Our Proposal Estimates, as set forth on the date as accepted and noted, when signed; constitute an Agreement entered into between the Parties as noted herein, between You – a Customer of ours, who may also be referred to either by name, or as “Customer” -or- “Client” -or- “Buyer”, and SCMG Enterprises, LLC., a US company. For the sake of brevity, SCMG Enterprises, LLC. may also be referred to as ‘World Wide Web Site Store’ -or- “Company”, “Firm”, “Seller”, in this and any other related referenced document mentioned herein… Jointly; they are termed the “Parties”... and are subject to the terms and conditions set forth herein and following, refering to a scope of work enumerated herein. The client agrees they have read, and accept our "Terms and Conditions", as stated on our support website, and that they are part and parcel of this agreement. Neither of the parties has permission to assign any of their responsibilities under this Agreement to anyone else.


A. - Representations and Warranties – The Parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party. The Firm warrants that the work item(s) created as part of the scope of this Project are not knowingly in violation of any third party’s intellectual property, patent, copyright, or creative claim. The Client guarantees that any elements that it provides to the Firm for inclusion in the Project are either owned by Client, or that Client has permission from the owner to use them on or in the Project. Additionally, neither Party shall include within the Project any functionality that is protected by a patent to which the Party has no license or permission to use. If either Party, either intentionally or inadvertently, violates these guarantees, the Client agrees to indemnify (and pay for) any resulting damages to the Firm based on a claim from the owner, including any and all attorney fees. If the product ordered by the Client includes software that was not created or modified by the Firm (third-party software), the license requirements of the manufacturer of the third-party software shall apply. The Firm will make the third-party software license information available to the Client if it is not included with the software.


B. - Liability – The Firm’s liabilities shall in no event exceed the purchase price of the product. Notwithstanding anything to the contrary contained herein, the Firm shall not be liable in any event to the Client or any third parties for indirect, special, punitive, incidental or consequential damages (including any damage for lost profits), resulting from late delivery or non-delivery, or from use, sale, handling or possession of the product, or from any other cause whatsoever. The Firm will not be liable for any delay in the performance hereof or for any damages suffered by the the Client by reason of such delay if caused or arising directly or indirectly from fires, floods, earthquakes, substantial damage to its plant, accidents, riots, acts of God, open hostilities, declarations of national emergencies, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, or other causes (whether or not similar in nature to any of those herein specified) beyond its control. The Firm guarantees that the work performed as part of the project is free from defects in both workmanship, craftsmanship and material. The Firm makes no warranty of any kind, oral or written, express or implied, concerning the aforementioned item’s merchantability or suitability, functions, transportation, installation, longevity, repair, or replacement for any specific purpose. The Client understands that the work and services are sold according to the specifications and description agreed upon at the time of Execution of the Agreement, and that the Firm is not liable for any damages, expenses or injuries that occur during transportation, installation, use or misuse or improper handling.


C. - Releases:

C.1 - The Firm’s Responsibility for Releases – We (the Firm) shall NOT be responsible obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable). 

C.2 - Client Responsibility for Releases – You (the Client) guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them. As needed; you will obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable). Then when your final payment has cleared, copyright will be automatically assigned as follows:

C.2.a - You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.

C.2.b - We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project, unless we both agree in writing, otherwise.

C.3 - Client Responsibility for Accuracy – You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing, or by any means, in connection with the performance of this Agreement.


D. - Work for Hire – The Parties are not intending this Agreement to create a partnership, agency, employer-employee, joint venture, or franchise relationship between the Parties. Neither Party will incur debts or make any commitments to third parties on behalf of the other. The Parties agree that the “work for hire” relationship is the only defined relationship between the two. As such, Client is not required to provide benefits, including insurance, paid vacation, or sick leave, to the Firm.


E. - Mutual Cooperation – We (the Firm) agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed herein. You (the Client) agree to aid us in doing so by making available to us needed information pertaining to your project, and to cooperate with us in expediting the work. The Parties understand that sometimes circumstances change after an Agreement is entered into that may affect the scope of work or the cost of performing the Work of the Agreement. Any changes made to the original scope of work as outlined herein; may result in the Firm charging additional fees. After completion of the scope of work enumerated in this Agreement, any and all future work or  maintenance will be the responsibility of the Client unless the parties enter into a specific agreement for those additional services.

E.1 - Conflicts – In the unlikely event that the Parties later have a dispute about the meaning of the Proposal Estimate or whether one or the other failed to meet their responsibilities under the Agreement, the Parties agree to abide by, and handle it, as specified in our Terms and Conditions as they currently exist.


F. - Confidentiality – Confidentiality applies to the work that is considered to be part of the Agreement, and continues until such time that the project work is completed. The Firm acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by the Firm on behalf of the Client or disclosed by the Client to the Firm. The Parties agree to discuss the Work enumerated herein with only one another and any other agreed upon parties / subcontractors.


