TERMS & CONDITIONS
Last updated: 26 June 2025
1. Definitions
- “Company,” “we,” “our,” “us” – Founders Edge Consulting LLC, a Texas limited-liability company.
- “Client,” “you,” “your” – The person or legal entity purchasing Services.
- “Services” – All consulting, development, design, marketing, training, hosting, maintenance, or related work described in a Proposal, Statement of Work (“SOW”), or invoice.
- “Deliverables” – All work product created for Client under these Terms.
- “Agreement” – These Terms & Conditions together with any Proposal, SOW, order form, or invoice referencing them.
2. Scope of Services
2.1 The Services, Deliverables, timeline, and fees will be detailed in a written Proposal or SOW accepted by both parties (email approval is sufficient).
2.2 Any work outside that scope is a Change Order and may require a revised timeline and additional fees.
3. Client Responsibilities
- Provide timely access to project assets, logins, brand guidelines, third-party accounts, and decision-makers.
- Review Deliverables promptly (default approval if no feedback within 7 calendar days).
- Maintain backup copies of all provided materials.
4. Fees & Payment
4.1 Pricing – Fixed, milestone, or hourly as specified in the Proposal.
4.2 Deposit – Unless otherwise stated, 50% of the project fee is due upon signing; work begins after deposit clears.
4.3 Payment Terms – Remaining balances net 15 days from invoice date. Late payments accrue 1.5% interest per month (or the maximum lawful rate).
4.4 All fees exclude applicable taxes; Client is responsible for remitting sales/use taxes.
5. Intellectual Property
5.1 Upon full payment, Company grants Client a worldwide, perpetual, non-exclusive license to use the final Deliverables for their intended purpose.
5.2 Company retains ownership of any pre-existing or generic frameworks, code libraries, methodologies, and know-how.
5.3 Company reserves the right to display non-confidential work in portfolios and marketing materials.
6. Confidentiality & Data Security
Both parties will keep the other’s proprietary or non-public information confidential and use it solely for fulfilling this Agreement. Each party will implement commercially reasonable security measures to protect such information.
7. Third-Party Materials & Licenses
Client is responsible for all fees and compliance tied to third-party software, stock assets, fonts, plugins, hosting, or advertising platforms unless expressly included in the Proposal.
8. Warranties
8.1 Company warrants Deliverables will substantially conform to the agreed specifications for 30 days after final delivery.
8.2 EXCEPT AS SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. Bug Fixes & Maintenance
9.1 Bugs reported within the 30-day warranty period will be corrected at no additional cost.
9.2 Ongoing maintenance, updates, or feature enhancements require a separate Maintenance Plan or SOW.
10. Limitation of Liability
To the fullest extent permitted by law, Company’s total cumulative liability for any claim arising out of this Agreement will not exceed the total fees paid by Client for the Services giving rise to the claim. COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DATA).
11. Indemnification
Client agrees to defend, indemnify, and hold Company harmless against any third-party claim arising from (a) Client’s content, products, or services, (b) Client’s misuse of the Deliverables, or (c) Client’s violation of law.
12. Term & Termination
12.1 Either party may terminate for material breach upon 10 days’ written notice if the breach is not cured.
12.2 Client may terminate for convenience with 14 days’ notice; Company will invoice for work performed to date plus any non-cancelable expenses.
12.3 Sections 4, 5, 6, 10, 11, 13, and 14 survive termination.
13. Dispute Resolution & Governing Law
This Agreement is governed by the laws of the State of Texas without regard to conflict-of-law rules. The parties will attempt good-faith mediation in Dallas County before pursuing litigation. Exclusive venue for any action is a state or federal court seated in Dallas, Texas.
14. Miscellaneous
- Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.
- Assignment: Client may not assign this Agreement without Company’s prior written consent.
- Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
- Entire Agreement: This Agreement supersedes all prior discussions and can only be modified in writing signed by both parties.
- Notices: Notices must be in writing and deemed delivered when emailed to the addresses in the Proposal, with confirmation of receipt.
CONTACT
Founders Edge Consulting LLC
📍 1900 Pacific Avenue, Suite 1910, Dallas, TX 75201
📧 Petermilton@foundersedgeusa.com
📞 469-799-1621