This Service Agreement (“Agreement”) is entered into between Stratigem Creative Group, LLC (“Stratigem”), and the individual or business entity identified by legal name in the applicable Statement of Work (“Client”).
1. Scope of Services
Stratigem agrees to provide digital, creative, consulting, and/or technical services as described in an attached Statement of Work (“SOW”). The SOW will outline deliverables, timelines, pricing, and any project-specific requirements.
2. Payment Terms
Client agrees to pay all fees described in the applicable SOW. Unless otherwise specified:
- Deposits may be required prior to the commencement of services, as determined in the applicable Statement of Work (SOW). Stratigem is not obligated to begin work until the required deposit has been received.
- Retainer services require payment by the due date specified in the applicable Retainer Statement of Work (Retainer SOW). Payment of the retainer reserves Stratigem’s service capacity for the agreed period.
- Invoices are due within fifteen (15) days of issuance unless otherwise specified in the applicable SOW.
- Stratigem reserves the right to pause work on accounts that are past due.
- Stratigem reserves the right to withhold delivery of final deliverables, website launches, or transfer of project files until all outstanding invoices have been paid in full.
- Late payments may incur a fee of 1.5% per month or the maximum allowed by law.
3. Scope Changes
Any work requested outside the scope defined in the SOW will be considered additional services. Work on out-of-scope items shall not begin until the Client has reviewed and signed an amended or revised Statement of Work (SOW) describing the additional services, scope, and associated fees. Such additional services may be billed at Stratigem’s standard hourly rate or according to the pricing terms outlined in the amended SOW.
4. Client Responsibilities
Client agrees to:
- Provide timely feedback, approvals, and content required for project completion. If Client fails to provide necessary approvals, feedback, or required materials within fourteen (14) days of request, Stratigem may, at its discretion, pause the project. In such event, no refunds shall be issued for work completed or time reserved. Stratigem will make any completed files or deliverables available to Client upon request. Resumption of the project will be subject to Stratigem’s availability and capacity at the time Client confirms readiness to proceed, which may require Client to submit written confirmation that all necessary materials and approvals are prepared for project continuation.
- Ensure that all materials provided to Stratigem are owned or properly licensed by Client. Client represents and warrants that it has the necessary rights to use such materials, and Stratigem shall not be responsible for any claims, damages, or liabilities arising from the use of unlicensed or unauthorized materials supplied by Client. Client agrees to indemnify, defend, and hold harmless Stratigem Creative Group, LLC from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) resulting from the use of materials provided by Client that infringe upon or violate the rights of any third party.
- Maintain responsibility for third-party software, services, hosting, or licenses unless such responsibilities are expressly assumed by Stratigem under an active Retainer Statement of Work (Retainer SOW). Any such Retainer SOW must explicitly state that Stratigem is assuming management or responsibility for those specific services, platforms, or licenses.
5. Project Inactivity, Abandonment, and Restart
If a project remains paused or inactive for more than fourteen (14) days due to the Client’s failure to provide required materials, approvals, or communication, Stratigem may classify the project as abandoned. In such cases, Stratigem may formally close the project and release any reserved scheduling capacity. Any deposits or payments made prior to abandonment shall be non-refundable.
If the Client later wishes to resume the same or substantially similar project after abandonment, Stratigem may require a new Statement of Work, a revised project timeline, and/or a project restart fee equal to twenty percent (20%) of the total value of the original Statement of Work.
If the Client cancels a project after work has begun and later requests Stratigem to resume the same or substantially similar project using previously developed materials, assets, or project files, the project may also be subject to the same restart fee of twenty percent (20%) of the original Statement of Work value. Resumption of services will be subject to Stratigem’s availability and may require a new or revised Statement of Work.
Stratigem may, at its discretion, allow a temporary Authorized Project Pause if requested by the Client prior to the project being classified as abandoned. An Authorized Project Pause allows the project to remain inactive for a limited period without triggering abandonment or restart provisions, provided the Client confirms their intention to resume the project and complies with the conditions outlined in Stratigem’s Authorized Project Pause Request and Terms.
These terms may include limitations on pause duration, extension eligibility, and the requirement that any extension request be submitted before the authorized pause period expires. If the authorized pause period expires without a valid extension or project resumption, the project may be classified as abandoned and the applicable restart provisions may apply.
During any project pause, authorized project pause, cancellation, or abandonment period, all work product, designs, files, concepts, and project materials created by Stratigem remain the exclusive intellectual property of Stratigem. Ownership rights are not transferred to the Client unless and until the project has been completed and all applicable fees have been paid in full in accordance with the Service Agreement and the applicable Statement of Work.
Submission or approval of an Authorized Project Pause does not entitle the Client to receive, access, or obtain partially completed work product, files, or project materials. If the Authorized Project Pause expires or the project is classified as abandoned, the Client will not acquire any ownership or usage rights to unfinished work created during the project.
6. Third-Party Services
Projects may involve third-party platforms, plugins, APIs, hosting providers, or external services. Stratigem will disclose any known third-party service requirements within the applicable Statement of Work (SOW). Stratigem assumes responsibility for managing or maintaining such third-party services only when expressly stated in an active Retainer Statement of Work (Retainer SOW). Unless otherwise specified in a Retainer SOW, Client remains responsible for all third-party accounts, licenses, subscriptions, and associated costs. Stratigem is not responsible for changes, outages, pricing adjustments, or discontinuation of third-party tools.
7. Performance Disclaimer
Stratigem provides professional services using reasonable skill, experience, and industry practices. However, Stratigem does not guarantee specific outcomes or performance results. Client acknowledges that results related to digital services may vary due to factors outside of Stratigem’s control, including but not limited to search engine algorithms, third-party platform policies, hosting environments, user behavior, market conditions, and the quality or timeliness of materials provided by Client. Stratigem makes no guarantee regarding search engine rankings, website traffic, conversion rates, marketing performance, uptime of third-party platforms, or similar performance metrics.
8. Intellectual Property
Upon full payment of all invoices, Stratigem grants Client ownership of final deliverables created specifically for the Client. Stratigem retains the right to display completed work in portfolios and marketing materials.
9. Confidentiality
Both parties agree to keep confidential any non-public business, financial, or technical information shared during the course of the project.
10. Limitation of Liability
Stratigem’s liability under this Agreement shall not exceed the total amount paid by Client for the services giving rise to the claim. In no event shall Stratigem be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost revenue, business interruption, or loss of data, even if Stratigem has been advised of the possibility of such damages.
11. Termination
Either party may terminate this Agreement with thirty (30) days written notice. Client agrees to pay for all services performed up to the termination date.
12. Governing Law
This Agreement shall be governed by the laws of the State of Florida. The parties agree to first attempt to resolve any disputes arising under this Agreement through good-faith negotiation and, if necessary, mediation before pursuing formal legal action in court.
13. Entire Agreement
This Agreement, together with any Statements of Work (SOWs) and any written addenda or supplemental agreements executed by the parties, constitutes the entire agreement between the parties.