Service Agreement
This Service Agreement (hereafter referred to as the “Agreement”) is entered into between
Dwego Consulting LLC
(hereafter referred to as Dwego),
and
You, the Client,
(hereafter referred to as the Client),
with effect from the date on which the Quotation or Invoice is Accepted, whichever is first accepted,
wherein Dwego and the Client agree to a set of services, also known as Deliverables, which are communicated to the Client by means of a quotation and/or invoice,
which Dwego agrees to complete to the best of our abilities and
the Client agrees to pay for those services per the terms of this Agreement.
Summary
We’ll always do our best to fulfill your needs and meet your expectations, however, this written agreement is important to ensure we all understand our rights and responsibilities.
We will treat you with respect and honesty at all times and will honor the terms and conditions we agree to with good faith, and expect that you’ll engage with us with the same respect, honesty and good faith.
How this agreement works
Within this Agreement we set the general terms and conditions that will inform the way we communicate, our general expectations of each other and how we can resolve problems should they arise.
For each Deliverable, we will provide an estimate or invoice, or both, that will provide the details specific to that/those Deliverable(s) to ensure expectations for results are set up front.
The terms and conditions applied to those Deliverable(s) will operate in conjunction with this Agreement. Where there is a conflict, the terms agreed to in this Agreement will take precedence.
1. What do both parties agree to
You, the Client:
- You have the authority to enter into this Agreement on behalf of yourself, your company and/or your organization.
- You agree to give us the access, assets and information we need to complete any and all Deliverable(s). You agree to provide these to us when we ask for it and in the formats we request it in.
- You agree to review our work and provide feedback and approval in a timely manner to achieve our mutual deadlines.
- You agree to make payments as agreed to for each Deliverable(s).
Us/We, Dwego:
- We have the experience and ability to do everything we’ve agreed with you and we will complete each Deliverable(s) in a professional and timely manner.
- We endeavor to meet every deadline we agree to.
- For each Deliverable(s), we allocate a fair amount of time to investigate and research the problem and possible solutions. We take our initial investigations seriously so as to ensure best possible outcomes for you, the Client, even if it differs from initial proposals. If Dwego finds anything that would lead to a material change in the strategy and cost previously agreed to, we will inform you as soon as possible to discuss the best possible solution going forward.
2. Confidentiality
We agree that any proprietary, sensitive and/or privileged information received or obtained during the normal execution of this Agreement, which concerns the personal, financial or other affairs of you, the Client, will be treated by us in full confidence and will not be revealed to any other person, firm or organization.
In the same way, you, the Client, agrees that any proprietary, sensitive and/or privileged information received during the execution of service(s) by us, Dwego, which concerns the personal, financial or other affairs of Dwego will be treated by you in full confidence and will not be revealed to any other person, firm or organization.
This clause will survive termination of this contract.
3. Intellectual property rights
“Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you, the Client, provide to us, Dwego, are either owned by you or that you have permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you, the Client, are either owned by us, Dwego, or we have obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property.
Provided you’ve paid for the work and that this Agreement hasn’t been terminated, we, Dwego, will assign all intellectual property rights to you, the Client, as follows:
You’ll own the software we design for you as well as the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided unless someone else owns them.
We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this Agreement and not paid for by you. We’ll own the unique combination of these elements that constitute a complete design and we’ll license its use to you, exclusively and in perpetuity for this Agreement only, unless we agree otherwise.
4. Displaying our work
We are proud of the work we do for our clients and love to show it off, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books and/or on social media platforms.
5. Payments
We are sure you, the Client, understand how important it is that you pay the invoices that we, Dwego, send to you promptly to maintain an amicable business relationship.
- Payment Schedule: Payment details and schedules are specified per Deliverable(s) and agreed to. All proposals and estimates are quoted in USD.
- Fees & Transfers: Payments should be made using our suggested payment method. You agree to pay all associated transaction charges so that Dwego receives the full invoiced amount.
- Late Interest: We reserve the right to charge interest on any overdue invoice at a rate of 10% per annum, compounded monthly (or the maximum rate permitted by law, whichever is lower). This interest shall be calculated daily from the date the payment was due until the date the full payment is received.
- Suspension of Service: In the event an invoice remains unpaid for more than seven (7) calendar days past its due date, Dwego reserves the right to immediately suspend all active services and withhold further Deliverables until the account is brought current. Dwego shall not be liable for any delays or damages resulting from such suspension.
- Collection Costs: In the event that Dwego must take any action to collect any unpaid balance, the Client shall be responsible for all costs of collection, including reasonable attorney’s fees, court/arbitrator costs, and any other related expenses.
6. Legal
We’ll carry out our work in accordance with good industry practice. However, we can’t guarantee our work will be error-free, so our liability is limited to the amount paid for the Deliverable(s) in dispute. Neither of us will be liable for lost profits or consequential damages.
Transfer: Neither of us can transfer this Agreement to anyone else without the other’s permission.
Compliance: We both agree to adhere to all relevant laws and regulations and won't cause the other to breach them.
Duration & Severability: This Agreement stays in place and need not be renewed. It replaces all previous versions and applies to our ongoing relationship. If any part of this Agreement becomes invalid or unenforceable, the remaining parts remain in place.
Dispute Resolution: Although the language is simple, the intentions are serious. This Agreement is a legal document governed by the laws of the state where the services are primarily executed.
Mandatory Arbitration: Any disputes that we cannot resolve together will be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association.
Venue: The arbitration shall take place in the county and state where the Client is headquartered, unless otherwise agreed. Both parties agree that, to the extent permitted by the arbitrator, all proceedings shall be conducted virtually to minimize travel costs and environmental impact.
Recovery of Legal Fees (Prevailing Party): In any legal action, arbitration, or proceeding brought to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, expert witness fees, and all costs of the proceedings from the non-prevailing party.