Terms of Service

1.     Representations and Warranties
Service Provider represents and warrants as follows:

1.1. Service Provider has the requisite knowledge, skills, training, qualifications, and experience required to perform the Services in accordance with the terms of this Agreement. Service Provider’s execution of this Agreement and performance of the Services does not and will not breach or conflict with any agreement and/or undertaking to which Service Provider is a party or by which Service Provider is bound. Service Provider undertakes not to enter into any contractual relationship during the term of this Agreement which might create a conflict of interest with Service Provider’s obligations hereunder.

2.    The Services
2.1. Service Provider will render Client with the following services:  *Client's chosen services here*

2.2. Service Provider will perform the Services in a diligent, timely, faithful, responsible, competent, and trustworthy manner and will exercise due professional care.


3.   Consideration
3.1. Provide USD $141.16 per hour Consultancy Fee. In consideration of the Services, Service Provider will be entitled to the following considerations (“Consultancy Fee”): 

3.1.1. Invoice. Client will pay a first payment to Dubsado/Stripe to within 30 days following a receipt of a signed Contract with a corresponding  invoice for service to continue. When invoice is not paid within the timeframe stated the service Contract shall therefore be terminated and services ceased. When a Contract is voided in this manner, services may only continue with the involved client if a new Proposal is created, Contract signed, and Invoice presented.

3.1.2. Reimbursement of Expenses. Client will further reimburse Service Provider for prior written approved expenses incurred in connection with the Services. The Services will be applicable upon receipt of proper documentation of those expenses from Service Provider and will be paid within the payment plan's timeline.

3.2 This service provider's decision to purchase fonts directed by the client's preference during any design service process will not affect or benefit the client's decision to purchase or not a license to any fonts as referred to.

3.2. The Consultancy Fee will be subject to the terms and conditions herein. Each party hereto will bear its own tax obligations incurred in connection with this Agreement, including, without limitation, all federal, state, local and other taxes and related charges incurred by such party. 

4.   Confidential Information
4.1. For the purposes of this Agreement, “Confidential Information” will mean (a) any information, materials or knowledge regarding Client and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to Service Provider or to which Service Provider has access in connection with performing the Services; (b) Service Provider Work Product; and (c) the terms and conditions of this Agreement. Confidential Information will not include any information that: (i) is or becomes part of the public domain through no fault of Service Provider; (ii) was rightfully in Service Provider’s possession at the time of disclosure, without restriction as to use or disclosure; or (iii) Service Provider rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. At all times, both during Service Provider’s engagement by Client pursuant to this Agreement and after its termination, and to the fullest extent permitted by law, Service Provider agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except as required in performing the Services, and not to disclose it to others. Service Provider further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information.

5.   Relationship of the Parties
5.1. Service Provider warrants that Service Provider is aware that this Agreement is an agreement for the provision of services and does not create employer-employee relations between Service Provider and Client and does not confer upon Service Provider any rights save for those set forth herein. Service Provider will attend to payment of National Insurance contributions and any other payment imposed upon Service Provider and Service Provider will be solely responsible in respect thereof. Client will be entitled to require Service Provider to produce evidence of effecting the payments as aforesaid. Service Provider undertakes that neither Service Provider nor any person acting on Service Provider’s behalf will sue Client, based on any cause of action in connection with employer-employee relations between Service Provider and Client, and if Service Provider and/or any person acting on Service Provider’s behalf does so, Service Provider will indemnify Client upon Client’s first demand for any expense that may be occasioned to Client in respect of or in connection with a claim as aforesaid, including advocates’ professional fees. Without prejudice to the generality of the foregoing, it is hereby agreed that Service Provider will not be entitled to receive from Client severance pay and/or any other payment and/or other consideration deriving from employer-employee relations and/or the termination thereof and/or any social benefits.

6.    Client Deliverables & Resource Document
6.1. Service Provider is not legally liable nor is required to provide compensation for client's ownership and legally responsibility of web design, branding and all elements herein. Elements may include the following: web font licensing seat for logo design, web font licensing for website or blog, icons, animations, gifs, pictures, videos, or media in any file form, curated color palettes, or design elements of any kind. 

6.2. Service Provider is not responsible for legal repercussions acquired by the client claiming to complete or not the Client Deliverables & Resource Document provided by the Service Provider. This Document has been made by the Service Provider in means of easing the Client's task of ensuring they are in good legal standing regarding their website, branding, and any other design asset provided by the Service Provider. Therefore, any and all things stated in the Document are not to be taken as professional legal advice nor are they portrayed as such as the Service Provider does not claim to be a lawyer or attorney. Furthermore, financial tips given in this Document should not be taken as professional financial advice and are not portrayed as such as the Service Provider does not claim to be a Financial Advisor .

7.   Miscellaneous
7.1. Any modification or amendment to the provisions of this Agreement will be valid only if affected in writing and signed by both parties hereto. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions or agreements between the parties with respect to the subject matter

7.3. Hereof. Each party’s failure or delay in enforcing any of the provisions of this Agreement will not in any way be construed as a waiver of any such provisions or prevent the party thereafter from enforcing each and every provision of this Agreement which were previously not enforced. Neither party may assign this Agreement to any third party except upon prior written consent, which consent will not be unreasonably withheld; provided that either party may assign this Agreement without prior written consent in a sale or transfer of all or substantially all of its assets or equity by way of merger, consolidation, or similar transaction. Any purported assignment in violation of this Section will be void. This Agreement and each and all of the provisions hereof bind and benefit the parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns. In case any one or more of the provisions contained in this Agreement will, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or un-enforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement will for any reason be held to be excessively broad as to duration, geographical scope, activity, or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it will then appear. This Agreement will be exclusively governed by and interpreted in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions of that State, and any action hereunder will be brought solely before the competent court in Harris County. All notices and other communications required or permitted hereunder to be given to a party to this Agreement will be in writing and will be emailed or otherwise delivered by hand, addressed to such party's email address and/or address as set forth in the preamble to this Agreement, or at such other address as the party will have furnished to each other party in writing, in accordance with this provision. Any notice sent in accordance with this Section will be deemed delivered to the addressee party (a) if sent by email, on the first business day following the day of such sending or transmission; and (b) if personally delivered, when actually delivered.