Terms and conditions

Creative services provided

As a full-service IT marketing agency, Lauchlan provides full-service concepting, content creation, design, layout, account management, production, hosting, development, purchasing, vendor management and QA for all project components. Each project includes two rounds of review and incorporation of Client-requested edits and/or changes. Additional rounds of review/edits are subject to being billed at the Lauchlan agency hourly rate and will be reflected on the final project invoice.

Lauchlan program initiation and payment terms

Prior to the commencement of agency work on a given project, campaign or initiative, Lauchlan will provide a detailed estimate and/or Statement of Work (SOW) that outlines all agreed-upon inclusions, related hard costs and agency time. In order to commence work, Lauchlan requires written approval from an authorized approver. Please note, for programs with direct mail components or shipping requirements, initial pricing does not reflect final print, mail, fulfillment, postage or shipping costs, which will be determined based on final quantities, sizes, weight and ship-to destinations. These variable costs will be reflected on the final project invoice.

Fee structures and markups

Lauchlan reserves the right to apply standard industry markups on purchases to cover procurement-related expenses (lower markups apply to larger scale purchases). Lauchlan supports “pass-along” purchases for a standard fee of 15% in cases where a straight purchase needs to be made (i.e., a previously negotiated venue or speaker in need of transactional payment processing). In such cases, Lauchlan requires payment in full, up front to release payment to the requested recipient. In signing, Client agrees to the terms of the agreement and to pay the full amount as stated in the campaign estimate/SOW. Upon project initiation, Client will receive an invoice stating the total due (based on the estimate provided), as well as payment schedule. Lauchlan bills programs 100% up front to cover activation of labor and hard costs. If required, payment terms may be made to require a 50% down initial payment at the start of a project, with the remaining 50% due (unless other terms are agreed upon), at the completion of the project.

Overdue balances shall be subject to interest charges of 2% monthly. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Should additional changes to scope or expenses arise in the course of engagement based on Client requests, Lauchlan will issue a revised estimate/change order outlining the detail of these additions and related expenses. Client agrees to reimburse Lauchlan for all expenses of production as well as related expenses including, but not limited to, illustration, photography, color output, props, messengers, shipping, travel, parking, transcription services and telephone as described in the estimate/SOW or change order. Lauchlan reserves the right to provide incremental, annual price increases based on the US standard CPI (Consumer Price Index) updates (typically 2–3%).

Program postponement, cancellation and closing

Cancellation clause

Should the Client elect for any reason to cancel a campaign after a signed SOW is received or Purchase Order (PO) is issued, Client is liable for any fees, hard costs and hours incurred to manage the campaign within our digital, account management and project management teams. Lauchlan shall have the right to bill pro rata for work completed through the date of that request, while reserving all other rights under this Agreement. The billing upon cancellation shall be payable within 15 days of the Client’s notification to stop work or the delivery of the project, whichever occurs sooner. Upon cancellation, should billing exceed work completed, Lauchlan may offer a creative services (labor) credit not to exceed 50% of original scope of work for the labor portion of the project (excluding non-refundable hard costs). This labor credit can be applied to labor fees for any project work completed within the subsequent 90 days. After that period of time, the Closed project clause outlined below will go into effect.

Project postponement

Should the Client need to place a campaign or initiative on hold, all funds applied to date will be held on file until the campaign is reactivated for up to 90 days. Lauchlan reserves the right to cancel postponed programs that are placed on hold for more than 90 days. Cancelled programs are then subject to the Cancellation clause as stated above.

Project delay once program is activated

Within the terms of your Scope of Work, Lauchlan will include the timeline in which the project is expected to kick off and be completed; this will be represented by a program start and end date. This timeline takes into account required resource allocation and project and account management support for a specified period of time. If there are delays in the timeline that are beyond Lauchlan’s control, Lauchlan will prepare a change order to account for additional program and account management support at the hourly rate of $184 (2022 blended agency rate). Lauchlan will notify the Client that the target completion timeline has passed when a project goes beyond the program completion date by 30 days. At that time, the Client will be notified that continued work will require hourly billing.

Some factors that may influence a delayed timeline and should be avoided include Client delay in providing review and feedback in accordance with the production timeline, Client delay in joining pre-scheduled calls, Client delay in proving subject-matter expert (SME) resources if required and Client delay in adhering to milestones of the project as depicted in the production schedule.

