Terms of Service

1. Services

We provide digital marketing, automation, AI agent development, website design, consulting, and related services as outlined in individual proposals, invoices, or statements of work ("SOW"). The specific scope, deliverables, and timeline for each engagement will be defined in the applicable SOW or invoice.

1.1 Scope Changes

Requests outside the original SOW will be quoted separately and require written approval before work begins. Additional work will be billed at our standard hourly rate of $250/hour unless otherwise agreed in writing.

1.2 Revisions

Unless otherwise specified, projects include up to 2 rounds of revisions. Additional revisions will be billed at $250/hour.

2. Payment Terms

2.1 Fees

All fees are as stated in the applicable invoice or SOW. Unless otherwise specified, fees are quoted in U.S. dollars.

2.2 Payment Schedule

• One-time projects: 50% deposit due before work begins; remaining 50% due upon completion.
• Retainer services: Billed monthly in advance, due upon receipt.
• DIY/Training packages: Full payment due before sessions are scheduled.

2.3 Late Payment

Invoices unpaid after 15 days will incur a late fee of 1.5% per month (18% annually) on the outstanding balance. We reserve the right to pause or terminate services for accounts more than 30 days past due.

3. Refund Policy

3.1 Cancellation Before Work Begins

If you cancel before any work has commenced, you are entitled to a full refund of any amounts paid, minus an administrative fee of 10% or $100, whichever is greater.

3.2 Cancellation After Work Begins

• Less than 25% complete: 50% refund of total project fee.
• 25% to 50% complete: 25% refund of total project fee.
• More than 50% complete: No refund. Full project fee is due.

3.3 Determination of Completion

Project completion percentage is determined solely by the Company based on deliverables completed, hours expended, and resources allocated. We will provide documentation of work completed upon request. Such documentation is provided for informational purposes only and does not constitute agreement on completion percentage.

3.4 Retainer Services

Retainer fees are non-refundable once a billing period has begun. No refunds will be issued for the current billing period. You may cancel future billing periods with 14 days written notice before the next billing cycle; cancellation applies to future periods only.

3.5 DIY/Training Packages

Training packages are non-refundable once the first session has been scheduled. Rescheduling is permitted with 48 hours notice.

3.6 No Refunds For

• Dissatisfaction with results, outcomes, or performance metrics
• Change of business direction or priorities
• Third-party platform changes, outages, or policy updates
• Failure to provide required materials, access, or feedback in a timely manner

4. Client Responsibilities

You agree to:

• Provide timely access to accounts, platforms, and materials necessary for project completion
• Respond to requests for feedback or approval within 5 business days
• Ensure all materials provided are owned by you or properly licensed
• Designate a single point of contact for project communications

Delays caused by failure to meet these responsibilities may result in project timeline extensions and do not entitle you to a refund.

5. Deliverables and Acceptance

5.1 Delivery

We will deliver completed work as specified in the SOW or via agreed-upon communication channels.

5.2 Acceptance

Deliverables are considered accepted if no written objection with specific deficiencies is received within 7 business days of delivery. General dissatisfaction or change of direction does not constitute a valid objection.

5.3 Rejection

If you reject a deliverable, you must provide specific, actionable feedback. We will address legitimate deficiencies within the original scope. Rejections based on out-of-scope requests will be treated as change orders under Section 1.1.

6. Intellectual Property

6.1 Client Materials

You retain ownership of all materials you provide to us.

6.2 Deliverables

Upon receipt of full payment, you own the final deliverables created specifically for your project. We retain ownership of all underlying tools, templates, processes, frameworks, and methodologies used to create the deliverables.

6.3 Portfolio Rights

We reserve the right to display completed work in our portfolio and marketing materials unless you request otherwise in writing.

7. Third-Party Services and Costs

7.1 Third-Party Platforms

Our services may involve third-party platforms (e.g., Retell, Lovable, hosting providers, email services). You are responsible for:

• Creating and maintaining your own accounts on these platforms
• Paying all associated fees directly to those providers
• Complying with their terms of service

7.2 No Liability for Third Parties

We are not responsible for changes, outages, price increases, or policy changes by third-party providers.

8. Limitation of Liability

8.1 No Guarantee of Results

We do not guarantee specific business outcomes, revenue increases, lead generation numbers, or conversion rates. Marketing and automation services involve variables outside our control.

8.2 Limitation of Damages

To the maximum extent permitted by Connecticut law, our total liability for any claim arising from this Agreement shall not exceed the fees paid by you for the specific service giving rise to the claim.

8.3 Exclusion of Consequential Damages

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or lost business opportunities, regardless of whether we were advised of the possibility of such damages.

9. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, members, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your breach of this Agreement
• Your violation of any law or third-party rights
• Content or materials you provide
• Your use of deliverables after handoff

10. Confidentiality

10.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party, including but not limited to: business strategies, pricing, client lists, technical data, trade secrets, and proprietary methodologies.

10.2 Obligations

Both parties agree to:

• Keep Confidential Information strictly confidential
• Use Confidential Information only for purposes of this Agreement
• Not disclose Confidential Information to third parties without prior written consent

10.3 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed without use of Confidential Information
• Is lawfully obtained from a third party without restriction
• Is required to be disclosed by law or court order (with prompt notice to the disclosing party)

10.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of 3 years.

11. Term and Termination

11.1 Term

This Agreement is effective upon your acceptance and continues until all services are completed or terminated.

11.2 Termination for Convenience

Either party may terminate with 14 days written notice, or upon completion of the current milestone, whichever is sooner. Refund terms in Section 3 apply.

11.3 Termination for Cause

We may terminate immediately if you breach this Agreement, fail to pay invoices, or engage in conduct that harms our reputation or business.

11.4 Effect of Termination

Upon termination or project completion:

• You will receive all completed deliverables for which payment has been received
• We will return or delete your confidential materials upon request
• Access credentials we created on your behalf will be transferred to you
• Any outstanding invoices become immediately due

12. Dispute Resolution

12.1 Governing Law

This Agreement is governed by the laws of the State of Connecticut, without regard to conflict of law principles.

12.2 Informal Resolution

Before initiating formal proceedings, both parties agree to attempt resolution through good-faith negotiation for at least 30 days.

12.3 Jurisdiction

Any disputes not resolved informally shall be resolved in the state or federal courts located in Connecticut, and both parties consent to jurisdiction in such courts.

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to: natural disasters, acts of war or terrorism, pandemics, government actions, internet or telecommunications failures, power outages, or third-party service provider outages. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.

14. Non-Solicitation

During the term of this Agreement and for 12 months thereafter, you agree not to directly solicit, hire, or engage any of our employees, contractors, or vendors introduced to you through our engagement without our prior written consent.

15. Assignment

You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. We may assign this Agreement to a successor in connection with a merger, acquisition, or sale of assets.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with any applicable SOW or invoice, constitutes the entire agreement between the parties.

16.2 Amendments

We may update these terms at any time. Continued engagement after changes constitutes acceptance.

16.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

16.4 No Waiver

Failure to enforce any provision does not constitute a waiver of our right to enforce it later.

16.5 Independent Contractor

We are an independent contractor, not an employee, partner, or agent of yours.

16.6 Notices

All notices must be in writing and sent via email to the addresses on file. Notices are deemed received upon confirmed delivery.

17. Contact

For questions about these terms:

Vypple LLC
Email: support@vypple.com