Working agreement terms
Last updated on 07/29/2022
This contracts purpose is to protect both parties. Contacts can be a bit boring so if you need explanation or require alterations that are specific to your project with us please reach out.
General working agreement
This Working Agreement (“Agreement”) defines the TERMS AND CONDITIONS (T&C) of our working relationship. All projects or services (“the work” or “the project”) that Sellmaze / Start Again LLC (referred to herein as “SELLMAZE” or “we”), P.O. BOX 300, Hamel MN 55340 may be contracted to produce or provide for CLIENT will be subject to the terms defined herein. In consideration of the mutual covenants and agreements herein contained, and other goods and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the undersigned agree to the following:
We will begin work after CLIENT approve of the project estimate or after payment is recieved in the case of site audits and agree to these Terms & Conditions. CLIENTr signature/execution/cart checkbox selection will constitute a valid and binding AGREEMENT between us.
1. Payments
Site Audits
CLIENT agrees to the flat rate in full charged at checkout and understands that if CLIENT want to cancel it requires a 48 hour cancelation notice. Full refunds can be issued unless work has already been completed. In situations where work or services have proceeded and CLIENT cancels work we may only issue a refund minus to cost the work that was already completed.
Consulting services
CLIENT agree to pay SELLMAZE in accordance with the terms specified in this document and the attached estimate or any invoices. SELLMAZE requires receipt of 50% of the project services cost specified in the estimate before work can begin. This 50% deposit is non-refundable. Subsequent payments adhere to the following schedule, unless otherwise detailed in the project estimate: 25% due as design presentation is ready, 25% due with notification of completion of the work, and before delivery of the project files/deliverables.
Credit card payments will incur a transaction fee at SELLMAZE’s discretion. CLIENT agree to contact us if CLIENT have questions about paying via credit card and the extra transaction fees.
All payments are required. All overdue invoices are subject to a one-time $100 late fee and interest on past due balances is 3.0% per month. We reserve the right to refuse completion or delivery of work until past due balances, including all late fees and interest, are paid.
Retainers
Support retainer payments are for CLIENTs ongoing support services. Any balance at the end of each year is carried over to the next year. When the retainer reaches zero balance the retainer should be paid up to agreed amount by CLIENT. There is a 30 day cancellation notice that must be submitted to SELLMAZE prior and monthly invoices will be submitted to CLIENT for prior approvals before deducting from support retainer. Timelines & pricing for CLIENT support remain the same as normal service timeframes and billing; flat-rate/hourly per item and hourly for meetings, training and calls.
Estimates
Estimates are based on the information provided by CLIENT, and may be amended if additional information is forthcoming, or specifications change. Estimates are based on flat or hourly rate(s) listed, actual hourly rate may vary depending on type of work performed. Unless otherwise specified, estimates are fixed and include only those elements detailed in the estimate. Client-requested changes will be billed additionally. The client will be notified of any price changes. Estimates are valid only for 30 days from the date of the estimate.
2. Changes to scope
New work requested by CLIENT and performed by SELLMAZE after an estimate has been approved is considered an addition or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a project addendum to CLIENT, and both parties must agree to the revised or additional fee before further work proceeds.
4. Content
CLIENT agrees to exercise due diligence in its direction to us regarding preparation of content materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, service mark, copyright and patent infringement clearances. CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare in the scope of a project.
SELLMAZE reserves the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial in SELLMAZE’s sole discretion.
SELLMAZE does not work with adult websites or websites that promote or sell adult related materials or products or display adult related content in any manner. SELLMAZE does not also work with CBD or medical marijuana sites, natural supplements, and medical product sites.
5. No guarantees or warranties
Do to the nature of the internet CLIENT agrees that SELLMAZE has not made any guarantees or warranties regarding increased website traffic, increased commercial sales, or increased success of a business as a result of the projects, services, advice, suggestions or any work completed by SELLMAZE. Nothing contained in this Agreement shall be construed as a warranty, either express or implied, on the part of SELLMAZE of any outcome resulting from SELLMAZE’s services.
6. Errors & omissions
It is the CLIENT’S responsibility to check proofs, comps, and other deliverables carefully for accuracy in all respects, ranging from spelling to technical illustrations and graphics if applicable. SELLMAZE is not liable for any errors or omissions. CLIENT authorization is required on all mechanicals, websites, or artwork prior to release for printing, digital publication, or other implementation.
7. Property & suppliers’ performance
SELLMAZE will take all reasonable precautions to safeguard the property CLIENT entrust to us. In the absence of recklessness or willful misconduct on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. Although we may use our best efforts to guard against any loss to CLIENT through the failure of our vendors, media, or others to perform in accordance with their commitments, SELLMAZE is not responsible for failure on their part.
If CLIENT select CLIENT own vendors, other than those recommended by SELLMAZE, CLIENT may request that we coordinate their work. If at all possible, we will attempt to do so. SELLMAZE is not in any way responsible for quality, price, performance or delivery of any third-party vendors or suppliers regardless of whether or not SELLMAZE recommended the third-party vendors or suppliers.
