Effective date: Sep 07, 2020
Project Terms & Conditions
The following terms and conditions apply to software, software integrations, Software as a Service (SaaS), software consulting, software development, website design, chatbot design and marketing, ManyChat flows, free and paid advertising, marketing, customer service, press releases, content creation, and technology integration projects (“Project” and/or “Project(s)”).
Confidential Access to Data & Other Software Accounts
During the design, development, and testing or your Project, The Chat Agency, Inc. will often require access to data and/or access to other software or Software as a Service (SaaS) accounts you use. All data you provide and all data contained within software and SaaS accounts you use shall be considered to be confidential and shall not be disclosed to any third parties that are not contracted by That Chat Agency, Inc. to perform work on your Project. Delays in providing said data or login credentials or changes in login credentials without notification of said changes may delay the delivery of your Project and may require certain portions of your Project to be rescheduled.
Potential Risks to Your Accounts on Third-Party Platforms
Taking the above into consideration, we cannot be held liable to you or any third-party for damages, including lost profits, lost savings, or any other incidental, consequential or special damages, even if you have advised us of them.
TCA does not represent Amazon, Facebook, Instagram, Google, YouTube, Shopify, Big Commerce, WooCommerce, eBay, or Etsy in any way.
Any changes made to the Project after the Project’s terms, scope (deliverables) and pricing have been agreed upon will be considered to be “change orders” and in many cases will incur additional costs and impacts to the Project delivery dates. Change order requests will be quoted and sent for your approval and upon payment for the change order, will be added to the Project schedule. Omissions or inaccurate descriptions of Project requirements or of your business processes may constitute change order(s). The best way to minimize change orders is to communicate (with as much clarity as possible) exactly what you want, how you want it to work, and for you to communicate precisely how your business processes work. In our experience, most change orders occur due to uncommunicated desires and/or improperly described business processes.
Invoices are due upon receipt. We include a five (5) day grace period ending on the fifth day after the invoice is sent to you. If you choose not to make timely invoice payments, our work on your Project will be paused until the invoice(s) is/are paid in full which will delay the delivery of your Project and/or Project deliverables. While partial payments are accepted, work will not be resumed until the invoice is paid in full as we are not capable of “partially” working on your Project. In the event your invoice is overdue by thirty (30) days or more, regardless of whether or not partial payments have been made, The Chat Agency, Inc. reserves the right to cancel your Project and to provide you with an invoice for work completed subject to these Project Terms and Conditions so The Chat Agency, Inc. can allocate its resources to clients who choose to pay in a timely manner. We fully believe that you can only expect your clients to pay you with up to the same level of speed and commitment with which you pay your own partners and vendors, and for this reason, we wouldn’t do you the disservice of encouraging overdue or partial payments.
Access to and Use During Development
During the design, development, and testing of your Project, The Chat Agency, Inc. may provide you with full or partial access to your Project for the purpose of reviewing progress and providing feedback. Said access does not constitute delivery of your Project to you and your Project should not be used in your business operations until such time that your Project has been paid for and delivered to you. Use of your Project prior to final payment and delivery may expose your business to potential negative impacts for which The Chat Agency, Inc. shall not be liable and may delay the delivery of your Project as use of your Project by you or your affiliates may introduce or inadvertently lead to additional work on your Project.
3rd Party Software Platforms
Your Project may utilize a third (3rd) party software platform (“3rd Party Platform”) upon which your Project will be built or to which your Project will be connected. During the development and testing phase of your Project, we may set up administrative logins for said 3rd Party Platforms using names and/or email addresses belonging to The Chat Agency, Inc. while placing your payment method on file with the 3rd party platform and due to the sensitive nature of and ability to detrimentally alter your Project, we reserve the right to decline requests to turn over, change, or add additional administrative login emails and passwords for 3rd Party Platforms until such time that your Project has been paid for in full and delivered to you. The Chat Agency, Inc. shall not be held responsible nor liable for any issues with the functionality of your Project(s) nor for any of its components once you have administrative access to any 3rd Party Platform as The Chat Agency, Inc. may not be notified of any updates or changes required by said 3rd Party Platform, The Chat Agency, Inc. may lose access to said 3rd Party Platform and any change(s) you or your affiliates may intentionally or inadvertently make are outside of the control and quality control measures of The Chat Agency, Inc.. In the event your payment method is not added to the 3rd party platform until your Project is completed, we will send you an invoice for the costs of the 3rd party platform which will be added to the costs of your Project.
Ownership of Intellectual Property
During the design, development and testing phases of your Project, ownership of any Intellectual Property (IP) developed by The Chat Agency, Inc. and/or its subcontractors, freelancers, developers, and designers with or without contribution from you or your affiliates shall remain the property of The Chat Agency, Inc. until such time that your Project has been paid for in full regardless of whether or not your payment method has been used to pay for any 3rd Party Platforms upon which your Project has been built or to which your Project has been connected. If your Project proposal and agreement divides your Project into different phases or deliverables, said phases or deliverables will remain the property of The Chat Agency, Inc. until such time that said phase or deliverable has been paid for in full regardless of whether or not your payment method has been used to pay for any 3rd Party Platforms upon which your software or SaaS has been built or to which your software or SaaS has been connected as any payments to 3rd Party Platforms do not represent payments towards your Project.
Unless otherwise stated in your Project’s agreement, during the design, development, testing and for the two weeks following delivery or your Project, The Chat Agency, Inc. shall provide technical support for your Project. Ongoing support for your Project may be negotiated with The Chat Agency, Inc. per separate agreement.
Cancelation of Project(s), Phase(s) or Deliverable(s)
In the event you choose to cancel or stop work on your Project after work on your Project has started, The Chat Agency, Inc. shall provide to you a price for the work which has been completed. Due to the costs of allocating time and resources to your Project, at the discretion of The Chat Agency, Inc. a cancellation fee of up to 25% of the price of the Project(s), Project phase(s) or Project deliverable(s) shall apply and be due and payable at such time that The Chat Agency, Inc. is notified of your desire to cancel said Project(s), Project phase(s) or Project deliverable(s). Said cancellation fee shall be in addition to the price of said Project(s), Project phase(s) or Project deliverable(s). Any work completed as part of a project, phase or deliverable which has been canceled after work has been started shall remain the property of The Chat Agency, Inc. and The Chat Agency, Inc. shall reserve the right to remove said work from any 3rd Party Platforms or previously delivered software until such time that said work has been paid for in full.