Service Agreement Terms — Review Draft

1. Contract, parties, and order of documents

The contracting provider is Puzinski LLC, not an individual personally, unless a separate personal undertaking is expressly signed. The client must be identified in the order form or statement of work (“SOW”), with an authorized representative for each party. An inquiry, website click, or displayed package is not a signed SOW.

A signed SOW identifies the version of these terms being incorporated. A later signed amendment controls an earlier one; a signed data-processing agreement controls data-processing conflicts; an SOW overrides these terms only where it expressly identifies the changed provision. Privacy notices describe practices and do not silently replace negotiated service obligations.

2. Defined scope and independent contractor

The SOW identifies the objective, deliverables, service areas, allowances, supported systems, dependencies, exclusions, milestones, review process, acceptance criteria, fees, support, and handover. Puzinski supplies services as an independent contractor and does not become the client’s employee or acquire authority to bind the client.

Monthly programs are defined delivery scopes with a prioritized queue, not a dedicated full-time role, unlimited simultaneous production, or an obligation to provide every listed agency service. Work beyond the signed scope needs a change order.

3. Client responsibilities

The client appoints a decision-maker, provides timely consolidated feedback, supplies accurate business information, and provides lawful access, assets, licenses, permissions, and instructions needed for the work. The client is responsible for the rights it grants in supplied material and for approving its factual, pricing, and product/service claims.

Account ownership, credentials, data access, and approvals must be arranged using an appropriate process. Do not send passwords or private records through the public inquiry form. Any regulated, sensitive, or business-critical use must be identified before the scope is accepted. Each party remains responsible for legal duties that cannot be reassigned by contract.

4. Changes, dependencies, and delays

New pages, formats, campaigns, channels, roles, integrations, features, revisions beyond the stated allowance, or materially changed assumptions are additional scope. A written change order states the effect on fees, milestones, and responsibilities and must be approved before the added work begins.

Dates depend on agreed access, content, approvals, third-party availability, and scope. Client delays can move the schedule or require work to be paused and rescheduled on reasonable written notice. Puzinski does not promise a universal one-week delivery or a launch date not stated in the SOW.

5. Fees, payment, and outside costs

Published starter sprints are paid in full before work begins. Larger launch projects and builds use agreed milestones. Monthly service fees are billed in advance only as validly agreed and authorized in the signed order. The signed SOW specifies the exact fee, currency, invoice due dates, payment milestones, taxes, reimbursable costs, and any deposit or advance. No payment is authorized by merely sending an inquiry. Media spend, software, hosting, AI/API usage, messaging, creator fees, and other third-party charges are separate unless expressly included.

For overdue undisputed amounts, Puzinski may pause affected services after written notice and a reasonable opportunity to cure, as specified in the signed agreement. Disputed invoice items should be identified promptly and discussed in good faith; undisputed sums remain payable. Late fees or collection-cost provisions apply only if specifically agreed and lawful.

6. Review, acceptance, and corrections

The SOW must define the review window, acceptance criteria, feedback process, and any included correction period. The client should identify material deviations from that scope with sufficient detail to reproduce or understand them. Correcting an agreed material nonconformity is distinguished from a new requirement or preference change.

Acceptance is documented under the signed SOW. This draft does not deem an inquiry, opening a preview, or silence alone to be final acceptance. Any deemed-acceptance mechanism must be specifically stated in the signed SOW and reviewed for the engagement. Launch approval, final payment, and handover follow the agreed sequence.

7. Final deliverables, retained tools, and licenses

Subject to full payment of applicable fees and a signed assignment provision, Puzinski assigns the copyrights it owns in the specifically identified final commissioned deliverables. Unselected drafts, pre-existing or reusable tools, methods, libraries, templates, know-how, and third-party components are excluded unless the SOW expressly says otherwise. Source files and source code are included only where identified in the SOW; the published starting app scope includes agreed source-code handover.

For retained Puzinski tools embedded in a paid final deliverable, the signed agreement should grant the client a perpetual, nonexclusive license sufficient to use, maintain, and modify that deliverable for its agreed business purpose, including through authorized maintainers. Standalone resale of retained tools requires a separate license. Third-party and open-source licenses continue to apply.

AI-assisted material may have limitations on copyright or exclusivity. No transfer can create rights Puzinski does not own. Licensed stock, fonts, music, models, software, and platform accounts must be identified and used under their actual license terms.

8. Confidentiality and publicity

Each party must use the other’s nonpublic information only for the engagement, protect it using reasonable care, and limit access to authorized people or providers with a need to know and appropriate duties. Information independently developed, lawfully public, or lawfully received without restriction is excluded. Required disclosure is limited to what the law requires, with prior notice where lawful.

An existing NDA remains applicable as agreed. Neither party may publish the other’s confidential information, customer records, logo, testimonial, or case study without the required written permission. High-level or reconstructed examples must not reveal protected information or imply an endorsement that was not given.

9. Data, security, AI, and regulated workflows

Before personal, sensitive, or regulated client data is processed, the parties must identify roles, lawful instructions, data categories, approved providers, access, retention, security requirements, human review, and incident contacts. A data-processing agreement, business associate agreement, international-transfer arrangement, or other schedule must be completed where required. These website terms are not any such agreement.

AI and automation use must follow the agreed scope. Restricted data must not be placed into unapproved models or tools. AI outputs and automated actions require the review, testing, and escalation appropriate to the use. No HIPAA, SOC 2, legal-compliance certification, zero-retention, or no-training promise is made without a substantiated, specific written commitment.

