Client terms

How the agreement fits together

An engagement with Stratovia Consulting LLC is made up of three things: a statement of work describing what we are doing for you, these terms, and any addendum the work requires, such as the data processing addendum or a mutual non-disclosure agreement.

Where those documents conflict, the order of precedence is: the signed statement of work first, then any signed addendum, then these terms. A statement of work can vary these terms, but only where it says so expressly.

Services and change control

We perform the services described in the statement of work with reasonable skill and care, in a professional manner, and in line with the standards of a competent practitioner in our field.

Consulting work moves. When something needs to change, either party can propose it in writing. A change becomes part of the engagement once both parties have agreed in writing what is changing, what it does to the timeline, and what it does to the fee. We will not do materially different work and invoice you for it afterwards, and we will tell you when a request falls outside the agreed scope rather than absorbing it quietly until the budget runs out.

Dates in a statement of work are estimates and depend on your inputs arriving when they are needed. Where a delay is caused by something on your side, timelines move by the length of the delay.

What we need from you

Most engagement problems come from inputs rather than from the work itself, so this section matters as much as the rest. You agree to:

• give us timely access to the analytics, advertising accounts, CRM and financial figures the work depends on
• name one person with authority to make decisions and approve work
• respond to requests for review or approval within a reasonable time, and within any period the statement of work specifies
• make sure you have the rights to any material you give us, including brand assets, copy, images and data
• tell us if anything you provide is inaccurate, out of date or subject to a restriction we should know about
• keep your own backups of your systems and data

Where we are prevented from performing because an input is missing, we are not liable for the resulting delay, and time spent waiting may still be chargeable if the statement of work reserves capacity for you.

Fees, invoicing and payment

Fees are set out in the statement of work. Fixed-fee work is invoiced as the statement of work specifies. Retainers are invoiced in advance of the period they cover. Unless the statement of work says otherwise:

• invoices are payable net 15 days from the invoice date
• fees are exclusive of taxes; you are responsible for any sales, use, VAT or similar tax, other than tax on our income
• third-party costs such as advertising spend, software licences and stock media are yours, paid directly by you wherever possible
• pre-agreed expenses are recharged at cost with receipts
• we do not charge a percentage of advertising spend

Late payment accrues interest at 1.5% per month, or the maximum the law allows if lower, from the due date until paid. If an invoice is more than thirty days overdue we may suspend work after giving you seven days' written notice, and we are not liable for the consequences of a suspension caused by non-payment. If you dispute an invoice in good faith, tell us in writing within ten days with your reasons; the undisputed part remains payable on time.

Term and termination

The engagement runs for the term in the statement of work. Retainers run quarter by quarter and renew unless either party gives notice.

For convenience

Either party may terminate on thirty days' written notice. You pay for work performed and for any non-cancellable commitments made on your behalf up to the end of the notice period.

For cause

Either party may terminate immediately if the other commits a material breach that is not fixed within fifteen days of written notice, becomes insolvent, or enters liquidation or an equivalent process.

On termination

We invoice for work done and expenses incurred. We return or delete your confidential information on request, subject to the records we must keep. We hand over deliverables paid for, along with access to accounts and documentation, and we will spend a reasonable amount of time on an orderly handover.

The sections on ownership, confidentiality, data protection, liability and general provisions survive termination.

Ownership of work

Your material

Everything you give us stays yours. You grant us a licence to use it for the purpose of performing the services, for as long as the engagement lasts.

Our background material

Our methods, frameworks, templates, checklists, tooling and know-how, whether they existed before the engagement or were developed generally during it, remain ours. Nothing in an engagement transfers them.

Deliverables

The specific deliverables prepared for you, such as strategy documents, campaign creative, copy and reports, transfer to you on full payment of the fees relating to them. Until then we retain ownership and you have a licence to review and comment.

Our licence back

Where a deliverable contains our background material, you receive a perpetual, worldwide, non-exclusive, royalty-free licence to use that material as part of the deliverable, for your own business purposes.

Third-party material

Stock imagery, fonts, software and similar items are licensed on their own terms. We will tell you what those terms are, and any licence fee is yours to pay.

Accounts and data you own

Advertising accounts, analytics properties, tag containers, domains and any similar asset created for you are established in your name and under your ownership from the outset, and we work in them under delegated access. We do not hold client assets in our own accounts, and we do not treat access as a bargaining chip at renewal. On request at any point, including after termination, we remove our access and confirm in writing that we have done so.

Confidentiality

Each party may receive information the other treats as confidential. Each agrees to use it only for the engagement, to protect it with at least the care it applies to its own confidential information, and to disclose it only to people who need it and are under equivalent obligations.

These obligations do not apply to information that is public through no breach, was already known without restriction, is independently developed, or is lawfully received from a third party. Where disclosure is required by law or court order, the receiving party will give notice where it is permitted to do so, and disclose only what is required.

Confidentiality obligations continue for five years after the engagement ends, and indefinitely for anything that is a trade secret.

Data protection

Where we process personal data on your behalf, you are the controller and we are the processor, and our data processing addendum applies and forms part of the agreement. Our current subprocessors are published at stratovia.services/legal/subprocessors.

Our people

We are an independent contractor, not your employee, agent or partner, and nothing in the agreement creates a joint venture or the authority to bind you. We decide how the work is performed and may use subcontractors, remaining responsible for their work as if it were our own.

During the engagement and for twelve months after it ends, neither party will solicit or hire the other's personnel who were directly involved in the work, without written consent. General advertising that is not aimed at those individuals is not a breach.

Warranties

We warrant that we will perform the services with reasonable skill and care, that we have the right to enter the agreement, and that the deliverables we create will not knowingly infringe a third party's intellectual property rights.

We do not warrant any particular commercial outcome. Marketing results depend on your market, product, pricing, sales execution and factors none of us controls. Except as expressly stated, all other warranties, whether express, implied or statutory, are excluded to the extent the law permits.

Liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, business, goodwill or anticipated savings, however caused.

Each party's total aggregate liability arising out of or connected with the agreement is capped at the total fees paid or payable by you to us under the applicable statement of work in the twelve months before the event giving rise to the claim.

Those limits do not apply to your obligation to pay fees, to either party's breach of confidentiality, to fraud or fraudulent misrepresentation, to death or personal injury caused by negligence, or to any liability that cannot lawfully be limited.

Publicity and references

We will not name you as a client, use your logo, describe the work, or publish any figure from the engagement without your prior written permission. If you give permission, you can withdraw it later and we will remove the material within a reasonable time. Requests to act as a reference are entirely at your discretion.

General

Neither party is liable for failure to perform caused by events beyond its reasonable control, provided it tells the other promptly and works to limit the effect. Notices must be in writing to the addresses in the statement of work, or to the registered office above with a copy by email.

Neither party may assign the agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all assets. If a provision is unenforceable it is severed and the rest continues. A waiver on one occasion is not a waiver on another. The agreement is governed by the laws of the State of New Mexico, United States, with exclusive jurisdiction in the state and federal courts located in Albuquerque. Before starting proceedings, both parties will raise the issue in writing and spend thirty days trying to settle it directly.

These terms may be updated for new engagements. The version that applies to yours is the one in force on the date your statement of work was signed, and we will not change your terms mid-engagement without your written agreement.