Master Services Agreement

v1.6

This is a Consulting Agreement between DeepIdea Lab LLC (“DeepIdea Lab”, “we,” “us,” “our”) and any individual, entity, or organization that procures our consulting products or services (“you” or “your”).

If you have any questions about this agreement, you can email [DeepIdea Lab](mailto:[email protected]?subject=Question%20About%20Your%20Terms%20%26%20Conditions).

Acceptance of Terms: Any work that we do for you is governed by the terms and conditions that you’re reading now. If you don’t agree to these terms, we can’t provide you with any services. This agreement is a binding contract between you and DeepIdea Lab.
Terms May Change: You should know that, periodically, we may change the terms and conditions in this document, including the amount of our fees. If we do change them, the new terms and/or pricing will become effective for you on the next date on which your services with DeepIdea Lab renew or you commission another project from us. We will give you at least thirty days to review these changes before new pricing and terms take effect.
Currency: DeepIdea Lab prices most services in United States Dollars (USD). The second most common currency we use is EUR. Unless expressly stated, all financial figures quoted in our proposals and direct communication are in USD. All foreign currency exchange rates will use the IHS Markit rates against USD.
Commissions: From time to time, we may recommend specific software services to our clients that we research and value ourselves. Some software providers may pay us a referral fee if a client purchases upon our recommendation.
Payment Protocol: We have five engagement models, suited to our various services and products, and client preferences:
1. Hourly Project: We charge an hourly rate for hourly-type projects. This is the default engagement model and usually suits projects that are under one full week of working hours. Our rate is $130 USD per hour unless otherwise stated in writing. An estimate of working time can be given but is not a guarantee. Invoices are sent at the end of the month or end of the project if happening first and shall be subject to our standard payment terms.
2. Fixed-Scope Project: We charge a fixed fee for fixed-scope projects. Our fee will be clearly stated in our proposal and is based on the parameters of the individual project and not upon time units. This practice is a core part of our code of conduct, safeguarding ourselves and you from unethical behavior. Unless otherwise agreed, our terms are 50% upfront and 50% on handover (or 100% upfront for projects under $5000 USD). If the client is not giving news (for example not replying to our emails) after 1 month, the project is closed. To reopen the project there is a reactivation fee of 20% of the total project value. DeepIdea Lab reserves the right to not accept to reopen projects (for example if there is not time for it or the service isn’t offered anymore).
3. Retained Services: We take your ongoing payments by Credit Card, ACH, or SEPA Direct Debit. At project kickoff, we will provide a link via which you will provide valid payment details for debit payments to be taken automatically on an agreed basis, normally monthly. We use industry-standard third-party vendors to manage our payment system and your information. You agree to keep your billing information current and agree that you’re solely responsible for failing to do so. You can cancel your subscription by emailing us at [email protected] at least 30 days before your next renewal date.
4. Agile Engagement: Where the scope is not clear, we define the project in terms of units of effort termed sprints which are executed sequentially in an open-ended fashion. Unless otherwise stated a sprint shall consume 20-24 labor hours across all disciplines as required by the project objectives and shall span three to five working days.
5. Training & Workshop Products: Certain of our educational services are ‘bundled’ and offered at a fixed price. Payment for these will be taken by Credit Card, ACH, or SEPA Direct Debit, 100% upfront.
6. Performance Fees: In some instances, we agree to work with clients in return for a reduced or eliminated consulting fee plus an agreed annuity payment contingent on the improved commercial performance of aspects of the business we contribute to; we refer to these as ‘gains’. In this instance, we forego our usual fee structure in lieu of the special terms outlined in this paragraph. Unless otherwise expressly stated, our fee terms for this engagement type shall be as follows:
  
  SSA1: $3000 per month retainer element plus 10% annuity share of incremental gains above the baseline, or
  
  SSA2: $6000 per month retainer element plus 5% annuity share of incremental sales above the baseline.
  
