FIXED ENGAGEMENT AND UPFRONT PAYMENT CONTRACT TERMS

Engagement + Payment Terms

The Statement of Work, by and between the Awesome Business, LLC (“the Provider”) and [CLIENT] (“the Client”), is effective as of the date of the last signature hereto and is subject to the Payment Schedule, Fee Rates, and Terms in this section.

Fixed-Price Statement of Work

The Client will pay for authorized expenses as outlined in the Statement of Work. The Provider shall only invoice and will only be compensated for authorized expenses as outlined throughout the Statement of Work document with the Client.

Refunds

After project initiation and payment submission, the Provider cannot provide a refund in case of project cancellation, regardless of the completion stage. This policy ensures we can allocate resources and plan work schedules effectively.

Travel Expenses

There is no travel outlined in the Statement of Work; as such, the Provider will not invoice the Client for time spent traveling to and from engagement location(s) unless the Client requests the Provider to travel and the Provider agrees to travel. The Client will incur all travel (mileage, gas, hotel(s), flight, rentals) + food costs for any member representing the Provider in a work capacity during a trip, subject to fees outside the fees outlined in the Statement of Work. Travel expenses will be itemized with receipts and invoiced on the first of the month for the prior month’s travel expenses.

Additionally, travel time (commuting) and time spent with the Client during a trip will be billed to the Client for those hours with the itemized expenses on the first of the month for the prior month’s travel expenses.

Client Responsiveness, Delayed Launch, Deviation, and Change Requests

The timely completion of the Statement of Work is contingent upon client responsiveness. Delays in approvals, feedback, or information from the Client may affect the project's start date, launch timeline, or completion date. The Provider reserves the right to adjust the timeline or invoice additional costs subject to Additional Fees for Unknowns and Unforeseen Issues detailed below due to such delays. Prompt responses to requests for information, feedback, or approvals are essential to prevent engagement delays.

If the Client chooses to deviate from the scope of work and deliverables in the Statement of Work, the Provider cannot guarantee completion of the exact work outlined or the quality of work detailed within the originally agreed-upon fixed engagement price. Deviations may necessitate and be subject to additional fees outlined in Additional Fees for Unknowns and Unforeseen Issues.

The Provider is committed to adapting to the evolving needs of the Client, it is understood that the Client may request a change to deliverables and tasks defined in and covered by the Statement of Work at any time during the engagement. The Provider will assess the change request and provide a written amendment describing the scope of change and the associated time, effort, and cost involved in completing the request. Upon approval by the Client, the Provider will provide an Addendum to the Statement of Work for approval and proceed with the change implementation.

The Client acknowledges that the Provider reserves the right to classify work that deviates from the Statement of Work and/or timeline for Client Responsiveness, Delayed Launch, Deviation, or Change Request costs.

Additional Fees for Unknowns and Unforeseen Issues

1. Due to the absence of comprehensive business documentation, process information, and existing system details from the Client, it is anticipated that this project may encounter unknown and unforeseen issues that could require additional effort and resources beyond what is initially estimated in the Statement of Work.
2. If the Provider encounters unknown or unforeseen issues during the project execution that necessitate additional work beyond the scope outlined in the Statement of Work, the Provider reserves the right to invoice and collect additional fees to cover the costs associated with addressing these issues.
3. Before invoicing any additional fees, the Provider shall provide the Client with a written notice detailing the specific unknown or unforeseen issues encountered, the proposed actions to resolve them, and a comprehensive breakdown of the additional costs incurred. This notice shall be provided to the Client within a reasonable timeframe, allowing for the Client's review and approval.
4. The Client shall have the right to review, approve, or reject any proposed additional fees associated with unknowns or unforeseen issues. If the Client rejects the proposed additional fees, both parties agree to negotiate in good faith to reach a mutually agreeable resolution. If a resolution cannot be reached, the Provider reserves the right to adjust the project scope, timeline, or deliverables to accommodate the available budget and resources. The Client acknowledges Boisterous Lab’s refund policy (above) applies to the mutually agreeable resolution.
5. If the Client approves the proposed additional fees, the Client shall be invoiced accordingly based on Boisterous Lab’s hourly consulting rates listed below, and payment shall be due in accordance with the payment made within two weeks of the invoice date. Any changes to the project scope, timeline, or deliverables resulting from the approved additional fees shall be documented in a written amendment to the Statement of Work, signed by both parties.

Billing & Payment

The Provider will bill the Client in full for the agreed-upon engagement costs.

100% of the fees for the Statement of Work must be paid in full by the Client before initiating the Statement of Work by the Provider. The Client agrees to the 3% service charge fee for paying by a credit card.

Requirement for Administrative Access

The Provider requires the appropriate administrative access to all relevant platforms, accounts, and assets. Granting the appropriate level of access ensures that our team can perform tasks as outlined in the Statement of Work to the designated engagement timeline to prevent additional costs per the Client Responsiveness and Delayed Launch section in the terms. We adhere to the highest standards of security and confidentiality when accessing and handling your platforms, accounts, and materials.

Vendor and Engagement Management

The Provider will be an exclusive engagement manager of the Statement of Work. Additional vendors may not be added to the Statement of Work without approval from the Provider. This ensures a unified approach to the project and prevents any potential overlap or conflict with the established engagement goals.

In specific cases where additional vendor involvement is deemed necessary to complete the Statement of Work by the Provider, we will evaluate and integrate such vendors. The Client will be consulted as needed during this process. This approach ensures streamlined project management and adherence to the engagement goals, with additional vendor involvement being an exception, managed directly by the Provider.

Ownership of Work

Upon the conclusion of our engagement and after receiving full payment, the Client will gain ownership of all accounts, files, and digital assets developed and used during the engagement. This transfer includes all associated intellectual property rights, such as copyrights, trademarks, and patents related to the campaign materials. The Provider will ensure a smooth transition by transferring all necessary access credentials and digital files to the Client's team, guaranteeing complete control and ownership of these assets for future use.