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. Client agrees to provide required materials, approvals, and communication in a timely manner.

If Client fails to respond to Company requests for a period of fourteen (14) consecutive calendar days, Company may place the Project on hold without further notice.

While a Project is on hold:

a) Company is not responsible for meeting original deadlines.

b) Project rescheduling is subject to Company availability.

c) Continued inactivity may trigger Section 3.3 (Project Inactivity and Abandonment).

Multiple pauses or repeated delays may result in termination under Section 8.0.

3.3 Project Inactivity and Abandonment. If Client inactivity extends beyond sixty (60) consecutive calendar days from the date of Company’s last documented communication request, Company may issue written notice that the Project will be deemed abandoned if Client does not respond within ten (10) calendar days of such notice.

If Client fails to respond within that ten (10) day period, the Project will be deemed abandoned. In such event:

a) All payments made to date are forfeited and retained by Company.

b) Company is released from any obligation to complete the Project.

c) Any future continuation of Services will require a new Agreement and may be subject to updated pricing.

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.

4.4 Retainer and Refund Policy. All initial payments are nonrefundable retainers. The retainer secures Client’s place in Company’s schedule and compensates Company for onboarding, administrative preparation, allocation of time, project planning, and reserving production capacity while foregoing other client opportunities.

Retainers are earned upon receipt and are not refundable under any circumstances, including but not limited to project delay, cancellation, change in scope, Client non-participation, or Project abandonment.

Except as expressly stated in this Agreement, all payments are nonrefundable. Any partial refund issued is at Company’s sole discretion and does not constitute an admission of liability or waiver of rights.

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 TERMINATION

8.1 Termination. Either party may terminate this Agreement in writing.

8.2 Termination and Amounts Due. In the event of termination by Client, all retainers and payments made to date remain nonrefundable. Client is responsible for payment of all Services rendered and expenses incurred up to the date of termination.

If termination occurs after a Project has been deemed abandoned under Section 3.3, Company retains all payments made and is under no obligation to resume Services.

If Company elects to terminate this Agreement for reasons other than Client breach, Company may issue a partial refund at its sole discretion.

8.3 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.

9.0 MISCELLANEOUS

9.1 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.

9.2 Entire Agreement. This document, along with any referenced project scope, represents the full agreement between parties. Changes must be made in writing.

9.3 File Storage. You are responsible for saving copies of any project files. We are not obligated to retain files beyond project completion.

9.4 Relationship. We operate as an independent contractor and are not your employee or agent.

9.5 Assignment. This Agreement may not be transferred or assigned without our written consent.

9.6 Severability. If any portion of this Agreement is found invalid, the rest remains in effect.

9.7 Governing Law. This Agreement is governed by applicable laws in the jurisdiction mutually agreed upon or where the Company operates.

10.0 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.