Christine Pietryla Wetzler

Owner, Pietryla PR & Marketing

PR Consultant

Fractional CMO

Featured Writer

Christine Pietryla Wetzler

Owner, Pietryla PR & Marketing

PR Consultant

Fractional CMO

Featured Writer

Billing Terms and Conditions

Pietryla PR & Marketing LLC Terms and Conditions

We often get asked about our terms and conditions. In an effort to be transparent, we’ve included them here. This is where we start when we begin negotiating a client contract. The end result might differ based on our agreement during the negotiation, but these are the basics.


This Agreement (“Agreement”) is entered into by and between Pietryla PR & Marketing, Inc. (“PRM”), located at 2515 Waukegan Road, #316 Deerfield, IL 60015, and “CLIENT”, with offices located at TBD (collectively referred to as the “Parties”), with an effective date to be determined (“Effective Date”). 

The CLIENT desires to engage PRM for its consulting services regarding public relations, investor relations, and/or marketing services, and PRM desires to provide such services. Therefore, considering the mutual terms and conditions set forth below, the Parties agree as follows:

Accountability.

PRM shall provide public relations and/or marketing services to help the CLIENT achieve their objectives. The Parties shall jointly discuss and develop these objectives and services in advance during status meetings (“Status Meeting”). 

A Status Meeting shall be held at least once every thirty (30) business days. For one-time project clients, a Status Meeting shall be held at the beginning of the project with regular email updates. The timing of Status Meetings may change based on CLIENT feedback.

Within five (5) business days of each Status Meeting, PRM shall email the CLIENT a summary that includes the upcoming agreed-upon public relations and/or marketing objectives, estimated fees and costs/expenses, and a reasonable estimate of possible outcomes and results from those objectives.

PRM shall not be required to provide a minimum amount of time each month, and the CLIENT may limit the amount of time PRM spends in any given month. The CLIENT understands and acknowledges that results may vary and PRM does not guarantee the outcome of their services under this Agreement.

Core PR, IR & Marketing Services.

Core Services rendered by PRM shall be on an as-needed basis, are limited by the scope of the Agreement, and are discussed and agreed upon in advance during Status Meeting(s), and could include, but not necessarily be limited to:

  • Media relations services relating to the CLIENT’s objectives;
  • Maintaining a media database; 
  • Providing article placement reports to capture media results;
  • Recruiting and engaging online influencers when needed;
  • Responding to media inquiries;
  • Attending and providing media relations and marketing support on behalf of the CLIENT at relevant events, either remotely or in person at PRM’s sole discretion, including travel and attendance to/at media events (specific billable time and costs/expenses regarding travel will be agreed upon in advance of any trip);
  • Providing activity audits or comprehensive marketing analysis.

The agreement does not obligate CLIENT to hire PRM to carry out the activities outlined in the tactical plans. If CLIENT chooses to involve other communication agencies or internal staff, they must ensure that these parties maintain the confidentiality of PRM’s materials, such as login details, strategy documents, and contact information. We may ask for a confirmation letter at the time of collaboration.

CLIENT acknowledges that the cost and outcome of Core Services may vary, and any estimates or predictions provided by PRM are in good faith and provided in advance. As such, CLIENT understands that actual costs and results may differ, and PRM does not guarantee any final costs, results, or outcomes related to the Core Services.

Additional Services.

PRM is not limited to the services outlined in Core Services and may provide Additional Services upon prior discussion and approval during a Status Meeting, followed by written confirmation. Examples of such services include activity and department audits, social media content planning and execution, online marketing, marketing automation, email marketing and CRM setup and maintenance, website planning, copywriting and development, SEO planning and development, reputation management, crisis communications, project management, graphic design, and investor relations.

CLIENT acknowledges that the cost and outcome of Additional Services may vary, and any estimates or predictions provided by PRM are in good faith and provided in advance. As such, CLIENT understands that actual costs and results may differ, and PRM does not guarantee any final costs, results, or outcomes related to the Additional Services.

Content Services.

Content Services rendered by PRM shall be on an as-needed basis and as discussed and agreed upon in advance during Status Meeting(s) and confirmed in writing after the Status Meeting as per the “Accountability.” section of this Agreement. Content Services shall include, but not necessarily be limited to, blog posts, social media posts, brochures, marketing copy, website copy not related to a media relations activity, speeches or presentations not related to a media relations activity, and any research conducted in order to provide the Content Services.

