Terms & Conditions

This Agreement shall commence on the Effective Date (upon execution of the applicable SOW) and remain in full force and effect for as long as there is an active partnership and SOW in progress with Concept, unless terminated earlier by either party upon written notice to the other party.

The Client must send this notice to Notices@conceptltd.com, and Concept must send its notice to the Client’s designated contact. Termination will take effect 30 days after the notice is received or upon completion of all active Statement(s) of Work (SOW), whichever is later.

3. Payment

The Client shall compensate Concept according to the payment terms outlined in the applicable Statement of Work (SOW). Payments must be made within the timeframe specified in the SOW. If no specific timeframe is stated, payments will be due 15 days (Net 15) from the invoice date. All payments must be made in U.S. dollars via ACH transfer or credit card, as Concept does not accept checks. Invoices will be issued via email and must be paid according to the terms outlined in this Agreement. The Client is responsible for ensuring timely payment of all amounts due. If payment is not received by the due date, Concept reserves the right to impose a late fee of 1.5% per month on any outstanding balance. If the Client disputes any portion of an invoice, they must notify Concept in writing within 15 days of receipt, providing specific details and supporting documentation. The Client must still pay the undisputed portion of the invoice by the due date. For example, if an invoice totals $10,000 and the Client disputes $2,000, the Client must pay the remaining $8,000 on time while the disputed portion is reviewed.

4. Non-Payment

If the Client fails to make payment by the due date, Concept reserves the right to suspend or terminate services. The Client will have a five (5) day grace period to resolve non-payment issues, unless a different timeframe is specified in an SOW. If payment is not received within this grace period, Concept may suspend all services until payment is made. If the Client does not resolve the outstanding balance within a reasonable period, Concept reserves the right to permanently terminate services, at which point the Client remains responsible for all unpaid amounts due up to the effective date of cancellation and is also liable for liquidated damages equal to the total value of all remaining work under any applicable SOW(s). Additionally, if Concept is required to engage in collection efforts, the Client shall be responsible for all collection costs, litigation expenses, and reasonable attorney’s fees. Any guarantees, warranties, or service-level commitments tied to Concept’s services will become void if services are suspended due to non-payment, and Concept shall not be held liable for any damages or losses resulting from the interruption of services.

5. Refunds 

All payments made to Concept are non-refundable. The Client acknowledges that Concept provides services on an "as-is" basis and does not guarantee specific results unless explicitly stated in an SOW. Once services have commenced, the Client is responsible for full payment, regardless of dissatisfaction, cancellation, or termination of this Agreement. In the event of termination by either party, the Client remains liable for all outstanding fees and any remaining balance due under the Agreement or applicable SOW.

6. Intellectual Property 

Concept retains all ownership rights, title, and interest in any intellectual property, proprietary materials, systems, methodologies, processes, or other works created, developed, or provided as part of the services (collectively, “Concept Intellectual Property”). Upon full payment for services rendered under an applicable SOW, Concept grants the Client a perpetual, non-exclusive, irrevocable, royalty-free, worldwide license to use, modify, distribute, display, create derivative works from, and otherwise utilize the Concept Intellectual Property. However, Concept retains the right to use, modify, and repurpose its templates, forms, websites, service agreements, marketing materials, and other proprietary content with other clients, including content similar to what was provided to the Client. The Client acknowledges that any such materials remain Concept’s intellectual property, and no exclusivity is granted unless specifically outlined in an SOW. 

7. Confidential Information 

During the course of this Agreement, either party may disclose confidential or proprietary information to the other. “Confidential Information” refers to any non-public business, technical, or financial information that is clearly marked or identified as confidential. However, Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is lawfully received from a third party without restrictions, or is independently developed by the receiving party without reference to the disclosed information. Concept shall take reasonable steps to protect the Client’s Confidential Information and will use it only for the purpose of performing services under this Agreement. Neither party may disclose the terms of this Agreement or any SOW to third parties without the other party’s written consent, except as required by law, regulation, or court order. These confidentiality obligations shall survive the termination of this Agreement and remain in effect for two years thereafter. 

8. Non-Solicitation 

During the term of this Agreement and for a period of 24 months after termination, neither party shall directly or indirectly solicit, recruit, hire, or engage as an independent contractor any employee of the other party who became known to them through the performance of this Agreement. This restriction does not apply to general job advertisements that are not specifically targeted at the other party’s employees. 

9. Independent Contractor 

Concept is an independent contractor and shall not be considered an employee, agent, or representative of the Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, or joint venture between the parties. Concept has no authority to enter contracts or bind the Client in any way. Concept is solely responsible for compliance with all applicable federal, state, and local laws, including those related to taxes, insurance, and employment matters.

