Terms of
Service.The commercial counterpart to Terms of Use. Governs every paid engagement with the firm — what's included, what's excluded, how scope changes flow, when invoices land, and the chain of authority for approving additional work.
These terms govern paid work, not site browsing.
What counts
as a paidengagement.
An engagement begins when you book a Strategy Call, sign a Master Services Agreement, or remit a deposit against a published quote — whichever happens first. These Terms govern the work from that moment until the engagement is closed in writing.
Three events trigger these Terms — any one is enough.
(a) Booking and paying for a Strategy Call. (b) Countersigning a Master Services Agreement. (c) Remitting a deposit against a written quote. Whichever occurs first marks the start of the engagement. A written kickoff confirmation follows from the firm within two business days.
Where these Terms and your MSA disagree, the MSA wins.
These Terms are the baseline applied to every engagement. Your MSA can narrow, widen, or override specific terms — and where it does, the MSA's language controls. Where the MSA is silent, these Terms fill the gap.
You confirm you have the authority to bind your company.
If you sign on behalf of an organization, you confirm you have the authority to do so. If that authority is later contested, the firm reserves the right to pause work pending written confirmation from a duly authorized representative — fees accrued remain payable.
The three
standard tiers,and what they include.
The firm offers three published engagement tiers. Bespoke retainers and project-based work are negotiated case by case and run on a custom Statement of Work attached to the MSA. Detailed inclusions for each tier live on /bespoke-pricing; the binding language for them lives here.
- Strategy Call
- Single session · $250 – $75060 to 90 minutes. Written summary delivered within 48 hours. Non-refundable once session runs.
- Founder's Build
- Fixed-scope project · $2,500 – $6,0004 to 8 weeks. 50% deposit on kickoff, balance on delivery. Refundable in part if cancelled before kickoff.
- Launch Retainer
- Monthly retainer · $3,500+Rolling monthly. 30 days written notice to terminate. Fees prorate to day of cancellation.
Every tier carries a published inclusion list.
Strategy Calls include the session, a written summary, and one round of follow-up questions by email. Founder's Builds include discovery, strategy, deliverables, and one round of revision per deliverable. Launch Retainers include a defined hours-or-deliverables envelope per month, written specifically into the MSA.
Anything not listed is out of scope.
Out-of-scope work includes: additional revisions beyond the included rounds, work in disciplines not named in the SOW, deliverables in formats not specified, and rush turnarounds shorter than the standard timeline. Out-of-scope work can be added per Clause 04.
Where a discipline requires it, the firm engages 1099 contractors.
Specialist work (patent counsel, regulated-industry advisors, niche technical implementation) is delivered by 1099 contractors engaged under the firm's Contractor Agreement. Contractors operate under the firm's supervision; the firm remains your single point of accountability.
How fees are
set, billed,and paid.
Fees are quoted in writing before work begins — no engagement starts on a verbal estimate. Strategy Calls are invoiced on booking; Founder's Builds carry a 50% deposit on kickoff with the balance on delivery; Launch Retainers invoice monthly in advance.
- Currency
- USDOther currencies by MSA addendum.
- Payment Terms
- Net 15 from invoiceWire / ACH / card. Card carries 3% surcharge.
- Late Fees
- 1.5% per monthBegins 15 days after due date.
- Tax
- Client responsibilitySales tax and VAT added where applicable.
Invoices issued from accounting@bespoke-business.com.
Strategy Calls: invoiced at booking, payable before the session. Founder's Builds: 50% deposit invoiced at kickoff confirmation, balance invoiced on delivery. Launch Retainers: invoiced on the first business day of each month for the month ahead.
Work pauses when an invoice is 15 days past due.
The firm sends a reminder at day 7 and a second at day 14. At day 15, active work pauses and deliverables-in-progress are held pending settlement. Active retainers may be paused or terminated at the firm's discretion if the balance remains outstanding beyond 30 days.
Disputed line items pause only the disputed amount, not the whole invoice.
If you dispute a specific line item, pay the undisputed balance and write to accounting@bespoke-business.com with the dispute. The firm responds within 10 business days with a credit, an explanation, or both. The disputed portion does not accrue late fees during this window.
Reasonable pass-through expenses are billed at cost.
Travel, licensed assets, third-party software for the engagement, and other pre-approved expenses are billed at cost on the same invoice as the related fees. No markup. Receipts available on request. Expenses above $500 require written pre-approval.
