solstice Marketing is not responsible for any delays in project timelines due to a Client’s failure to submit the deposit in a timely manner.
2.10.2 Impact of Delayed Deposits on Deadlines
If a deposit is not received on time, the project timeline may be adjusted accordingly. In such cases, any missed deadline deductions, refunds, or discounts related to the delay will not be applicable (see Section 4.5.3 – Missed Deadline Deductions). The Client is responsible for ensuring prompt payment to avoid timeline disruptions.
2.11 Deposit Application
2.11.1 Application Toward Flat-Fee Projects
Solstice Marketing operates on a flat-fee pricing model and does not charge hourly rates (see Section 2.1 – Compensation). Deposits will be applied toward the total cost of services as outlined in the Client’s contract, proposal, or invoice.
2.11.2 Deposits for Smaller Projects
For projects under $200, the deposit will be refunded minus the minimum service charge of $75 after project completion (see Section 2.6.1 – Deposits for Services Under $200).
For projects $200 or more, the deposit will be applied toward the total project cost and is non-refundable (see Section 2.6 – Deposits).
2.12 Missed Deadlines Due to Deposit Delays
Solstice Marketing operates on a structured schedule to ensure timely project completion. A deposit is required before work begins (see Section 2.6 – Deposits), and any delay in payment may result in missed deadlines. The Client acknowledges that project timelines are contingent upon timely deposit payments and that failure to pay promptly may impact the overall schedule.
2.12.1 Responsibility for Delays
The Client is solely responsible for ensuring that the required deposit is submitted in a timely manner.
Solstice Marketing is not liable for any missed deadlines, delays, or disruptions resulting from a Client’s failure to pay the deposit by the due date.
If a deposit is delayed, Solstice Marketing reserves the right to reschedule the project timeline, and any new deadlines will be determined at its sole discretion.
Solstice Marketing is not obligated to prioritize or expedite delayed projects to compensate for lost time (see Section 2.9.2 – Withholding of Deliverables).
2.12.2 No Refunds or Discounts for Missed Deadlines
If a project deadline is missed due to a late deposit, the Client will not be eligible for:
Refunds or partial refunds for missed deadlines.
Discounts or fee reductions due to project delays.
Expedited services or rush processing at no additional cost.
Any modifications to the project timeline due to a late deposit will be communicated to the Client. However, Solstice Marketing retains full discretion in determining revised schedules and is under no obligation to accommodate expedited timelines if the Client caused the delay.
Additionally, if a project is significantly delayed due to non-payment of a deposit (typically exceeding 30 calendar days), Solstice Marketing reserves the right to:
Cancel the project without refunding any prior payments.
Require a new deposit or full prepayment before rescheduling the project.
Charge additional fees for reactivating a paused or delayed project.
By engaging Solstice Marketing’s services, the Client agrees to these terms and acknowledges that timely payment is essential for project completion.
2.13 Payment Terms
2.13.1 Payment Plan Options
Solstice Marketing offers multiple interest free payment options for the convenience of the Client. Clients may choose from the following payment structures:
Payment in Full – The total project cost is paid upfront before work begins.
Bi-weekly Payments – The project total is divided into equal payments due every two weeks.
Monthly Payments – The project total is divided into equal payments due on a monthly basis. Monthly payments are eligible for payment by check and PayPal.
Payment plans must be agreed upon before the project begins and will be outlined in the Client’s contract or invoice (see Section 2.7 – Payment Methods & Processing).
2.13.2 Payment Plan Restrictions
Projects under $200 are not eligible for payment plans (see Section 2.6.1 – Deposits for Services Under $200).
Any failure to meet payment deadlines in a bi-weekly or monthly plan may result in project delays, late fees, service suspension, or cancellation at Solstice Marketing’s discretion (see Section 2.8 – Late Payment Fees & Collections).
Payment plans do not affect deposit requirements, and the Client must still provide the initial deposit before work begins.
2.15 Payment Grace Periods
Solstice Marketing understands that unforeseen circumstances may occasionally impact a Client’s ability to meet payment deadlines. To accommodate this, a five (5) business day grace period is provided for each scheduled payment. During this grace period, no late fees will be applied, and the Client has the opportunity to settle their outstanding balance without penalty.
2.15.1 Grace Period Terms
Each payment, including deposits and installment payments, is granted a five (5) business day grace period following the due date.
If the Client submits full payment within this period, no late fees or penalties will apply.
Payments must be successfully processed and cleared within the grace period to avoid penalties.
2.15.2 Consequences of Missing the Grace Period
Solstice Marketing is committed to working with Clients to avoid delinquency whenever possible. Before an account enters delinquency, Solstice Marketing will take the following steps to assist Clients in making timely payments:
Payment reminders will be sent before the due date and during the grace period.
Flexible payment solutions may be discussed upon request, at Solstice Marketing’s sole discretion.
Direct outreach will be made via email or phone to notify the Client of the overdue balance.
If the Client fails to settle their account within the five (5) business day grace period, the following actions will be taken:
The account will move into Phase 1 of delinquency (see Section 2.15.3.2 – Delinquency Phases).
Any previously paid deposit will be forfeited and not refunded (see Section 2.6 – Deposits).
Solstice Marketing reserves the right to suspend or terminate services (see Section 2.14 – Consequences of Non-Payment).
The Client will be responsible for any collection costs, including legal fees (see Section 2.8.2 – Non-Payment & Legal Action).
While Solstice Marketing makes efforts to assist Clients in avoiding missed payments, it is ultimately the Client’s responsibility to adhere to the agreed-upon payment terms.
2.15.3 Late Payment Fees & Delinquency Overview
Solstice Marketing enforces a strict late payment policy to ensure fair business practices and financial accountability. Clients are responsible for making payments on time. Failure to do so will result in progressively increasing late fees.
All late fees apply to the total outstanding balance, including any previously accrued late fees.
Late fees are cumulative and stack at each phase, increasing the overall amount owed.
Solstice Marketing does not waive late fees unless explicitly stated in writing.
If payment is not made within 60 calendar days past the due date, the account will be sent to collections, and/or legal action will be taken.
Clients agree to these terms even if they do not read them (see Section 2.15.3.3 – Client Agreement & Acknowledgment).
The delinquency phases ensure clients have multiple opportunities to resolve their balance before legal action is pursued.
2.15.3.1 Late Fees & Accrual
Solstice Marketing provides a five (5) business day grace period after the payment due date. If payment is not received within this time frame, late fees will be applied in phases.
Each late fee is applied on top of the total balance due, including any previously accrued late fees.
Late Payment Timeline & Fees
Phase 1: A 3% one-time late fee is applied to the total balance.
Phase 2: An additional 6% one-time late fee is applied to the new total.
Phase 3: An additional 15% one-time late fee is applied to the new total.
Phase 4: An additional 20% one-time late fee is applied to the new total.
Phase 5: A 10% daily late fee is applied to the new total for every additional day the balance remains unpaid.
Phase 6: The account is sent to collections, and/or legal action is taken to recover the full balance, including all accrued late fees, legal fees, and collection costs.
2.15.3.2 Delinquency Phases Explained
If payment is not made on time, the Client’s account will enter a delinquency phase based on the number of days past due. Each phase increases the total amount owed.
Phase 1 (1-15 Days Late)
3% late fee applied.
Client is notified of the overdue balance.
Phase 2 (16-30 Days Late)
Additional 6% late fee applied.
Work may be suspended until payment is received.
Phase 3 (31-40 Days Late)
Additional 15% late fee applied.
Work is suspended indefinitely. No deliverables will be released.
Phase 4 (41-50 Days Late)
Additional 20% late fee applied.
