These Client Services Terms (this “Agreement”) govern all professional services provided by Lawless Media Limited Company (“Lawless Media,” “we,” “us,” or “our”) to the client identified in the applicable proposal, estimate, scope of work, invoice, or other written engagement document (“Client,” “you,” or “your”). By engaging us for any services, you agree to be bound by this Agreement.
1. Services and Scope of Work
We provide creative and related professional services, including, as applicable, web design, branding, copywriting, graphic design, print design, video editing, web hosting, website maintenance, and similar services.
The specific services to be performed, project scope, deliverables, timeline, and pricing will be set forth in a written proposal, estimate, scope of work, invoice, or other written engagement document approved by the parties (the “Scope of Work”).
Any services requested by Client that fall outside the approved Scope of Work shall constitute additional services and must be approved in writing. Additional services may result in additional fees, revised timelines, or both.
2. Fees and Payment Terms
2.1 Fee Structure: Services may be billed on a flat-fee, hourly, milestone-based, retainer, or other basis, as specified in the applicable Scope of Work.
2.2 Standard Rates: Unless otherwise expressly stated in a written proposal, estimate, Scope of Work, or signed agreement, our standard rates are as follows:
- Web Design / Website Builds: custom flat-fee pricing only, as set forth in the applicable proposal or contract
- Web Edits / Website Maintenance: $40.00 per hour
- Print & Graphic Design: $50.00 per hour
- Video Editing: $50.00 per hour
Any alternative pricing, discount, flat-fee arrangement, retainer, or special rate must be expressly agreed to in writing. In the event of any conflict, the pricing terms set forth in the applicable signed proposal, estimate, or Scope of Work shall control.
2.3 Invoices and Due Date: Unless otherwise stated in writing, invoices are due within thirty (30) days after the invoice date. We may accept payment by bank transfer, credit card, or other payment methods approved by us.
2.4 Late Fees: Any invoice not paid when due may be assessed a late fee of $50.00 per month, beginning after the applicable payment deadline and continuing monthly until the outstanding balance is paid in full.
2.5 Chargebacks and Payment Disputes: Any unjustified or improper chargeback, payment reversal, or similar dispute initiated by Client shall be subject to a $100.00 administrative fee, in addition to the reassertion of the original charge and any other amounts owed.
2.6 Suspension of Services; No Transfer of Rights Before Payment: All deliverables, work product, licenses, access rights, website launches, transfers, and related releases are conditioned upon full payment of all amounts due. Until paid in full, Client acquires no ownership interest in, and no final license to use, the deliverables except as may be expressly stated in writing by us.
We reserve the right to suspend services, withhold deliverables, disable access to staging environments, decline transfers, or delay launch or release of work until all outstanding invoices are paid in full.
3. Revisions and Change Requests
Unless otherwise stated in the applicable Scope of Work, only minor corrections of typographical errors or clear production errors identified promptly after delivery are included following delivery.
Any other revision, edit, update, expansion, redesign, or change request shall be billed at the applicable hourly rate unless otherwise agreed in writing. Significant changes in creative direction, scope, functionality, or specifications may require a revised estimate, amended Scope of Work, additional deposit, or all three.
4. Client Responsibilities
Client shall timely provide all content, materials, credentials, approvals, feedback, decisions, and other information reasonably required for us to perform the services.
Any delay by Client in providing required items, responses, or approvals may result in corresponding adjustments to deadlines, schedules, and delivery dates. Unless otherwise stated in writing, delays by Client exceeding three (3) calendar days may extend the project timeline by at least fifteen (15) calendar days.
If Client becomes unresponsive, fails to provide necessary materials, or otherwise materially delays the project for an unreasonable period, we may treat the project as paused, reschedule the work, or terminate the engagement under Section 8.
5. Hosting, Support, and Maintenance
Unless expressly included in the Scope of Work, post-delivery support, maintenance, edits, updates, troubleshooting, training, hosting, and similar ongoing services are not included in the initial project fee and will be billed separately at our then-current applicable rates.
We will correct errors directly caused by our own work at no charge for a reasonable period if such correction is within the original scope and not caused by third-party changes, Client edits, software updates, plugin conflicts, hosting issues, or misuse.
Recurring support, hosting, maintenance, or subscription-based services may be governed by a separate agreement or plan.
