This page details the Terms and Conditions of services defined simply and clearly to avoid misunderstandings. The URL to these terms and conditions is clearly stated in any quote or proposal and is displayed on this website at all times. Instruction for the beginning of work, whether a retainer agreement, copywriting package, or other service agreement, however delivered, indicates that you both understand and accept these terms & conditions of service and payment. Breanna Gunn Enterprises, LLC may change the terms and conditions without notice.
The copywriting process & related services
- Potential Clients receive a free estimate. It is important to remember that estimates are not final quotations and that Breanna Gunn reserves the right to withdraw an estimate if the scope of work differs from the initial brief provided.
- On acceptance of the quotation by instruction to commence work, the client agrees to pay the retainer or initial month’s fee (if applicable) and complete a brief (the brief outlines the project and clearly states the desired outcome). A deadline for the project is agreed upon.
- Work begins.
- For copywriting, a maximum of 2 drafts are provided to the client unless otherwise specifically arranged.
- When the final (second) draft is approved (which may not take more than 14 business days after receipt of the draft), the client signs off the copy/designs and pays all remaining fees that are due.
- SEO and other digital marketing projects are monthly services. Where applicable, the client must sign off work delivered within seven days of receipt. Failure to approve work will result in delays, and Breanna Gunn will therefore continue services without client approval.
- Client is happy and hires Breanna Gunn again.
Each project begins with a brief. It is the client’s responsibility to ensure that Breanna Gunn has everything we need to start work on a project. A maximum of three drafts are presented to the client, where the third is considered the final draft. If additional work is required after the final draft, an additional hourly fee will be charged, as outlined below. If the original brief is changed (i.e., the client wants something different from what was in the original brief), a reasonable fee will be applied to cover the work that was abandoned, and a new quote will be provided to the client.
Breanna Gunn reserves the right to provide additional quotations or charge additional fees for work that was not included/disclosed in the initial brief.
All medical, financial, and legal businesses must be fully licensed and registered at their applicable legal and regulatory body for Breanna Gunn to provide services. (Please provide your Legal Practice Number, FSP, or HPCSA number before requesting services.)
Courses & Trainings
Training is subject to availability and may be discontinued at any time without notice. All course &/or training fees must be paid in full before the start of the training. No refunds will be given if the student does not complete the training for any reason or fails to perform during the training for any reason.
On-site training is limited to certain situations and does not cover the type of training offered by Breanna Gunn. Student support is not offered on the purchase of the learning material alone. Student support is offered at Breanna Gunn’s discretion and may quote the company or student on further services that arise within the scope of the training.
Unless specifically stated otherwise, all Marketing services are monthly services. It is important to note that results (number of programs sold, clients signed, products purchased, etc.) cannot be guaranteed. If we discover any critical issues affecting your marketing potential, Breanna Gunn will offer a quotation before continuing such work. Your monthly Marketing plan will, however, continue, and delays do not constitute a reason for non-payment. Many Marketing-related tasks, such as calendaring, creating social media & blog content, keyword research, etc., can continue while development occurs. During Month 1, a review & audit of previous marketing plans, content, and accounts must be completed, and no Marketing Plans will be developed, and no Marketing progress may occur.
The client, subscriber, user, or any person who accesses services or content in any way, indemnifies and holds The Hanna Smith Agency harmless against loss, liability, or damages of whatsoever nature. Breanna Gunn will not accept liability or damages of whatsoever nature for instances relating to the subscriber or shared communications, subscriber or shared content, interception of subscriber communications, publications, or any use of the content available on the website or social media pages of any kind, or for services rendered.
Termination of services
Breanna Gunny may discontinue any service at any time without notice.
Errors, because we’re not robots (we hope)
Breanna Gunn makes every effort to ensure that copy is error-free. However, Breanna Gunn cannot guarantee that every project is completely free from errors.
Blog and general information
We do not guarantee, represent or warrant that your use of our blog/information/website will be uninterrupted, secure, or free from errors. The information in our blog(s)/website is for general information purposes only. Breanna Gunn Enterprises, LLC, publisher, and any contributor do not guarantee the accuracy of any information and links to information. Information/blog(s)/website should not be considered legal, professional, or career advice and should not be construed as such. You must not rely on the information on this website/blog(s) as an alternative to professional advice from your own attorney, career counselor, recruitment agent, company, manager, accountant, or any other applicable professional person. Information/blog(s)/website is not guaranteed to be available at all times and may be removed without notice. Our content should only be read in its original format.
