Governing the provision of services and the client-agency relationship.
These Terms and Conditions ("Agreement") constitute a legally binding contract between the client ("Client") and XM Services LLC ("Agency"). By engaging the Agency's services, executing a proposal, or making any payment, the Client unconditionally accepts all terms set forth herein. This Agreement supersedes all prior understandings, representations, and agreements between the parties.
The Agency shall provide digital services as specified in each executed Statement of Work ("SOW") or Proposal. Services may include web development, digital marketing, SEO, brand strategy, business consultation, and e-commerce solutions. Any services not expressly described in the applicable SOW are excluded and subject to additional charges.
Client-requested modifications to the agreed scope require a written change order signed by both parties prior to implementation. The Agency reserves the right to adjust timelines and fees for any scope changes. Verbal approvals do not constitute binding change orders.
Unless otherwise specified: (a) project fees require a fifty percent (50%) non-refundable deposit prior to commencement; (b) the remaining balance is due upon project completion and prior to final deliverable release; (c) monthly retainers are due on the first (1st) day of each billing month.
Invoices unpaid beyond thirty (30) days accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law. The Agency may suspend services immediately upon non-payment without liability for resulting delays.
Each party retains all rights in and to its pre-existing intellectual property. The Agency retains ownership of all proprietary tools, methodologies, frameworks, code libraries, and templates developed prior to or independent of the specific engagement.
Upon receipt of full payment, the Agency grants Client a perpetual, non-exclusive license to use the specified deliverables for Client's internal business purposes. Full ownership transfer requires express written agreement and payment of any applicable transfer fee.
Client shall: (a) provide timely access to required information, assets, and credentials; (b) review and provide written approval within five (5) business days of each deliverable submission; (c) ensure all materials provided are owned by Client or properly licensed; (d) designate a single authorized point of contact; and (e) maintain current payment of all fees.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGENCY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGENCY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
Client shall indemnify, defend, and hold harmless the Agency and its officers, directors, and employees from and against any claims, damages, losses, liabilities, costs, and expenses arising from: (a) Client's breach of this Agreement; (b) Client's infringement of third-party intellectual property; (c) Client's violation of applicable law; or (d) Client's unauthorized use of the Agency's deliverables.
Either party may terminate with thirty (30) days' written notice. Upon termination, Client shall pay all fees for work completed through the termination date, plus a kill fee equal to twenty-five percent (25%) of remaining project fees.
Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice.
This Agreement is governed by the laws of the State of New York, without regard to conflict of law principles. Any dispute not resolved by good-faith negotiation within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association in New York County, New York. The prevailing party shall be entitled to recover reasonable attorneys' fees.