Terms of Service

1. Introduction and Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between Ben Goodman ("we", "our", or "us") and the client ("you" or "Client") accessing or using our services.

By engaging our services, paying an invoice, or signing a Statement of Work (SoW), you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Services Provided

Ben Goodman provides digital strategy consulting services. The specific deliverables will be outlined in a separate Statement of Work (SoW) or Proposal. Services include, but are not limited to:

• Digital strategy and planning
• Technical audits and assessments
• UX design and strategy consulting
• Website and application development
• Ongoing development and maintenance

3. Engagement Models

We generally operate under two engagement models. Specific terms for these will be outlined in your specific agreement.

A. The Sprint (Project-Based)

Definition: One-time projects delivered within a fixed timeline (typically 2-4 weeks).

Scope: Defined strictly before work begins.

Revisions: Includes a set number of revision rounds as defined in the SoW. Additional revisions outside this scope will be billed at our standard hourly rate.

B. The Partner (Retainer-Based)

Definition: Ongoing strategy and development services.

Rollover Policy: Unless explicitly agreed in writing, unused hours or deliverables do not roll over to the following month. This ensures availability is reserved specifically for you.

Cancellation: Requires a minimum 30-day written notice regarding the termination of a retainer agreement.

4. Fees, Invoicing, and Payment

Payment Schedule: As defined in your specific invoice or agreement. Typical terms include a 50% non-refundable deposit to book a slot in our schedule, with the remaining balance due upon completion or at specific milestones.

Currency & Taxes: All fees are quoted in GBP (£) and are exclusive of VAT (if applicable), which will be added at the prevailing rate.

Late Payments: In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, we reserve the right to charge interest on overdue invoices at the statutory rate plus the Bank of England base rate, along with a fixed compensation fee.

Suspension of Service: We reserve the right to suspend work or withhold final deliverables if payments are more than 7 days overdue.

5. Client Responsibilities

To ensure the project runs smoothly, you agree to:

• Timely Feedback: Provide feedback and approvals within 2 business days (or as agreed) to prevent project delays.
• Content Delivery: Provide all necessary text, images, and credentials required to complete the work. Delays in providing these assets may result in a rescheduling of your project and potential restart fees.
• Authority: Ensure that the person approving the work has the final authority to do so.

6. Third-Party Costs

Unless explicitly stated in our agreement, our fees do not include costs for third-party services or assets, including but not limited to:

• Hosting fees (e.g., Webflow, Vercel, AWS)
• Domain name registration
• Premium fonts or stock photography licenses
• Software subscriptions (e.g., CMS costs)

You are responsible for setting up direct payments for these services to ensure you retain full ownership of the accounts.

7. Intellectual Property (IP)

Client Ownership: Upon full payment of all final invoices, you will own the copyright to the final visual designs, strategies, and code created specifically for your project.

Our Rights: We retain the right to use the completed work, including drafts and final designs, for our portfolio, marketing materials, and case studies.

Background Technology: We retain all rights to our pre-existing tools, frameworks, libraries, and methodologies used to create your project. You are granted a non-exclusive, perpetual license to use these elements as part of the final deliverable.

8. Confidentiality

Both parties agree to treat all non-public information received from the other party as confidential. We will not disclose your proprietary business strategies, customer data, or trade secrets to third parties without your written consent, except as required by law.

9. Warranties and Disclaimers

"As Is" Basis: Services are provided "as is" without warranties of any kind, either express or implied.

No Guarantees: While we use best practices in digital strategy, we cannot guarantee specific business outcomes (e.g., specific conversion rates, sales figures, or search engine rankings).

Bugs and Errors: For development projects, we provide a 14-day warranty period post-launch to fix any bugs related to our code. Issues arising from third-party updates, client modifications, or hosting changes after this period are billed separately.

10. Limitation of Liability

To the maximum extent permitted by law, Ben Goodman shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues.

Cap on Liability: In no event shall our aggregate liability for any claim exceed the total amount paid by you to us for the specific service giving rise to the claim.

11. Termination

By Client: You may terminate the agreement at any time with written notice. You will be responsible for payment for all work completed up to the termination date. Deposits are non-refundable.

By Us: We may terminate the agreement if you breach these terms (including non-payment) or if a conflict of interest arises.

12. Governing Law

These Terms constitute the entire agreement between the parties. They are governed by and construed in accordance with the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.