Creative Services Agreement

Commissioned Work & Intellectual Property

“Collateral” refers to all creative work produced by Say When for the Client, whether through a brand & web package, an add-on, a Fractional Designer plan, or a custom project. This includes branding, design, strategy, writing, websites, and any other deliverables outlined in a package description, estimate, proposal, or scope of work.

Production times listed for each package are estimates. They begin once the Client’s onboarding materials are received, and each add-on extends the timeline accordingly.

Requests that fall outside the original scope may incur additional fees. Say When will communicate any scope or cost changes as soon as possible to avoid delays.

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Originality, Authorship, & Artificial Intelligence

Say When is the primary creator of all commissioned Collateral. Say When conducts research with due diligence to avoid unintentional similarity to existing, published, work. However, not all content is searchable or accessible. If concerns arise about resemblance or overlap, Say When will collaborate with the Client in good faith to resolve the issue.

Artificial Intelligence (AI) is not utilized for strategic, critical, or creative thinking. While AI tools may be used during the early phases of the creative process to assist in brainstorming or concept development, all AI-generated content is modified and refined by Say When. AI-generated content is never presented as a final draft of any deliverable—written or visual. Here's how AI is utilized at Say When:

Generative AI: rarely utilized; used for unique and niche scenarios where there is no existing, non AI generated, media that could be purchased, licensed, or used instead (i.e. stock photos, videos, pre-fab templates, audio clips, etc.). In doing this, we stand absolutely with humanity and the arts - opposing all uses of AI that replace human artistry, degrade the earth or society, or deaden our senses.

Administrative AI: utilized weekly; used for automations, connecting databases, managing project documentation, transcribing and summarizing conversations, (re)organizing information, and other non-thinking model tasks.

Sounding Board AI: very rarely utilized; used for generating lists, brainstorming topics, conducting careful research, checking spelling, grammar, tone, and consistency, and other 'personal tutor' type tasks that are often structured as conversations such as "first examine this, then explain to me how it works."

Confidential and Secure Use

Say When will use AI Tools only under secure and confidentiality-oriented settings and will share only the minimum information reasonably necessary for the relevant task. Say When will not knowingly use Client materials or research outputs in a way that allows an AI provider to train or improve its models, where the AI tool provides controls or contractual commitments to prevent this.

If the Client wants certain information excluded from AI processing (for example, especially sensitive commercial information), the Client must notify Say When in writing and Say When will comply with reasonable restrictions.

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Fractional Designer Plans

Fractional Designer plans are for established brands with ongoing design needs. Plans are billed monthly, quarterly, or yearly, and renew automatically at the end of each billing period until the Client cancels.

• The Client may request anything on the Design Menu at any time.
• Requests are unlimited, but are worked on one at a time.
• Each request is designed and delivered within 1-5 business days, depending on its scope.
• The Client may ask for as many edits or updates as needed.

Each payment is a pre-payment for work requested during that billing period. The Client may cancel anytime through their client portal or by email. Cancelling stops the next renewal, and the plan stays active through the end of the period already paid for. Payments for the current period are not refunded.

Collateral delivered under a plan is licensed to the Client as described below once the payment for that billing period is received.

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Usage Rights, Copyrights & Ownership

What the Client Receives

The Client retains ownership of all assets and collateral that they provide to Say When. Say When is authorized to use the Client’s copyrighted materials to create Collateral. Say When may utilize third party vendors for things such as fonts, stock photography, and other creative elements in the creation of Collateral. In those cases, Say When facilitates third-party vendor purchases, covering fees and licensing agreements, unless otherwise agreed upon. When necessary, Say When will transfer usage rights to the Client or assist them in acquiring usage rights for advertising purposes.

For all work, original process materials, sketches, visuals, and unused concepts presented to the Client will remain the property of Say When. Say When reserves the right to use any unused ideas for future projects, and will guarantee that any re-purposed work is distinctive from all other published work. If any issues arise from copyrighted material and improper usage, Say When will assist the Client in good faith.

The Client may not falsely represent—either explicitly or implicitly—that any Collateral was created by an individual or organization other than Say When or its subcontractors.

Upon completion of the work and full payment, the Client receives a:

• Perpetual (no expiration),
• Exclusive (only the Client may use it),
• Non-transferable license to use the final Collateral across all intended business uses (e.g., print, digital, marketing, fundraising, signage).

Until final payment is received, the Client may not use, publish, distribute, or reproduce any Collateral.

