Last update
May 14, 2025
Terms of Service
Essential guidelines for working with Elicit One
Our Terms of Service outline the agreement between Elicit One (“we” or “us”) and our clients (“you”), setting clear guidelines for project deliverables, payments, timelines, intellectual property rights, and other important aspects of our services. These terms are designed to protect both parties and prevent misunderstandings in our creative projects. By engaging Elicit One for any branding, design, or consulting services (or by otherwise using our website or communicating with us regarding services), you agree to the following terms and conditions:
Service Scope
We provide a range of creative and digital services globally, including brand strategy and identity design, digital product design, web design and development, marketing strategy, and creative consulting. The specific scope of work for each project will be defined in a separate proposal or written agreement for that project. Any examples of services on our website are for general illustration; the exact deliverables and services we will provide to you will be those expressly agreed upon in a signed contract or statement of work. Project specifics: For each project, we will clearly outline the objectives, deliverables, timeline, and any milestones in an agreement before work begins. We commit to using skilled personnel and best practices to deliver high-quality results in line with the agreed scope. If a service or task is not explicitly listed in the agreement, it is not included in the project scope and may require a separate agreement or addendum.
Project Terms
All projects with Elicit One require a mutual understanding and clear documentation to ensure a smooth collaboration: Signed Agreement: Before any project work commences, both parties will sign an agreement or contract detailing the scope of work, responsibilities, deliverables, timeline, and payment terms. This contract can be a formal services agreement, an engagement letter, or a project proposal signed by both parties. It serves to confirm each party’s commitment and the specifics of the project. Upfront Deposit: We typically require a 50% upfront deposit (half of the total project fee) to schedule work and begin the project. This deposit confirms the booking of our time and resources for your project. Work will not start until the deposit is received (unless otherwise agreed in writing). The deposit is usually non-refundable once work has started, as it covers our initial efforts and time reserved. Deliverables & Acceptance: The agreement will list the deliverables (e.g., number of logo concepts, website pages, etc.). We will provide the deliverables as described. You will have an opportunity to review and request reasonable revisions in line with the project scope. Once the final deliverables meet the agreed specifications, we will ask you to formally accept them (often by email confirmation). Minor tweaks and adjustments are part of our service, but significant changes beyond the original scope may require a scope adjustment (see below). Scope Changes: If you request changes or additions to the project scope after the project has started (for instance, additional features on a website, extra design concepts, or new services not included initially), we will discuss the impact on timeline and cost. Any changes to scope must be approved in writing by both parties (e.g., via email or a change order document) and may result in additional fees or adjusted delivery dates. We will not proceed with out-of-scope work without your approval of any new costs and terms. Client Responsibilities: For the project to proceed smoothly, you may need to provide certain things, such as content, images, feedback, or approvals, in a timely manner. We expect that you will respond to our requests and communications within a reasonable timeframe (typically within a few business days) and provide any materials or information we need. Delays on the client’s side (e.g., late feedback or missing content) can impact the schedule and may require us to adjust timelines. We are not responsible for missed deadlines or delays caused by information or materials being withheld, incomplete, or provided late by the client.
Intellectual Property
We believe in clear ownership terms to avoid confusion: Ownership of Final Deliverables: Upon full payment of all fees due for a project, the ownership rights of the final deliverables will transfer to you, the client. This means that the final designs, files, or other work products explicitly listed as deliverables (for example, a finished logo design, the completed website files, final graphics, reports, etc.) will be your property once the project is paid in full. You will have the right to use those final deliverables for the purposes agreed upon (usually as outlined in the contract, e.g., use of a logo in your business branding, or launch of the website for your company). Client’s Own Materials: Any materials that you provide to us for the project (for example, your existing logos, graphics, text content, data, or other assets you supply) remain your property. We will use such materials only for the purpose of completing your project. (If we are provided licensed third-party assets by you, you are responsible for ensuring you have the rights to use them and to permit us to use them for the project.) Agency’s Pre-existing IP: We retain ownership of any of our pre-existing materials, methodologies, or tools that we use during the project. If our deliverable includes any of our pre-existing intellectual property (for example, code libraries, design templates, or proprietary techniques), we grant you a license to use those as part of the final deliverable, but we (or our licensors) retain ownership of those underlying elements. We also reserve the right to use general know-how, skills, or experience gained in the project in our future work, as long as we do not disclose your confidential information. Unused Concepts and Drafts: During creative projects, we may produce multiple concepts or draft designs for you to review. Any concepts, designs, or draft materials that are presented but not ultimately selected or approved by you as part of the final deliverables will remain the property of Elicit One. You are not entitled to use rejected or unchosen concepts for any purpose, unless we negotiate and agree otherwise in writing. We reserve the right to reuse or modify those unused concepts in future work for other clients or internal purposes, provided they do not contain your confidential information or trademarks. Portfolio Usage: Elicit One retains the right to include the final deliverables and a broad description of the project in our portfolio, website, social media, or other marketing materials, unless you specifically request in advance that the work be kept confidential. Showcasing our work is important for our business development (e.g., displaying a completed web design or branding we created). If your project is confidential or covered by an NDA (Non-Disclosure Agreement), we will, of course, honor that and refrain from publicizing the work. Absent a confidentiality agreement, by default we assume we may cite the project and use non-sensitive visuals for self-promotional purposes. This portfolio usage will not include any of your sensitive information (we typically show the design outcome and describe the services provided, without disclosing anything you consider confidential). Third-Party Materials: If the project involves third-party intellectual property (e.g., stock photos, fonts, software, or open-source libraries), ownership of those items remains with the respective owners. We will either procure the appropriate licenses on your behalf (with your costs approval if not included in the project fee) or ask you to provide them. We will inform you of any third-party licenses that you need to adhere to for continued use of the deliverables. For example, if a stock image is used in a brochure design, you may need to purchase a proper license for that image to use the brochure commercially (if our agreement doesn’t cover that). In summary, after you’ve paid for the project, you own the final work product for your use, and we won’t use it for other clients. We (the agency) maintain rights to everything that was not included in the final deliverable and to display the fact that we worked on your project, unless otherwise agreed.
