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TERMS AND CONDITIONS FOR SERVICES

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PAYMENT 

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The Client will pay Fennel Designs rates ranging from $20.00 upwards to $120.00 (USD) per hour.

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INVOICES

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Fennel Designs will invoice the Client weekly. The Client agrees to pay the amount owed within 5 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.

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CLIENT OWNS ALL WORK PRODUCT

 

As part of this job, Fennel Designs is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that Fennel Designs works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of projects, whether before the date of the service or after. Fennel Designs hereby gives the Client this work product once the Client pays for it in full. This means Fennel Designs is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

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CLIENT WILL REVIEW WORK

 

The Client promises to review the work product, to be reasonably available to Fennel Designs if Fennel Designs has questions regarding this project, and to provide timely feedback and decisions.

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CLIENT-SUPPLIED MATERIAL DOES NOT INFRINGE

 

If the Client provides Fennel Designs with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

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TERM AND TERMINATION 

 

This Agreement is ongoing, until ended by the Client or Fennel Designs. Either party may end the Agreement for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Agreement and that the Agreement will end in 7 days. The Agreement and service officially ends once that time has passed. The party that is ending the service must provide notice by taking the steps explained. Fennel Designs must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay Fennel Designs for the work done up until when the Agreement ends and will reimburse Fennel Designs for any agreed-upon, non-cancellable expenses.

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INDEPENDENT CONTRACTOR 

 

The Client is hiring the Fennel Designs as an independent contractor. The following statements accurately reflect their relationship:

 

Fennel Designs will use its own equipment, tools, and material to do the work. The Client will not control how the job is performed on a day-to-day basis. Rather, Fennel Designs is responsible for determining when, where, and how it will carry out the work.- The Client will not provide Fennel Designs with any training. The Client and Fennel Designs do not have a partnership or employer-employee relationship. Fennel Designs cannot enter into contracts, make promises, or act on behalf of the Client. Fennel Designs is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days). Fennel Designs is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for Fennel Designs or any of Fennel Design's employees or subcontractors.

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CONFIDENTIAL INFORMATION

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Overview

This Agreement imposes special restrictions on how the Client and Fennel Designs must handle confidential information. These obligations are explained in this section.

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The Client’s Confidential Information

While working for the Client, Fennel Designs may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. Fennel Designs promises to treat this information as if it is Fennel Design's own confidential information. Fennel Designs may use this information to do its job under this Agreement, but not for anything else. For example, if the Client lets Fennel Designs use a customer list to send out a newsletter, Fennel Designs cannot use those email addresses for any other purpose. The one exception to this is if the Client gives Fennel Designs written permission to use the information for another purpose, Fennel Designs may use the information for that purpose, as well. When this Agreement ends, Fennel Designs must give back or destroy all confidential information, and confirm that it has done so. Fennel Designs promises that it will not share confidential information with a third party, unless the Client gives Fennel Designs written permission first. Fennel Designs must continue to follow these obligations, even after the service ends. Fennel Design's responsibilities only stop if Fennel Designs can show any of the following: (i) that the information was already public when Fennel Designs came across it; (ii) the information became public after Fennel Designs came across it, but not because of anything Fennel Designs did or didn’t do; (iii) Fennel Designs already knew the information when Fennel Designs came across it and Fennel Designs didn’t have any obligation to keep it secret; (iv) a third party provided Fennel Designs with the information without requiring that Fennel Designs keep it a secret; or (v) Fennel Designs created the information on its own, without using anything belonging to the Client.

 

Third-Party Confidential Information 

It’s possible the Client and Fennel Designs each have access to confidential information that belongs to third parties. The Client and Fennel Designs each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or Fennel Designs is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

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INDEMNITY

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Overview 

This section transfers certain risks between the parties if a third party sues or goes after the Client or Fennel Designs or both. For example, if the Client gets sued for something that Fennel Designs did, then Fennel Designs may promise to come to the Client’s defense or to reimburse the Client for any losses.

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Client Indemnity

In this Agreement, Fennel Designs agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work Fennel Designs has done under this Agreement; (ii) a breach by Fennel Designs of its obligations under this Agreement.

 

Marketer Indemnity

In this Agreement, the Client agrees to indemnify Fennel Designs (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Agreement.

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Modification; Waiver 

To change anything in this Agreement, the Client and Fennel Designs must agree to that change in writing and sign a document showing their agreement. Neither party can waive its rights under this Agreement or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

 

NOTICES

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(a) Over the course of this Agreement, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Agreement or to another address that the party has provided in writing as an appropriate address to receive notice.

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(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

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Severability 

This section deals with what happens if a portion of the Agreement is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Agreement is still enforceable.

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Entire Contract 

This Agreement represents the parties’ final and complete understanding of this job and the subject matter discussed in this Agreement. This Agreement supersedes all other contracts (both written and oral) between the parties.

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