Client receives a final notice regarding impending collections and legal action.
Phase 5 (51-60 Days Late)
10% daily late fee applied.
Last opportunity to resolve the balance before legal action is taken.
Phase 6 (60+ Days Late)
Account sent to collections.
Legal action pursued to recover full balance, including all accrued fees.
2.15.3.3 Client Agreement & Acknowledgment
By signing a contract with Solstice Marketing, the Client agrees to these late payment terms, even if they do not read them.
These terms are published on the Solstice Marketing website.
These terms are included in every contract signed by the Client.
These terms are discussed before contract signing.
Even if a Client does not read the contract or the posted terms, they are still legally bound by these policies. By using Solstice Marketing services, the Client automatically agrees to all payment and delinquency terms.
To avoid unnecessary fees and legal action, the Client must ensure payments are made on or before the due date.
2.16 Payment Grace Period & Late Fees
Solstice Marketing understands that unexpected circumstances may arise, which is why all payment plans, including bi-weekly and monthly options, include a five (5) business day grace period after the invoice due date. During this grace period, no late fees will be applied, and the Client will have the opportunity to make their payment without penalty.
However, if the Client fails to submit payment in full within the grace period, late fees will automatically apply as outlined in Section 2.15 – Late Payment Fees.
The outstanding balance will be subject to the escalating delinquency phases detailed in that section, and failure to resolve the balance within the designated timeline may result in additional consequences, including project suspension, collections proceedings, and legal action.
By engaging Solstice Marketing’s services, the Client acknowledges their responsibility to adhere to payment deadlines and the terms outlined in this agreement.
2.16.1 Payment Reminders
To assist Clients in managing their payment schedules, Solstice Marketing provides timely payment reminders before each due date. These reminders serve as a courtesy and may be sent via email, text message, or other agreed-upon communication channels.
However, the Client is solely responsible for tracking their due dates and ensuring that payments are made on time. Failure to receive a reminder does not exempt the Client from their financial obligations, nor does it alter the enforcement of late fees or other penalties for non-payment.
2.16.2 Exception to Late Repayment Fees
Solstice Marketing strives to maintain clear communication regarding payment deadlines. If Solstice Marketing fails to send a payment reminder before the scheduled due date, and this failure directly results in a missed payment, late fees may be waived at Solstice Marketing’s sole discretion.
This exception is determined on a case-by-case basis and does not apply in the following situations:
The Client has a history of late or missed payments.
The Client was already aware of the payment due date through previous communications.
The Client failed to update their contact information, resulting in missed reminders.
The Client disregarded the terms outlined in this agreement.
Clients are encouraged to maintain open communication with Solstice Marketing regarding any payment concerns or unforeseen financial difficulties.
In cases where financial hardship is anticipated, Solstice Marketing may offer limited accommodations at its discretion. However, such accommodations must be formally agreed upon in writing before the payment due date.
3. Deliverables
Solstice Marketing is committed to delivering high-quality work as specified in the Client’s contract. The following terms outline the Client’s rights regarding intellectual property, post-approval corrections, working files, and final file formats.
3.1 Intellectual Property & Usage Rights
Upon full payment of all invoices related to the Project, Solstice Marketing grants the Client an exclusive, worldwide, and perpetual license to use the final deliverables for their intended purposes.
3.1.1 License & Ownership
The Client owns full rights to the final deliverables and may use them without paying ongoing royalties.
This license applies only to the final, approved versions of the deliverables.
3.1.2 Restrictions on Modification
The Client may not alter, modify, or manipulate the final deliverables unless changes are made exclusively by Solstice Marketing or another designer approved in writing by Solstice Marketing.
Unauthorized modifications may void Solstice Marketing’s liability for any quality issues, branding inconsistencies, or unintended design flaws caused by third-party changes.
3.1.3 Ownership of Pre-Final Work
Preliminary concepts, drafts, sketches, and working files remain the sole property of Solstice Marketing.
The Client has no right to use or claim ownership of any unused design concepts, mockups, or alternate versions that were not selected as the final deliverables.
By using Solstice Marketing’s services, the Client acknowledges and agrees to these intellectual property terms.
3.2 Post-Approval Error Remediation
Once the Project has been approved by the Client, the contract is considered fulfilled, and Solstice Marketing is no longer responsible for further modifications.
However, if unintentional errors (e.g., typos, formatting issues, misprints) are identified after approval, Solstice Marketing may correct them at no additional cost, provided that:
The request is made within 14 calendar days of the Client receiving the final deliverables.
The requested corrections are strictly limited to unintended errors and do not alter the original approved scope.
3.2.1 Distinction Between Error Remediation & Future Modifications
Post-Approval Error Remediation applies only to fixing unintended mistakes.
Future Modifications (e.g., new branding, color changes, layout adjustments) are not considered error remediation and will be billed as a separate project. (See Section 4.4 – Future Modifications & Revisions.)
Final Determination: Solstice Marketing retains the right to determine whether a requested change qualifies as an error remediation or a new modification.
3.3 Working Files & Source Files
Solstice Marketing retains full ownership of all working files, source files, and project assets, which are not included in the final deliverables unless explicitly agreed upon in writing.
3.3.1 Access to Working Files
If the Client wishes to obtain original working files (such as .PSD, .AI, .INDD, or .SVG files), they may request them for a $400 (four hundred dollar) release fee.
3.3.2 Conditions of Working File Release
The release fee must be paid in full before files are transferred.
The Client may not resell, redistribute, or claim authorship of any proprietary design elements created by Solstice Marketing.
Solstice Marketing is not responsible for formatting issues, software compatibility conflicts, or technical difficulties that arise from Client-side use of working files.
3.3.3 Exceptions
If a contract explicitly states that working files will be provided, this clause does not apply.
Any release of working files must be documented in writing and agreed upon before project completion.
3.4 File Format & Final Deliverables
Solstice Marketing ensures that all final deliverables are provided in industry-standard file formats suited to the Client’s intended use.
3.4.1 Standard File Formats
The following formats will be provided based on the Client’s needs and project specifications:
.JPG High-resolution, optimized for web and print.
.PNG – Transparent background, optimized for web use.
.PDF – Vector-based, scalable for professional printing.
3.4.2 Color Spaces & Resolution
RGB Files – Used for digital and web-based applications.
CMYK Files – Used for professional printing.
Resolution and dimensions will be adjusted based on project requirements to ensure the highest quality output.
3.4.3 Additional File Requests
Once files are delivered and approved:
Any requests for additional formats, sizes, or alternate specifications may be subject to additional fees.
If the Client requires specific formats beyond those outlined above, they must communicate this before project completion.
3.5 Delivery of Final Files
3.5.1 Method of Delivery
Final deliverables will be provided via secure digital transfer, including but not limited to:
Email delivery (if file size allows).
Cloud-based file sharing (Google Drive, Dropbox, or a Client-provided file-sharing service).
Solstice Marketing does not provide physical copies or USB transfers unless explicitly agreed upon in writing.
3.5.2 File Storage & Retention Policy
Solstice Marketing retains project files for 90 calendar days after delivery.
After 90 days, files may be deleted, and retrieval may not be possible.
If a Client requests file retrieval after 90 days, a file recovery fee may apply, and recovery is not guaranteed.
3.6 Client Acknowledgment & Agreement
By engaging Solstice Marketing’s services, the Client acknowledges and agrees to the following:
They have read and understood the terms regarding ownership, licensing, and deliverables.
They accept that working files remain the property of Solstice Marketing unless a separate agreement is made.
They understand that once final files are delivered and approved, any additional changes may incur fees.
