Legal Agreement

Terms of Service — Our Working Agreement

Digital presence, thoughtfully crafted. These terms outline the understanding between Sensly and our clients regarding the creation of digital experiences for wellness, mindfulness, and lifestyle brands.

Effective Date: January 1, 2024. By accessing or using Sensly’s website, services, or engaging in a project with us, you agree to be bound by these Terms of Service. If you do not agree to these terms, please do not use our services.

Services

Services Description and Scope

Sensly provides specialized digital services, including but not limited to web design and development, brand identity creation, and content strategy. Our scope of work is defined specifically for the wellness, mindfulness, and lifestyle sectors.

Scope: We agree to provide the services outlined in the individual Engagement Proposal, including all necessary research, design iterations, and development phases. Any additional work or scope creep beyond the proposal will be subject to a separate modification agreement and additional fees.

Deliverables: We commit to delivering high-fidelity visual assets, functional code, and documentation as specified in the project timeline. We reserve the right to use the work produced for our portfolio and internal case studies, provided client names and sensitive data are anonymized unless explicit permission is granted.

Financials

Payment Terms and Late Payment Policy

Initial Deposit: A deposit of 50% of the total agreed-upon fee is required prior to the commencement of any project work. The remaining 50% is due upon the final delivery of all project milestones and sign-off.

Net 30 Terms: Invoices are due within thirty (30) days of the invoice date. A late fee of 1.5% per month will be applied to outstanding balances that exceed the payment deadline. Sensly reserves the right to pause work on active projects until all outstanding invoices are settled.

Method of Payment: All payments must be made in USD via bank transfer or credit card, as requested in the invoice.

Intellectual Property

Intellectual Property and Asset Ownership

Upon full payment of all fees, Sensly transfers ownership of the final, approved deliverables (source files, design assets, and code) to the Client. This includes logos, color palettes, typography choices, and website source code.

Sensly Retains Rights: Sensly retains copyright to all preliminary drafts, concepts, and the underlying code structure unless expressly transferred in writing. We also retain the right to display completed work in our portfolio and marketing materials, with Client data redacted.

Privacy

Confidentiality Obligations

Both parties agree to maintain the confidentiality of any proprietary information, trade secrets, or sensitive data shared during the course of the engagement. This includes client lists, business strategies, and financial details.

Sensly will not disclose Client information to third parties unless required by law or necessary to provide the services outlined in the engagement proposal. Client data is handled with standard security protocols and is never shared for marketing purposes without explicit consent.

Risk

Limitation of Liability

Sensly shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to the use or inability to use the Services. Our total liability shall be limited to the total fees paid by the Client under the Engagement Proposal.

This limitation applies to damages related to website downtime, third-party integrations, or any errors in third-party APIs that are outside our direct control.

Relationship

Termination Conditions

Client Termination: The Client may terminate this agreement by providing thirty (30) days written notice to Sensly. Any work completed prior to termination will be billed at the standard rate, and any prepaid deposits may be forfeited if work has already commenced.

Sensly Termination: Sensly reserves the right to terminate the engagement immediately if the Client fails to make payments when due or breaches any other term of this agreement. In such cases, Sensly is not obligated to refund prepaid fees for work already completed.

Jurisdiction

Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Oregon, USA. Any disputes arising under this agreement shall be resolved exclusively in the courts of Oregon.

Contact

Legal Inquiries

For any questions regarding these Terms of Service, contract disputes, or legal matters, please contact us directly.

Email: legal@sensly.xyz