Payment Structure
Our payment terms are designed to be fair and to ensure clarity: Pricing and Invoices: The total project fee and payment schedule will be outlined in the agreement or proposal. Typically, we split payments into two installments: a 50% deposit before starting, and the remaining 50% due upon project completion (just before final deliverables are handed over). In some cases, for larger projects or phased work, a schedule with additional milestone payments (e.g., 50% upfront, 25% at a mid-point, 25% at completion) might be used, as agreed in the contract. Offline Payment Methods: We do not collect payments through our website. All payments are handled offline via the methods stated in the agreement. Common payment methods include bank transfer, wire transfer, or other agreed methods (we will provide bank details or an invoice with payment instructions). We currently do not accept credit card payments directly on our site, and there will be no online checkout or payment form on the website. Any mention of payment on the website is purely informational (e.g., referring to deposits or fees) and actual transactions will occur through invoicing. Payment Timing: Final payment (the remaining balance) is typically due before final file delivery. We will notify you when the project is near completion and provide an invoice for the balance. Once the final payment is received, we will deliver the final files/artifacts and, if applicable, transfer website control or other assets to you. If the project involves a launch (e.g., making a website live), we may schedule the launch after confirming receipt of the final payment. Additional Costs: Any out-of-pocket or third-party costs that are not included in the project fee will be communicated to you. For example, costs for purchasing stock imagery, web hosting, domain names, premium fonts, plug-ins, or any other third-party services can either be handled directly by you or billed to you as extras. We will obtain your approval before incurring such costs on your behalf. These additional expenses, if any, will either be passed through at cost or with a handling fee as specified in the agreement. Changes and Extra Work: If changes to the scope occur and result in additional fees (e.g., you request an extra logo variation or an extended feature on a website), we will agree on the cost for the extra work and add it to the project fee. Such charges may be invoiced separately or added to the final invoice, as appropriate. Late Payments: Payment is expected by the due dates agreed. If payment is delayed beyond the agreed term, we reserve the right to halt work until payment is received. We may also charge a late fee or interest on overdue amounts, as permitted by law or as specified in the contract (for example, a common term is a small interest per month on overdue invoices). We will give notice and an opportunity to cure any late payment before taking further action. Keep in mind that final deliverables will not be released to you until all outstanding payments are made in full. | No Refunds for Completed Work: If we have delivered work as per the agreed scope and milestones, payments that have been made for that work are not refundable. In the event of project cancellation or termination (see Termination section below), any deposit or payments for work already completed will be applied to that work and not returned, except as agreed otherwise.
Timeline & Communication
Timeline & Communication We understand that timing is critical for projects, and we strive to meet agreed deadlines: Project Timeline: We will establish a timeline or schedule in the project agreement, including key milestones (concept delivery, review periods, revisions, final delivery, etc.). We commit to using our best efforts to meet these deadlines. The timeline is often contingent on your timely feedback and approvals. Delays on either side may necessitate adjustments to the schedule. We will communicate proactively if we foresee any delays on our side and will work with you to re-align deadlines as needed. Business Hours & Response Time: Elicit One operates during standard business hours (we will clarify our time zone and working hours in our communications). We generally respond to client communications (emails or calls) within 24 hours on business days. If you contact us on a weekend or public holiday, we will respond by the next business day. Efficient communication is a two-way street: we also expect that you will provide feedback or answers to our queries within a reasonable time (ideally within 1-2 business days) to keep the project on track. Meetings and Updates: We are available for update meetings or calls as needed (these can be scheduled ahead of time). We may do weekly check-ins or progress reports for longer projects. The frequency and mode of communication (email, phone, video conference) can be mutually agreed based on what the project requires. All official decisions or approvals should be confirmed in writing (email is acceptable) to ensure we have a clear record. Delays and Extensions: If a delay is caused by the client – for example, waiting on content, delayed feedback, or other hold-ups on your end – we may need to extend the timeline. We will make efforts to accommodate small delays, but significant holdups (e.g. no feedback for weeks) may result in the project being rescheduled based on our availability. In some cases, a prolonged delay might require re-scoping or re-quoting if the project parameters have changed or if we have to pause and later restart the work. We will discuss and document any such adjustments with you. Acceptance Testing: For some services like website development, we may have an acceptance testing period included in the timeline (e.g., a week where you can test the site and report any bugs or issues). This period will be specified in the project plan. Any issues found will be fixed promptly. If new requests are raised that are outside the agreed scope, those may be scheduled separately. Real-Time Project Tracking: (If applicable) We may use project management tools or live documents to track progress, share designs, or collect feedback (such as Trello, Asana, Figma, etc.). If we do, we will grant you access to those. This is meant to provide transparency so you can see the project status in real-time. However, official approvals or change requests should still be confirmed via the agreed communication channel (often email) so both parties have a clear record. Our goal is to maintain transparent and prompt communication throughout the project, ensuring that you are kept up-to-date and that any issues are addressed quickly. Both parties should be proactive in communication to make the collaboration successful.
Confidentiality
We take confidentiality seriously to protect your sensitive information: Confidential Information: During the course of the project, either party may share confidential or proprietary information with the other (for example, business strategies, future product plans, login credentials, databases, etc.). Both Elicit One and you (the client) agree to keep each other’s confidential information strictly confidential. This means we will not disclose or share your confidential information with anyone outside our company or project team without your permission, and likewise you should not share any confidential details of our proposals or processes with others without our consent. Use of Information: We will use any confidential information you provide solely for the purposes of delivering the project and will safeguard it from unauthorized access. We employ appropriate data security measures (as described in our Privacy Policy) to protect client data, including confidential business information. NDA (Non-Disclosure Agreement): If your project requires a separate NDA, we are willing to sign one. We have a standard NDA available upon request, or we can review and sign an NDA that you provide. Even without a separate NDA, our default approach is to treat client information with the highest confidence. Employee and Contractor Obligations: Any employees, contractors, or partners we involve in your project will be bound by confidentiality obligations either through their employment contracts or through specific agreements with us. We ensure that anyone who has access to your information is aware that it must be kept confidential. Exceptions: Confidential information does not include information that is publicly known, later becomes public through no breach by the receiving party, or was already known to the receiving party without obligation, or is independently developed without reference to the confidential info, or that we are required to disclose by law or court order (in which case we will inform the other party if legally allowed). Duration: The confidentiality obligations start from the time you first disclose confidential information and remain in effect for the duration of our engagement and for a period thereafter (often at least 2-3 years, or as specified in an NDA or contract). Some highly sensitive information (like trade secrets) we will keep confidential indefinitely until it enters the public domain through no fault of ours. Return or Destruction: Upon your request, we will return or destroy any confidential materials you provided once the project is completed (except as needed for backup or legal record-keeping, or as stored in routine backups – which remain protected). Maintaining trust is paramount. Rest assured that any proprietary knowledge or data you share with Elicit One will be handled with utmost care and discretion.