Closed projects

Lauchlan reserves the right to close projects for which a PO has been received, and subsequently multiple attempts (a minimum of six attempts) have been made in good faith to execute on the funds outlined in the PO, and to which resources have been assigned, retained but not utilized. Lauchlan retains the right to close such projects 90 days after the agreed-upon close date outlined in the original SOW.

Should Lauchlan need to close a project, the Client will be notified in writing at time of close. If, at a later date, the Client wishes to reactivate the program or project, a new SOW will be crafted. Within this SOW, Lauchlan will assign as much consideration as possible for funds received from the original Purchase Order.

Rights and ownership

Grant of rights

Upon receipt of full payment, Client shall have and maintain exclusive rights of the creative materials developed for the Client indefinitely.

Reservation of rights

All rights not expressly granted hereunder are reserved to Lauchlan, including but not limited to, all rights in storyboards, sketches, comps or other preliminary materials created by Lauchlan.

Publicity

Unless specifically notified in writing by Client, Lauchlan shall have an irrevocable license to use the work for their own promotional purposes.

Commitments to third parties

All authorizations for the purchase of printing or photography with respect to your project shall be subject to Client prior approval. If you, the Client, should direct us to cancel or terminate any previously authorized purchase or project, we shall promptly take all appropriate action. You, the Client, agree to pay all charges and penalties resulting from cancellation of purchases at your request.

Ownership and return of work

Upon Lauchlan’s receipt of full payment, the materials delivered to the Client shall become the property of the Client. The ownership of removable electronic storage media and of original artwork, including but not limited to sketches and any other materials created in the process of making the designs, shall remain with Lauchlan and, if delivered by Lauchlan to Client, shall be returned to Lauchlan by messenger, air freight or registered mail within 30 days of the Client’s completing its use.

Releases

The Client agrees to indemnify and hold harmless Lauchlan against any and all claims, costs and expenses, including attorney’s fees, due to materials included in the “work” at the request of the Client for which no copyright permission or privacy release was requested or uses that exceed the uses allowed pursuant to a permission or release.

Arbitration

All disputes arising under this Agreement shall be submitted to binding arbitration in the location of Rockingham County, New Hampshire, and settled in accordance with the rules of the American Arbitration Association. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. Disputes in which the amount at issue is less than $1,000 shall not be subject to this arbitration provision.

Miscellany

This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns and personal representatives. This Agreement constitutes the entire understanding between the parties. Its terms can be modified only by an instrument in writing signed by both parties, except that the Client may authorize expenses or revisions verbally. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. This Agreement shall be governed by the laws of the State of Massachusetts.

Forms of payment

For your convenience, Lauchlan accepts all major credit cards, ACH, wire transfer and checks. A 3% processing fee will be applied for credit card purchases. Direct deposit and e-pay options are also available by contacting:

Via email:Accounting@LauchlanX.com
Via mail:Lauchlan LLC

PO Box 845711
Boston, MA 02283

Campaign-specific terms and conditions

DIRECT-DIAL AND LEAD-GENERATION CAMPAIGNS

A schedule will be provided for each Client campaign, based on the scope of the project. Lauchlan will make its best effort to complete each campaign within the scheduled timeline; however, delays in sending an approved and complete call/email/mailing list to Lauchlan on date assigned and delays in sending feedback/approvals on assigned dates will push out end dates and cause delays in campaign completion. Should a call campaign extend beyond 6 months without reaching appointment-setting goal, Lauchlan reserves the right to close the campaign and only bill for the appointments set or issue a credit/refund for payments made on appointments that were not delivered.

Call center placement

Lauchlan may elect to subcontract call services to one of several outbound, technology-focused call center partners as an extension of their creative services for lead generation, awareness/brand building, audience acquisition and event registration. Call teams are assigned on a project-by-project basis per Lauchlan’s discretion unless a request for a specific call center is made. In this case, Lauchlan is pleased to facilitate and serve as the one point of contact for Client. For all outsourced call campaigns, Lauchlan (and subsequently our Client) is bound to the specific call center’s terms and conditions.