Copyright vs. Ownership

By default, Say When retains the copyright to all Collateral created by any of Say When's employees. This protects the original intellectual property, process work, and creative authorship of the individuals and the organization.

• The Client owns a license to use the work.
• Say When owns the rights to create, adapt, and protect the original creative work.

The Client may not:

• Claim authorship or designer credit
• Sub-license the work to another party (e.g. resellers, vendors)
• Sell or transfer the brand assets without prior written consent from Say When
  

Optional: Full Ownership Transfer

If the Client wants full legal ownership (not just a license), they may request a Copyright Transfer Agreement.

• This transfers all intellectual property rights from Say When to the Client.
• The transfer must be agreed upon in writing and paid in full.
• The transfer fee will reflect the current value of the work and cannot be less than 100% of the original project fee.

Until that transfer is completed, all usage is governed by the license above.

Process Work & Unused Concepts

Sketches, drafts, moodboards, templates, and unused design directions remain the intellectual property of Say When and may be reused in future projects. Say When guarantees that repurposed work will remain clearly distinct from the Client’s brand or final deliverables.

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Collateral Use

The Client is permitted to modify, adapt, or build upon the final approved Collateral. However, any such changes are made at the Client’s own risk. Say When is not responsible for any legal, technical, or brand-related issues that may arise from alterations made after delivery, including but not limited to:

• Print quality degradation
• File corruption or incompatibility
• Website or platform malfunction
• Loss of brand consistency or clarity

To preserve design integrity, the Client is encouraged to consult Say When before making substantial changes. Say When may be available for post-project revisions or adaptations upon request, billed separately.

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Collateral Delivery

Say When operates Tuesday through Friday, from 10:00am to 4:00pm CST, excluding federally recognized holidays. Work will be completed and delivered within these hours. Any requests or communication received outside of business hours will be addressed on the next business day. Say When does not guarantee delivery of Collateral or responses to communication outside of these hours unless otherwise agreed in writing.

Upon final approval of the Collateral, the Client assumes responsibility for handling its production or distribution (e.g., printing or online deployment). Say When is not liable for errors or issues arising after the final deliverables have been approved and received.

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Feedback & Revisions

All Say When projects are collaborative. The Client is encouraged to share honest, timely feedback throughout the duration of the work. Say When provides space and time to the Client so that they may review progress and discuss potential revisions to the work. If any requested changes exceed the scope or revision limits defined in the package description or approved Scope of Work, Say When will notify the Client. At that time, the Client may either revise their request or purchase additional revision time at Say When’s current hourly rate.

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Collateral Acceptance

The Client will have final approval on all Collateral. If the Client is not satisfied, Say When will work in good faith to revise the work within the parameters outlined in the package description or Scope of Work. If all included revision time has been used and the Client still wishes to discontinue, they may cancel the project. In such cases, the cancellation policy outlined in this Agreement will apply.

Once final approval is given, the Client assumes full responsibility for the Collateral’s use, production, and distribution (e.g., uploading to platforms, submitting for print, or launching online). Say When is not liable for any issues that occur after final approval and delivery, including reproduction errors, technical malfunctions, or misuse of files.

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Client Responsibilities

To ensure that projects remain on track and timelines are met, the Client is responsible for providing timely feedback, approvals, content, and access as requested by Say When. This includes, but is not limited to:
• Providing feedback on deliverables by agreed-upon deadlines
• Sharing necessary copy, images, or files
• Attending scheduled meetings
• Providing access to platforms or digital tools

Failure to meet these obligations may result in delays and additional administrative overhead.

The Client is solely responsible for the accuracy, completeness, ownership, and propriety of any materials provided to Say When. If the Collateral requires it, the Client will grant Say When access to its digital platforms, along with any necessary login credentials (e.g., social media, websites, CRMs). Say When will treat all such access as proprietary information, which will be kept both confidential and encrypted.

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Confidentiality

Say When acknowledges that, in the course of providing services, they may receive or have access to sensitive or proprietary information related to the Client’s business operations, including but not limited to donor or customer lists, financial data, program materials, vendor information, login credentials, and internal processes.

Say When agrees to keep all such information confidential, regardless of whether it was disclosed before, during, or after the term of this Agreement. Sensitive information such as credit card numbers, account passwords, and private links is securely stored using a fully encrypted password management system, and will never be shared or accessed by third parties without explicit written consent from the Client.