8. Term & termination
The term of this agreement will continue for work in progress until the project is concluded as outlined in the estimate, service, or until terminated by SELLMAZE or CLIENT upon written notice according to the following conditions:
8a: Breach of contract
Upon CLIENT’s breach of contract, SELLMAZE may terminate the project upon written notice and will deliver to CLIENT all intellectual property originally owned by CLIENT in SELLMAZE’s possession. In such case, CLIENT will be granted no right or license to SELLMAZE’s work or any project materials produced by SELLMAZE. Upon SELLMAZE’s breach of contract, CLIENT may choose to terminate the project. In such case, SELLMAZE will deliver to CLIENT all property and project materials in SELLMAZE’s possession for which CLIENT has paid, as well as all intellectual property originally owned by CLEINT in SELLMAZE’s possession. Thereupon, CLIENT has the contractually described right or license to SELLMAZE’s work for which CLIENT has already paid. In such case, if CLIENT has paid for work not yet performed, SELLMAZE will refund the outstanding difference.
8b: Dissatisfaction
In the event CLIENT is dissatisfied with the quality of SELLMAZE’s work, CLIENT agrees to inform SELLMAZE of this dissatisfaction and allow SELLMAZE a reasonable chance to amend the issue. If after amendment, CLIENT remains dissatisfied with the quality of the work, CLIENT may choose to terminate the project. In such case, CLIENT will be granted no right or license to SELLMAZE’s work or any project materials produced by SELLMAZE.
8c: Termination without just cause
CLIENT may choose to terminate this Agreement without cause however, in for any termination without cause, CLIENT agrees to pay the balance for work performed up the point of termination if over the fees already paid. In the event SELLMAZE terminates the Agreement without cause, SELLMAZE will deliver to CLIENT all work for which CLIENT has already paid and refund excess fees paid if less than tracked hours performed during the course of the project until terminated.
10. Indemnification
CLIENT and SELLMAZE hold both parties harmless for any loss or expense (including attorney’s fees), in the result of any actual suit, claim or action arising in any way from our working relationship.
11. Lien
All work performed and created for CLIENT for which CLIENT has not paid may be retained by SELLMAZE as security until all just outstanding balances against the CLIENT are satisfied.
12. Production schedules
Production schedules will be established and adhered to by both CLIENT and the SELLMAZE, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the CLIENT or SELLMAZE. Where production schedules are not adhered to by CLIENT, final delivery date or dates will be adjusted accordingly and CLIENT shall be responsible for any additional costs or expenses incurred as a result of CLIENT’s failure to adhere to the production schedule.
Resources must be allocated by the SELLMAZE to fulfill CLIENT’S project needs according to schedule, as SELLMAZE is working on multiple projects at any given time. It is necessary that CLIENT be available to provide approvals, feedback, content, or anything else outlined in the project Estimate and otherwise maintain contact with SELLMAZE during the project timeline.
SELLMAZE is an internet-based business and does not have a physical office location. All communications, approvals, agreements will be done via email. If CLIENT prefers a different form of communication rather than email, this will be at an additional cost and must be stated before the estimate is provided.
If CLIENT fails to deliver necessary content, resources, or feedback by the time SELLMAZE deems crucial to any deadline, all deadlines and milestones, except payment milestones, will be adjusted accordingly.
CLIENT’S failure to meet timelines, milestones or content obligations for a period of 7 days or more will result in reallocation of SELLMAZE’S resources and work on the project will be delayed or may cease. Resuming work on the project will require a reassembly period that may equal, or exceed, the time of delay caused by CLIENT. The parties explicitly agree that any adjustments to project deadlines or milestones caused by CLIENT’s failures to fulfill CLIENT’s obligations do not affect payment milestones. All payment will be required at the time(s) initially described in the estimate.
If CLIENT’s inactive or unresponsive time exceeds a period of 30 days, this constitutes abandonment of the project. Abandonment of the project by CLIENT is considered a breach of this Agreement, subject to the provisions of paragraph 10 above.
13. Approvals (if applicable)
CLIENT acknowledges and agrees that regardless of the number of individuals involved in the project, one individual in their team/company who will be appointed to have ultimate responsibility for approvals of the deliverables SELLMAZE will create and present. CLIENT further acknowledges and agrees that this one individual must be directly involved in the entire project and must participate in significant events during the project, including initial meeting(s), initial design presentation(s), and any related meetings.
In the event that deliverables are made available to CLIENT for approval and CLIENT fails to respond within 10 days to approve or reject, the deliverables are considered to be approved.
14. Additional provisions
The validity and enforceability of this Agreement will be interpreted in accordance with the laws of the State of Minnesota applicable to agreements entered into and performed in the State of Minnesota.
This Agreement is our entire understanding and may not be amended in any respect except by a written mutually executed agreement.
If we must retain attorneys to collect our invoices, CLIENT will be obligated to reimburse SELLMAZE for all attorney’s fees, court costs, and interest at the maximum rate permitted by law.
Have questions?
We do our best to have a working contract that protects both parties. If you have questions or would like further information please contact us.