4. Finalization
Finalization refers to the approval, revision, and completion processes of the Client’s Project. The following terms define how deliverables are reviewed, revised, modified, and completed, as well as the responsibilities of both Parties in meeting deadlines.
4.1 Feedback & Client Responsibilities
Upon receiving the deliverables, the Client must provide timely feedback or approval within a reasonable period, as agreed upon by both Parties.
4.1.1 Feedback Timeframe
The standard feedback period shall be five (5) business days from the date of delivery.
Failure to provide feedback within this period may result in delays, and any missed deadlines caused by Client delays will not qualify for the $25 missed deadline deduction as outlined in Section 4.6.1.
4.1.2 Responsibility for Timely Responses
The Client must ensure timely communication to avoid project stagnation.
If a Client remains unresponsive for more than ten (10) business days, Solstice Marketing reserves the right to:
Pause or terminate the project at its discretion.
Charge a reactivation fee if the Client wishes to continue after an extended delay.
4.2 Revisions
Solstice Marketing provides the Client with up to three (3) complimentary revisions (proofs) per concept. See section 9 for more information.
4.2.1 Scope of Revisions
Revisions are limited to minor adjustments, such as color changes, font refinements, or small layout tweaks.
Revisions do not include major redesigns, concept overhauls, or brand direction changes.
4.2.2 Additional Revisions
Any revisions beyond the three (3) complimentary proofs will be billed at Solstice Marketing’s $10 per revision.
The Client will be informed of additional costs before any extra revisions are completed.
4.3 Client Approval Process
The Client must review and approve the final deliverables before the project can be completed.
4.3.1 Written Approval Requirement
The Client must provide written confirmation (via email or designated communication platform) stating that they approve the final design.
Once written approval is received, the project is deemed complete, and Solstice Marketing is no longer responsible for additional modifications unless covered under Section 4.4 – Future Modifications.
4.3.2 Approval Delays & Deadline Implications
If a deadline is missed due to delayed Client approval, the project is not eligible for the $25 missed deadline deduction as outlined in Section 4.6.1.
Once approval is given, any errors or overlooked issues become the Client’s responsibility unless covered under Section 3.2 – Post-Approval Error Remediation.
4.4 Future Modifications & Revisions
After project completion, the Client may request future modifications, updates, or additional services.
4.4.1 Returning for Additional Modifications
Minor modifications may be completed without requiring a new contract, at Solstice Marketing’s discretion.
Major modifications (e.g., rebranding, extensive layout changes) require a separate contract and will be billed accordingly.
4.4.2 Discounted Rate for Future Modifications
Returning Clients receive a 10% discount on future modifications directly related to the original project.
If the requested modification extends beyond the project’s original scope, the discount does not apply.
4.4.3 Requesting Future Modifications
The Client must submit a formal revision request through Solstice Marketing’s designated process.
Upon receiving the request, Solstice Marketing will provide:
A detailed breakdown of the requested modifications.
A cost estimate, including any applicable discounts.
Unauthorized modifications made by the Client or a third party without Solstice Marketing’s written permission will be considered copyright infringement and intellectual property abuse, subject to legal action as detailed in Section 5.5 – Copyright & Legal Compliance.
4.4.4 Release of Revised Deliverables
Once payment for future modifications is received, Solstice Marketing will initiate the revision process and deliver the revised files.
The updated files will be provided in the same formats and specifications as the original deliverables, unless otherwise specified.
4.4.5 Intellectual Property & Copyright Compliance
No third party may alter or modify Solstice Marketing’s work without explicit written permission.
Unauthorized modifications, redistributions, or repurposing of the revised deliverables may result in legal consequences at the Client’s sole expense.
The Client acknowledges that any unauthorized changes violate intellectual property law, and Solstice Marketing reserves the right to enforce its legal rights, as detailed in Section 5.5 – Copyright & Legal Compliance.
4.5 Deadlines & Timelines
Solstice Marketing and the Client must adhere to agreed-upon deadlines to ensure successful project completion.
4.5.1 Minimum Deadline Requirement
The earliest possible deadline is three (3) business days after contract signing.
Expedited services (completion before this period) require a $100 rush fee.
4.5.2 Notice of Delay
If Solstice Marketing anticipates a delay, it must provide at least 72 hours’ notice before the original deadline.
4.5.3 Deadline Delay Clause
If Solstice Marketing fails to meet the original deadline without providing advance notice, the Client is eligible for a $25 penalty deduction from the final cost.
The penalty deduction does not apply if the delay is caused by:
Late payments from the Client.
Delayed approvals or feedback from the Client.
Client-side miscommunication or oversight.
4.6 Missed Deadlines & Consequences
A missed deadline occurs when either Party fails to meet a required milestone, potentially disrupting the Project’s progress.
4.6.1 Penalty Deduction for Solstice Marketing
If Solstice Marketing misses a deadline without providing advance notice, the Client is entitled to a $25 deduction from the final invoice.
4.6.2 Exemptions from Penalty Deduction
The penalty does not apply if the delay is due to:
Late payments from the Client.
Failure to provide timely feedback or approvals.
Revisions or additional requests that extend beyond the original scope.
4.7 Client Acknowledgment & Agreement
By engaging Solstice Marketing’s services, the Client acknowledges and agrees to the following:
They are responsible for timely feedback, approvals, and communication to prevent unnecessary delays.
All revisions beyond the agreed scope will be subject to additional costs.
Failure to adhere to deadlines may result in project delays, extra costs, or cancellation.
5. Privacy & Ownership
5.1 Confidentiality & Non-Disclosure
In the course of working together, Solstice Marketing may have access to sensitive business information, trade secrets, proprietary data, and other confidential materials belonging to the Client. Maintaining the security and privacy of this information is essential to fostering trust and ensuring the integrity of the business relationship.
This section outlines the obligations and restrictions regarding the handling, disclosure, and protection of confidential information. It establishes clear boundaries to prevent unauthorized use or distribution while allowing Solstice Marketing to effectively fulfill its services.
5.1.1 Non-Disclosure Agreement (NDA)
Solstice Marketing acknowledges that it may be necessary for the Client to disclose certain confidential and proprietary information to perform duties under this Agreement. Solstice Marketing agrees that any disclosure to a third party or misuse of such proprietary or confidential information would cause irreparable harm to the Client.
5.1.2 Permitted Disclosures
Confidential information may be disclosed only under the following circumstances:
When required by law, regulation, or court order.
To employees, contractors, or agents of Solstice Marketing who need to know such information to fulfill contractual obligations, provided that these individuals are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
5.2 Proprietary or Confidential Information
In the course of providing marketing, branding, and design services, Solstice Marketing may have access to confidential or proprietary information belonging to the Client. This information is crucial to the Client’s business operations and competitive positioning. Solstice Marketing recognizes the sensitive nature of such information and commits to handling it with the highest degree of confidentiality and security. The following provisions define what constitutes proprietary or confidential information and outline the measures in place to protect it.
5.2.1 Definition
Confidential or proprietary information includes, but is not limited to:
Any written, printed, graphic, or electronically recorded materials furnished by the Client, whether in digital or physical format.
Any written or tangible information stamped “confidential,” “proprietary,” or with a similar designation, or any information the Client makes reasonable efforts to maintain the secrecy of.
Business strategies, marketing plans, customer databases, financial records, operational procedures, trade secrets, branding assets, proprietary design elements, creative concepts, advertising strategies, and any other strategic business information.
Design formulas, know-how, processes, discoveries, improvements, sales projections, pricing models, or intellectual property related to the Client’s business, products, or services.
Any discussions, proposals, drafts, or preliminary concepts shared during the course of the engagement, even if they do not result in final deliverables.
Any other information that is reasonably understood to be confidential due to its nature and the circumstances of disclosure, regardless of whether it is explicitly marked as confidential.