CLIENT understands that the cost and results obtained through Content Services may and do vary, and all estimates and predictions of results to be obtained through Content Services are good faith estimates in advance of providing any Content Services. As such, the CLIENT acknowledges that costs and results obtained may and do vary, and as such, PRM does not make any guarantees as to the final costs, results, and outcomes related to the Content Services.

Digital Marketing & Social Media Services.

SEO, SEM, and Social Media Services rendered by PRM shall be on an as-needed basis, as discussed and agreed upon in advance during Status Meeting(s) and confirmed in writing after the Status Meeting as per the “Accountability” section of this Agreement. Digital marketing and Social Media Services shall include, but not necessarily be limited to, online content, keyword audits, online advertising purchases, link building, post editing and creation, reporting, and posting on social channels. Any research conducted to provide Digital and Social Services is also included.

The CLIENT understands that the cost and results obtained through Digital Services may and do vary, and all estimates and predictions of results obtained through Digital Services are good faith estimates in advance of providing any Digital Services. As such, the CLIENT acknowledges that costs and results obtained may and do vary, and as such, PRM does not make any guarantees as to the final costs, results, and outcomes related to the Digital Services.

Modifying of Services Requested.

Both CLIENT and PRM have the right to modify, reject, cancel, or halt any specific Service. Services are defined in the sections titled “Core Services.” and “Additional Services.” 

The “Terms & Termination of Agreement” section outlines how to terminate this Agreement. 

If the scope of Services changes, CLIENT agrees to provide PRM with a revised budget, a written summary of new or changed expectations, or an additional budget, as appropriate. However, CLIENT is responsible for all fees and expenses incurred before PRM receives the above notice.

Billing & Expenses.

Core Services are billed at $175.00 per hour (in 0.25 hour increments). When purchasing Additional Services, the billable rate will be determined through discussion and advance agreement between the Parties. CLIENT shall reimburse PRM for all costs, expenses, and fees incurred by PRM on behalf of the CLIENT. Any anticipated expenses of more than $250.00 shall be approved in advance by the CLIENT.

To the extent that the CLIENT disputes any portion of any invoice, the CLIENT must provide PRM written notice of such dispute within five (5) business days from the date of the invoice; otherwise, the CLIENT waives any claim concerning the dispute.

Service Fees are billed on the 1st and 15th of every month. CLIENT can use ACH, credit card, or check. PRM cannot access credit card information (see Privacy Policy). 

CLIENT shall pay the first invoice immediately upon the execution date of this Agreement. PRM will not begin providing Services of any kind until the payment has been received and cleared and this Agreement is executed by both parties.

During each invoicing cycle, PRM reserves the right to request that the CLIENT provide a retainer and/or ask that the retainer amount be replenished. 

The CLIENT acknowledges that all service fees and expenses become owed CLIENT to PRM (and due upon receipt of an invoice) once any such service is rendered or expenses are incurred. As such, the CLIENT is obligated to pay Service Fees and reimburse for all expenses regardless of results obtained and regardless of whether the CLIENT at a later date chooses not to use/apply/implement any service rendered by PRM. Invoices and payments are due for Services, not results.

Service Fees.

Expense Mark-Up

Expenses incurred by PRM on CLIENT’s behalf will be reimbursed by the CLIENT (plus a 10% Service Fee), including postage, copies, travel and lodging expenses agreed upon in advance, minimum expenses necessary for providing services, and any other costs discussed during a Status Meeting. Every effort will be made to pass through the expenses to the CLIENT to avoid the ten (10) percent Service Fee. PRM will provide receipts upon request and any unverified expenses will be invoiced according to IRS guidelines.

Late Fees

Invoices paid after ten (15) business days from the invoice date shall be deemed late, and work is immediately put on hold until payment is made. CLIENT assumes any fees and damages for non-sufficient funds (NSF). After thirty (30) business days, a fee of ten (10) percent of the total invoice will be added to late invoices and will become due immediately. Another ten (10) percent fee will be added every thirty days thereafter.

Digital Service Setup Fee

A one-time, non-refundable setup fee of $500 is required to be paid and cleared before Digital Services are rendered.

Use of Work Product License.

Once PRM delivers the work product to CLIENT, the PRM does not have any rights to the copy, creative or other deliverables, except those that the CLIENT explicitly grants PRM. CLIENT grants permission for PRM to display all aspects of their work, including but not limited to any sketches, work-in-progress material, and final deliverable content, so long as it is for showcasing the work and not for any other purpose. CLIENT allows PRM to show this work as part of portfolios, websites, galleries, and other media. CLIENT does not grant permission to use the work product for sale or for any other commercial use. CLIENT cannot revoke this license, even if this Agreement ends or is terminated.

