1. Introduction
These Terms and Conditions (“Terms”) govern the use of the consulting services (“Services”) offered by Ink and Insights LLC (“Company”). By engaging Company’s Services, you (“Client”) agree to be bound by these Terms.
2. Services
2.1 Scope of Services: Company provides a range of Marketing and Communications Consulting Services designed to assist your business in achieving its marketing and communication goals. The specific services offered will be detailed in a separate Engagement Letter or Proposal, which will be mutually agreed upon by Client and Company. This Engagement Letter or Proposal will outline the specific deliverables, timelines, and fees associated with the project.
2.2 Exclusions: Company reserves the right to decline any project that falls outside its core competencies or expertise. Company will also decline any project that it believes may violate any laws or regulations.
3. Payment Terms
3.1 Fees: Client agrees to pay Company the fees outlined in the Engagement Letter or Proposal. Fees may be based on a fixed project rate, hourly rate, or retainer agreement.
3.2 Payment Schedule: The payment schedule will be specified in the Engagement Letter or Proposal. It may involve an upfront payment, milestone payments tied to project deliverables, or a combination of both.
3.3 Payment Methods: Company accepts payment by credit/debit card, check, or Stripe.
3.4 Late Payments: Late payments will be subject to a late fee of [percentage]% per month on the outstanding balance.
3.5 Project Changes: Any changes to the scope of services outlined in the Engagement Letter or Proposal must be agreed upon in writing by both Client and Company. Additional fees may be incurred for such changes.
4. Cancellation and Refund Policy
4.1 Cancellation by Client: Client has the right to cancel Services at any time by providing written notice to Company. However, Company will not offer refunds for services already rendered.
4.2 Cancellation by Company: Company reserves the right to cancel Services at any time if Client fails to make required payments, breaches these Terms, or otherwise hinders the successful completion of the project. In such cases, Company will be entitled to payment for services rendered up to the date of cancellation.
5. Liability and Disclaimer
5.1 Disclaimer of Warranties: COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S SPECIFIC REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULTS.
5.2 Limitation of Liability: COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE USE OF SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR DAMAGE TO REPUTATION.
5.3 Client Indemnification: Client agrees to indemnify and hold harmless Company from any and all claims, losses, damages, liabilities, costs, and expenses (including attorney’s fees) arising out of or related to Client’s use of the Services or Client’s breach of these Terms.
6. Rules and Guidelines
6.1 Client Responsibilities: Client agrees to:
- Cooperate fully with Company and provide all necessary information and materials in a timely manner.
- Provide accurate and complete information.
- Review and approve all deliverables before proceeding to the next stage of the project.
- Comply with all applicable laws and regulations.
6.2 Intellectual Property:
6.2.1 Ownership: All intellectual property rights associated with the Services, including but not limited to copyrights, trademarks, patents, and trade secrets, are and shall remain the exclusive property of Company. This includes any materials created by Company for Client in the course of providing Services, such as reports, presentations, and marketing materials.
6.2.2 Client Use: Client is granted a non-exclusive, non-transferable license to use the deliverables created by Company for their internal business purposes only. Client may not reproduce, modify, distribute, or create derivative works of the deliverables without the prior written consent of Company.
6.3 Confidentiality: Both Client and Company agree to keep confidential all non-public information disclosed by the other party during the course of the project.
7. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of Fairfield County, Connecticut. Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in Fairfield County, Connecticut.
8. Entire Agreement
These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.
9. Severability
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
10. Waiver
No waiver of any breach of any provision of these Terms shall be deemed a waiver of any subsequent breach.
11. Amendment
Company reserves the right to amend these Terms at any time. Client will be notified of any changes by email or by posting the amended Terms on Company’s website. Client’s continued use of Services after the amended Terms are posted constitutes acceptance of the amended Terms.
12. Termination
These Terms will terminate upon completion of the Services outlined in the Engagement Letter or Proposal. They may also be terminated by either party upon written notice in the event of a material breach by the other party that is not cured within [number] days of written notice.
13. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor strikes, or government regulations.
14. Independent Contractor
Company is an independent contractor and not an employee of Client. Client will not control the manner and means by which Company performs the Services.
15. Notices
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier, addressed as follows:
- If to Client: [Client Address]
- If to Company: Ink and Insights LLC, [Company Address]
16. Assignment
Client may not assign its rights or obligations under these Terms without the prior written consent of Company. Company may assign its rights or obligations under these Terms to any third party.
17. Severability
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
18. Waiver
No waiver of any breach of any provision of these Terms shall be deemed a waiver of any subsequent breach.
19. Headings
The headings used in these Terms are for convenience only and shall not be considered part of these Terms or be used in construing them.
20. Attorney’s Fees
In the event of any litigation or arbitration arising out of or relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs, in addition to any other damages awarded.
21. Survival
The provisions of Sections 5 (Liability and Disclaimer), 6.3 (Confidentiality), 16 (Assignment), 17 (Severability), 18 (Waiver), 19 (Headings), and 20 (Attorney’s Fees) shall survive the termination of these Terms.
22. Binding Effect
These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
23. Contact Information
For any questions about these Terms, please contact Ink and Insights LLC at chris@inkandinsights.co.