5.3 Completion of Services
At the conclusion of the contractual relationship between Solstice Marketing and the Client, it is essential to establish clear expectations regarding the return, retention, and use of materials exchanged during the course of the engagement. The following provisions ensure that the Client’s confidential and proprietary information remains protected while also allowing Solstice Marketing to retain necessary records for portfolio use, internal reference, and professional record-keeping.
5.3.1 Return of Materials
Upon termination of Solstice Marketing’s services to the Client or at the Client’s written request, Solstice Marketing shall return all physical and digital materials in its possession that relate to the Client’s business, including but not limited to confidential documents, branding assets, design files, business strategies, and proprietary information. All returned materials shall be in their original or agreed-upon format unless otherwise specified in writing.
5.3.2 Retention of Work Files
Solstice Marketing reserves the right to retain copies of final deliverables, working files, and project-related materials for internal record-keeping, quality assurance, and portfolio use unless explicitly restricted in writing by the Client before the commencement of services. Such retention does not grant Solstice Marketing ownership over the Client’s final design(s) but ensures Solstice Marketing has access to work files for future reference, proof of work, and portfolio inclusion where applicable.
5.4 Breach of Confidentiality
Confidentiality is a fundamental aspect of Solstice Marketing’s commitment to professional integrity and client trust. Any unauthorized disclosure or misuse of proprietary or confidential information may result in significant harm to the Client’s business, reputation, and competitive advantage. To ensure accountability and protection against potential breaches, the following provisions outline what constitutes a breach, when legal action is justified, and how Solstice Marketing is protected in the event of a cybersecurity incident.
5.4.1 Definition of a Breach & Legal Action Parameters
A breach of confidentiality occurs when Solstice Marketing, its employees, contractors, or representatives improperly disclose, misuse, or fail to reasonably protect the Client’s confidential information in a way that results in harm to the Client.
A breach may include, but is not limited to:
Unauthorized Disclosure – Sharing confidential information with a third party without the Client’s prior written consent, except as permitted in Section 5.1.3 (Permitted Disclosures).
Unauthorized Use – Using confidential information for any purpose outside the scope of this Agreement without the Client’s written permission.
Failure to Implement Reasonable Security Measures – Negligently failing to take commercially reasonable steps to protect confidential information, leading to unauthorized access or use.
A breach does not include:
Legally Required Disclosures – If Solstice Marketing is compelled to disclose information by law, regulation, subpoena, or court order, provided that the Client is notified (if legally permitted).
Cybersecurity Incidents Beyond Solstice Marketing’s Control – If confidential information is compromised due to hacking, phishing, malware, ransomware, or other third-party cybersecurity attacks, despite Solstice Marketing maintaining industry-standard data security practices.
Unintentional Disclosures That Do Not Result in Harm – If confidential information is inadvertently disclosed but no measurable harm, financial loss, or competitive disadvantage occurs to the Client.
Publicly Available Information – If information that was previously considered confidential becomes publicly available through no fault or action of Solstice Marketing.
5.4.2 Legal Action Parameters
Legal action for breach of confidentiality may be pursued only if:
Willful Misconduct or Gross Negligence Occurred – If Solstice Marketing intentionally or recklessly discloses, misuses, or fails to protect the Client’s confidential information.
Breach Results in Measurable Harm – The Client must demonstrate actual financial loss, reputational damage, or other material consequences as a direct result of the breach.
Legal action may not be pursued under the following conditions:
Cybersecurity Breaches Not Caused by Solstice Marketing’s Negligence – If confidential information is compromised due to external cyberattacks, cloud storage provider breaches, or other third-party vulnerabilities, and Solstice Marketing had appropriate security measures in place.
Accidental or Incidental Disclosures Without Consequence – If confidential information is inadvertently shared but does not result in competitive disadvantage, financial loss, or harm to the Client.
The Client Fails to Maintain Their Own Security – If a breach occurs due to the Client’s inadequate security measures (e.g., weak passwords, failure to update access permissions, or improper data handling on their end).
5.4.3 Provisions for Data Security Breaches
Solstice Marketing takes commercially reasonable precautions to protect confidential information, but no system is entirely immune to cyber threats. In the event of a suspected or confirmed data security breach, Solstice Marketing shall:
Investigate & Mitigate – Promptly conduct an internal investigation and take corrective action to contain and prevent further unauthorized access.
Notify the Client – If the breach involves the Client’s confidential information, Solstice Marketing will notify the Client in a timely manner, providing relevant details about the nature and scope of the breach.
Cooperate in Good Faith – Work with the Client to mitigate potential damage and provide reasonable assistance in addressing security concerns.
By entering into this Agreement, the Client acknowledges that while Solstice Marketing will take all reasonable steps to protect confidential information, it cannot be held liable for damages resulting from cybersecurity breaches outside of its direct control, provided that Solstice Marketing adhered to industry-standard security protocols.
5.6 Royalties & Usage Rights
Solstice Marketing recognizes the Client’s need for full commercial use of creative assets while maintaining the integrity of Solstice Marketing’s work. The following provisions outline the rights, restrictions, and permitted uses regarding royalty-based content and marketing materials.
5.6.1 Assignment of Rights
Upon full payment for services rendered, Solstice Marketing assigns to the Client all right, title, and interest in any photographic images, videos, audio recordings, or other creative works specifically created for the Client during the course of the Services, including:
Exclusive Rights – The Client is granted full, exclusive usage rights to the final deliverables.
Royalties, Proceeds & Benefits – The Client is entitled to all financial gains derived from the use, licensing, or resale of the final creative works.
Transferability – The Client may transfer or sublicense their rights to a third party only if such a transfer does not violate Sections 5.5.2 and 5.6.2 regarding modification restrictions.
Solstice Marketing retains no claim to future royalties, licensing fees, or financial benefits derived from the Client’s use of the deliverables, unless otherwise agreed upon in writing prior to project commencement.
5.6.2 Usage & Modification Restrictions
While the Client holds ownership of the deliverables, the following usage and modification restrictions apply:
5.6.2.1 Adherence to Individual Contract
The Client must adhere to the specific terms outlined in their individual contract, which may include additional customized restrictions, licensing terms, or usage limitations specific to their project. In the event of any conflict between this Agreement and the Client’s individual contract, the terms of the individual contract shall govern.
5.6.2.2 Restrictions on Modification & Alteration
Prohibited Modifications – The Client may not edit, modify, alter, distort, or repurpose certain deliverables that have been designated as unalterable in their contract or project scope. If the individual contract does not specify such restrictions, the default modification restrictions outlined in this Agreement shall apply. Prohibited modifications may include, but are not limited to:
Branding & Logo Designs – Logos and branding elements must remain consistent with the approved final design and may not be altered, recolored, distorted, or manipulated beyond the specifications outlined in the branding guidelines.
Illustrations & Custom Graphics – Any hand-drawn, digitally illustrated, or vector-based artwork created by Solstice Marketing may not be edited, redrawn, or altered in a way that changes the original intent or composition.
Website Design & UX/UI Elements – Any web design, wireframes, user interface (UI) components, or user experience (UX) layouts delivered by Solstice Marketing must not be structurally altered or repurposed in ways that conflict with industry best practices or the original creative vision.
Strategic Marketing Copy & Messaging – Any marketing copy, slogans, or key messaging developed by Solstice Marketing must not be rewritten, reframed, or repurposed in a way that significantly alters the brand voice, positioning, or strategy.
Approval for Modifications – If the Client wishes to modify any restricted deliverables, they must submit a written request to Solstice Marketing. Approval is at Solstice Marketing’s discretion and may be subject to additional fees for compliance review, redesign, or consultation.