Termination Rights
We hope to complete every project successfully, but sometimes circumstances change. This section outlines how either party may terminate the engagement and the consequences of termination: Termination by Either Party: Either party has the right to terminate the project agreement with written notice to the other party. Typically, we ask for a notice in writing (email is acceptable) at least a certain number of days in advance (the specific notice period may be defined in the contract, e.g., 7 or 14 days). The notice should clearly state the intention to terminate and the effective date. Client-Initiated Termination: If you, the client, decide to terminate the project early (for convenience or any reason), you will be responsible for paying for all work completed and expenses incurred up to the date of termination. This means we will calculate the proportion of work done or milestones achieved by that point and issue a final invoice if applicable. In some cases, the initial deposit can serve as a “kill fee” to cover the work performed in early phases. If the work completed exceeds the value of the deposit, you would be invoiced for the additional amount. We will also deliver any work-product completed up to termination that has been paid for. Agency-Initiated Termination: If Elicit One needs to terminate (for example, due to a client’s breach of the agreement, non-payment, or unforeseen circumstances on our end), we will provide written notice to you. If we terminate for reasons other than your breach, we will refund any portion of payment for which work was not yet done, and we will cooperate to hand over any completed work. If termination is due to a breach or non-payment by the client, the same rules apply that you must pay for work completed to date, and we may withhold deliverables until such payment is made. Breach and Cure: In the event of a breach of any material term of the agreement by either party, the other party may give written notice describing the breach. The breaching party will have a short period (often 5-10 days) to cure the breach if possible (for instance, if a payment was missed, the client can make the payment within this cure period). If the breach is not cured within that time, the non-breaching party may terminate immediately. For breaches that cannot be cured (such as misuse of IP or confidentiality breaches), termination may be effective immediately upon notice. Effect of Termination: Upon termination, the parties will cease further work on the project. The client will be responsible for payment of all fees for work completed and approved (and any authorized expenses) up to the termination date. Elicit One will deliver any finished or in-progress deliverables that have been paid for, in their current form, “as is”. Any license or usage rights for deliverables not paid for will remain with Elicit One. Each party will return or destroy the other’s confidential information upon request (per the confidentiality terms). No Further Liability: Termination of the project by either party in line with these terms will generally not incur any penalty beyond the obligations to settle payments for work done. Neither party will be liable to the other for compensation or damages purely because the project was terminated early (for example, if the client decides to cancel, we won’t charge a penalty beyond the work done; if we cancel, you can’t sue us for losses unless it was a wrongful breach). This is subject to the condition that termination is done lawfully as per these terms. Any provisions of the agreement that by their nature should survive termination (such as confidentiality, intellectual property rights for work delivered, and liability limitations) will continue to remain in effect. We aim to be fair and understanding if termination becomes necessary. Open communication can often resolve issues before reaching the need to terminate, so we encourage you to discuss any concerns with us, and we will do the same.
Liability
We want to set reasonable expectations regarding our liability in providing services: No Guaranteed Outcomes: Our services are provided on an “as is” basis, without warranties or guarantees of specific results. We commit to delivering high-quality work as per the agreed specifications, but we cannot promise that our work will lead to a particular outcome for your business (for example, we cannot guarantee that a new branding will increase your sales by X%, or that a website we design will always be 100% error-free or achieve a certain traffic level). Any examples of results are illustrative only. You acknowledge that creative and strategic outcomes can depend on many factors beyond our control, such as market conditions or how you use the deliverables. Limitation of Liability: To the fullest extent permitted by applicable law, Elicit One’s liability to you for any claim arising out of or relating to a project or our services is limited to the total amount of fees actually paid by you to Elicit One for that project. In other words, we will not be liable for more than the fee you paid us, even if the actual loss or damages you suffered are greater. No Indirect Damages: In no event will either party be liable to the other for indirect, consequential, incidental, special, or punitive damages. This includes, for example, loss of profit, loss of revenue, loss of data, loss of business opportunities, or damage to reputation arising from the project or services, even if advised of the possibility of such damages. Our liability is limited to direct damages (and as stated above, capped at the fees paid). Some jurisdictions do not allow exclusion of certain damages; if that law applies, some of these exclusions may not apply to you. However, in general, both you and we agree not to seek indirect damages from each other. Third-Party Claims: We are not responsible for claims or losses arising from materials or instructions provided by you that infringe on third-party rights (for example, if you give us images or text to use and it turns out you didn’t have permission, any resulting legal issues are your responsibility). Conversely, we represent that our own original work for you will not knowingly infringe on others’ rights, and if any claim arises from our breach of that promise, we will be responsible for it. Client’s Responsibilities for Use: Once deliverables are handed over and accepted, their further use is largely in your control. You are responsible for reviewing any deliverables before use, especially in cases like copy/text (checking for typos or legal compliance of content) or the functionality of a delivered website. We encourage you to test and review the work. We cannot be liable for problems or losses that arise from modifications you or third parties make to our deliverables after handoff, or from your use of the deliverables in a manner not intended in the project scope. Force Majeure: Neither party will be liable for failure to perform obligations if a failure is due to causes beyond their reasonable control, such as natural disasters, acts of government, war, terrorism, labor disputes, internet outages not caused by us, or other force majeure events. If such events occur, we will communicate and try to agree on a plan (e.g., a timeline extension) once the situation is resolved. Indemnification: (If included in our agreement) Each party agrees to indemnify and hold the other harmless against any claims, losses, or liabilities arising from a breach of the agreement or from negligence or misconduct. For instance, you agree to indemnify us if using the content or materials you provided causes a legal issue, and we agree to indemnify you if our deliverable knowingly infringed someone’s copyright. We will each defend and cover the other’s losses in such cases, as per the detailed indemnity clauses in the contract (if any). The essence of this section is that we will do our best for you, but if things go wrong, our financial responsibility is limited to what you’ve paid us, and we won’t be responsible for extreme or unforeseeable losses. This allocation of risk is a normal part of service agreements and reflects the pricing of our services.
Last update
May 14, 2025
Terms of Service
Essential guidelines for working with Elicit One
Our Terms of Service outline the agreement between Elicit One (“we” or “us”) and our clients (“you”), setting clear guidelines for project deliverables, payments, timelines, intellectual property rights, and other important aspects of our services. These terms are designed to protect both parties and prevent misunderstandings in our creative projects. By engaging Elicit One for any branding, design, or consulting services (or by otherwise using our website or communicating with us regarding services), you agree to the following terms and conditions:
Service Scope
We provide a range of creative and digital services globally, including brand strategy and identity design, digital product design, web design and development, marketing strategy, and creative consulting. The specific scope of work for each project will be defined in a separate proposal or written agreement for that project. Any examples of services on our website are for general illustration; the exact deliverables and services we will provide to you will be those expressly agreed upon in a signed contract or statement of work. Project specifics: For each project, we will clearly outline the objectives, deliverables, timeline, and any milestones in an agreement before work begins. We commit to using skilled personnel and best practices to deliver high-quality results in line with the agreed scope. If a service or task is not explicitly listed in the agreement, it is not included in the project scope and may require a separate agreement or addendum.
Project Terms
All projects with Elicit One require a mutual understanding and clear documentation to ensure a smooth collaboration: Signed Agreement: Before any project work commences, both parties will sign an agreement or contract detailing the scope of work, responsibilities, deliverables, timeline, and payment terms. This contract can be a formal services agreement, an engagement letter, or a project proposal signed by both parties. It serves to confirm each party’s commitment and the specifics of the project. Upfront Deposit: We typically require a 50% upfront deposit (half of the total project fee) to schedule work and begin the project. This deposit confirms the booking of our time and resources for your project. Work will not start until the deposit is received (unless otherwise agreed in writing). The deposit is usually non-refundable once work has started, as it covers our initial efforts and time reserved. Deliverables & Acceptance: The agreement will list the deliverables (e.g., number of logo concepts, website pages, etc.). We will provide the deliverables as described. You will have an opportunity to review and request reasonable revisions in line with the project scope. Once the final deliverables meet the agreed specifications, we will ask you to formally accept them (often by email confirmation). Minor tweaks and adjustments are part of our service, but significant changes beyond the original scope may require a scope adjustment (see below). Scope Changes: If you request changes or additions to the project scope after the project has started (for instance, additional features on a website, extra design concepts, or new services not included initially), we will discuss the impact on timeline and cost. Any changes to scope must be approved in writing by both parties (e.g., via email or a change order document) and may result in additional fees or adjusted delivery dates. We will not proceed with out-of-scope work without your approval of any new costs and terms. Client Responsibilities: For the project to proceed smoothly, you may need to provide certain things, such as content, images, feedback, or approvals, in a timely manner. We expect that you will respond to our requests and communications within a reasonable timeframe (typically within a few business days) and provide any materials or information we need. Delays on the client’s side (e.g., late feedback or missing content) can impact the schedule and may require us to adjust timelines. We are not responsible for missed deadlines or delays caused by information or materials being withheld, incomplete, or provided late by the client.
