Terms of Service
Standard Terms of Service (All Service Agreements)
Definitions: “Client” means the company or individuals entering into the agreement. “SPT” means Strategic Practical Thinking, LLC, its affiliates and subcontractors. Ocean 5 is a DBA of Strategic Practical Thinking, LLC.
Validity: Proposals, agreement and estimates are valid for 14 days from the date stated on the document.
Change Orders: SPT may not assign resources or engage in activities that would exceed the fees provide by the scope of work, without written permission from the Client. Changes, or additions, to the scope of work, and any associates fees, will be agreed up front. Invoicing and payment will be due at the time of approval.
Agreement to Photograph and Publish: Client hereby agrees that SPT may refer to Client by name and business type as part of SPT’s portfolio of clients. Use of sales materials and photographs may be used without Client’s specific approval.
Personal Information: SPT will not provide personal information (not otherwise available through public means) without obtaining Client’s written consent in order to protect Owners’ privacy.
Inventions and Patents: Unless specifically assigned to the Client, inventions, designs, concepts, improvements, method, analysis, models, drawings and reports provided by SPT or generated during the engagement remains the exclusive property of SPT.
Patents, Copyright & Trademarks: Client warrants that it is not infringing any intellectual property rights, including but not limited to patents, copyrights, brands, trademarks, domain names, logos, and images. Client agrees to hold harmless and indemnify SPT against any claims arising from Client’s infringement on such third party rights.
Representations and Warranties: Client and SPT agrees to make no representations, warranties, or commitments binding the other party without the other party’s prior written consent.
Information Disclaimer: Information provided by the Client will be considered accurate by SPT without further validation. SPT accepts no liability for action taken by the Client based on information acquired through market research or from the implementation of recommendations of SPT.
Maximum Liability: Client agrees that SPT is not responsible for any incidental, special, indirect, punitive, exemplary, consequential, delay damages, or loss of business resulting from, arising out of, or in connection with the use or implementation of SPT products, services or advice. Notwithstanding anything to the contrary herein, SPT’s maximum liability under this engagement shall be limited to the fees actually paid to SPT hereunder.
Payment Methods: Online payment from invoices and ACH are accepted forms of payment. Administration fees may apply to all other form of payment.
Payment Responsibility: By signing this agreement you understand and agree to paying the full contract amount, for all project phases, including, but not limited to: no longer needing contracted materials or changes in scope/amount of work or specific elements, unless otherwise agreed upon by both parties. In the event of delays, SPT reserves the right to submit interim invoices for work completed, up to the full contracted amount, including change orders.
Termination: Upon payment of any minimum contracted amount, or completion of any minimum period included in this agreement, either Party may terminate this Agreement by providing at least 30 days written notice to the other Party. Upon termination of this Agreement, SPT shall deliver a Termination Invoice for work completed to date, which shall be paid by the Client. The Termination Invoice shall specify all accrued and unpaid work that was performed up to the date that SPT received written notice of termination from Client, as well as services that Client committed to receiving, even if those services were to be delivered after the date that SPT received written notice of termination from Client.
Payment Terms: Invoices will be delivered electronically to Client’s email address and are due on the date stated in the invoice. Late payments are subject to a 5% late fee every 30 days after the original due date of invoice.
Non-Payment: SPT will withdraw services in the event of non-payment. SPT does not accept responsibility for any consequential or incidental damages incurred by the Client resulting from withdrawal of services. In the event SPT pursues Client for collection of amounts due hereunder, Client shall pay all costs and expenses incurred by SPT, including but not limited to attorney’s fees and collection expenses.
Project Delay: If the project is delayed for more than 60 days, SPT reserves the right to terminate the agreement, invoice, and receive payment for up to the total contracted amount plus change orders.
Meetings with fixed fee projects: SPT will work with Client to arrange face-to-face meetings at mutually convenient times and locations. Meetings that are specified in the scope of work are already included in the fee estimates. When committing to meetings the Client is effectively purchasing a block of time. In the event of same day cancellation, no show or late arrival SPT reserves the right to bill for lost time, including travel time, at the contracted hourly rate per person ($150 minimum), prorated in 15 minutes increments or any part thereof.
Travel and Expenses: Unless specified in the scope of work, travel, airfare, hotels and associated costs will be invoiced at cost and travel time will be billed at 50% of the contracted hourly rate per person ($75 per hour minimum). Other expenses such as room rentals, catering, materials, messenger, delivery charges, web meeting, fee-based research, and the like, will be paid by the Client or to SPT at our direct out-of-pocket cost.
Severability: If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect other provisions of this Agreement or the applications thereof which can be given effect without the invalid provision or application, and to this end the parties hereto agree that the provisions of this Agreement are and shall be severable.
Waiver: The waiver by either party of a breach or violation of any provision of this agreement shall not operate as or be construed to be a waiver of any subsequent breach thereof.