5.6.2.3 Third-Party Modifications
The Client shall not engage any third party to alter, modify, or manipulate Solstice Marketing’s designs, branding elements, or other creative assets without prior written approval.
Unauthorized third-party modifications will be considered a breach of contract and subject to financial penalties as outlined in Section 5.5.4.
Solstice Marketing shall not be held responsible for any damages, performance issues, or branding inconsistencies resulting from third-party alterations.
5.6.3 Portfolio Use
To maintain a comprehensive professional portfolio, Solstice Marketing reserves the right to showcase completed projects, including final designs, as part of its portfolio, website, social media, marketing materials, and promotional content.
5.6.3.1 Opt-Out Process
If the Client wishes to restrict Solstice Marketing from showcasing the final project, they must provide written notice prior to project commencement. If the Client requests portfolio restrictions after project completion, a non-disclosure fee may apply due to the potential loss of marketing opportunities for Solstice Marketing.
5.6.3.2 Industry Best Practices & Usage Limitations
Solstice Marketing will adhere to industry best practices regarding portfolio use, including:
Respecting Confidentiality – Any work containing sensitive, proprietary, or confidential information (such as unpublished product launches or private strategic plans) will only be displayed with the Client’s written consent.
Attribution & Representation – Portfolio materials will accurately represent the scope of work completed and will not be altered in a misleading way.
Use of Client Trademarks – Any use of Client trademarks, logos, or brand elements in portfolio displays will be for informational and marketing purposes only, and Solstice Marketing does not claim ownership over the Client’s brand assets.
5.3.6.3. Legal Disclaimer & Indemnification
By engaging Solstice Marketing, the Client acknowledges and agrees that portfolio use is a standard industry practice and that Solstice Marketing shall not be liable for any perceived reputational or competitive harm arising from the inclusion of completed work in its portfolio. The Client agrees to indemnify and hold harmless Solstice Marketing against any legal claims, damages, or disputes related to the lawful and agreed-upon display of completed projects.
6 Agreement Conditions
This section outlines the conditions under which this Agreement may be terminated, the consequences of such termination, and the rights and obligations of both parties. It also addresses the governing legal framework and the procedures for modifying this Agreement.
6.1 Termination
With reasonable cause, either the Client or Solstice Marketing may terminate this Agreement, effective immediately upon written notice. Depending on the cause, the Client may or may not be subject to early termination fees and penalties as outlined in Section 6.2. Solstice Marketing may or may not be required to refund the Client’s deposit and waive fees. If the contract is terminated early, the Client must pay for all work completed up until termination, and no files shall be released unless explicitly agreed otherwise.
6.2 Termination Clauses
Unless otherwise stated in the Agreement, if the Client terminates this Agreement before project completion, the following terms apply:
6.2.1 Early Severance Fee
The Client agrees to pay a $50 termination fee in addition to any outstanding balances for services rendered. This fee compensates for administrative costs and project disruption.
6.2.2 Non-Refundable Deposit
All deposits made by the Client are strictly non-refundable. The deposit secures the Client’s spot in Solstice Marketing’s workflow and compensates for preliminary work, consultation, and time allocated to the project.
6.2.3 Payment for Work Completed
The Client is responsible for payment in full for any work completed up to the termination date. The amount due will be based on either:
The percentage of the project completed, as determined by Solstice Marketing, or
The agreed-upon rate the project.
Any unpaid balances must be settled within seven (7) days of termination. Failure to make timely payments may result in additional late fees, collection actions, or legal recourse.
6.2.4 No Release of Files
Upon termination, no designs, concepts, drafts, source files, or final deliverables will be released to the Client. Solstice Marketing retains full ownership of all materials unless explicitly agreed upon in writing.
6.3 Copyright Infringement
Solstice Marketing retains full ownership of all intellectual property, including but not limited to designs, branding materials, marketing collateral, and any work produced under this Agreement, unless otherwise explicitly transferred in writing.
Unauthorized use, reproduction, modification, or distribution of any files, drafts, or final deliverables after termination constitutes a breach of contract and copyright infringement. This includes but is not limited to:
Using any unpaid or unlicensed design work for marketing, branding, or commercial purposes.
Modifying or altering any design elements without permission.
Allowing third parties to use or distribute Solstice Marketing’s work without authorization.
Solstice Marketing reserves the right to take legal action, including but not limited to:
Issuing a cease and desist order.
Pursuing financial damages for unauthorized use.
Filing a DMCA takedown notice if copyrighted materials are used online.
Seeking additional legal remedies as permitted by law.
The Client agrees to immediately cease use and remove any infringing materials upon written notice from Solstice Marketing.
6.4 Reasonable Cause for Termination
Either party may terminate this Agreement if circumstances arise that make it unreasonable or impractical to continue the project. Reasonable termination is not considered a breach of contract, but it does not waive the Client’s obligation to compensate Solstice Marketing for work completed up to the termination date.
6.4.1 Obligation to Compensate for Work Completed
Termination under this clause does not release the Client from financial obligations. The Client remains responsible for:
Payment for all work completed up to the termination date, based on the agreed pricing structure.
Any non-refundable deposits as outlined in the Agreement.
Reimbursement of costs incurred by Solstice Marketing that were necessary for the project’s execution (e.g., licensing fees, third-party expenses).
6.4.2 Initiating Termination Under Reasonable Cause
If either party wishes to terminate the Agreement under this clause, they must:
Provide written notice to the other party, including a clear explanation of the reason for termination.
Allow for reasonable discussion if adjustments or solutions may prevent termination.
If the termination is mutually agreed upon, both parties may negotiate fair exit terms to ensure an orderly conclusion.
6.4.3 Limitations of Reasonable Termination
Termination under this clause is not applicable if:
The termination is due to a material breach by one party (covered under 6.5).
The Client seeks to terminate after substantial project completion to avoid final payment.
The Client wishes to terminate while still using any Solstice Marketing deliverables, which would require a licensing agreement or full project payment.
6.4.4 Effect on Intellectual Property Rights
Upon termination under this clause:
Solstice Marketing retains all rights to work completed unless full payment has been made.
The Client cannot use, modify, or distribute any incomplete work or drafts.
Any approved work that has been fully paid for remains the Client’s property, subject to licensing agreements if applicable.
6.5 Material Breach
A material breach occurs when either party fails to uphold the terms of this Agreement in a way that significantly impacts the project’s completion or the business relationship. If the breach is not remedied within seven (7) days of written notice, the non-breaching party may terminate the Agreement.
6.5.1 Non-Payment
Failure to make payments on time and in full constitutes a material breach. If payment is not received within seven (7) days of the due date, Solstice Marketing may:
Suspend all work until payment is made.
Terminate the Agreement and invoice for work completed.
Apply late fees or pursue collections if necessary.
6.5.2 Failure to Provide Required Information
The Client is responsible for providing necessary materials, feedback, and approvals in a timely manner. Delays caused by missing assets or lack of communication may result in:
Project timeline extensions.
Additional fees for rescheduling or re-prioritization.
Termination if delays exceed thirty (30) days.
6.5.3 Violation of Intellectual Property
The Client may not use, alter, or claim ownership of Solstice Marketing’s work without explicit written permission. Any unauthorized use, copying, or redistribution of designs, branding assets, or proprietary concepts constitutes a breach of contract and may result in legal action.
6.5.4 Misrepresentation
Providing false, misleading, or fraudulent information that affects project execution, deliverables, or payment obligations is a material breach. This includes, but is not limited to:
Misrepresenting the intended use of deliverables.
Providing false business credentials or financial information.