The following Terms and Conditions (the ‘Terms’) are read in conjunction with the Quote, Proposal, and/or Services Agreement provided to You at the time of providing these Terms.
Terms & Conditions of Engagement
A. Breanna Gunn Enterprises, LLC offers copywriting for websites, blogs, SEO, white papers, eDMs or brochures, marketing services, research projects, and strategic consulting services tailored to clients’ needs and requirements (the ‘Services’).
B. Breanna Gunn shall provide a written Quote or Proposal outlining the Services to be performed for You. Quotes and/or Proposals shall remain valid for 14 days after delivery via email.
C. You have engaged The Company to provide the Services agreed upon in your written Proposal and/or Quote, and have signed Your Services Agreement, paid your invoice, and completed your Copywriting Brief.
D. By continuing to work with The Company after reviewing these Terms, You accept the Terms and agree to the below.
You are the Client, and Your details are set out in Your Services Agreement.
- AND –
Breanna Gunn Enterprises, LLC, dba Breanna Gunn of 2370 E. Stadium Blvd #2040 | Ann Arbor, MI 48104.
2. Definitions and interpretation
The following words have these meanings in this Agreement unless the contrary intention appears:
Agreement means this Agreement, including any attachment, including the Services Agreement.
Business Day means any day excluding Saturday, Sunday, or a public holiday in New South Wales.
Commencement Date means the date the Services will commence as specified in the Services Agreement.
Completion Date means the date the Services will cease and the Services will be delivered, as specified in the Services Agreement.
Confidential Information means any information that is:
(a) information, ideas forms, specifications, processes, statements, formulae, trade secrets, drawings, designs (and copies and extracts made of or from that information and data) that is not in the public domain; and
(b) confidential by nature, stipulated as confidential, or any other information that would be reasonably considered confidential due to the value of the information.
eDMs means electronic direct mail;
Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents, or other proprietary rights, or any rights to registration of such rights, whether created, written, developed, or brought to existence by You or Breanna Gunn in the provision of the Services;
Services mean the services specified in the Services Agreement or as agreed between the Parties from time to time.
SEO means search engine optimization;
Term means the length of time between the Commencement Date and Completion Date, or for retainer clients, the length of the Agreement as outlined in the Services Agreement.
3. The Engagement
3.1. Commencement and Completion of the Services
(a) Breanna Gunn agrees to perform the Services for You, for the Fees and the Term set out in the Services Agreement, commencing on the Start Date.
(b) If Breanna Gunn foresees being unable to complete the Services by the Completion Date, Breanna Gunn will inform You at Your email address as soon as practicable before the Completion Date, and alternative arrangements will be made by agreement of the Parties.
(c) Breanna Gunn will only provide You with a refund of the Fee in the event that Breanna Gunn becomes unable to continue to provide the Services as outlined (the ‘Refund‘).
(d) If Breanna Gunn is required to alter the description of the Services, the parties must agree in writing.
(a) Breanna Gunn shall use all reasonable endeavors to meet the Completion Date specified in the Services Agreement, but any such dates shall be estimates only, and time shall not be of the essence for the provision of the Services.
(b) Breanna Gunn is not liable for any delays or costs resulting from the actions of third parties, including printing services, on which the Services are reliant upon.
(c) You must provide all revisions, feedback, and sign-offs within 14 Calendar Days of receiving a first draft of the Services. All services include two rounds of revisions; You have 14 days from the date of receiving the first draft of the Services to provide feedback. If revisions are not received within this 14-day window, Breanna Gunn will assume the draft has been approved and issue an Invoice for the remainder of the Fees owed.
(d) Where You require further revisions, all further feedback and signoff must be provided by you within 14 Business Days of receiving the revised draft version of the Services.
(e) Breanna Gunn shall not be liable for delays due to a force majeure event as per clause 9.
3.3. Approvals/Sign-Offs and Client Communication
(a) Breanna Gunn agrees to obtain Your approval as outlined in the Services Agreement.
(b) All Service Fees include 2 rounds of revisions by You as outlined in the Services Agreement unless otherwise stated in writing. Additional Revisions or Corrections (beyond the 2 rounds included) will incur an additional fee payable by You charged at the rate of $250.00 USD per hour.
