1. Introduction
These Terms and Conditions (“Agreement”) govern your engagement with Marksense (“the Agency,” “we,” “us,” or “our”) for digital strategy, design, development, and related services (collectively, “Services”). By signing our proposal, accepting an SOW, or otherwise commencing work with us, you (“Client” or “you”) agree to be bound by this Agreement.
2. Definitions
- Deliverables: All tangible and intangible materials provided by the Agency under this Agreement, including software code, designs, documentation, and project artifacts.
- SOW (Statement of Work): A document detailing the Services, timeline, payment terms, and acceptance criteria.
- Change Request: A written request by the Client to modify scope, timeline, or deliverables, subject to additional fees and adjustments.
3. Scope of Services
The Agency will perform the Services described in the mutually executed SOW. Any work beyond that scope must be approved in writing via a Change Request and may incur additional fees or schedule revisions.
4. Client Responsibilities
To ensure timely delivery, the Client must:
- Provide accurate requirements, content, assets, and approvals as specified in the SOW.
- Appoint a primary contact to make decisions and provide timely feedback.
- Ensure all third-party licenses, access credentials, and integrations are secured prior to relevant milestones.
5. Project Milestones & Acceptance
Deliverables will be reviewed against acceptance criteria in the SOW. The Client has ten (10) business days from delivery to provide written approval or request corrections. Absent feedback within this period, deliverables shall be deemed accepted.
6. Change Management
Requests to alter scope, features, or design after SOW sign-off must be submitted in writing. The Agency will assess impacts on cost and timeline and issue a Change Request estimate. Work will proceed upon Client’s written approval of the revised terms.
7. Fees, Invoicing & Payment
Invoices are issued according to the payment schedule in the SOW. Unless otherwise specified, payment is due within fifteen (15) days of invoice date. Late payments accrue interest at 1.5% per month, and the Agency may suspend Services until outstanding amounts are settled.
8. Intellectual Property Rights
Upon full payment, the Agency grants the Client a perpetual, worldwide, non-exclusive license to the final Deliverables. The Agency retains ownership of pre-existing tools, libraries, and methodologies, granting the Client a royalty-free license to use them solely within the context of the Deliverables.
9. Confidentiality
Both parties agree not to disclose each other’s confidential information—business plans, technical data, or marketing strategies—to any third parties. This obligation survives termination of this Agreement for three (3) years.
10. Warranties & Disclaimers
The Agency warrants that it will perform Services with professional skill and care. Except for this express warranty, Services and Deliverables are provided “as is,” and the Agency disclaims all other warranties, whether express or implied.
11. Limitation of Liability
To the maximum extent permitted by law, the Agency’s total liability for any claim relating to this Agreement shall not exceed the total fees paid by the Client under the applicable SOW. In no event shall the Agency be liable for indirect, incidental, or consequential damages.
12. Termination
Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure within thirty (30) days of written notice. Upon termination, the Client will pay for all Services rendered up to the termination date, plus any non-cancelable commitments.
13. Force Majeure
Neither party is liable for delays or failures caused by events beyond reasonable control, including acts of God, war, governmental actions, or serious internet disruptions. Impacted deadlines will be extended accordingly.
14. Governing Law & Dispute Resolution
This Agreement is governed by the laws of [Jurisdiction]. Any disputes will first be escalated through good-faith negotiations. If unresolved within forty-five (45) days, disputes will be settled by binding arbitration in [Location], under [Arbitration Rules].
15. Miscellaneous
- Assignment: Neither party may assign this Agreement without the other’s written consent.
- Notices: All notices must be sent in writing to the parties’ designated contacts.
- Entire Agreement: This document and the SOW constitute the complete agreement, superseding all prior discussions.