  Further Shared Success Agreement terms:
  1. Unless otherwise expressly stated, the baseline will be taken as the averaged monthly trend in sales based on six consecutive months prior to the date our agreement begins.
  2. Either party may terminate the Shared Success Agreement with 60 days’ notice, therefore canceling the monthly fee.
  3. The gain share percentage is applied to everything above the baseline, it does not apply to sales below the baseline, i.e. it is 5/10% of all extra sales or cost savings, not existing ones.
  4. Unless otherwise expressly stated, our annuity share will remain active for a period of 12 months following the cessation of our involvement to allow an appropriate amount of time for our contribution to bear fruit. This remains the case even in the event either party ends the agreement. In this case, the beginning of the 12-month period shall be the end of the final day of the notice period.
  5. The minimum initial Shared Success Agreement duration shall be three months.
  6. You agree to report transparently on the commercial performance of our contribution and to make known to us any information that is material to the effectiveness of our combined efforts.
  7. We will invoice you for the correct annuity amount each month, separate from the retainer element which is collected by Credit Card, ACH, or SEPA Direct Debit. These invoices shall be subject to our standard payment terms.
7. Trial: If a trial is agreed, the work will be billable at the standard hourly rate of $130, whether or not it’s successful. We do not offer any free trial of our services and consultancy.
8. Standard Payment Terms: Unless otherwise expressly stated in a proposal, quotation, or online webpage with integrated payment features, invoices are payable within 15 days.
9. Rollover hours: For recurring subscriptions, the hours not used included in a development package can roll over up to three months, as long as the subscription remains active.
Expenses: You agree to pay reasonable expenses where these are incurred in connection with the delivery of services to you. These will be included in your statement each calendar month. Billable expenses include, but are not limited to the following items:
1. Travel: Mainland US and EU road travel is billed at IRS standard rate per mile. Rail (first-class) and air travel tickets will be billed at cost. Long-haul flights before 10 am may require airport hotel accommodation the previous night, and all flights are taken in connection with our work shall be in business class as standard.
2. Travel Time: Travel time totaling more than two hours in a 24h period will be payable, and a travel rate of $60.00 per hour will be applied to your next invoice.
3. Accommodation: You agree to pay for overnight accommodation where our physical presence in connection with our work for you falls between the hours of 19:00 - 07:00 the day before, the day of, or the day after the engagement, in the local time zone. Four-star hotel rooms will be used as standard. This will be billed at cost and added to your next invoice.
4. Sustenance: Where we incur travel of more than two hours total in a 24-hour period, you agree to pay for reasonable food and refreshments costs, accounting for the time of day (i.e. travel around mealtimes). This will be billed at cost and added to your next invoice.
5. Sub-contractors: Except when part of our Retained Services agreement with you; where we manage third-party contractors entirely on your behalf but where the sub-contractors invoice you directly, we will apply a management fee equal to 10% of their invoiced amount to cover our own administration and management costs. This will be added to your next invoice.
6. Material: Where we incur material costs on your behalf, such as media, physical items, and any software which will be entirely transferred to you in the course of our work. This will be billed at cost and added to your next invoice.
Taxes: You agree you are responsible for payment of all applicable sales and use taxes such as VAT at the normal rate, as specified by the government.
Refund: You’re welcome to a refund of what you’ve paid to us if we do not meet the objectives as stated in your proposal. Our training and workshop products are not subject to refunds and are offered on an as-is basis. All refund requests must be accompanied by a reasonable justification and you must prove beyond reasonable doubt that you fulfilled your own responsibilities.
Termination: Either of us can decide to terminate the relationship for any reason by sending a notice in writing. At that point, your billing will stop and we'll transfer any relevant logins and accounts over to your control. We’ll provide notice at the e-mail address you provide in agreeing to our services. [You can provide notice to our e-mail address here](mailto:[email protected]?subject=Cancelling%20Services). Note that previously-billed months of retainer services are not refundable.
1. For the retainers’ services, the termination can be done anytime, but at a minimum of one month in advance, by writing.
No Guarantee of Results: We provide information as-is; it's up to you to act on it. Your organization needs to be structured such that it can accept our advice and use it meaningfully. Additionally, we make no guarantee about the number of leads, sales, conversions, click-throughs, impressions, or any return on investment resulting from our work with you.