(c) You must provide all revisions, feedback, and sign-offs within 14 Days of receiving a first draft version of the Services in a concise and clear manner. Where you require revisions, all further revisions, feedback and signoff must be provided by you within 14 Business Days of receiving the revised draft version of the Services. Where possible, You agree to use the comment function of Adobe PDF, Google Docs, or Google Drive when commenting. Handwritten mark-ups are not acceptable as forms of revision requests.
(d) All revisions and feedback must be provided by You in a single email, and You agree to include all comments in a single email. Each separate email received in respect of revisions, and feedback will be treated as a separate round of revisions.
(e) Once You have given final approval, no further changes will be made by Breanna Gunn, and Breanna Gunn is not responsible for any content, spelling, grammatical errors, or omissions.
(f) It is Your sole responsibility to ensure that Breanna Gunn receives any instructions, approvals, sign-off, or any other form of communication from You. Breanna Gunn will not be liable for any instructions not received due to technical glitches, communication arriving in a spam folder, or any other reason.
(g) Breanna Gunn endeavors to return your communication within 2 business days and asks that You follow up with a phone call or video call if You are unsure of whether your communication has been received.
3.4. Alterations to the Services
(a) If Breanna Gunn is required to alter the description of the Services, including any variations to the original brief, Breanna Gunn must first obtain written consent from You.
(b) You agree that any such variations may result in additional costs incurred and added to the final invoice and will be discussed and approved by You before the completion of the work.
4. Breanna Gunn Obligations
(a) Prior to the Commencement Date, Breanna Gunn must provide You with written notice requesting all necessary information, documents, or data reasonably required by Breanna Gunn to complete the Services (‘Client Content’). If no written notice is provided, it is implied all relevant information and materials have been supplied.
(b) Throughout the Term, Breanna Gunn agrees:
i. to perform the Services with due care and skill with knowledge of best industry practices and procedures necessary to undertake the Services;
ii. to regularly update You or Your nominated contact on progress with the Services;
iii. to inform You of any changes in the Services or any potential issues, real or reasonably anticipated, with the Services;
iv. to ensure that the provision of the Services by Breanna Gunn will not infringe the rights (including Intellectual Property Rights) of any third party; and
v. to not do anything or omit to do anything which may adversely affect Your business or brand or Your reputation.
(c) Breanna Gunn has the right to make any changes to the Services which are necessary to comply with any applicable law.
5. Your Obligations
(a) You agree to provide all necessary Client Content within 2 business days of a written request for the Client Content by Breanna Gunn to facilitate the execution of the Services in accordance with any estimated delivery dates. This includes, but is not limited to:
(i) any previous copy in an editable format (this does not include PDF documents);
(ii) information requested by Breanna Gunn to be able to provide the Services;
(iii) branding guidelines;
(iv) content samples;
(vi) previous launch data and/or other metrics;
(viii) additional materials.
(b) You agree that Breanna Gunn may charge additional hold or dormancy fees if Client Content is sent in the incorrect format or delayed.
(c) You warrant that the Client Content:
i. is owned by You;
ii. does not infringe the rights (including Intellectual Property Rights) of any third party;
iii. contains information that is not misleading or deceptive or likely to mislead or deceive;
iv. is accurate and free of viruses and security risks;
v. is lawful and does not contain any material that is abusive, defamatory, harmful, hateful, or encourages conduct that could constitute an offense, criminal or civil, under applicable State or Federal Laws.
(d) You indemnify Breanna Gunn against all damages, losses, and expenses suffered or incurred by Breanna Gunn as a result of the Client Content being in contravention of State or Federal Laws or any action where such Client Content infringes any intellectual property rights (including copyright) of a third party.
(e) You agree that You shall have and will continue, throughout the Term, to have all licenses, authorizations, consents, approvals, and permits required by all applicable Laws to perform Your obligations under this Agreement and otherwise comply and will continue to comply with all Laws applicable to the performance of those obligations.
6. Payment for Services
(a) You agree to pay Breanna Gunn the Fees, whether hourly or retainer, set out in the Services Agreement.
(b) You agree that all quoted Fees are an estimate only. If the estimate of hours required has been exceeded in providing You with the Services, Breanna Gunn will provide a revised Quote for additional work.
(c) The Fees payable to Breanna Gunn to perform the Services may be adjusted from time to time as agreed by the Parties in writing (including email) on account of changes in relation to the nature of the Services to be Performed by Breanna Gunn.