6.5.5 Change of Project Scope
Significant deviations from the original project scope require mutual agreement and may involve additional costs. If the Client unilaterally demands changes beyond the agreed scope without compensation or contract amendment, Solstice Marketing may:
Decline the changes.
Issue a revised quote.
Terminate the Agreement if the scope shift makes the project unfeasible.
6.5.6 Unprofessional Conduct
Solstice Marketing maintains a zero-tolerance policy for abusive, unethical, or unprofessional behavior. Grounds for termination include but are not limited to:
Harassment, discrimination, or inappropriate conduct.
Excessive revisions or unreasonable demands beyond the agreed scope.
Failure to communicate respectfully and professionally.
If the Client engages in such behavior, Solstice Marketing reserves the right to immediately terminate the Agreement, retain all payments made, and decline future work.
6.6 Force Majeure
Neither party shall be held liable for delays or failure to fulfill contractual obligations due to unforeseen and uncontrollable events. In such cases, both parties agree to communicate promptly and seek a reasonable resolution.
6.6.1 Bankruptcy or Insolvency
If either party becomes financially incapable of fulfilling contractual obligations, they must notify the other party as soon as reasonably possible. The agreement may be terminated without penalty, except for payment due for work already completed.
6.6.2 Legal Compliance
If the fulfillment of this Agreement becomes illegal due to changes in laws, regulations, or government orders, either party may terminate the contract. Any work completed up to the termination date must be paid for in full.
6.6.3 Personal Safety
If fulfilling the contract poses a direct and substantial risk to the personal safety or well-being of either party, the affected party may terminate the agreement with written notice. Payment for work completed up to the termination date remains due.
6.6.4 Health-Related Termination
If either party experiences a health-related issue that significantly impairs their ability to fulfill contractual obligations, they must notify the other party as soon as reasonably possible. In such cases, the following provisions apply:
6.6.4.1 Solstice Marketing’s Inability to Continue
If Solstice Marketing is unable to complete the project due to a health-related issue:
Pro-Rated Refunds: The Client will receive a refund for any incomplete work already paid for, calculated based on the percentage of work completed.
Alternative Solutions: Solstice Marketing may, at its discretion, offer rescheduling, temporary pauses, or referrals to other providers. Any referrals are recommendations only and do not create liability for Solstice Marketing regarding the outcome of third-party work.
No Further Liability: Beyond refunds for uncompleted work, Solstice Marketing shall bear no additional liability, including but not limited to delays, inconvenience, or third-party costs incurred by the Client.
Limited Liability for Delays: If the health-related issue causes a temporary delay rather than full termination, the Client agrees to allow a reasonable extension of deadlines.
6.6.4.2 Client’s Inability to Continue
If the Client is unable to continue due to a health-related issue:
Obligation for Work Completed: All work completed prior to termination remains payable, and non-refundable deposits still apply.
Rescheduling Options: At its discretion, Solstice Marketing may allow rescheduling or pausing of the project without penalty, provided both parties agree on new deadlines and terms.
Transferability Clause: If applicable, the Client may request to transfer their contract to a third party (e.g., a business partner, colleague, or designated representative) with written approval from Solstice Marketing.
Fair Resolution: The Client may request a good-faith resolution, such as partial credit toward future work, at Solstice Marketing’s sole discretion.
6.6.4.3 Mutual Agreement to Terminate Due to Health
If a health-related issue affects the feasibility of continuing the project for either party, both parties may agree in writing to terminate the contract under mutually agreed terms. Any resolution, including refunds or payment adjustments, shall be documented in writing to ensure clarity for both parties.
6.6.4.4 Confidentiality & Non-Discrimination
Confidentiality: Any disclosures regarding health-related issues shall be treated as confidential and not shared with third parties without consent.
Non-Discrimination: Neither party shall be penalized, denied services, or held liable in a manner that constitutes discrimination based on health-related conditions, disabilities, or medical circumstances.
6.6.5 Personal or Ethical Conflicts
If fulfilling the contract conflicts with the deeply held moral, ethical, or religious beliefs of either party, they may request contract termination. To ensure fairness and minimize disruptions, the following provisions apply:
6.6.5.1 Request for Termination Due to Ethical or Personal Conflicts
Either party must submit a written request explaining the nature of the conflict.
Solstice Marketing will review the request in good faith to determine whether an alternative resolution (such as modifying project scope or reassignment) is possible.
If no resolution is possible, termination shall proceed under the terms outlined below.
6.6.5.2 Payment & Work Completed
Work completed remains payable. The Client is responsible for any work completed before termination, and non-refundable deposits still apply.
If the Client terminates, fees for completed work remain due, and the Client may not use or claim ownership of unfinished deliverables.
If Solstice Marketing terminates, the Client will receive all completed work up to the termination date, provided full payment has been made.
6.6.5.3 Intellectual Property Rights & Deliverables
Any unauthorized use of partially completed or unpaid work by the Client constitutes copyright infringement and may result in legal action.
If a third party is hired to complete the project, Solstice Marketing’s work may not be altered, edited, or incorporated into new designs without written permission.
6.6.5.4 Good-Faith Resolutions
Where possible, Solstice Marketing may offer alternative solutions to resolve ethical or personal conflicts, such as project modifications or referrals to other providers.
If Solstice Marketing declines to proceed with a project due to ethical concerns, it may provide a partial refund or a credit toward future services at its sole discretion.
7: Arbitration & Dispute Resolution
7.1 Good-Faith Negotiation Requirement
Before initiating formal dispute resolution, both parties agree to make a good-faith effort to resolve any dispute through direct negotiation. If no resolution is reached within 30 calendar days, either party may proceed with arbitration or an alternative legal remedy as outlined in this Agreement.
7.2 Binding Arbitration
If a dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in the State of Washington. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration provider.
A neutral arbitrator shall be selected according to the arbitration provider’s procedures.
Both parties shall have an equal opportunity to present evidence, arguments, and witnesses.
The arbitrator’s decision shall be final and legally binding, with limited rights to appeal under Washington law.
The arbitrator shall issue a written decision explaining the basis for the ruling.
7.3 Arbitration Fees & Legal Costs
Each party shall initially be responsible for its own arbitration-related costs, including attorney fees, filing fees, and other legal expenses. However, the arbitrator may award fees, costs, or damages as permitted by law or this Agreement.
If the arbitrator rules in favor of Solstice Marketing, the Client shall be required to reimburse all reasonable legal expenses, including but not limited to:
Filing fees, arbitrator fees, and administrative costs.
Attorney fees and legal representation costs.
Lost revenue, damages, and enforcement costs.
If the arbitrator rules in favor of the Client, Solstice Marketing shall bear its own legal costs unless the arbitrator determines otherwise.
7.4 Exclusion from Arbitration: Small Claims & Injunctive Relief
If a dispute qualifies for small claims court under Washington State law, either party may elect to resolve the issue in small claims court instead of arbitration.
Solstice Marketing reserves the right to seek injunctive relief in a court of law to prevent the Client’s unauthorized use of intellectual property, trade secrets, or confidential information.
7.5 Prevailing Party Clause
In any dispute, the prevailing party shall be entitled to recover all reasonable legal costs, including but not limited to:
Attorney fees before, during, and after arbitration or litigation, including appeals.
Arbitration fees, mediator costs, and expert witness expenses.
Court filing fees, administrative costs, and enforcement expenses.
Collection costs for unpaid balances, damages, or penalties owed under this Agreement.
The “prevailing party” is defined as the party that substantially succeeds in obtaining the relief sought, whether through negotiation, arbitration, litigation, or any other dispute resolution process.
