Master Service Agreement

The following terms and conditions constitute the agreement (“Agreement”) between Andreea Juganaru (“Contractor”) and the client (“Client”).

1. Standard Rates

As compensation for services rendered, the Client shall pay a fee that is agreed to and in accordance with the terms detailed in the Scope of Work (“SOW”). All work is billed at $100 per hour (the “Standard Hourly Rate”) unless otherwise stated within the SOW.

2. Client Representative

The Client will provide one (1) representative to communicate with Andreea Juganaru (regarding art direction, text, images, functionality, etc.) to streamline the process and prevent miscommunication. If the Client changes its designated representative, the Contractor must be notified in writing of the change. All prior approvals up to the time of notification of the representative change shall remain valid. Subsequent edits or change orders to previously approved work are out of scope and will be billed at the rate outlined in the SOW or the Standard Hourly Rate.

3. Communication and Project Management

To avoid miscommunication, the Client will provide all edits, approvals, and requests to the Contractor in writing, via email, before implementation. If the Client wishes to discuss edits via phone, a time will be confirmed in advance.

4. Progress Reports

The Contractor will provide the Client with updates via email as work progresses, according to the schedule specified in the SOW.

5. Change Orders and Additional Client Requests

If the Client requests services or tasks outside the original SOW or Agreement, or if the project exceeds the agreed-upon hours due to additional work requested by the Client, the Contractor will notify the Client immediately. Additional work will require a change order, which is subject to additional fees. The Contractor will provide a written time and cost estimate for the additional work for review. No out-of-scope or additional work will begin without prior written approval. Change orders will be billed at the rate outlined in the SOW.

6. Client Materials

The Client retains ownership of all content and materials provided to the Contractor pursuant to this Agreement. The Client assumes full responsibility for ensuring all content (graphics, audio, copy text, video, images, etc.) provided to the Contractor complies with copyright and legal requirements. The Client indemnifies and holds the Contractor harmless from damages, costs, and expenses, including reasonable attorney fees, arising from claims that content provided violates third-party rights.

7. Client Delays

Timely delivery of Client materials (e.g., content, images, approvals) is essential. In the event of delays, project timelines will be adjusted accordingly. If the Client fails to provide materials or feedback for more than 10 business days, the Contractor reserves the right to pause work and bill for completed work to date. If delays exceed 60 days, the Contractor reserves the right to terminate the project, and final payment will be due for work completed.

8. Liability Limitation

The Contractor will not be liable for any special, incidental, indirect, or consequential damages arising out of the services provided, including loss of business, profits, or data. The Contractor’s total liability shall not exceed the amount paid by the Client under this Agreement.

9. Ownership of Work

Ownership of work produced under this Agreement transfers to the Client upon full payment. If the Client has not fully paid, ownership remains with the Contractor. The Contractor retains the right to use non-client-specific elements (e.g., general templates or tools) in future projects. Additionally, the Contractor reserves the right to showcase completed work in a portfolio or marketing materials unless the Client explicitly requests otherwise in writing.

10. Expenses

The Client agrees to reimburse the Contractor for pre-approved expenses, such as stock photos, fonts, or other third-party licenses, as outlined in the SOW. The Client may also purchase these items directly and provide them to the Contractor for use.

11. Payment Terms

Invoices are due upon receipt unless otherwise specified in the SOW. Accounts more than 30 days overdue will incur a 5% monthly late fee on the outstanding balance. The Client agrees to cover reasonable costs, including attorney or collection fees, for unpaid invoices.

12. Revisions and Warranty

The Contractor provides one round of revisions for deliverables unless otherwise stated in the SOW. Additional revisions will be billed at the Standard Hourly Rate. The Contractor warrants the work to be free of errors due to workmanship for 30 days after delivery. This warranty does not apply if the Client modifies the deliverables or uses them outside the agreed-upon scope.

13. Confidentiality

Both parties agree to keep all project-related information confidential. Neither party will disclose information to third parties without prior written consent, except as required by law.

14. Termination

Either party may terminate this Agreement with 14 days’ written notice. In such an event, the Client will be responsible for paying for work completed up to the termination date. If the SOW is retainer-based, the Client is responsible for paying the retainer for the 30-day notice period.

15. Non-Solicitation

During the term of this Agreement and for two years thereafter, the Client agrees not to hire or solicit any subcontractors or employees engaged by the Contractor.

16. Non-Disparagement

Both parties agree not to make false or disparaging statements about one another, including on social media or public forums.

17. Governing Law

This Agreement will be governed by the laws of Romania.

18. Entire Agreement

This Agreement, along with any SOW, constitutes the entire understanding between the Contractor and Client, superseding all prior agreements. Amendments must be made in writing and signed by both parties.

19. Written Notice

Email is an acceptable form of written notice under this Agreement.