Cooperation.

The CLIENT agrees to provide to PRM, within a reasonable time, any and all documents, material, and information that may be requested by PRM for PRM to render Services on behalf of the CLIENT. The CLIENT further acknowledges and understands that PRM may not be able to render Services to the best of its abilities without the CLIENT’s full cooperation faithfully, industriously, and to the best of its ability to assist PRM in rendering services on its behalf, including documents, material, and the information requested in anticipation of a Status Meeting.

Accuracy of Information.

The CLIENT acknowledges that PRM relies on the accuracy and completeness of the documents, material, and information provided by the CLIENT. The CLIENT assures PRM that it will perform the necessary due negligence before completing and submitting documents, material, and information to PRM and that such documents, material, and information will be complete and accurate to the best of the CLIENT’s knowledge. 

It is expressly understood and agreed that PRM shall not in any respect be responsible for nor be required to verify the accuracy or completeness of, or have any obligation to verify, any documents, material, and information provided by the CLIENT to PRM.

Confidentiality.

Each party will use reasonable efforts to keep confidential all information and materials by the other party and limit access to such information and materials to those who need to know and are bound by similar confidentiality obligations.

Notwithstanding the foregoing, each party acknowledges that information and materials shall not be deemed confidential for the purposes of this Agreement if such information and materials: (i) enter the public domain through no wrongful act or breach of any obligation of confidentiality on the receiving party’s part; (ii) are, at the time of disclosure, lawfully known to the receiving party without restriction on disclosure; (iii) are independently developed by the receiving party without breach of this Agreement; (iv) are required to be disclosed by law or applicable legal process; or (v) is explicitly authorized for release by written authorization of the disclosing party. The obligations under this section shall survive the expiration or termination of this Agreement.

If CLIENT asks PRM to collaborate with other communications agencies, CLIENT must ensure those collaborative partners protect confidential materials, including but not limited to software login information, strategy documents, and contact information. We may ask CLIENT and/or collaborators to sign a letter of confirmation at the time of collaboration to confirm.

Indemnification by the CLIENT.

The CLIENT shall be responsible for the accuracy, completeness, and propriety of information, statements, materials, and ownership rights (including any intellectual property therein) concerning its organization and its products or services in connection with PRM’s services. CLIENT shall defend, indemnify, and hold PRM harmless from and against any liabilities, actions, claims, damages, judgments, or expenses, including attorneys’ fees and costs, that arise out of, or relate to, any claim by any third party for (i) any act or failure to act by the CLIENT in connection with this Agreement; (ii) statements made by the CLIENT or PRM at the CLIENT’s direction or based upon information, statements, and materials (including any intellectual property therein) provided by the CLIENT; (iii) the CLIENT’s negligence or willful conduct; (iv) any infringement or misappropriation of intellectual property rights of others based on information, statements, and materials (including any intellectual property therein) provided by the CLIENT or by PRM at the CLIENT’s direction.

Terms and Termination of Agreement.

This Agreement begins on the Effective Date unless modified. After that date, the Agreement will auto-renew every month until terminated pursuant to the below-mentioned terms.

Either party may terminate this Agreement for any reason by providing the other party with at least ninety (60) days written notice before the end of a cycle month. Further, Parties may terminate this Agreement upon five (5) days’ written notice to the other Party for any serious material breach. A material breach is the failure of either Party to uphold their end of a contract in a way that cannot be reconciled and renders this Agreement pointless. A material breach is a deep breaking of the contract, not just a breach of a superficial term or condition. 

Upon expiration or termination of this Agreement, the parties’ respective rights, duties, and responsibilities shall continue in full force and effect during the notice period, and the CLIENT will continue to be obligated to pay PRM’s services fees and expenses incurred through the termination date.

If the Agreement is terminated by CLIENT prior to the end of the agreed term, any discount or other pricing concession granted by PRM shall be forfeited, and CLIENT shall pay PRM the full undiscounted price for Services. Upon expiration or termination of this Agreement, the CLIENT shall assume PRM’s liability and reimburse PRM for any existing non-cancelable contract or commitment made by PRM on the CLIENT’s behalf and previously approved by the CLIENT.

Upon expiration or termination of this Agreement, PRM shall tender to the CLIENT a final invoice reflecting the current outstanding balance, if any, and all services fees and expenses owed to PRM for services rendered since the issuance of the previous invoice, including up to the date of termination.