Modification to Agreement: Modifications and amendments to this Agreement shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
Entire Agreement: With the exception of the non disclosure agreement and (for website clients) the web services agreement, it is hereby acknowledged by the parties hereto that there are no oral or written agreements or representations between the parties affecting this Agreement, and that this Agreement supersedes and cancels any and all previous negotiations, arrangements, representations, agreements and understandings, if any, made by or between Client and SPT with respect to the subject matter thereof, and none thereof shall be used to interpret, construe, supplement or contradict this Agreement. All negotiations and oral agreements acceptable to both parties have been merged into and are included in this Agreement.
Governing Law/Venue: This agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia. For any action brought under this Agreement, each party agrees to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction in the Commonwealth of Virginia.
WAIVER OF JURY TRIAL: THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY DISPUTES ARISING OUT OF SPT’S ENGAGEMENT WITH THE CLIENT AND/OR THE TERMINATION OR EXPIRATION THEREOF, REGARDLESS OF WHETHER OR NOT SUCH DISPUTES SPECIFICALLY ARISE UNDER THIS AGREEMENT.
Additional Terms for Consulting Agreements
Mutual Commitment to the Program: It is understood that in view of the longer term strategies and tactics which are the subject of this engagement, and in view of SPT’s investment of resources and forgoing other opportunities, this engagement is not cancellable or terminable but instead shall end only upon the expiration of the end of the agreed initial period, which is detailed in the scope of work.
Resources and Partner Organizations: SPT often partners with individuals and organizations who are deep subject matter experts in various fields and disciplines. Where appropriate, these partners can be quickly and seamlessly integrated to serve as complementary resources at various points in the project’s development.
Should the inclusion of Partner Resources benefit our engagement with the Client, their involvement may be contracted directly with the Client or through SPT as a subcontractor (facilitated by SPT and requiring written approval by the Client in both cases). The Client will be responsible for their fees, which may not be at the same rate as SPT fees and which shall be payable 100% in cash as and when occurred.
If at the end of the initial period any person who was first introduced to the Client as an SPT Partner Resource continues to be engaged (as an employee or independent contractor) by the Client on a full time or substantially full time basis, such that the person is no longer realistically available to act as an SPT Partner Resource at a substantial level of commitment, the Client will pay SPT a placement fee equal to 20% of such person’s anticipated first year gross annual Client compensation.
Additional Terms Website, Design and Creative Projects
No surprises: We make every effort to provide an accurate estimate for the scope of work. To help you stay within budget, please take note of the most common causes of “out-of-scope” work that incur additional fees: Excessive project delays or interruptions, incomplete transfer of content, unplanned shortened delivery dates, additional design and edit rounds, incomplete proof reading, incomplete copy, edits to poor quality images, pictures and logo files, post approval edits (especially after going to press or into website development). Please specify in advance if using Vistaprint printing services— additional set up and alteration fee applies if specified after initial layout phase. Please, help us to help you stay on budget!
Additional Services Available: Copywriting, content development, printing, finishing, mailing services, video, photography. Also custom graphics, info graphics, illustrations, artwork, stock art, and the like.
Copy and Content: All content provided by Client is assumed to be final. Additional revisions and edit rounds will be billed as time and materials unless otherwise stated in the Service Agreement.
Client Provided Images: All Client-provided logos and graphics must be provided as high resolution, vector or printer-ready resolution and format. Logos require a transparent background. Photographs must be 300 dpi and at minimum 100% of final use size to ensure quality results. Additional out-of-scope time will be added if logos/graphics are not provided in appropriate resolution/format and final quality cannot be guaranteed. Color correction and enhancement services are available at additional fees.
Proofs: All proofs and changes will be provided to Client via the Internet as a PDF file. Hard copies are available at an additional cost. Written approval of proofs via fax or email is required.
Final Delivery: On payment of all open invoices, final files will be delivered to printer or Client, as appropriate, for printing and finishing or website launch.
Priority Scheduling: Will be accommodated where possible. Additional fees may apply.
Original Ownership: All graphic designs, website interfaces, programming code and applications created by SPT for use on the clients website are the exclusive property of SPT. Any content provided by the client remains the exclusive property of the client.
Rights to use: Upon full payment under this agreement, the client is assigned rights to use the design and developed website for its own independent businesses purposes. Rights to photos, graphics source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. SPT and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.
Ownership of Patents, Trademarks & Copyrights: Copyright to the assembled work of print or website design projects produced by SPT is owned by SPT. Upon final payment of this contract, all rights owned by SPT as to the design, graphics, and text in this print or website design project transfer to the Client. SPT retains all remaining intellectual property and proprietary rights in all designs and works of authorship prepared by SPT that are not embodied in the specific final product. SPT retains the rights to use final deliverable as a reference and sample of work created. We may post a link and/or sample on our website unless otherwise specified in the Service Agreement.
Updated September 3rd, 2018