6. Intellectual Property and License
6.1 Ownership Before Full Payment: Until all invoices and amounts due have been paid in full, all right, title, and interest in and to all concepts, drafts, designs, source files, code, graphics, copy, layouts, deliverables, and other work product created by us shall remain exclusively vested in us.
6.2 Transfer After Full Payment: Upon our receipt of full payment of all amounts due for the applicable project, and except for any excluded materials, ownership of the final approved deliverables specifically identified in the Scope of Work shall transfer to Client to the extent ownership is capable of being transferred.
6.3 Excluded and Pre-Existing Materials: We retain ownership of all pre-existing materials, tools, systems, processes, know-how, templates, frameworks, design elements, code libraries, reusable components, and other proprietary materials used or developed by us outside the specific project, even if incorporated into the deliverables. To the extent any such materials are embedded in the deliverables, Client is granted a non-exclusive license to use them solely as incorporated in the final deliverables and solely after full payment.
6.4 Third-Party Materials: Any third-party fonts, software, plugins, stock assets, themes, licenses, APIs, or similar components are subject to the applicable third-party terms and are not owned by us unless expressly stated otherwise.
6.5 Portfolio Rights: We may display and describe the project, including approved deliverables, Client name, and general non-confidential project details, in our portfolio, marketing materials, website, social media, and submissions for recognition, unless otherwise agreed in writing.
7. Confidentiality
Each party may receive non-public, confidential, proprietary, or sensitive information from the other party in connection with the engagement (“Confidential Information”). Each party agrees to keep the other party’s Confidential Information confidential and to use it only as reasonably necessary to perform or receive the services under this Agreement.
Confidential Information includes, without limitation, credentials, access information, business strategies, internal communications, financial information, project materials, and other non-public information disclosed during the engagement. Confidentiality obligations shall survive termination of this Agreement.
Confidential Information does not include information that: (a) is or becomes publicly available through no wrongful act of the receiving party; (b) was already lawfully known by the receiving party without restriction; or (c) is independently developed without use of the disclosing party’s Confidential Information.
8. Termination
Either party may terminate the engagement upon written notice.
If the engagement is terminated, Client shall immediately pay for all services performed, hours worked, expenses incurred, commitments made, and work completed through the effective date of termination, whether or not the deliverables are final or fully complete.
If Client terminates a flat-fee project after work has begun, we may invoice for the value of work performed to date, measured either by completed milestones or by our reasonable estimate of labor and progress completed.
Upon termination, we shall have no obligation to deliver editable files, transfer websites, assign accounts, release source materials, or provide final deliverables unless and until all outstanding amounts are paid in full.
9. Disclaimer; Limitation of Liability
To the maximum extent permitted by law, our services and deliverables are provided “as is” and without any warranty except as expressly stated in writing. We do not warrant uninterrupted operation, error-free performance, or compatibility with all systems, platforms, browsers, devices, software environments, or future updates.
To the maximum extent permitted by law, our total aggregate liability arising out of or relating to this Agreement, the services, or the deliverables shall not exceed the total amount actually paid by Client to us for the specific services giving rise to the claim.
In no event shall we be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunity, data loss, reputational harm, or business interruption, even if advised of the possibility of such damages.
10. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-law principles.
Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state courts located in Bexar County, Texas, or, if jurisdiction exists, the federal courts serving Bexar County, Texas, and each party consents to such venue and jurisdiction.
11. Changes to Terms
We may update or revise these Client Services Terms from time to time. Unless otherwise expressly stated, the version in effect on the date the applicable services are engaged or authorized shall govern that engagement.
Any modification to pricing, scope, deliverables, or other project-specific terms must be made in writing.
12. Entire Agreement; Order of Precedence
This Agreement, together with the applicable Scope of Work, proposal, estimate, invoice, or other written engagement document accepted by Client, constitutes the entire agreement between the parties with respect to the services described therein and supersedes all prior or contemporaneous discussions, understandings, or representations on that subject.
If there is any conflict between these Client Services Terms and an applicable signed Scope of Work or signed written agreement, the signed Scope of Work or signed written agreement shall control solely as to the subject matter of that conflict.
13. Contact
Questions regarding these terms should be directed to Lawless Media Limited Company before services begin.