7.6 Limitation on Frivolous Claims
To discourage abuse of legal processes, if either party initiates a claim or defense that is deemed frivolous, made in bad faith, or without substantial merit, the opposing party shall be entitled to recover:
All legal fees and arbitration costs incurred in responding to the frivolous claim.
Punitive damages or sanctions as determined by the arbitrator or court.
The arbitrator shall have full discretion to determine whether a claim or defense is frivolous based on legal merit, evidence, and applicable laws.
8. Disputes & Legal Protections
This section establishes the formal procedures for resolving contract-related disputes, including negotiation, mandatory mediation, arbitration, and legal responsibilities. It also outlines the process for recovering legal costs and damages in the event of a dispute, breach, or legal claim against Solstice Marketing.
8.1 Contract Disputes & Resolution Process
If a dispute arises between the Client and Solstice Marketing concerning this Agreement, both parties agree to resolve the matter through the following structured process:
Negotiation (Required First Step): Both parties shall attempt to resolve the dispute through good-faith negotiation within 30 calendar days of the dispute arising.
Mediation (Required Before Litigation): If negotiation fails, the parties must participate in mandatory mediation before initiating litigation, as detailed in 8.1.1.
Binding Arbitration or Litigation: If mediation does not result in a resolution, the dispute shall proceed to binding arbitration unless an exception under 8.1.2 applies.
8.1.1 Mandatory Mediation Before Litigation
Before either party may file a lawsuit, they must first participate in good-faith mediation with a neutral third-party mediator agreed upon by both parties.
Mediation shall take place within 60 days of the initial dispute notice unless both parties agree to an extension.
Mediation costs shall be shared equally between the parties unless otherwise agreed in writing.
If mediation results in a settlement, the agreement shall be legally binding and enforceable under Washington State law.
If mediation does not resolve the dispute, the parties may proceed to binding arbitration or litigation, as outlined in this Agreement.
8.1.2 Exceptions to the Mediation Requirement
Mediation is not required before legal action in the following cases:
Intellectual Property Infringement: If the Client unlawfully uses, modifies, or distributes Solstice Marketing’s work, Solstice Marketing may pursue immediate legal enforcement.
Non-Payment Disputes: If the Client fails to pay invoices, Solstice Marketing may proceed directly to collections, arbitration, or litigation.
Emergency Legal Relief: If immediate legal action is necessary to prevent irreparable harm, a party may seek injunctive relief without mediation.
8.1.3 Binding Arbitration for Unresolved Disputes
If mediation does not result in a resolution, disputes shall be resolved through binding arbitration in Washington State.
Arbitration shall be conducted under the rules of the American Arbitration Association (AAA) or another mutually agreed arbitration provider.
A neutral arbitrator shall oversee the case, and both parties shall have the opportunity to present evidence and arguments.
The arbitrator’s decision shall be final and legally binding, with limited rights to appeal.
8.1.4 Arbitration Location & Jurisdiction
All arbitration proceedings shall be conducted in Washington State, regardless of the Client’s location.
Washington State law shall govern the arbitration process.
Any ruling shall be enforceable under Washington State and federal law.
8.2 Legal Costs & Prevailing Party Clause
To ensure fairness and compliance with public policy, the party that loses the dispute (“non-prevailing party”) shall be responsible for covering the reasonable legal fees and costs of the prevailing party.
8.2.1 Responsibility for Legal Costs
Each party shall initially bear their own legal costs during negotiation, mediation, and arbitration.
If the dispute escalates to arbitration or litigation, the losing party shall be responsible for reimbursing the prevailing party for all reasonable legal expenses, including:
Attorney fees and legal consultation expenses.
Arbitration filing fees and administrative costs.
Court costs, if applicable.
Collection costs for unpaid balances, damages, or fines.
Enforcement costs for post-arbitration legal actions.
8.2.2 Definition of “Prevailing Party”
The prevailing party is defined as the party that substantially succeeds in obtaining the relief sought, whether through negotiation, mediation, arbitration, or litigation.
If neither party is clearly the prevailing party, the arbitrator or court shall determine how legal costs should be allocated in a fair manner.
8.2.3 Protection Against Frivolous Claims
If a party initiates a claim or defense in bad faith, without merit, or for harassment, the arbitrator or court may impose sanctions, penalties, or punitive damages.
8.3 Damages for Breach of Contract
If the Client breaches this Agreement, they shall be liable for damages, including but not limited to:
8.3.1 Recoverable Damages
Financial Damages: Compensation for lost revenue, unpaid fees, or project delays caused by the breach.
Intellectual Property Damages: Penalties for unauthorized use, modification, or distribution of Solstice Marketing’s designs.
Enforcement Costs: Legal fees, arbitration costs, and other expenses incurred in enforcing contract terms.
Reputational Damages: If the Client’s actions result in reputational harm to Solstice Marketing, additional compensation may be sought.
8.3.2 Emotional Distress & Business Disruption Compensation
If the Client’s actions result in undue stress, harassment, or significant business disruption, Solstice Marketing may seek additional damages for emotional distress or business interruption, subject to the arbitrator’s ruling.
8.4 Indemnification & Liability Protections
The Client agrees to indemnify, defend, and hold harmless Solstice Marketing, its owners, employees, contractors, and affiliates from any claims, damages, or legal actions arising from:
The Client’s misuse, misrepresentation, or unlawful use of the final designs.
Third-party claims alleging infringement, liability, or damages related to the Client’s business operations.
The Client’s failure to secure proper licensing, copyrights, or legal permissions for assets they provide to Solstice Marketing.
8.4.1 Limitation of Liability
Solstice Marketing shall not be liable for:
Indirect, incidental, consequential, or punitive damages resulting from this Agreement.
Losses arising from business decisions, marketing strategies, or brand management implemented by the Client.
Delays caused by unforeseen circumstances, including Force Majeure events outlined in Section 6.6.
8.5 Governing Law & Jurisdiction
This Agreement shall be governed and interpreted under the laws of Washington State, except where superseded by federal law or mandatory provisions of the Client’s jurisdiction. In the event of any conflict between Washington State law and federal law, federal law shall prevail. If any provision of this Agreement is deemed unenforceable under applicable law, the remaining provisions shall continue in full force and effect.
8.5.1 Exclusive Venue for Legal Actions
Any legal proceedings, including arbitration and enforcement actions, shall be conducted in Washington State courts, except where another jurisdiction is required by law or where enforcing this provision would violate the mandatory consumer protection laws of the Client’s jurisdiction.
The Client consents to the jurisdiction of Washington State courts for all contract-related disputes, to the fullest extent permitted by law. However, this provision does not preclude either party from enforcing a judgment or seeking injunctive relief in any appropriate jurisdiction.
8.5.2 Compliance with State & Federal Laws
Both parties agree to comply with all applicable Washington State and federal laws related to contract enforcement, intellectual property, and dispute resolution. If any changes in law affect the enforceability of any provision in this Agreement, the affected provision shall be modified only to the extent necessary to ensure compliance, while maintaining the original intent of the Agreement as closely as possible.
9. Modifications
This section outlines the procedures, limitations, and financial obligations related to changes made to this Agreement after signing. It establishes when modifications are permitted, how they must be handled, and the consequences of unilateral changes or contract severance.
9.1 Contract Modifications & Scope Changes
Any requested modifications to this Agreement after signing are considered a Scope Change (See Section 1.3) and may require additional fees, timeline adjustments, or a new contract.
Solstice Marketing retains sole discretion to accept, decline, or negotiate any modification request. There is no obligation to agree to changes once the contract is signed.
All contract modification requests must:
Be submitted in writing via email or another documented communication method.
Clearly outline the requested change(s) and any anticipated impact on the project.
Be subject to Solstice Marketing’s approval before any changes take effect.
