This excerpt from our Terms of Service was last updated on May 7th, 2021.
We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.
So in short;
You, [customer_name], located at [customer_name] (“You”) are hiring us, SequoiaCX, (“We or Us”) to provide services and products outlined in Attachment A (Proposal / Scope of Work) for the price outlined in Schedule A (Payment Schedule) at the end of this contact.
|Schedule A||Payment Schedule|
|Attachment A||Proposal / Scope of Work|
Of course it’s a little more complicated, but we’ll get to that…
What do both parties agree to?
You: You have the authority to enter into this contract on behalf of yourself, your company, or your organization. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback, and approval—in a timely manner, too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
Us: We have the experience and ability to do everything we’ve agreed to with you and we’ll do it all in a professional and timely manner. We’ll endeavor to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.
Changes and Revisions
We don’t want to limit your ability to change your mind. We will always do our best to provide you with opportunities to provide feedback during the project. If there’s something you’d like to change—you’ll let us know when you see it (“aka” as soon as possible) so that we can make adjustments.
The price outlined in this contract is based on the number of hours or weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for additional time required to complete the project to your satisfaction.
Important Legal Stuff
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, we can’t guarantee that our work will be completely error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Intellectual Property Rights
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you 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. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images, or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
You’ll own the work we design and produce for you, plus any visual elements that we create for it. 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 intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.
We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Any materials we need, we will communicate and agree upon before we acquire. Agreed upon necessary materials shall be paid for in the down payment—or when the need arises. Materials will not be ordered until payment has been received. Any receipts for purchased materials will be made available with the final invoice.
Displaying Our Work
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles, and in books.
Changing Your Mind
If, at any stage, you change your mind about what you want to be delivered and are not happy with the direction our work is taking—you’ll pay us in full for the time we’ve spent working with you until that point and terminate this contract; however, if we have entered into a recurring services agreement, then you will provide us with 90 day notice of termination.
We often enter into long-term partnerships with our clients. This enables us to make up-front investments, develop and deploy long-term strategies, and adapt tactics to maximize results. By entering into a retainer agreement—you agree to a minimum 12 month commitment at the rate outlined in Schedule A (Payment Schedule) and Attachment A (Proposal / Scope of Work). Should you choose, you can terminate this agreement, without cause, granted you provide us with a 90 day (3 month) written notice.
Payment and Terms
We’re sure you understand how important it is that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends with us, you agree to stick tight to the following payment schedule and terms.
We issue invoices electronically. Our payment terms are 30 days from the date of invoice. All proposals are quoted in U.S. dollars. You agree to pay all charges associated with any international transfers of funds. We accept bank transfers. Payments by credit card may incur a processing fee of up to 3%. The appropriate bank account details will be printed on our electronic invoice.
In the event that we have to delay your project—you only need to pay the remainder of the balance before we officially launch or deliver.
In the event that you delay the project for any reason beyond the timeline set forth—you agree to pay the remainder of any balance after 90 days from the execution of this contract.
A late payment constitutes any payment past Net 30 of invoice date. We reserve the right to charge interest on all overdue debts at the rate of 10% per month.
Third-Party Subscriptions & Services
We can’t be responsible for the payment, management, processing, etc. of any third-party subscriptions or services even if we help support your use of them. You take full responsibility for ensuring that all subscriptions are maintained and paid on time.
Credentials and Security
Security of business information systems is important. To fulfill project requirements, we may need to create new accounts or exchange credentials (usernames, passwords, API keys, etc.) to access various systems. When passwords are shared, that exchange should ALWAYS be performed using a secure and encrypted method (not email or SMS/text). In the event a password is “exposed” on an unencrypted channel—it will be promptly changed and secured.
If we create and provide you with credentials to a system or service, you will promptly change your password to something that is secure and only you will be able to use for access. We strongly recommend you use a password manager as well as strong AND unique passwords for all credentials.
We take measured precautions and follow industry best practices related to internet and account security. You agree that you will not hold us responsible for any time, problems, or damages related to credential misuse or security breaches.
But Where’s All the Horrible Small Print?
Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.
We both agree that we will adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.
This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of the courts of Yucaipa, California.
This contract may be executed in counterpart.