Independent Contractor & Payment of Taxes.

PRM is an independent contractor and not an employee of the CLIENT. This Agreement is not an employment agreement. PRM shall not be deemed an employee, agent, partner, or joint venture of the CLIENT. Each party shall be solely responsible for payment of all taxes for income earned by that party under this Agreement, including federal and state income taxes and any applicable Social Security (FICA) and/or self-employment taxes.

Attorney’s Fees to Prevailing Party.

In the event of legal action between the parties arising from an alleged breach of obligations related to this Agreement, the prevailing party shall be entitled to its reasonable attorney’s fees and costs incurred in prosecuting and/or defending claims in the litigation.

Choice of Law & Venue.

This Agreement and any and all litigation arising directly or indirectly out of or in connection with this Agreement shall be governed by the laws of the State of Illinois unless preempted by Federal law. The parties hereby consent to the jurisdiction and venue of The First District of Cook County, Illinois, or the Northern District of Illinois, Eastern Division, if applicable, and all parties waive any rights they would otherwise have to transfer or change the venue of any such litigation.

Void Provisions.

If any term or provision of this Agreement shall to any extent be contrary to any Federal, State, or Local law or otherwise be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall remain enforceable to the fullest extent permitted by law. Concerning provisions deemed illegal, invalid, or unenforceable by a court of competent jurisdiction, the Parties acknowledge and agree that the court shall have the authority to bluepencil the offensive provision(s) to express the Parties’ intent lawfully.

Cumulative Nature of Rights/Remedies.

The rights and remedies conferred upon the Parties hereto shall be cumulative, and the exercise or waiver of any thereof shall not preclude or inhibit the exercise of any others.

Notice.

All notices shall be in writing and sufficiently given if (i) delivered in person; (ii) sent by registered or certified mail, either postage prepaid or UPS; (iii) transmitted by facsimile, upon receipt of a confirmation of receipt or (iv) transmitted by email, when received and opened. Addressed as:

To CLIENT:

CLIENT Address

[Attn: NAME | EMAIL]

 

To PIETRYLA PR:

PIETRYLA PR & MARKETING LLC

2515 Waukegan Road, #316

Deerfield, IL 60015

[Attn: Christine Wetzler christine@pietrylapr.com]

Either party may change such addresses from time to time by providing written notice in the manner set forth above within seven (7) days of any changes.

Mutuality.

This Agreement has been prepared after mutual discussions and negotiations among the Parties and shall be construed as having been prepared by all Parties. Ambiguities or uncertainties in the wording of this Agreement will not be construed for or against any party.

Entire Agreement.

This Agreement contains the Parties’ entire agreement, and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any prior written or oral agreements between the Parties. Each party further represents and warrants that all representations made by any party as an inducement to cause any other party to enter into this Agreement are contained in this Agreement.

Amendments.

This Agreement may be modified or amended if the amendment is made in writing and is signed by both Parties, see “Notices.”

No Waiver.

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to enforce and compel strict compliance with every provision of this Agreement.

Execution in Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed original but all of which together shall constitute a single instrument. Facsimile and email signatures and amendments shall be deemed binding as original signatures, see “Notices.”

Blue Pencil & Severability.

If any provision in this Agreement is deemed illegal, invalid, or unenforceable under present or future laws, in whole or in part, the Parties acknowledge and agree that each and every other provision of this Agreement shall remain valid and enforceable. Concerning provisions deemed illegal, invalid, or unenforceable by a court of competent jurisdiction, the Parties acknowledge and agree that the court shall have the authority to blue pencil the offensive provision(s) to express the Parties’ intent lawfully.

Representation As To Effect of Agreement.

The Parties hereto warrant, represent, and acknowledge that before executing this Agreement, they each have had the opportunity to seek, and to the extent each has desired, they have obtained any and all legal, accounting, and other advice and counsel deemed necessary and appropriate by them regarding the subject matter of this Agreement.

Each party hereby acknowledges and warrants that they have entered into this Agreement of their own free will and based on their independent business judgment, after a thorough investigation of all the relevant facts, and without any reliance on any representations or inducements of any other party or any advisor, counsel or representative of any other party, except as expressly set forth herein.

Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.

Construction.

Ambiguities or uncertainties in the wording of this Agreement will not be construed for or against any party, and there shall be no presumption that this Agreement or any provision hereof be construed against the party that drafted this Agreement.

Authority.

The undersigned mutually covenant and warrant that they are duly authorized and empowered to execute this Agreement.