If the requested modification substantially alters the original project scope, deliverables, or pricing, Solstice Marketing may:
Require a formal amendment to this Agreement, signed by both parties.
Treat the request as a new project, requiring a separate contract and payment.
Decline the request if it is deemed unreasonable, impractical, or outside Solstice Marketing’s service offerings.
9.2 Severing the Contract & Early Termination
To alter contract terms after signing, the Client must formally terminate the existing contract and enter a new agreement, if applicable.
Terminating the contract before project completion is subject to early termination fees (See Section 6.2), which the Client agrees to pay in full before severance is finalized.
9.2.1 Exceptions to Early Termination Fees:
If both parties mutually agree to sever the contract without financial penalty, a written release must be signed by both parties.
If the contract is terminated due to a breach by Solstice Marketing, the Client is not responsible for early termination fees.
If a Force Majeure event (See Section 6.6) renders performance impossible, both parties may negotiate a fair resolution.
9.3 Early Severance Warning
Unilateral contract severance without a replacement agreement may result in full liability for termination fees.
If the Client terminates the contract early without entering into a mutually agreed replacement contract, they remain responsible for:
All unpaid balances for work completed up to the termination date.
Termination fees, as outlined in Section 6.2.
Any additional costs incurred by Solstice Marketing due to the Client’s premature termination (e.g., lost revenue, reassigned resources).
9.3.1 Encouragement to Resolve Concerns Before Termination
Clients are strongly encouraged to discuss any concerns before severing the contract to explore potential solutions, timeline adjustments, or alternative agreements.
9.3.1.1 Unilateral Termination by Client
If the Client unilaterally terminates the contract without prior discussion, they will be fully liable for all outstanding payments, including:
Any unpaid balances for work completed up to the termination date.
Early termination fees, as outlined in Section 6.2.
Any additional costs incurred by Solstice Marketing due to the premature termination, including but not limited to:
Reallocation of resources.
Administrative costs.
Loss of potential business.
9.3.1.2 Failure to Pay Termination Fees or Outstanding Invoices
Failure to pay termination fees or outstanding invoices within the agreed-upon timeframe may result in:
Legal action to recover unpaid amounts, including any applicable interest, collection costs, and attorney fees.
Reporting unpaid balances to collections agencies or credit reporting agencies, as permitted by law.
A formal breach of contract claim, which may affect the Client’s ability to engage in future agreements with Solstice Marketing or other service providers.
9.4 Requesting Modifications & Approval Process
9.4.1 Scope of Modifications
Clients may request modifications to:
The contract terms, including deadlines, deliverables, and pricing structure.
The project scope, such as expanding services beyond the original agreement.
Service expectations, including specific communication or workflow preferences.
Modification requests under this section do not apply to design revisions, which are separately governed by Section 4.2 (Revisions). Clients requesting design changes must adhere to the revision limitations, allowances, and additional fees as outlined in Section 4.2.
9.4.2 Submission & Review Process
All modification requests must be submitted in writing via email or another mutually agreed-upon method.
Clients must clearly outline the requested changes, provide a rationale, and specify any potential impacts on the project.
Solstice Marketing will review modification requests in good faith and respond within a reasonable timeframe, typically 5–10 business days, depending on the complexity of the request.
Approval of modifications is at Solstice Marketing’s sole discretion, considering feasibility, resource allocation, and impact on existing commitments.
9.4.3 Effect of Modification Requests
A modification request does not automatically grant approval or obligate Solstice Marketing to implement the requested changes.
If a request significantly alters the original scope, pricing, or timeline, it will be classified as a Scope Change under Section 1.3, and additional costs or deadline adjustments may apply.
Solstice Marketing will provide written notice outlining any pricing adjustments, timeline extensions, or revised contract terms before approving and implementing the requested modifications.
9.4.4 Separation of Contract Modifications & Design Revisions
Modification requests under this section must not be used to bypass the formal revision process outlined in Section 4.2.
Clients requesting design-related changes must adhere to the following:
Revisions are limited to minor adjustments, including color changes, font refinements, and small layout tweaks (See Section 4.2.1).
Major redesigns, concept overhauls, or brand direction changes are not considered revisions and will be treated as a new project or expanded scope of work (See Section 4.2.1).
Clients are entitled to three (3) complimentary revisions per concept, with additional revisions billed at $10 per revision (See Section 4.2.2).
Solstice Marketing will inform the Client of any additional costs before completing extra revisions (See Section 4.2.2).
If a modification request fundamentally alters the design beyond what is allowed in Section 4.2, it will be classified as a Scope Change (See Section 1.3) and may result in additional fees or timeline adjustments.
9.4.5 Fees & Waivers for Modifications
There is no penalty for submitting a modification request, and Solstice Marketing will evaluate all requests in good faith.
If a modification increases project scope, complexity, or time investment, Solstice Marketing may require additional compensation or contract adjustments before proceeding.
If a modification is necessary due to unforeseen external factors (e.g., compliance with new legal requirements, industry regulation changes), Solstice Marketing may, at its discretion, waive additional fees or work with the Client to find a reasonable solution.
9.4.6 Consequences of Unilateral Contract Severance for Modification Purposes
If the Client severs the contract solely to renegotiate terms or avoid additional fees, all termination fees outlined in Section 6.2 will apply.
Solstice Marketing strongly advises Clients to negotiate modifications before contract severance to avoid unnecessary financial consequences.
10. Final Provisions
10.1 Terms & Conditions and Individual Contracts
These Terms & Conditions govern all engagements with Solstice Marketing. Clients may also receive an individual contract outlining provisions specific to their project. Clients must comply with both their individual contract and these Terms & Conditions, unless explicitly stated otherwise in writing by Solstice Marketing.
10.2 Agreement by Use of Services
By accessing, requesting, or using any services provided by Solstice Marketing, including but not limited to inquiries, consultations, purchases, or payments, the Client agrees to be bound by these Terms & Conditions. Failure to read these Terms & Conditions does not exempt the Client from compliance.
10.3 Entire Agreement & No Oral Modifications
These Terms & Conditions, along with any individual contract issued to the Client, constitute the entire agreement between Solstice Marketing and the Client. They supersede all prior agreements, discussions, or negotiations, whether written or oral. Oral agreements are not valid or enforceable. Any modifications must be made in writing and confirmed by Solstice Marketing.
10.4 No Waiver of Rights
Failure by Solstice Marketing to enforce any provision of these Terms & Conditions shall not be considered a waiver of its rights. Solstice Marketing retains the right to enforce any term at any time.
10.5 Severability Clause
If any part of these Terms & Conditions is found to be unenforceable, unlawful, or invalid under Washington State or federal law, the remainder of the Terms & Conditions shall remain fully enforceable. The invalid portion shall be revised to the minimum extent necessary to comply with applicable law while maintaining its original intent.
10.6 Governing Law & Jurisdiction
These Terms & Conditions shall be governed by and interpreted in accordance with the laws of Washington State, except where superseded by federal law. Any disputes shall be handled as outlined in Section 8 (Dispute Resolution). The Client agrees that any legal claims arising from these Terms & Conditions shall be resolved in Washington State courts, except where mandatory law requires otherwise.
10.7 Consumer Protection & Fairness Compliance
Nothing in these Terms & Conditions shall be interpreted to waive or limit any rights afforded to the Client under Washington State consumer protection laws or applicable federal laws. These Terms & Conditions shall be applied and enforced in a manner that is fair, reasonable, and consistent with public policy.
10.8 Acknowledgment of Terms
By using Solstice Marketing’s services, the Client acknowledges and agrees to these Terms & Conditions in full. If the Client does not agree, they must refrain from using Solstice Marketing’s services