10. Warranties and Limitation of Liability

Concept provides its services on an "as-is" basis and makes no express or implied warranties beyond what is explicitly stated in this Agreement or any applicable Statement of Work (SOW). This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Client acknowledges that marketing, lead generation, and other services provided by Concept are inherently subject to factors outside of Concept’s control, including but not limited to market conditions, consumer behavior, and industry fluctuations. Therefore, Concept does not guarantee specific results, such as revenue increases, lead conversions, or other economic outcomes.

To the fullest extent permitted by law, each party's total liability under this Agreement, any applicable SOW, or in connection with the services provided shall be limited to the total fees paid or payable for the specific month in which the claim arose. Neither party shall be held liable for any indirect, special, incidental, punitive, consequential, or exemplary damages, including but not limited to lost profits, lost revenue, business interruption, data loss, or reputational harm, even if such damages were foreseeable or the party was advised of their possibility.

This limitation of liability applies to both Concept and the Client and shall remain enforceable regardless of the type of claim, whether based on contract, tort, negligence, strict liability, or any other legal theory. Nothing in this section shall limit liability for gross negligence, willful misconduct, or any obligations that cannot be legally limited under applicable law.

General Terms

a. Duty to Cooperate

Both parties agree to act in good faith and cooperate in fulfilling the terms of this Agreement and any applicable SOW. The Client is responsible for providing all necessary information, approvals, or decisions in a timely manner to enable Concept to perform its services effectively. Concept will make commercially reasonable efforts to accommodate the Client’s cooperation. If the Client causes delays by failing to provide required materials, approvals, or access, Concept’s obligations and deadlines shall be proportionally adjusted to reflect the delay.

b. Duty to Provide Access

The Client shall ensure that Concept has the necessary access to platforms, tools, and systems required to perform the services, including CRM systems (such as HubSpot or Salesforce), email platforms, and any other required third-party tools. If access is delayed due to security restrictions, quarantines, or other technical issues, the Client is responsible for resolving these issues promptly. If the Client’s failure to provide access causes delays, Concept may, at its discretion, create third-party CRM or email accounts on the Client’s behalf to ensure continuity of campaigns. These accounts will include the Client’s branding and remain under Concept’s control for the duration of the project. The Client shall not interfere with Concept’s use of these accounts during active campaigns. If access delays occur, Concept’s deadlines and obligations shall be adjusted accordingly, as outlined in Section a.

C. Notices

All official notices, requests, and communications under this Agreement must be made in writing and sent via email to notices@conceptltd.com. A notice shall be considered received once the recipient confirms receipt in writing. If confirmation is not received within two business days, the sender may resend the notice and request acknowledgment.

d. Entire Agreement

This Agreement, together with any executed SOWs, constitutes the entire understanding between the parties. It supersedes and replaces any prior agreements, discussions, or understandings, whether written or verbal, regarding the subject matter of this Agreement.

 

e. Waiver

Failure by either party to enforce any provision of this Agreement at any given time shall not be deemed a waiver of that provision or any other provision in the future. All rights and remedies provided under this Agreement are cumulative and may be exercised together or separately as permitted by law.

f. Assignment

The Client may not assign, transfer, or delegate any of its rights, obligations, or interests under this Agreement without Concept’s prior written consent. Any attempted assignment without such consent shall be considered null and void. However, the Client may transfer rights or interests (but not obligations) to an affiliate without requiring Concept’s approval, provided that Concept is notified in writing of such a transfer. This Agreement shall be binding upon and enforceable by the parties and their respective successors and permitted assigns.

g. Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. If possible, the invalid or unenforceable provision shall be modified or replaced in a way that reflects the original intent of the parties while remaining legally valid.

h. Legal Fees and Costs

Unless explicitly stated otherwise in this Agreement, each party shall be responsible for its own legal fees and costs incurred in any action related to the enforcement or interpretation of this Agreement.

i. Force Majeure

Neither party shall be liable for delays or failure to perform obligations under this Agreement due to circumstances beyond their reasonable control. Such circumstances include, but are not limited to, natural disasters (floods, fires, earthquakes), acts of war, terrorism, civil unrest, government actions, supply chain disruptions, labor strikes, or technical system failures. If a force majeure event occurs, the affected party shall notify the other party promptly and shall be excused from performance for the duration of the event.

j. Counterparts & Signatures

This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same Agreement. Electronic signatures (including DocuSign, PDF scans, or other electronic signature platforms) shall be considered legally binding and enforceable.

k. Amendments & Modifications

Concept reserves the right to update or modify the general terms of this Agreement at its discretion. Any changes shall be communicated to the Client via email, the Client portal, or other appropriate channels. The updated terms shall become effective as specified in the notice. The Client’s continued use of Concept’s services after an amendment takes effect shall constitute acceptance of the revised terms.