Say When takes reasonable measures to protect all data and communications shared by the Client and will only use such information for the purpose of fulfilling the agreed-upon work. Any breaches or suspected breaches of confidentiality will be reported to the Client immediately, along with any corrective actions taken.

Unless strict confidentiality is requested by the Client in writing before or during the project, Say When may include finished work created for the Client in their physical or digital portfolio, case studies, or promotional materials.

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Compensation

The Client agrees to compensate Say When for all services as outlined in the package, add-ons, or plan selected at checkout, or in a separate estimate, scope of work, or proposal document. Once purchased or approved verbally or digitally, these define the pricing and deliverables of the work.

Packages and add-ons are paid in full at checkout. Fractional Designer plans are charged automatically at the start of each billing period.

When Say When bills for exact time at an hourly rate, the hours are rounded up or down to the nearest 15 minute interval, with the minimum billable amount being 15 minutes.

Any additional expenses—such as advertising costs, image licensing, printing, or third-party tools—will be communicated in advance. If approved, these will be invoiced separately.

Final project deliverables will only be released once the full project balance is paid. Usage rights and licenses granted under this agreement will not take effect until payment is received in full.

Say When reserves the right to pause work, delay project milestones, or adjust timelines if payment is not received within the agreed payment window.

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Independent Contractor

Say When is responsible for the payment of all federal, state, and local taxes with respect to the services they perform for the Client as an independent contractor, and not as an employee of the Client. At times, Say When may function as the Client’s consultant in matters of creative-related legalities, ie. GDPR compliance, trademarking, asset licensing, etc. Say When, and any of its employees or contractors, may not be held liable for any advice the Client chooses to act upon.

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Cancellation

This section applies to packages and custom projects. Fractional Designer plans follow the cancellation terms in their own section above.

Both parties acknowledge that this project requires mutual commitment and scheduling. Accordingly, once this Agreement is accepted and payment is received, Say When begins reserving time and resources for the Client’s project.

The Client may cancel the project at any time, but a termination fee equal to 30% of the total project cost will apply, in addition to payment for any completed work and approved expenses incurred prior to cancellation. This termination fee covers project setup, client onboarding, scheduling, and the time allocated in Say When’s calendar that can no longer be rebooked.

If the total amount paid by the Client at the time of cancellation exceeds the sum of completed work, incurred expenses, and the termination fee, Say When will refund the difference. However, no refunds will be given if the amount paid is equal to or less than those combined costs.

Upon cancellation, all Collateral—including sketches, mockups, process files, and final deliverables—will remain the sole property of Say When and may not be used, distributed, or adapted by the Client in any manner. No part of the work, whether finished or in-progress, may be transferred to another designer or vendor without Say When’s written consent.

Cancellations may be submitted verbally or via email. Upon receipt, Say When will provide a final invoice detailing any remaining balance due or refund owed.

This policy protects both parties: the Client is not charged for unfinished work, and Say When retains ownership of incomplete assets to prevent misuse or unauthorized adaptation.

Reactivation

If the Client would like to resume the project at a later date, they will need to approve a new Scope of Work and project timeline. Say When will work to prioritize the project ahead of newer and incoming work, but no guarantees are made.

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Unlikely Scenarios

Force Majeure

Neither party shall be liable for delays or failure in performance caused by circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, government restrictions, or natural disasters.

Dispute Resolution

In the event of a dispute, both parties agree to attempt resolution through good-faith negotiation. If unresolved, the dispute shall be submitted to mediation or arbitration before pursuing any further legal action.

Morality & Conduct

Say When reserves the right to terminate this Agreement, without refund, if the Client engages in actions or communications that conflict with the core values of Say When, including but not limited to:

• Hate speech or discrimination based on race, gender, sexual orientation, religion, disability, or national origin
• Harassment, abuse, or unethical treatment of employees, contractors, or community members
• Participation in or endorsement of fraudulent, deceptive, exploitative, or illegal activities
• Public behavior or statements that directly undermine the values of diversity, equity, inclusivity, and belonging

This clause is not intended to police personal beliefs, but rather to ensure that Say When is not associated with individuals, organizations, or campaigns that directly contradict their mission, purpose, and values.

If a violation of this clause occurs, Say When may immediately terminate the Agreement and will not be obligated to complete or deliver any remaining work. In such cases, the Client remains responsible for payment of all work completed prior to termination. The license granted to the Client for work already delivered will be revoked.

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Acceptance of Terms

By checking the box at checkout and completing this purchase, both parties acknowledge that they have read, understood, and agree to be legally bound by the terms of this Agreement.