(d) Deposits and payments are payable as follows:
i. For Services with package pricing or Services requiring a retainer, Breanna Gunn will issue an Invoice for the total Fees upon approval by You of the Services Agreement. Full payment of the Fees is required by the due date of the Invoice and is nonrefundable.
ii. For Services with hourly invoicing, Breanna Gunn will issue an Invoice for the total hours worked for an agreed-upon period of either one or two weeks. Payment of the hourly invoice is required by the due date of the Invoice and is nonrefundable.
iii. A 25% rush fee will be charged for Services requiring a turnaround in under three days.
6.2. Time and Method of Payment
(a) You agree to make Payment of the Fees upon receipt of Invoices by Breanna Gunn and by the due date on each Invoice. You agree to make Payment of the Fees by the method(s) prescribed in each Invoice (Paypal and/or Stripe). Payments sent via alternative channels shall be considered bonuses earned and/or tips.
(b) In the event that any payment under this Agreement is not made in full on the due date, Breanna Gunn is entitled to charge You interest at the rate of 8% per annum, calculated daily.
6.3. Goods and Services Tax
Unless otherwise stated, all amounts expressed and described on or in connection with this Agreement and the Services Agreement are listed in US Dollars (USD).
7. Copyright and Intellectual Property Rights
1. Intellectual Property Rights
(a) Breanna Gunn warrants that it transfers to You the Intellectual Property Rights in the Intellectual Property delivered to You in the provision of the Services.
(b) You grant Breanna Gunn a non-exclusive, irrevocable, transferable, royalty-free, perpetual license to use the Intellectual Property in the Services at any time, for inclusion on its website, blog, portfolio, galleries, or for marketing and promotional purposes, at its complete discretion.
You hereby indemnify and agree to keep Breanna Gunn indemnified against all liability, losses, or expenses suffered by Breanna Gunn in relation to or in any way directly or indirectly connected with any breach of copyright by You.
8. Termination of this Agreement
8.1. For Breanna Gunn
(a) Breanna Gunn may terminate the Engagement with You for any breach of these terms and conditions by providing 7 days written notice to You by email.
(b) If Breanna Gunn terminates the Engagement, You will pay Breanna Gunn for the portion of the Services completed up to the date and time of termination.
8.2. For You
(a) You must give Breanna Gunn 30 days’ written notice of an intention to terminate the Services.
(b) If You provide notice of your intention to terminate the Services, You will remain liable for the full amount of the contract within the term at the termination date and pay for all Services performed and expenses incurred, up to and including the termination date.
9. Force Majeure
(a) If circumstances beyond Breanna Gunn’s control prevent or hinder its provision of the Services, Breanna Gunn is free from any obligation to provide the Services while those circumstances continue. Breanna Gunn may elect to terminate this Agreement or keep the Agreement remaining current until such circumstances have ceased.
(b) Circumstances beyond Breanna Gunn’s control include, but are not limited to, shortage of labor, pandemics, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government decrees, proclamations or orders, failures or malfunctions of computers or other information technology systems.
(c) For the sake of clarity, if, in Breanna Gunn’s reasonable opinion, the provision of the Services will be affected by the covid-19 Pandemic and/or other national emergencies, Breanna Gunn may suspend the provision of the Services in part or in whole to You indefinitely. Additionally, Breanna Gunn will not be liable for any losses or damage due to the covid-19 Pandemic. If You choose to terminate an agreement due to the covid-19 Pandemic, clause 8.2 will apply.
10. Liability and waivers
(a) Your total liability to Breanna Gunn for damage, loss, or reliance shall be limited to any outstanding payments (if any) for Services completed by Breanna Gunn and not paid by You.
(b) Breanna Gunn’s total liability arising out of or in connection with the Services or this Agreement, however arising, including under contract, tort (including negligence), in equity, under statute, or otherwise, will not exceed Breanna Gunn’s resupply of the Services to the You.
(c) You expressly understand and agree that Breanna Gunn and its Agents shall not be liable to You for any direct, indirect, incidental, special consequential, or exemplary damages which Breanna Gunn may incur, however caused and under any theory of liability; including, but not limited to: any loss of profit (incurred directly or indirectly), any loss of goodwill or business reputation, death or personal injury and any other intangible loss.
