Service Level Agreement (SLA)

1. Introduction

This Service Level Agreement (“SLA”) sets forth the terms and conditions under which Adapt Media Agency (“Service Provider”) will provide services to the client (“Client”). This agreement outlines the responsibilities of both parties, service expectations, and penalties for non-compliance.

2. Services Provided

Adapt Media Agency will provide the services as outlined in the signed and agreed-upon proposal.

3. Service Availability

Adapt Media Agency will provide services during normal business hours (9 AM – 5 PM EST, Monday to Friday). Any services required outside of these hours will need prior agreement and may be subject to additional charges.

4. Communication Expectations

Once the project commences, Adapt Media Agency agrees to perform all project-related tasks within the project management system, ClickUp. Communication notifications to the Client will arrive via ClickUp, the ClickUp app, and via email (email initiated from ClickUp) as set up between the Service Provider and the Client during onboarding.

During the project build phase, Adapt Media Agency’s goal is a 24-hour (business hours) response time. The agreed-upon expectation is 48 business hours for communications within ClickUp or emails initiated from ClickUp. The same level and timeliness of communication is expected to be reciprocated from the Client.

It is understood that communications sent outside of ClickUp are discouraged, as they can lead to loss of project-related information congruence and longer response times.

The Client agrees to notify the Service Provider of any expected gaps in communication due to business, vacation, or other related reasons to ensure timely project flow.

The Service Provider will attempt to reach the Client four times via ClickUp over the course of two weeks. If no response is received from the Client, the Service Provider will send one email outside of ClickUp in an attempt to contact the Client and wait one week. After three weeks of no communication from the Client, the Service Provider will remove the Client from the Active Project Queue until the Client contacts the Service Provider.

Communication escalations are to be sent via email to the Service Provider Operations Manager at michael@adaptmediaagency.com.

5. Client Responsibilities

To ensure the successful delivery of services, the Client agrees to:

  • Provide all necessary materials, content, and information required by Adapt Media Agency in a timely manner.
  • Respond promptly to requests for feedback, approvals, or decisions necessary for the progression of work and follow the Communication Expectations set forth in section 4.
  • Maintain consistent communication and availability during the project timeline.
  • Make payments as per the agreed schedule, detailed in the proposal.

6. Client Lock

Throughout the creative process, the Service Provider will provide the Client with “Client Locks.” A Client Lock is a stage of the creative process where the Client decides and locks a certain phase of the project. A “Client Lock” will be clearly identified and signed off by the Client during the process. The intent of the lock is to ensure a smooth and decisive transition between phases of the creative process and to prevent the Client from exhausting the Service Provider’s resources through excessive changes later in the process.

Should the Client wish to make changes after a “Client Lock” has been agreed upon, a “Change Order Fee” ranging from $200 to $500, depending on the scope of the change as quoted by the Service Provider, will be applied.

7. Penalties for Non-Compliance

7.1 Service Provider Penalties:

If a delay on the part of the Service Provider results in the Client missing critical business deadlines, Adapt Media Agency will work to provide expedited services at no additional cost where feasible.

7.2 Client Penalties:

  • If the Client fails to provide necessary materials, feedback, or approvals within the agreed Communication Expectation timeframes, Adapt Media Agency reserves the right to extend the project deadline proportionately. If such delays cause significant disruption, a reactivation fee of $500 may be applied.
  • Should the Client delay payments beyond the agreed schedule, a late fee of 1.5% of the outstanding amount will be charged per month until the payment is made.
  • Continuous non-compliance or failure to meet responsibilities may result in the suspension of services until the issue is resolved.

8. Payment Terms

Payments are due as per the schedule outlined in the proposal. All invoices must be paid within 7 days of receipt unless otherwise agreed upon in writing.

  • Paid In Full: Once payment is made and the Service Provider commences work, the payment is nonrefundable.
  • Monthly Payments: Once payment is made and the Service Provider commences work, the full balance of monthly payments is due and nonrefundable.

If the Client fails to make payments as agreed, the Service Provider retains ownership of all assets created, and the Client’s access to these assets may be suspended until payment is made. The Client may continue using the website while payments are being made, but failure to make payments will result in the removal of these assets until the balance is settled.

9. Ownership of Assets

Until full payment is received by the Service Provider:

  • All rights, titles, and interests in the design assets, including any intellectual property rights, remain the exclusive property of Adapt Media Agency.
  • Upon full payment, ownership of the design assets will be transferred to the Client.

10. Confidentiality

Both parties agree to keep all confidential information received from the other party secure and not disclose it to any third parties, except as required by law. The confidentiality obligations shall survive the termination of this agreement for a period of five years.

11. Termination

Either party may terminate this agreement with 30 days’ written notice. In the event of termination, the Client will be responsible for payment of all services as agreed upon in the Payment Terms. Any incomplete work or assets at the time of termination will remain the property of the Service Provider until full payment is received. The Client will have no rights to use incomplete work or assets until payment is made.

Adapt Media Agency may terminate the agreement immediately if the Client fails to meet their responsibilities or breaches the terms of this SLA.

12. Dispute Resolution

Any disputes arising from this agreement will be resolved through good faith negotiations. If unresolved, the dispute will be referred to mediation or arbitration in accordance with the laws of the jurisdiction in which Adapt Media Agency operates, specifically in Charlotte, NC.

13. Governing Law

This agreement shall be governed by and construed in accordance with the laws of North Carolina, United States.

14. Acceptance

By signing the sales proposal and making the first payment, the Client agrees to the SLA outlined in this document.