Service Agreement.

1. Scope of Work

Each engagement is defined by a written proposal or statement of work specifying deliverables, phases, and inclusions. Anything not expressly listed is outside scope. Additional requests are quoted separately and require written approval before work proceeds.

2. Timeline

Project timelines are estimates that assume timely client input. Delays in feedback, asset delivery, or approvals extend the schedule accordingly. We reserve the right to reschedule work when a project stalls for more than thirty (30) days.

3. Fees & Payment Schedule

• A non-refundable deposit is required to reserve calendar placement and commence work.
• Remaining balances follow the schedule set out in the proposal — typically by phase or monthly for retainers.
• Invoices are due on receipt unless otherwise stated. Late balances may pause work and incur a late fee.
• All fees are quoted in U.S. Dollars, exclusive of applicable taxes, and processed through Stripe.

4. Revisions

Each deliverable includes the number of revision rounds named in the proposal. Revisions address refinement within the agreed direction; a change of strategic direction after approval constitutes new work and is billed separately.

5. Client Responsibilities

• Provide accurate information, brand assets, and access required to perform the work.
• Designate a single decision-maker authorised to give approvals.
• Respond to requests for feedback within five (5) business days.
• Ensure that all materials supplied to us are owned or properly licensed by you.

6. Ownership & Intellectual Property

Upon receipt of final payment in full, ownership of the final approved deliverables transfers to the client. We retain ownership of all preliminary concepts, unused work, internal frameworks, methodologies, and proprietary systems, and retain the right to display completed work in our portfolio and marketing unless a written confidentiality request states otherwise.

7. Confidentiality

Both parties agree to keep non-public business information disclosed during the engagement confidential and to use it solely for the purpose of the engagement. This obligation survives termination.

8. Termination

Either party may terminate with fourteen (14) days' written notice. The client remains responsible for all work performed and expenses incurred through the termination date. Deposits are non-refundable. Deliverables are released only after outstanding balances are settled.

9. Limitation of Liability & Results

Our total liability under any engagement is limited to the fees paid for that engagement. We do not guarantee specific business or revenue outcomes; see our Disclaimer. Neither party is liable for indirect or consequential damages.

10. Governing Law

Engagements are governed by the laws of the State of Georgia, United States. Disputes are first addressed through good-faith negotiation and, failing resolution, through binding arbitration in Atlanta, Georgia.

11. Precedence

Where a signed engagement agreement conflicts with this page or with our Terms & Conditions, the signed agreement controls. To request a copy of the current agreement template, write to hello@mrsmiathornton.com.