Design Changes: As part of our services, we may implement changes to your site and analyze your users’ behavior. You acknowledge that those changes might have a negative impact on how users interact with Your site, including impacts on sales, leads, conversions, click-throughs, etc. You further acknowledge that any live changes made to your website by you during the course of any project may make our analysis, conclusions, and recommendations, inaccurate. You agree that DeepIdea Lab isn’t and won’t be liable for any losses or liabilities arising from changes made to your website.
Code Additions: To conduct analysis, we need to add a small amount of code to your website's <head> tag, or Our analysis services won't work. You agree to provide us with any information that we need to accomplish this. We will not share or otherwise disclose this information to anyone outside of the company at any time.
Intellectual Property Ownership:
1. Use of our Proprietary Tools: From time to time, we may give you access to proprietary tools we have developed. If the terms of access are not stipulated in your proposal, the period of access is to be taken as twelve months. We retain exclusive ownership of the IP but grant you a license to use it for the agreed period. Copying, modifying, and sharing the IP is strictly forbidden without our express written permission. Upon conclusion of the access term, you agree to cease use of the tool(s) unless express written permission is obtained from us.
2. Website changes: Any changes to your website that we make for you are owned by you forever, subject to our rights assignment clause, detailed below. Such changes will take the form of HTML, CSS, JavaScript, or other code as well as the configuration of tools such as CMS, CRM, and other business software systems. Except to the extent that we use code that we’ve developed for use with other clients, we assign all rights, titles, and interests, in such changes to you. To the extent that any of the code we’ve previously developed is incorporated into the changes we make on your site, we grant you a non-exclusive license to use that code as we’ve incorporated it into your site (but we grant no other rights). Note that nothing in this paragraph grants you any rights to our own website or the content on it.
3. Rights Assignment: We retain ownership and exclusive use of all IP (including but not limited to code, visual content or written content, trademarks, copyright or original concepts) created or modified by us until our fee is paid in full. When our fee is paid in full by you, we assign the rights to you in line with the relevant sections of this agreement. If you do not pay our fee, we remain its owner and we may use any legal means afforded us to prevent you from using the IP. This may include the termination of your and any third-party’s access to the content.
Limitation of Liability: OUR LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES THAT WE PROVIDE, ANY CODE THAT WE INSTALL ON YOUR SITE, ANY REPORTS THAT WE PROVIDE, OR ANY OTHER MATERIALS PROVIDED AS PART OF OUR SERVICES, IS LIMITED TO CORRECTION OF THE SERVICES OR MATERIALS. IF CORRECTION IS NOT POSSIBLE OR IMPRACTICAL, THEN OUR LIABILITY IS LIMITED TO A REFUND OF ANY FEES PAID TO DEEPIDEA LAB BY YOU UNDER THIS AGREEMENT. THIS LIABILITY LIMIT APPLIES TO ANY LEGAL THEORY OF DAMAGES, INCLUDING NEGLIGENCE, CONTRACT, WARRANTY, OR OTHERWISE AS MAY BE APPLICABLE. WE WON’T BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification: You agree to indemnify, defend, and hold DeepIdea Lab, its owners, directors, officers, employees, contractors, agents, and affiliates harmless against any third-party claims of copyright, trademark, trade secret, or other intellectual property infringement brought against DeepIdea Lab for using any of the materials that you provide to us to perform services for You or otherwise resulting from any breach by You of this agreement. In other words, if someone sues us for working with material that you’ve provided to us, you agree to pay our legal fees and any losses or liabilities that we might suffer as a result.
Publicity: Referrals are how we're able to get work in the future, and we love showing off client victories.
1. You grant us the right to mention the following on our website, and in our marketing and advertising collateral: your company’s name; the work that we did for you, described generally; and the relative impact that our work had on your business (e.g., X% increase in sales allowed company Y to hire new employees).
2. You also grant us the right to link to your website.
3. The rights granted to us are non-exclusive and irrevocable. We additionally retain the right to acknowledge our authorship of work done for you in an advertising and marketing context. Changes to these rights should be agreed upon in writing before you make your first payment.
Business Hours: DeepIdea Lab’s normal business hours are 09:00 am - 18:00 pm, in our local timezone (Miami, US). The timezone can variate due to remote work. We agree to put in a reasonable effort to reply to anything DeepIdea Lab-related during business hours. Dates we do not work included: main US bank holidays. We also take holiday and will give notice of any overlap with your projects.