List quality

By selecting calling services from Lauchlan, Lauchlan authorizes the outbound call center to make outbound calls on the Client’s behalf, using Client-approved lists and call center databases (if applicable). At the time of list approval, Lauchlan assumes all contacts provided on Client-supplied lists/databases are deemed viable prospects for the lifetime of the campaign. It will be assumed that all prospects/targets on the approved campaign list are viable prospects with which to set appointments. It is the Client’s responsibility to provide accurate target geographies, serviceable area codes and a “do not contact” list. If a bounce rate exceeds the industry standard of 10%, Lauchlan will request that a supplemental list be provided and reserves the right to charge for costs incurred for time spent on initial supplied list.

Lead qualification

Lauchlan will deliver leads/appointments/registrants on a best-effort basis but cannot guarantee the number of specified leads/appointments/registrants per campaign and shall not be held liable for any delay or failure to provide services at any time. Call center aims to qualify all leads from BANT credentials (approved budget, authority to make a purchasing decision, need for solution and definitive timeline perspective). Client has 48 hours to confirm acceptance of lead; if a response is not received within 2 business days, the lead will be considered accepted.

Termination and suspension policy

In the event that the desired number of leads/appointments cannot be attained in the established campaign timeframe, Client and Lauchlan can opt for campaign cancellation and discuss preferred next steps. Lauchlan reserves the right to stop the campaign at any time due to inability to deliver the leads based on available data, total number of shops in the target geo, demand for the solution, etc. If campaign is halted by Client for any reason, recommencement may be accomplished upon payment of recommencement fee that Lauchlan incurs with retaining call center.

Payment terms

Client agrees to pay the full, agreed-upon amount of call services as stated in the campaign estimate. The Client agrees to pay 50% of service fees up front (as per the Payment Schedule) and 50% of fees once call services have concluded. If the Client elects to cancel the campaign after calling has commenced, Client is liable for any fees incurred from call center, as well as any project management time associated. In no event shall Lauchlan be liable for any damages including but not limited to loss of data, loss of revenue, profits or anticipated profits.

CAMPAIGNS UTILIZING "BANKED FUNDS"

Definition of banked funds: Funds procured or claimed for use toward marketing efforts that are being held on file (by Lauchlan) toward the application of a future campaign. The term “future” in this case applies to campaigns requiring funds to be held for more than 60 days. For held funds being utilized within 60 days of receipt, no additional service charges apply.
0-60 days no fees apply: An estimate/SOW is provided, approved, funds are delivered to Lauchlan and if the Client requests that Lauchlan “holds” the funds for them for 60 days, Lauchlan can do so with no additional fees applying.
60-180 days: If funds are requested to be “banked” and held up to 6 months, a 5% fund management fee will apply. This fee will be deducted from the total funds on file leaving 95% of the original funds to apply towards a desired campaign. This policy is intended to ensure/encourage Clients to act on funds within 2 months of receipt by Lauchlan to keep campaigns moving and within OEM and industry compliance. Example: Lauchlan provides an SOW for $100k, SOW is approved by Client and Lauchlan receives $100k to hold for this (or another) campaign. If, after 60 days of banked funds are not utilized, the available funds would drop to $95k, as the automatic 5% fee would be applied and deducted.
180+ days: Funds being held for more than 6 months will be subject to an additional 5% fee. Example: Lauchlan provides an SOW for $100k, SOW is approved by Client and receives $100k to hold for this (or another) campaign. After 60 days of not using the funds, the available funds would drop to $95k, as the automatic 5% fee would be applied and deducted. If again, after an additional 180 days, Lauchlan has not exercised these funds, an additional 5% fee would apply, and the available funds would drop to $90k in total.
365+ days: If, at the end of 365 days funds (or partial/remaining funds) remain unutilized, an additional 5% fee will be applied. For each subsequent 30 days of non-use, an additional 5% fee will be applied. For campaigns that are altogether cancelled within 60 days of receipt of funds by Lauchlan, a 5% fee will be assessed prior to the return of the funds by check.* If a refund is requested on banked funds, an automatic 10% fee will be assessed. Statements of account balances will be provided on a quarterly basis or upon the request of fund’s owner.

* For cancelled campaigns where funds have been received and creative services have been initiated, funds overall are subject to a 50% project kill fee (in addition to related incurred campaign expenses). Funds used as down payments or applied to hard costs for campaigns that are cancelled may be lost entirely and are subject to the refund rules of the individual vendors involved and are not the responsibility of Lauchlan.

For more information or for further clarification on any of the above terms or conditions, please email info@lauchlanx.com or contact your Account Manager.

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