Intellectual Property
We believe in clear ownership terms to avoid confusion: Ownership of Final Deliverables: Upon full payment of all fees due for a project, the ownership rights of the final deliverables will transfer to you, the client. This means that the final designs, files, or other work products explicitly listed as deliverables (for example, a finished logo design, the completed website files, final graphics, reports, etc.) will be your property once the project is paid in full. You will have the right to use those final deliverables for the purposes agreed upon (usually as outlined in the contract, e.g., use of a logo in your business branding, or launch of the website for your company). Client’s Own Materials: Any materials that you provide to us for the project (for example, your existing logos, graphics, text content, data, or other assets you supply) remain your property. We will use such materials only for the purpose of completing your project. (If we are provided licensed third-party assets by you, you are responsible for ensuring you have the rights to use them and to permit us to use them for the project.) Agency’s Pre-existing IP: We retain ownership of any of our pre-existing materials, methodologies, or tools that we use during the project. If our deliverable includes any of our pre-existing intellectual property (for example, code libraries, design templates, or proprietary techniques), we grant you a license to use those as part of the final deliverable, but we (or our licensors) retain ownership of those underlying elements. We also reserve the right to use general know-how, skills, or experience gained in the project in our future work, as long as we do not disclose your confidential information. Unused Concepts and Drafts: During creative projects, we may produce multiple concepts or draft designs for you to review. Any concepts, designs, or draft materials that are presented but not ultimately selected or approved by you as part of the final deliverables will remain the property of Elicit One. You are not entitled to use rejected or unchosen concepts for any purpose, unless we negotiate and agree otherwise in writing. We reserve the right to reuse or modify those unused concepts in future work for other clients or internal purposes, provided they do not contain your confidential information or trademarks. Portfolio Usage: Elicit One retains the right to include the final deliverables and a broad description of the project in our portfolio, website, social media, or other marketing materials, unless you specifically request in advance that the work be kept confidential. Showcasing our work is important for our business development (e.g., displaying a completed web design or branding we created). If your project is confidential or covered by an NDA (Non-Disclosure Agreement), we will, of course, honor that and refrain from publicizing the work. Absent a confidentiality agreement, by default we assume we may cite the project and use non-sensitive visuals for self-promotional purposes. This portfolio usage will not include any of your sensitive information (we typically show the design outcome and describe the services provided, without disclosing anything you consider confidential). Third-Party Materials: If the project involves third-party intellectual property (e.g., stock photos, fonts, software, or open-source libraries), ownership of those items remains with the respective owners. We will either procure the appropriate licenses on your behalf (with your costs approval if not included in the project fee) or ask you to provide them. We will inform you of any third-party licenses that you need to adhere to for continued use of the deliverables. For example, if a stock image is used in a brochure design, you may need to purchase a proper license for that image to use the brochure commercially (if our agreement doesn’t cover that). In summary, after you’ve paid for the project, you own the final work product for your use, and we won’t use it for other clients. We (the agency) maintain rights to everything that was not included in the final deliverable and to display the fact that we worked on your project, unless otherwise agreed.
Payment Structure
Our payment terms are designed to be fair and to ensure clarity: Pricing and Invoices: The total project fee and payment schedule will be outlined in the agreement or proposal. Typically, we split payments into two installments: a 50% deposit before starting, and the remaining 50% due upon project completion (just before final deliverables are handed over). In some cases, for larger projects or phased work, a schedule with additional milestone payments (e.g., 50% upfront, 25% at a mid-point, 25% at completion) might be used, as agreed in the contract. Offline Payment Methods: We do not collect payments through our website. All payments are handled offline via the methods stated in the agreement. Common payment methods include bank transfer, wire transfer, or other agreed methods (we will provide bank details or an invoice with payment instructions). We currently do not accept credit card payments directly on our site, and there will be no online checkout or payment form on the website. Any mention of payment on the website is purely informational (e.g., referring to deposits or fees) and actual transactions will occur through invoicing. Payment Timing: Final payment (the remaining balance) is typically due before final file delivery. We will notify you when the project is near completion and provide an invoice for the balance. Once the final payment is received, we will deliver the final files/artifacts and, if applicable, transfer website control or other assets to you. If the project involves a launch (e.g., making a website live), we may schedule the launch after confirming receipt of the final payment. Additional Costs: Any out-of-pocket or third-party costs that are not included in the project fee will be communicated to you. For example, costs for purchasing stock imagery, web hosting, domain names, premium fonts, plug-ins, or any other third-party services can either be handled directly by you or billed to you as extras. We will obtain your approval before incurring such costs on your behalf. These additional expenses, if any, will either be passed through at cost or with a handling fee as specified in the agreement. Changes and Extra Work: If changes to the scope occur and result in additional fees (e.g., you request an extra logo variation or an extended feature on a website), we will agree on the cost for the extra work and add it to the project fee. Such charges may be invoiced separately or added to the final invoice, as appropriate. Late Payments: Payment is expected by the due dates agreed. If payment is delayed beyond the agreed term, we reserve the right to halt work until payment is received. We may also charge a late fee or interest on overdue amounts, as permitted by law or as specified in the contract (for example, a common term is a small interest per month on overdue invoices). We will give notice and an opportunity to cure any late payment before taking further action. Keep in mind that final deliverables will not be released to you until all outstanding payments are made in full. | No Refunds for Completed Work: If we have delivered work as per the agreed scope and milestones, payments that have been made for that work are not refundable. In the event of project cancellation or termination (see Termination section below), any deposit or payments for work already completed will be applied to that work and not returned, except as agreed otherwise.