10. Platforms and marketing responsibilities

Third-party platforms control their own availability, policies, prices, approvals, account restrictions, APIs, and model behavior. The SOW identifies any monitoring, remediation, or replacement work included. A platform change does not create an unlimited rebuilding obligation.

For ads, influencer work, email/SMS, and creative, the scope allocates approvals, permissions, required disclosures, audience preferences, and account responsibilities. The client must provide truthful approved claims and authorized assets; Puzinski remains responsible for its own duties and agreed work. No specific campaign, lead, revenue, closing, SEO, or AI-search result is promised.

11. Support and ongoing work

The SOW distinguishes release corrections from routine care and new improvements. Supported assets, delivery allowance, contact channels, response window, release responsibilities, and any service levels must be stated. Round-the-clock or emergency support is not included unless expressly contracted.

A monthly plan begins and renews only on the signed terms. Before recurring billing, the client must receive the fee, frequency, term, cancellation deadline and method, and any setup costs, and provide any legally required authorization. A price change requires the agreement or notices and choices required by the contract and applicable law.

12. Ending the work and transition

Project cancellation follows the signed SOW and applicable law. Standard monthly plans are month-to-month with 30 calendar days’ written cancellation notice to the designated contact. Cancellation takes effect 30 days after receipt, or on a later date requested by the client, subject to applicable law. Fees properly due through that date remain payable; any prepaid amount for unperformed services after that date is reconciled under the agreement and law. A cancellation request is not refused solely because an invoice remains disputed or unpaid; properly owed amounts remain separately due. A party may terminate for a material breach not cured within the agreed written cure period; immediate restriction may be appropriate for unlawful instructions or a material security threat, to the extent lawful.

On termination, the parties reconcile work performed, lawful agreed cancellation charges, authorized noncancelable third-party commitments, and unearned advances. The client is not charged a penalty invented after cancellation. The agreement defines paid deliverables, transfer of accounts/access, data return/deletion, transition assistance, and any applicable fees. No blanket “all payments are nonrefundable” rule overrides law or unperformed obligations.

13. Performance standard and limitations

Puzinski will perform the agreed services with reasonable care and skill and address material nonconformities under the agreed acceptance/correction process. Express SOW commitments remain enforceable according to their terms.

Except for those express commitments and rights that cannot be excluded, no guarantee is made of uninterrupted third-party service, a defect-free system under every possible condition, security against every threat, or a particular commercial result. Operational safeguards, backups, and business-continuity responsibilities must be specified for a critical system.

14. Proposed liability allocation

To the fullest extent permitted by law, Puzinski’s total aggregate liability arising from an affected SOW is proposed to be limited to fees actually paid to Puzinski under that SOW during the twelve months before the event giving rise to the claim. The parties should evaluate this proposed cap against the data, operational risk, insurance, and scope before signing.

To the extent lawful, neither party is liable for indirect, incidental, special, or consequential loss, including lost opportunity or anticipated profit. These limits do not exclude fraud, gross negligence, willful misconduct, liability that cannot lawfully be limited, or a client’s obligation to pay amounts properly due. A separately signed data-processing or other schedule may expressly modify the allocation for its subject matter.

15. Client-supplied materials and third-party claims

To the extent permitted by law and stated in the signed agreement, the client will defend and indemnify Puzinski against a third-party claim arising from client-supplied material that infringes rights, client-provided unlawful product/service claims, unauthorized data supplied by the client, or a client instruction the client had no right to authorize. This does not cover loss caused by Puzinski’s own breach, negligence, willful misconduct, or unauthorized use.

The protected party must give prompt notice, reasonable cooperation, and appropriate control of the defense. No settlement may admit fault for or impose a nonmonetary duty on the other party without consent. Responsibility for claims caused by Puzinski’s original work should be expressly addressed in the SOW or negotiated agreement, not assumed away.

16. Disputes, New York law, and venue

The parties should first give written notice of a dispute and try in good faith to resolve it. This does not stop a limitation period from running or prevent urgent relief or a nonwaivable complaint. No mandatory arbitration, jury waiver, class-action waiver, or restriction on honest reviews is introduced by this draft.

To the fullest extent permitted by applicable law, these terms and disputes arising from them are governed by New York law, without its conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state courts located in New York County, New York, or, only when an independent basis for federal subject-matter jurisdiction exists, the United States District Court for the Southern District of New York sitting in Manhattan. Each party waives objections based on personal jurisdiction, venue, or inconvenient forum to the extent that waiver is lawful. This clause does not create federal jurisdiction, bind a person who has not validly agreed, prevent a complaint to a government authority, or override mandatory rights or venue rules that cannot lawfully be waived.

17. General agreement provisions

The signed documents constitute the engagement agreement for their subject matter. Amendments and additional scope require an agreed writing. Electronic signatures may be used where lawful. Neither party may bind the other through an unauthorized representative.

If a provision is unenforceable, remaining provisions continue only to the extent lawful. Confidentiality, properly accrued payment obligations, intellectual-property provisions, and dispute provisions survive as appropriate to their purpose. An event beyond reasonable control may justify delay as the signed agreement and law allow; it does not automatically erase all responsibilities or entitle a party to unearned payment.

18. Notices

The signed agreement must designate actual notice contacts and permitted methods, including a lawful and workable cancellation channel. The business mailing address and notices email above are confirmed. An online payment or subscription flow must not go live without any cancellation method and notices applicable law requires. This page does not alter statutory service-of-process requirements.