How additional
work is approvedand priced.
Engagements drift. New ideas emerge. The firm's job is to recognize when a request is in scope, when it isn't, and to put a written change order in front of you before any out-of-scope work begins. No surprises on invoices.
Recognize
When a new request would extend timeline, add deliverables, or pull in a discipline not named in the SOW, the firm flags it as a scope change within one business day.
Quote
The firm provides a written change order with cost, timeline impact, and any dependencies — typically within two business days, faster for time-sensitive items.
Approve
You approve in writing — an email reply or a portal acknowledgment is enough. Work proceeds against the change order; the change order is appended to the SOW.
One named approver per engagement.
The MSA names a primary approver — typically the founder, an operations lead, or a project sponsor. Change orders are valid only when approved by the named approver or their written delegate. The firm will not proceed on verbal authorization or approval from someone not named in the MSA.
Time-critical requests can proceed on a written go-ahead pending a formal change order.
When a deliverable hinges on responding inside a 24-hour window, the firm may proceed on an email "Go" from the approver, with the formal change order issued within two business days. Fees accrue from the go-ahead.
What you
own athandoff.
Ownership of every deliverable transfers to you on full payment of the invoice that covers it. Pre-existing intellectual property — the firm's frameworks, methodology, and reusable components — remains with the firm and is licensed to you for use inside the deliverable.
- Work Product
- Transfers to clientOn full payment. Includes source files, design files, code, copy, and final deliverables.
- Pre-existing IP
- Stays with the firmFrameworks, libraries, and methodology. Licensed to client for the deliverable.
- Third-Party IP
- Per licenseStock imagery, licensed fonts, third-party libraries follow their own terms.
Title to the work product passes when the related invoice is paid in full.
Before payment, deliverables are made available for review on a non-exclusive, non-transferable basis for the purpose of approval only. After payment, full ownership transfers, including the right to modify, redistribute, and resell (subject to any third-party licenses inside the deliverable).
The firm's reusable IP is licensed, not assigned.
Where a deliverable incorporates the firm's pre-existing frameworks, code libraries, design patterns, or methodology, the client receives a perpetual, royalty-free, non-exclusive license to use that IP as part of the deliverable. The firm retains ownership and the right to reuse the same IP across other engagements.
The firm may reference the engagement in case studies — with your approval.
Anonymized references (industry, scope, outcome) require no approval. Named case studies require your written approval of the wording. Confidential details, financials, and unpublished work are never included in portfolio materials.
What we need
from you,on time.
Most engagements that drift do so because materials, decisions, or sign-offs arrived late. To keep the schedule honest, the firm publishes the items it needs and the windows they're needed in. Missed windows shift the timeline — the firm doesn't absorb your delays into its margin.
Deliver the information requested at kickoff within the kickoff window.
The kickoff checklist names every brief, asset, account access, and stakeholder introduction needed to start work. The firm requests these in writing; you deliver them within the window stated on the checklist (typically 5–10 business days). Late delivery shifts downstream milestones day-for-day.
Review and respond within the approval windows.
Standard approval window is 5 business days from delivery. If no response is received within 10 business days, the deliverable is deemed approved and the next milestone proceeds. Both parties may extend the window by written request.
What you tell us must be true to the best of your knowledge.
The firm relies on the accuracy of information you provide — facts about the business, the market, prior commitments, and existing IP. If information later turns out to be materially inaccurate, the firm reserves the right to revisit the affected deliverables and bill for the rework.
Information
flows bothways.
A separate Confidentiality Agreement is signed at kickoff for any engagement that touches sensitive information. The terms here cover what applies before that agreement is signed and what survives after the engagement closes. Both run mutually.
- Default Posture
- Treat as confidentialAnything shared in the course of the engagement that a reasonable person would treat as confidential.
- Carve-outs
- Public, prior, or independentInformation that is already public, already known, or independently developed is not bound.
- Survival
- 3 years post-closeOr as specified in the engagement-specific Confidentiality Agreement.
The full Confidentiality Agreement supersedes this clause.
For engagements that touch sensitive information (most do), a standalone Confidentiality Agreement is signed at kickoff. Once signed, that agreement's terms control for the engagement; this clause continues to apply to information shared before signing.
How an engagement
ends — on time,or before.
Most engagements close on schedule, on delivery of the final milestone. Either party may end an engagement early under the terms below. Where work has been done and not yet invoiced, the firm invoices on termination for work delivered up to the termination date.