Timeline & Communication
Timeline & Communication We understand that timing is critical for projects, and we strive to meet agreed deadlines: Project Timeline: We will establish a timeline or schedule in the project agreement, including key milestones (concept delivery, review periods, revisions, final delivery, etc.). We commit to using our best efforts to meet these deadlines. The timeline is often contingent on your timely feedback and approvals. Delays on either side may necessitate adjustments to the schedule. We will communicate proactively if we foresee any delays on our side and will work with you to re-align deadlines as needed. Business Hours & Response Time: Elicit One operates during standard business hours (we will clarify our time zone and working hours in our communications). We generally respond to client communications (emails or calls) within 24 hours on business days. If you contact us on a weekend or public holiday, we will respond by the next business day. Efficient communication is a two-way street: we also expect that you will provide feedback or answers to our queries within a reasonable time (ideally within 1-2 business days) to keep the project on track. Meetings and Updates: We are available for update meetings or calls as needed (these can be scheduled ahead of time). We may do weekly check-ins or progress reports for longer projects. The frequency and mode of communication (email, phone, video conference) can be mutually agreed based on what the project requires. All official decisions or approvals should be confirmed in writing (email is acceptable) to ensure we have a clear record. Delays and Extensions: If a delay is caused by the client – for example, waiting on content, delayed feedback, or other hold-ups on your end – we may need to extend the timeline. We will make efforts to accommodate small delays, but significant holdups (e.g. no feedback for weeks) may result in the project being rescheduled based on our availability. In some cases, a prolonged delay might require re-scoping or re-quoting if the project parameters have changed or if we have to pause and later restart the work. We will discuss and document any such adjustments with you. Acceptance Testing: For some services like website development, we may have an acceptance testing period included in the timeline (e.g., a week where you can test the site and report any bugs or issues). This period will be specified in the project plan. Any issues found will be fixed promptly. If new requests are raised that are outside the agreed scope, those may be scheduled separately. Real-Time Project Tracking: (If applicable) We may use project management tools or live documents to track progress, share designs, or collect feedback (such as Trello, Asana, Figma, etc.). If we do, we will grant you access to those. This is meant to provide transparency so you can see the project status in real-time. However, official approvals or change requests should still be confirmed via the agreed communication channel (often email) so both parties have a clear record. Our goal is to maintain transparent and prompt communication throughout the project, ensuring that you are kept up-to-date and that any issues are addressed quickly. Both parties should be proactive in communication to make the collaboration successful.
Confidentiality
We take confidentiality seriously to protect your sensitive information: Confidential Information: During the course of the project, either party may share confidential or proprietary information with the other (for example, business strategies, future product plans, login credentials, databases, etc.). Both Elicit One and you (the client) agree to keep each other’s confidential information strictly confidential. This means we will not disclose or share your confidential information with anyone outside our company or project team without your permission, and likewise you should not share any confidential details of our proposals or processes with others without our consent. Use of Information: We will use any confidential information you provide solely for the purposes of delivering the project and will safeguard it from unauthorized access. We employ appropriate data security measures (as described in our Privacy Policy) to protect client data, including confidential business information. NDA (Non-Disclosure Agreement): If your project requires a separate NDA, we are willing to sign one. We have a standard NDA available upon request, or we can review and sign an NDA that you provide. Even without a separate NDA, our default approach is to treat client information with the highest confidence. Employee and Contractor Obligations: Any employees, contractors, or partners we involve in your project will be bound by confidentiality obligations either through their employment contracts or through specific agreements with us. We ensure that anyone who has access to your information is aware that it must be kept confidential. Exceptions: Confidential information does not include information that is publicly known, later becomes public through no breach by the receiving party, or was already known to the receiving party without obligation, or is independently developed without reference to the confidential info, or that we are required to disclose by law or court order (in which case we will inform the other party if legally allowed). Duration: The confidentiality obligations start from the time you first disclose confidential information and remain in effect for the duration of our engagement and for a period thereafter (often at least 2-3 years, or as specified in an NDA or contract). Some highly sensitive information (like trade secrets) we will keep confidential indefinitely until it enters the public domain through no fault of ours. Return or Destruction: Upon your request, we will return or destroy any confidential materials you provided once the project is completed (except as needed for backup or legal record-keeping, or as stored in routine backups – which remain protected). Maintaining trust is paramount. Rest assured that any proprietary knowledge or data you share with Elicit One will be handled with utmost care and discretion.
Termination Rights
We hope to complete every project successfully, but sometimes circumstances change. This section outlines how either party may terminate the engagement and the consequences of termination: Termination by Either Party: Either party has the right to terminate the project agreement with written notice to the other party. Typically, we ask for a notice in writing (email is acceptable) at least a certain number of days in advance (the specific notice period may be defined in the contract, e.g., 7 or 14 days). The notice should clearly state the intention to terminate and the effective date. Client-Initiated Termination: If you, the client, decide to terminate the project early (for convenience or any reason), you will be responsible for paying for all work completed and expenses incurred up to the date of termination. This means we will calculate the proportion of work done or milestones achieved by that point and issue a final invoice if applicable. In some cases, the initial deposit can serve as a “kill fee” to cover the work performed in early phases. If the work completed exceeds the value of the deposit, you would be invoiced for the additional amount. We will also deliver any work-product completed up to termination that has been paid for. Agency-Initiated Termination: If Elicit One needs to terminate (for example, due to a client’s breach of the agreement, non-payment, or unforeseen circumstances on our end), we will provide written notice to you. If we terminate for reasons other than your breach, we will refund any portion of payment for which work was not yet done, and we will cooperate to hand over any completed work. If termination is due to a breach or non-payment by the client, the same rules apply that you must pay for work completed to date, and we may withhold deliverables until such payment is made. Breach and Cure: In the event of a breach of any material term of the agreement by either party, the other party may give written notice describing the breach. The breaching party will have a short period (often 5-10 days) to cure the breach if possible (for instance, if a payment was missed, the client can make the payment within this cure period). If the breach is not cured within that time, the non-breaching party may terminate immediately. For breaches that cannot be cured (such as misuse of IP or confidentiality breaches), termination may be effective immediately upon notice. Effect of Termination: Upon termination, the parties will cease further work on the project. The client will be responsible for payment of all fees for work completed and approved (and any authorized expenses) up to the termination date. Elicit One will deliver any finished or in-progress deliverables that have been paid for, in their current form, “as is”. Any license or usage rights for deliverables not paid for will remain with Elicit One. Each party will return or destroy the other’s confidential information upon request (per the confidentiality terms). No Further Liability: Termination of the project by either party in line with these terms will generally not incur any penalty beyond the obligations to settle payments for work done. Neither party will be liable to the other for compensation or damages purely because the project was terminated early (for example, if the client decides to cancel, we won’t charge a penalty beyond the work done; if we cancel, you can’t sue us for losses unless it was a wrongful breach). This is subject to the condition that termination is done lawfully as per these terms. Any provisions of the agreement that by their nature should survive termination (such as confidentiality, intellectual property rights for work delivered, and liability limitations) will continue to remain in effect. We aim to be fair and understanding if termination becomes necessary. Open communication can often resolve issues before reaching the need to terminate, so we encourage you to discuss any concerns with us, and we will do the same.