10.2. Accuracy and Spelling/Grammar
You agree that Breanna Gunn is not responsible for any spelling, grammatical, errors or omissions after final approval.
(a) A waiver of any right, power, or remedy under this agreement must be in writing and signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.
(b) The fact that a party fails to do, or delays in doing, something the party is entitled to do under this agreement does not amount to a waiver.
11. General matters
11.1.Communication between Parties
(a) The parties agree to communicate via e-mail and/or Voxer between pre-scheduled client meetings, which may be held via Zoom, telephone, or in person. Social media, Direct Messages, Text Messages, WhatsApp, etc. should not be considered a reliable form of communication.
(b) Communications received outside of office hours, as stated in Your Contract, shall be returned within 48 hours, Monday through Friday, except on Federal holidays or as otherwise communicated.
(c) If the project goes more than 30 days without any forward progress or significant activity from You, and no prior arrangements have been made with and agreed to by Breanna Gunn, Your project will be put on hold, and all associated content, copy, and files will be archived. Once a project has been archived, a $500.00 re-activation fee is required to restart the project, and the project will be scheduled into Company’s current workflow where space is available.
(d) If the project remains inactive for an additional 15 days past the 30-day dormancy period (45 days total) with no significant forward progress made, milestones reached, or prior arrangements in place, the engagement will expire, no refunds will be available, and You will forfeit all deliverables associated with this client agreement. (If You disappear for 45 days or delay the project with no forward movement and no communication for 45 days, this contract will be canceled, and no refunds will be given.)
11.2.Disclosure and Use of Confidential Information
(a) All confidentiality obligations set out in this Agreement continue in full force and effect after the Completion Date.
(b) Breanna Gunn must not disclose confidential information to any third party, including the customer and/or its agents, employees, or servants, without Your prior consent.
(c) Breanna Gunn must not use confidential information without Your prior consent.
(d) This Agreement prohibits the disclosure of Confidential Information by Breanna Gunn with exception to the following circumstances:
i. the disclosure is to a professional adviser for it to provide advice in relation to matters arising under or in connection with this Agreement, and You have consented to the disclosure of such information to the professional adviser;
ii. the disclosure is required by applicable law or regulation; or
iii. if the confidential information is already in the public domain at no fault of Breanna Gunn.
You agree that Breanna Gunn may use any testimonials that You may provide from time to time for marketing purposes. You further agree that Breanna Gunn may utilize Your business logo and business name for promotional or educational purposes.
13. No partnership or agency
Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the parties. A party must not act, represent or hold itself out as having authority to act as the agent of or in any way bind or commit the other parties to any obligation.
14. Governing Law & Jurisdiction
(a) This Agreement is governed by the laws of Michigan, United States of America.
(b) In the event of any dispute arising out of or in relation to the Services, Breanna Gunn agrees that the exclusive venue for resolving any dispute shall be in the courts of Lansing, Michigan, USA.
15. Dispute Resolution & Mediation
(a) If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings in relation to the dispute unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
(b) A party to this Agreement claiming a dispute (the ‘Dispute‘) has arisen under the terms of this Agreement must give written notice to the other party detailing the nature of the Dispute, the desired outcome, and the action required to settle the Dispute (the ‘Notice‘).
(c) On receipt of the Notice by the other party, the parties to this Agreement (the ‘Parties‘) must, within seven days of the Notice, endeavor in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.
(d) If, for any reason whatsoever, 21 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon the selection of a mediator or request that an appropriate mediator is appointed by You or Your nominee and attend a mediation.
(e) It is agreed that mediation will be held in Lansing, Michigan, USA.
(f) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and, without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.
(g) All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and, to the fullest extent possible, must be treated as “without prejudice” negotiations.
(h) If thirty 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation, and the mediator must do so.
(i) In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute thereafter.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.
Breanna Gunn agrees that You may delegate, assign, novate and/or subcontract any obligations pursuant to this Agreement to any person without Breanna Gunn’s consent.
18. Entire Agreement and Modifications
Both You and Breanna Gunn confirm and acknowledge that:
(a) This Agreement shall constitute the entire agreement between You and Breanna Gunn and shall supersede and override all previous communications, either oral or written, between the parties;
(b) No agreement or understanding varying or extending this Agreement shall be binding upon any party unless arising out of the specific provisions of this Agreement; and
(c) If for whatever reason, there is an inconsistency between this Agreement and any other agreement, this Agreement shall prevail.