G. - Paper Work – Any work orders submitted on buyer’s own purchase order forms, which may contain statements, clauses, or conditions modifying, adding to, repugnant to, or inconsistent with the terms and provisions of the Seller herein contained are hereby rejected. Such orders will only be accepted by the Seller upon the condition and with the express understanding that notwithstanding any such statements, clauses, or conditions contained in any order forms of the buyer are void and have no effect and that the obligations and liabilities of the Seller, and Buyer shall be bound solely by the terms and conditions of sale contained in this Proposal Estimate and any applicable additional Proposal(s). To the extent that the terms set forth in Buyers Proposal directly conflict with these Proposal Estimate terms, or our Terms and Conditions, the specifically conflicting Sellers terms of the Proposal shall prevail.


H. - SERVICES




I. - { Reserved }


J. - Terms of Payment – The Client hereby engages the Firm to provide the product(s) and / or service(s) described either herein, under "Services" or by attached invoice, and the Firm hereby agrees to provide the Client with such product(s) and / or service(s) in exchange for financial consideration listed herein under "services" and itemized under the “Amounts” and / or as listed in the “Budget” and / or as listed in the attached invoice. Client agrees to make prompt payment in accordance with terms herein. Firm reserves the right to modify, change or withdraw credit terms at any time without notice and to require guarantees, security or payment in advance of the amount of credit involved. Prices on the products ordered are exclusive of any tax, duty, custom or other fee of any nature imposed upon the products, their sale, transportation, delivery, use or consumption (“Taxes”), including without limitation, Federal, State or Municipal Taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Such Taxes are not included in either the Firm’s net catalog or the price quoted by the Firm and will be added to the invoice as a separate charge and paid by the Client. If the Firm is required to prepay any Taxes, the Client will reimburse the Firm. No refund or adjustment to previously withheld taxes will be made by the Firm.

J.1. - Charges for Services Performed – Functionality or feature requests above and beyond those listed in the "Services" section budget and/or the functionality specs listed will be considered out-of-scope and an amendment to the proposal will be recommended, or an additional invoice sent. Projects that go dormant for longer than 30 days will incur fee to resume work at the discretion of the Firm.

J.2. - Billing Schedule – We’re sure you understand how important it is to a business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward,  so you agree to stick tightly to any included payment schedule and terms.

J.2.a. - Single Fee Schedule - The Firm will invoice the Client for fifty per cent (50%) of the initial fees at the point of this signed contract agreement which will act as the deposit. The remaining fifty percent (50%) will be billed when the project is launched. You agree to pay our initial invoice upon acceptance which will act as a deposit for the project. Any invoice after that will have 7 day payment terms.

J.2.b. - Monthly Fee Schedule - The Firm will invoice the Client for specified monthly amounts as outlined under "services", at the point of this signed contract agreement. You agree to pay our monthly invoice upon acceptance. Every invoice after that will have 7 day payment terms.

J.2.c. - Payment for Non-Cancelable Materials – Any non-cancelable materials, services, etc., we (the Firm) have properly committed ourselves to purchase for your account, (either specifically or as part of a plan - such as; any external services) shall be paid for by you (the Client), in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you (the Client).

J.2.d. - Late or Non-Payment - In the event any payment is not made within seven (7) calendar days from the date the invoice is dated, the Firm will have the right to charge a late payment fee of 1.50 %  per month on any overdue and unpaid balance, to cover the manpower, interest, and other costs the Firm pays for carrying overdue invoices from the Client. In addition, the Firm reserves the right to stop work until payment is received. The Client will promptly supply the Firm with any / all necessary purchase order numbers and / or other internal information required for prompt invoice processing (if / as applicable).

J.2.e. - Collection Costs – In the event that we (the Firm) incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you (the Client) agree to reimburse us for any and all of these expenses.


K. - Period of Agreement and Notice of Termination – This Agreement shall become effective as of date signed as noted herein and shall continue until terminated by either party upon not less than seven (7) calendar days’ notice in writing given by either party to the other.

K.1. - Term and Termination + Cancellation of Plans – Proposals accepted by the Client cannot be countermanded, and deliveries may not be deferred by the Client, except with the Firm’s prior consent and then only upon such written terms as shall be acceptable to the Firm, as noted herein. Orders for special items or for standard catalog items not normally produced or stocked in quantity may be cancelled or altered by the Client only upon payment of reasonable charges based upon expenses already incurred by the Firm, including reasonable profit. Cancellation charges on such completed items will be 100% of the selling price. The Client has the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your written change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. The Firm will agree to use our best efforts to minimize such costs and expenses.

K.2. - Termination for Cause – Either Party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of written notice of said default (as also noted in Terms and Conditions), or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default. In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.

K.3. - Materials Unpaid For – If upon termination there exist any materials furnished by the Firm, or any services performed by the Firm for which the Client has not paid the Firm in full, until such time as the Client has paid the Firm in full the Client agrees not to use any such materials, in whole or in part, or the product of such services, until paid for in full, to the Firm.

K.4. - Transfer of Materials – Upon termination of this Agreement, provided that there is no outstanding indebtedness then owing by the Client to the Firm, the Firm shall transfer, assign and make available to the Client all property and materials in its possession or control belonging to the Client. The Client agrees to pay for any costs associated with the transfer of such materials.


L. - Severability – If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.


M. - Entire Agreement – Including our Terms of Service, and except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter Proposal Estimate, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.


Signatures below denote acceptance of this Proposal Estimate...