Liability
We want to set reasonable expectations regarding our liability in providing services: No Guaranteed Outcomes: Our services are provided on an “as is” basis, without warranties or guarantees of specific results. We commit to delivering high-quality work as per the agreed specifications, but we cannot promise that our work will lead to a particular outcome for your business (for example, we cannot guarantee that a new branding will increase your sales by X%, or that a website we design will always be 100% error-free or achieve a certain traffic level). Any examples of results are illustrative only. You acknowledge that creative and strategic outcomes can depend on many factors beyond our control, such as market conditions or how you use the deliverables. Limitation of Liability: To the fullest extent permitted by applicable law, Elicit One’s liability to you for any claim arising out of or relating to a project or our services is limited to the total amount of fees actually paid by you to Elicit One for that project. In other words, we will not be liable for more than the fee you paid us, even if the actual loss or damages you suffered are greater. No Indirect Damages: In no event will either party be liable to the other for indirect, consequential, incidental, special, or punitive damages. This includes, for example, loss of profit, loss of revenue, loss of data, loss of business opportunities, or damage to reputation arising from the project or services, even if advised of the possibility of such damages. Our liability is limited to direct damages (and as stated above, capped at the fees paid). Some jurisdictions do not allow exclusion of certain damages; if that law applies, some of these exclusions may not apply to you. However, in general, both you and we agree not to seek indirect damages from each other. Third-Party Claims: We are not responsible for claims or losses arising from materials or instructions provided by you that infringe on third-party rights (for example, if you give us images or text to use and it turns out you didn’t have permission, any resulting legal issues are your responsibility). Conversely, we represent that our own original work for you will not knowingly infringe on others’ rights, and if any claim arises from our breach of that promise, we will be responsible for it. Client’s Responsibilities for Use: Once deliverables are handed over and accepted, their further use is largely in your control. You are responsible for reviewing any deliverables before use, especially in cases like copy/text (checking for typos or legal compliance of content) or the functionality of a delivered website. We encourage you to test and review the work. We cannot be liable for problems or losses that arise from modifications you or third parties make to our deliverables after handoff, or from your use of the deliverables in a manner not intended in the project scope. Force Majeure: Neither party will be liable for failure to perform obligations if a failure is due to causes beyond their reasonable control, such as natural disasters, acts of government, war, terrorism, labor disputes, internet outages not caused by us, or other force majeure events. If such events occur, we will communicate and try to agree on a plan (e.g., a timeline extension) once the situation is resolved. Indemnification: (If included in our agreement) Each party agrees to indemnify and hold the other harmless against any claims, losses, or liabilities arising from a breach of the agreement or from negligence or misconduct. For instance, you agree to indemnify us if using the content or materials you provided causes a legal issue, and we agree to indemnify you if our deliverable knowingly infringed someone’s copyright. We will each defend and cover the other’s losses in such cases, as per the detailed indemnity clauses in the contract (if any). The essence of this section is that we will do our best for you, but if things go wrong, our financial responsibility is limited to what you’ve paid us, and we won’t be responsible for extreme or unforeseeable losses. This allocation of risk is a normal part of service agreements and reflects the pricing of our services.
Last update
May 14, 2025
Terms of Service
Essential guidelines for working with Elicit One
Our Terms of Service outline the agreement between Elicit One (“we” or “us”) and our clients (“you”), setting clear guidelines for project deliverables, payments, timelines, intellectual property rights, and other important aspects of our services. These terms are designed to protect both parties and prevent misunderstandings in our creative projects. By engaging Elicit One for any branding, design, or consulting services (or by otherwise using our website or communicating with us regarding services), you agree to the following terms and conditions:
Service Scope
We provide a range of creative and digital services globally, including brand strategy and identity design, digital product design, web design and development, marketing strategy, and creative consulting. The specific scope of work for each project will be defined in a separate proposal or written agreement for that project. Any examples of services on our website are for general illustration; the exact deliverables and services we will provide to you will be those expressly agreed upon in a signed contract or statement of work. Project specifics: For each project, we will clearly outline the objectives, deliverables, timeline, and any milestones in an agreement before work begins. We commit to using skilled personnel and best practices to deliver high-quality results in line with the agreed scope. If a service or task is not explicitly listed in the agreement, it is not included in the project scope and may require a separate agreement or addendum.
Project Terms
All projects with Elicit One require a mutual understanding and clear documentation to ensure a smooth collaboration: Signed Agreement: Before any project work commences, both parties will sign an agreement or contract detailing the scope of work, responsibilities, deliverables, timeline, and payment terms. This contract can be a formal services agreement, an engagement letter, or a project proposal signed by both parties. It serves to confirm each party’s commitment and the specifics of the project. Upfront Deposit: We typically require a 50% upfront deposit (half of the total project fee) to schedule work and begin the project. This deposit confirms the booking of our time and resources for your project. Work will not start until the deposit is received (unless otherwise agreed in writing). The deposit is usually non-refundable once work has started, as it covers our initial efforts and time reserved. Deliverables & Acceptance: The agreement will list the deliverables (e.g., number of logo concepts, website pages, etc.). We will provide the deliverables as described. You will have an opportunity to review and request reasonable revisions in line with the project scope. Once the final deliverables meet the agreed specifications, we will ask you to formally accept them (often by email confirmation). Minor tweaks and adjustments are part of our service, but significant changes beyond the original scope may require a scope adjustment (see below). Scope Changes: If you request changes or additions to the project scope after the project has started (for instance, additional features on a website, extra design concepts, or new services not included initially), we will discuss the impact on timeline and cost. Any changes to scope must be approved in writing by both parties (e.g., via email or a change order document) and may result in additional fees or adjusted delivery dates. We will not proceed with out-of-scope work without your approval of any new costs and terms. Client Responsibilities: For the project to proceed smoothly, you may need to provide certain things, such as content, images, feedback, or approvals, in a timely manner. We expect that you will respond to our requests and communications within a reasonable timeframe (typically within a few business days) and provide any materials or information we need. Delays on the client’s side (e.g., late feedback or missing content) can impact the schedule and may require us to adjust timelines. We are not responsible for missed deadlines or delays caused by information or materials being withheld, incomplete, or provided late by the client.
Intellectual Property
We believe in clear ownership terms to avoid confusion: Ownership of Final Deliverables: Upon full payment of all fees due for a project, the ownership rights of the final deliverables will transfer to you, the client. This means that the final designs, files, or other work products explicitly listed as deliverables (for example, a finished logo design, the completed website files, final graphics, reports, etc.) will be your property once the project is paid in full. You will have the right to use those final deliverables for the purposes agreed upon (usually as outlined in the contract, e.g., use of a logo in your business branding, or launch of the website for your company). Client’s Own Materials: Any materials that you provide to us for the project (for example, your existing logos, graphics, text content, data, or other assets you supply) remain your property. We will use such materials only for the purpose of completing your project. (If we are provided licensed third-party assets by you, you are responsible for ensuring you have the rights to use them and to permit us to use them for the project.) Agency’s Pre-existing IP: We retain ownership of any of our pre-existing materials, methodologies, or tools that we use during the project. If our deliverable includes any of our pre-existing intellectual property (for example, code libraries, design templates, or proprietary techniques), we grant you a license to use those as part of the final deliverable, but we (or our licensors) retain ownership of those underlying elements. We also reserve the right to use general know-how, skills, or experience gained in the project in our future work, as long as we do not disclose your confidential information. Unused Concepts and Drafts: During creative projects, we may produce multiple concepts or draft designs for you to review. Any concepts, designs, or draft materials that are presented but not ultimately selected or approved by you as part of the final deliverables will remain the property of Elicit One. You are not entitled to use rejected or unchosen concepts for any purpose, unless we negotiate and agree otherwise in writing. We reserve the right to reuse or modify those unused concepts in future work for other clients or internal purposes, provided they do not contain your confidential information or trademarks. Portfolio Usage: Elicit One retains the right to include the final deliverables and a broad description of the project in our portfolio, website, social media, or other marketing materials, unless you specifically request in advance that the work be kept confidential. Showcasing our work is important for our business development (e.g., displaying a completed web design or branding we created). If your project is confidential or covered by an NDA (Non-Disclosure Agreement), we will, of course, honor that and refrain from publicizing the work. Absent a confidentiality agreement, by default we assume we may cite the project and use non-sensitive visuals for self-promotional purposes. This portfolio usage will not include any of your sensitive information (we typically show the design outcome and describe the services provided, without disclosing anything you consider confidential). Third-Party Materials: If the project involves third-party intellectual property (e.g., stock photos, fonts, software, or open-source libraries), ownership of those items remains with the respective owners. We will either procure the appropriate licenses on your behalf (with your costs approval if not included in the project fee) or ask you to provide them. We will inform you of any third-party licenses that you need to adhere to for continued use of the deliverables. For example, if a stock image is used in a brochure design, you may need to purchase a proper license for that image to use the brochure commercially (if our agreement doesn’t cover that). In summary, after you’ve paid for the project, you own the final work product for your use, and we won’t use it for other clients. We (the agency) maintain rights to everything that was not included in the final deliverable and to display the fact that we worked on your project, unless otherwise agreed.
