Terms & Conditions
The following Agreement and Contract are entered into by and between You (“Client” or “You”) and [Paraphrase Communications, LLC] (“Company”, “We”, or “Us”). This is a binding agreement and contract governed by the laws of the State of Washington, regardless of Client’s location or residency, effective on the date it is entered, between: (the “Client” or “you”) and Paraphrase Communications, LLC, 835 William Drive, White Salmon, Washington 98672, United States, (the “Company” or “We” or “Us”).
In consideration of the mutual promises and covenants contained in this Agreement, the Client and the Company agree as follows:
1.0 INTRODUCTION
This Agreement outlines the terms under which we will provide services to you, including but not limited to consulting, writing, design, or strategic support as mutually determined through the Service offering.
2.0 DESCRIPTION OF SERVICES
2.1 Services and deliverables. We will provide Services and Deliverables as described in the Project Scope of Work, which may include written content, strategic consultation, messaging development, team facilitation or training, individual coaching, copywriting and editing, technical development, and other marketing oversight and implementation.
2.2 Revisions & Additional Work. Changes or work outside the agreed-upon scope will incur additional fees. Examples of out-of-scope work include:
New or significantly altered creative requests
Substantial changes in direction, content, or assets
Delays or rescheduling due to missed deadlines or approvals
Additional work sessions with project stakeholders beyond what has been described or is normal for project management
Revisions to content after publish-ready files have been submitted
Changes to finalized elements
In the case of additional work, you will be provided with a written Change Order including an estimate for the additional work. Additional work will not proceed without your agreement.
3.0 TIMING
3.1 Timeframe. Provided that you have completed your responsibilities to the Project and barring unforeseen scheduling conflicts, we anticipate the Project be completed within the timeframe outlined in the Project Scope of Work.
Successful completion of deliverables is contingent upon timely approval of this agreement and your ability to respond quickly to requests for information, reviews, and meetings. While we can accommodate some degree of flexibility with the schedule, a change that shifts the original agreed-upon deadline more than 24 hours may enact the Pause Clause and/or warrant a renegotiation of the Agreement. If the project is completed beyond this date, that fact in itself will not amount to a breach of this Agreement.
In the event either of us encounters unanticipated problems, we will work together to resolve them as expeditiously as possible and we commit to inform you of any such problems as soon as they occur.
3.2 Pause Clause. If any client deliverable—including requests for content, input, approval or payment—is more than 24 hours late, the Project is subject to be placed on hold. If a Project is put on hold, it could be 30 days or longer before we are able to get you back on our work schedule. If the Pause Clause is enacted more than once, we reserve the right to cancel the Project.
4.0 PAYMENT
4.1 What to Pay. The fee for the services outlined in the Project Scope of Work. Any changes or further work outside of what is described there will be estimated separately or billed with prior approval.
Unless otherwise arranged, the purchase of external assets and services such as, but not limited to, custom photography, illustration, fonts, video production, animation, stock photos, stock graphics, web hosting, domain name registrations or printing are not included and will be billed separately if such items are needed and given client approval. Travel expenses, if they arise, will be billed at cost (airfare, hotel, transport, meals). We will keep you apprised of any event or project direction change that will affect the budget.
4.2 Method of Payment. Preferred payment is by credit card with any established payment plan adhered to in order to maintain active Service and until payment has been made in full.
4.3 Late Payments. Payments not made within the agreed time frame may incur delays in delivery, and unresolved balances may be referred to collections.
5.0 RESPONSIBILITIES
5.1 Client Responsibilities. You agree to:
Provide timely feedback, content, and approvals
Be the main decision-maker or designate one
Ensure that you have rights to all assets you provide
Communicate issues promptly
Honor all payment and timeline agreements
5.2 Company Responsibilities. We agree to:
Deliver the services and deliverables as outlined in the Project Scope of Work
Communicate in a timely and professional manner
Seek approval before incurring any additional expenses
Inform you of any changes to the schedule or scope
6.0 COPYRIGHT & OWNERSHIP
6.1 Ownership. Upon final payment, rights to the completed project deliverables will be transferred to you. We retain the right to showcase the work in our portfolio or for marketing purposes.
6.2 Publication. We’re very proud of the work that we produce, and love to show it off. As a result, Paraphrase Communications reserves the right to display the work we create for this project in our portfolio and to write about the design process for the project on websites, magazines, books, and other outlets.
7.0 SUPPORT & MAINTENANCE
7.1 Technical Support. This Agreement does not include general IT or unrelated technical support.
7.2 Corrections. We will correct any errors directly related to our deliverables within a reasonable window following completion. Additional revisions are subject to our standard rates.
7.3 Ongoing Support. Any ongoing updates, maintenance, or future revisions will require a separate Agreement.
8.0 PROJECT PAUSE
If client feedback, assets, approvals, or payments are delayed beyond a reasonable period, the project may be paused and rescheduled based on availability. Multiple delays may result in termination of the Agreement. All payments made up until project termination serve a as deposit for retainer of Services and are non-refundable.
9.0 TERMINATION
9.1 Termination. Either party may terminate this Agreement in writing.
9.2 Final Payment. If terminated, you are responsible for payment for all completed work and approved expenses. Any unused balance may be refunded at the Company’s discretion, and all rights to unfinished work remain with the Company.
9.3 Disputes. If we ever have a disagreement or misunderstanding, we are committed to having an honest, open conversation, so we can, together, clear the upset in a non-blaming way, so that we both learn from it, and both come out wiser and on good terms with each other. If unresolved, disputes may be submitted to binding arbitration.
10.0 MISCELLANEOUS
10.1 Liability. You release us from liability for errors in content you provided, and agree to indemnify us against third-party claims involving your provided assets.
10.2 Entire Agreement. This document, along with any referenced project scope, represents the full agreement between parties. Changes must be made in writing.
10.3 File Storage. You are responsible for saving copies of any project files. We are not obligated to retain files beyond project completion.
10.4 Relationship. We operate as an independent contractor and are not your employee or agent.
10.5 Assignment. This Agreement may not be transferred or assigned without our written consent.
10.6 Severability. If any portion of this Agreement is found invalid, the rest remains in effect.
10.7 Governing Law. This Agreement is governed by applicable laws in the jurisdiction mutually agreed upon or where the Company operates.
11.0 ACCEPTANCE
By accepting Services and with a successful payment submission, you acknowledge that you have read and agreed to these Terms and Conditions in full.
BY CLICKING “I AGREE TO THE TERMS AND CONDITIONS” YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE TO ALL OF THE AFOREMENTIONED TERMS, INCLUDING THOSE RELATED TO OUR FEES, NO REFUND POLICY, AND CONFIDENTIALITY.