- Strategy Call
- 24 hours reschedulingCancel inside 24 hours forfeits the fee. Reschedule before that is free.
- Founder's Build
- 7 days before kickoffCancel before kickoff: deposit refunded less booking fee. After kickoff: fees through milestone delivered.
- Launch Retainer
- 30 days written noticeEither party. Fees prorate to last day of notice period. WIP delivered or held per client preference.
Either party may terminate immediately for material breach.
Material breach includes: non-payment beyond 30 days, repeated failure to meet client obligations under Clause 06, breach of confidentiality, or conduct that exposes the firm to legal or reputational risk. Termination for cause requires a written notice identifying the breach.
Work-in-progress is delivered, fees through termination are payable.
On termination, the firm delivers all completed work and any work-in-progress in its current state. Fees for work delivered up to the termination date are invoiced and payable on standard Net 15 terms. Ownership transfers per Clause 05 once those invoices are paid.
Confidentiality, payment, and IP clauses survive termination.
The obligations in Clauses 03 (Fees), 05 (Deliverables & IP), 07 (Confidentiality), and 09 (Liability) continue to apply after termination for the periods stated in each. All other obligations end at termination.
What we
warrant —and the cap.
The firm warrants that deliverables will materially conform to the SOW and that work will be performed with the care and skill reasonably expected of a professional firm. Outside that warranty, deliverables are provided "as is," and total liability is capped at the fees paid for the engagement in the twelve months preceding the claim.
Deliverables will materially conform to the SOW.
If a deliverable materially fails to conform to the SOW, notify the firm in writing within 30 days of delivery. The firm will correct the non-conformance at its own expense or, if correction is not commercially feasible, refund the portion of fees allocated to the affected deliverable.
Total liability is capped at fees paid in the 12 months preceding the claim.
The firm's aggregate liability under any engagement is capped at the total fees paid for that engagement in the 12 months preceding the claim. This cap is reciprocal — clients may invoke the same cap against the firm on the same terms.
Indirect, consequential, and punitive damages are excluded.
Neither party is liable for indirect, consequential, incidental, or punitive damages — including lost profits, lost data, lost business opportunity, or reputational harm — even if advised of the possibility. The exclusion does not apply to claims arising from gross negligence, willful misconduct, or breach of confidentiality.
Florida law
by default,or your jurisdiction by MSA.
Default governing law is Florida; default venue is Miami-Dade County. Clients operating elsewhere can negotiate venue and governing law in the MSA. Disputes route through Direct Conversation → Written Complaint → Mediation → Arbitration per the Legal Department's Dispute Resolution chapter.
| Step | Process | Window |
|---|---|---|
| 01 · DIRECT | Direct conversation with the engagement owner | 14-day written summary |
| 02 · WRITTEN | Written complaint to legal@ | 48 hr ack · 10-day reply |
| 03 · MEDIATE | Non-binding mediation (AAA or JAMS rules, 50/50 cost) | Scheduled within 30 days |
| 04 · ARBITRATE | AAA commercial arbitration, single arbitrator | Final & binding |
JURISDICTION OVERLAYS
International clients may negotiate governing law and venue in the MSA. The firm agrees to the client's jurisdiction where deliverables are consumed locally. GDPR, UK GDPR, PIPEDA, and APPI overlays ride on top of the MSA for clients in those territories.
CLASS-ACTION WAIVER
Disputes are resolved individually, not as part of a class or consolidated action. The waiver is reciprocal and severable — if the governing jurisdiction does not enforce it, the rest of the dispute-resolution framework continues to apply.
Where each
questionactually goes.
Engagement matters route to different inboxes by topic. Routing them correctly saves a forward and gets you a faster answer.
Legal questionsabout these Terms.
Clause interpretation, change requests on the MSA, takedown notices, and disputes route here. Response SLA is 48 hours on business days.
legal@bespoke-business.com →- Billing
- accounting@bespoke-business.comInvoices, W-9s, payment methods
- Sales
- Free ConsultationNew engagements, scope changes pre-MSA
- Support
- Contact UsGeneral questions, partnership pitches
- Privacy
- privacy@bespoke-business.comData subject requests
The terms
behind thework.
These Terms run mutually. What we ask of you we hold ourselves to. If anything reads ambiguously, the Legal Department welcomes the question — that's how the next revision improves.