Payment Structure
Our payment terms are designed to be fair and to ensure clarity: Pricing and Invoices: The total project fee and payment schedule will be outlined in the agreement or proposal. Typically, we split payments into two installments: a 50% deposit before starting, and the remaining 50% due upon project completion (just before final deliverables are handed over). In some cases, for larger projects or phased work, a schedule with additional milestone payments (e.g., 50% upfront, 25% at a mid-point, 25% at completion) might be used, as agreed in the contract. Offline Payment Methods: We do not collect payments through our website. All payments are handled offline via the methods stated in the agreement. Common payment methods include bank transfer, wire transfer, or other agreed methods (we will provide bank details or an invoice with payment instructions). We currently do not accept credit card payments directly on our site, and there will be no online checkout or payment form on the website. Any mention of payment on the website is purely informational (e.g., referring to deposits or fees) and actual transactions will occur through invoicing. Payment Timing: Final payment (the remaining balance) is typically due before final file delivery. We will notify you when the project is near completion and provide an invoice for the balance. Once the final payment is received, we will deliver the final files/artifacts and, if applicable, transfer website control or other assets to you. If the project involves a launch (e.g., making a website live), we may schedule the launch after confirming receipt of the final payment. Additional Costs: Any out-of-pocket or third-party costs that are not included in the project fee will be communicated to you. For example, costs for purchasing stock imagery, web hosting, domain names, premium fonts, plug-ins, or any other third-party services can either be handled directly by you or billed to you as extras. We will obtain your approval before incurring such costs on your behalf. These additional expenses, if any, will either be passed through at cost or with a handling fee as specified in the agreement. Changes and Extra Work: If changes to the scope occur and result in additional fees (e.g., you request an extra logo variation or an extended feature on a website), we will agree on the cost for the extra work and add it to the project fee. Such charges may be invoiced separately or added to the final invoice, as appropriate. Late Payments: Payment is expected by the due dates agreed. If payment is delayed beyond the agreed term, we reserve the right to halt work until payment is received. We may also charge a late fee or interest on overdue amounts, as permitted by law or as specified in the contract (for example, a common term is a small interest per month on overdue invoices). We will give notice and an opportunity to cure any late payment before taking further action. Keep in mind that final deliverables will not be released to you until all outstanding payments are made in full. | No Refunds for Completed Work: If we have delivered work as per the agreed scope and milestones, payments that have been made for that work are not refundable. In the event of project cancellation or termination (see Termination section below), any deposit or payments for work already completed will be applied to that work and not returned, except as agreed otherwise.
Timeline & Communication
Timeline & Communication We understand that timing is critical for projects, and we strive to meet agreed deadlines: Project Timeline: We will establish a timeline or schedule in the project agreement, including key milestones (concept delivery, review periods, revisions, final delivery, etc.). We commit to using our best efforts to meet these deadlines. The timeline is often contingent on your timely feedback and approvals. Delays on either side may necessitate adjustments to the schedule. We will communicate proactively if we foresee any delays on our side and will work with you to re-align deadlines as needed. Business Hours & Response Time: Elicit One operates during standard business hours (we will clarify our time zone and working hours in our communications). We generally respond to client communications (emails or calls) within 24 hours on business days. If you contact us on a weekend or public holiday, we will respond by the next business day. Efficient communication is a two-way street: we also expect that you will provide feedback or answers to our queries within a reasonable time (ideally within 1-2 business days) to keep the project on track. Meetings and Updates: We are available for update meetings or calls as needed (these can be scheduled ahead of time). We may do weekly check-ins or progress reports for longer projects. The frequency and mode of communication (email, phone, video conference) can be mutually agreed based on what the project requires. All official decisions or approvals should be confirmed in writing (email is acceptable) to ensure we have a clear record. Delays and Extensions: If a delay is caused by the client – for example, waiting on content, delayed feedback, or other hold-ups on your end – we may need to extend the timeline. We will make efforts to accommodate small delays, but significant holdups (e.g. no feedback for weeks) may result in the project being rescheduled based on our availability. In some cases, a prolonged delay might require re-scoping or re-quoting if the project parameters have changed or if we have to pause and later restart the work. We will discuss and document any such adjustments with you. Acceptance Testing: For some services like website development, we may have an acceptance testing period included in the timeline (e.g., a week where you can test the site and report any bugs or issues). This period will be specified in the project plan. Any issues found will be fixed promptly. If new requests are raised that are outside the agreed scope, those may be scheduled separately. Real-Time Project Tracking: (If applicable) We may use project management tools or live documents to track progress, share designs, or collect feedback (such as Trello, Asana, Figma, etc.). If we do, we will grant you access to those. This is meant to provide transparency so you can see the project status in real-time. However, official approvals or change requests should still be confirmed via the agreed communication channel (often email) so both parties have a clear record. Our goal is to maintain transparent and prompt communication throughout the project, ensuring that you are kept up-to-date and that any issues are addressed quickly. Both parties should be proactive in communication to make the collaboration successful.
Confidentiality
We take confidentiality seriously to protect your sensitive information: Confidential Information: During the course of the project, either party may share confidential or proprietary information with the other (for example, business strategies, future product plans, login credentials, databases, etc.). Both Elicit One and you (the client) agree to keep each other’s confidential information strictly confidential. This means we will not disclose or share your confidential information with anyone outside our company or project team without your permission, and likewise you should not share any confidential details of our proposals or processes with others without our consent. Use of Information: We will use any confidential information you provide solely for the purposes of delivering the project and will safeguard it from unauthorized access. We employ appropriate data security measures (as described in our Privacy Policy) to protect client data, including confidential business information. NDA (Non-Disclosure Agreement): If your project requires a separate NDA, we are willing to sign one. We have a standard NDA available upon request, or we can review and sign an NDA that you provide. Even without a separate NDA, our default approach is to treat client information with the highest confidence. Employee and Contractor Obligations: Any employees, contractors, or partners we involve in your project will be bound by confidentiality obligations either through their employment contracts or through specific agreements with us. We ensure that anyone who has access to your information is aware that it must be kept confidential. Exceptions: Confidential information does not include information that is publicly known, later becomes public through no breach by the receiving party, or was already known to the receiving party without obligation, or is independently developed without reference to the confidential info, or that we are required to disclose by law or court order (in which case we will inform the other party if legally allowed). Duration: The confidentiality obligations start from the time you first disclose confidential information and remain in effect for the duration of our engagement and for a period thereafter (often at least 2-3 years, or as specified in an NDA or contract). Some highly sensitive information (like trade secrets) we will keep confidential indefinitely until it enters the public domain through no fault of ours. Return or Destruction: Upon your request, we will return or destroy any confidential materials you provided once the project is completed (except as needed for backup or legal record-keeping, or as stored in routine backups – which remain protected). Maintaining trust is paramount. Rest assured that any proprietary knowledge or data you share with Elicit One will be handled with utmost care and discretion.
Termination Rights
We hope to complete every project successfully, but sometimes circumstances change. This section outlines how either party may terminate the engagement and the consequences of termination: Termination by Either Party: Either party has the right to terminate the project agreement with written notice to the other party. Typically, we ask for a notice in writing (email is acceptable) at least a certain number of days in advance (the specific notice period may be defined in the contract, e.g., 7 or 14 days). The notice should clearly state the intention to terminate and the effective date. Client-Initiated Termination: If you, the client, decide to terminate the project early (for convenience or any reason), you will be responsible for paying for all work completed and expenses incurred up to the date of termination. This means we will calculate the proportion of work done or milestones achieved by that point and issue a final invoice if applicable. In some cases, the initial deposit can serve as a “kill fee” to cover the work performed in early phases. If the work completed exceeds the value of the deposit, you would be invoiced for the additional amount. We will also deliver any work-product completed up to termination that has been paid for. Agency-Initiated Termination: If Elicit One needs to terminate (for example, due to a client’s breach of the agreement, non-payment, or unforeseen circumstances on our end), we will provide written notice to you. If we terminate for reasons other than your breach, we will refund any portion of payment for which work was not yet done, and we will cooperate to hand over any completed work. If termination is due to a breach or non-payment by the client, the same rules apply that you must pay for work completed to date, and we may withhold deliverables until such payment is made. Breach and Cure: In the event of a breach of any material term of the agreement by either party, the other party may give written notice describing the breach. The breaching party will have a short period (often 5-10 days) to cure the breach if possible (for instance, if a payment was missed, the client can make the payment within this cure period). If the breach is not cured within that time, the non-breaching party may terminate immediately. For breaches that cannot be cured (such as misuse of IP or confidentiality breaches), termination may be effective immediately upon notice. Effect of Termination: Upon termination, the parties will cease further work on the project. The client will be responsible for payment of all fees for work completed and approved (and any authorized expenses) up to the termination date. Elicit One will deliver any finished or in-progress deliverables that have been paid for, in their current form, “as is”. Any license or usage rights for deliverables not paid for will remain with Elicit One. Each party will return or destroy the other’s confidential information upon request (per the confidentiality terms). No Further Liability: Termination of the project by either party in line with these terms will generally not incur any penalty beyond the obligations to settle payments for work done. Neither party will be liable to the other for compensation or damages purely because the project was terminated early (for example, if the client decides to cancel, we won’t charge a penalty beyond the work done; if we cancel, you can’t sue us for losses unless it was a wrongful breach). This is subject to the condition that termination is done lawfully as per these terms. Any provisions of the agreement that by their nature should survive termination (such as confidentiality, intellectual property rights for work delivered, and liability limitations) will continue to remain in effect. We aim to be fair and understanding if termination becomes necessary. Open communication can often resolve issues before reaching the need to terminate, so we encourage you to discuss any concerns with us, and we will do the same.
Liability
We want to set reasonable expectations regarding our liability in providing services: No Guaranteed Outcomes: Our services are provided on an “as is” basis, without warranties or guarantees of specific results. We commit to delivering high-quality work as per the agreed specifications, but we cannot promise that our work will lead to a particular outcome for your business (for example, we cannot guarantee that a new branding will increase your sales by X%, or that a website we design will always be 100% error-free or achieve a certain traffic level). Any examples of results are illustrative only. You acknowledge that creative and strategic outcomes can depend on many factors beyond our control, such as market conditions or how you use the deliverables. Limitation of Liability: To the fullest extent permitted by applicable law, Elicit One’s liability to you for any claim arising out of or relating to a project or our services is limited to the total amount of fees actually paid by you to Elicit One for that project. In other words, we will not be liable for more than the fee you paid us, even if the actual loss or damages you suffered are greater. No Indirect Damages: In no event will either party be liable to the other for indirect, consequential, incidental, special, or punitive damages. This includes, for example, loss of profit, loss of revenue, loss of data, loss of business opportunities, or damage to reputation arising from the project or services, even if advised of the possibility of such damages. Our liability is limited to direct damages (and as stated above, capped at the fees paid). Some jurisdictions do not allow exclusion of certain damages; if that law applies, some of these exclusions may not apply to you. However, in general, both you and we agree not to seek indirect damages from each other. Third-Party Claims: We are not responsible for claims or losses arising from materials or instructions provided by you that infringe on third-party rights (for example, if you give us images or text to use and it turns out you didn’t have permission, any resulting legal issues are your responsibility). Conversely, we represent that our own original work for you will not knowingly infringe on others’ rights, and if any claim arises from our breach of that promise, we will be responsible for it. Client’s Responsibilities for Use: Once deliverables are handed over and accepted, their further use is largely in your control. You are responsible for reviewing any deliverables before use, especially in cases like copy/text (checking for typos or legal compliance of content) or the functionality of a delivered website. We encourage you to test and review the work. We cannot be liable for problems or losses that arise from modifications you or third parties make to our deliverables after handoff, or from your use of the deliverables in a manner not intended in the project scope. Force Majeure: Neither party will be liable for failure to perform obligations if a failure is due to causes beyond their reasonable control, such as natural disasters, acts of government, war, terrorism, labor disputes, internet outages not caused by us, or other force majeure events. If such events occur, we will communicate and try to agree on a plan (e.g., a timeline extension) once the situation is resolved. Indemnification: (If included in our agreement) Each party agrees to indemnify and hold the other harmless against any claims, losses, or liabilities arising from a breach of the agreement or from negligence or misconduct. For instance, you agree to indemnify us if using the content or materials you provided causes a legal issue, and we agree to indemnify you if our deliverable knowingly infringed someone’s copyright. We will each defend and cover the other’s losses in such cases, as per the detailed indemnity clauses in the contract (if any). The essence of this section is that we will do our best for you, but if things go wrong, our financial responsibility is limited to what you’ve paid us, and we won’t be responsible for extreme or unforeseeable losses. This allocation of risk is a normal part of service agreements and reflects the pricing of our services.