Terms and Conditions Service Agreement


By accepting this proposal to engage with Cyentist, Inc., and completing the electronic signature, you agree to the following terms.

Payment

Due to the nature of our work, which may include: research, planning, project management, development, design, analytics, client interaction and the purchase of third-party services, all payments made to Cyentist are non-refundable.  

For fixed project Agreements, a 50% deposit is due upon acceptance of this proposal, and the balance is due upon client approval of the final work.

For ongoing service Agreements, monthly payments are due in advance of the services rendered.

Payments may be made by credit card via our electronic invoices.  We accept Visa and MasterCard.  You may also mail a check to:

Cyentist, Inc.

228 Park Ave S #56265

New York, NY 10003

Term

The Agreement term for fixed projects ends upon the client paying the balance due and receiving ownership of the completed project deliverables.

The Agreement term for ongoing service Agreements is 24 months and will auto-renew unless an intent to terminate is sent in writing to sean@cyentist.com at least 30 days prior to the end of term (EOT).

Deliverable Acceptance

All requests for revisions must be made clearly in writing within three business days of receiving deliverables.  Deliverables will be deemed accepted if we do not receive feedback within five business days.

Termination Fee

If the client terminates or cancels this Agreement before the end of term for any reason not amounting to a willful wrong or intentional non-performance by Cyentist, Inc., Client will pay a termination fee equal to the remaining balance of the Agreement term.  Client agrees to pay all costs and expenses of enforcement, including attorney fees, plus court costs and expenses of litigation.

Interrupted Projects

If the client hires a competing service provider to work on the same project or if the client places the project on hold longer than 45 days, the project will be deemed terminated and the termination fee will be applied.  To resume an interrupted project, a new Agreement will be required to proceed.

Late Payments

Payments not received on time may result in an immediate cease in work until payment is received.  Payments not received within 45 days, will result in termination of this Agreement and the termination fee will be applied.

Scope Change

The initial scope of the project must remain intact.  If the client requires a substantive change in scope, we reserve the right to require a revision to this Agreement to support the new requirements.

Notices

Cancellations, interruptions and changes in project scope must be sent to sean@cyentist.com.

Ownership

Intellectual property is transferred to the client upon full payment for services.

Advertising

We reserve the right to maintain an unobtrusive site credit with a link at the bottom of websites designed by Cyentist. The text will read, “Website Design by Cyentist”, which will link to our website. We also reserve the right to reference work we’ve done for your company in our advertising and promotions in order to promote Cyentist’s services to new potential clients, unless the work is intended to be confidential.

Liability

Client agrees to indemnify, defend and hold harmless Cyentist, Inc., and its directors, officers, employees, agents, independent contractors, consultants, providers, subsidiaries, and affiliates, from and against any and all claim, loss, expense or demand of liability, including attorneys’ fees and costs incurred by Consultant and Affiliates in connection with any claim by a third party arising out of this Agreement.  Cyentist, Inc. shall not be liable to the Client, whether jointly, severally or individually, in excess of the last payment received under this Agreement, or in excess of the sum of $500.00, whichever is smaller, as a result of any act or omission not amounting to a willful or intentional wrong.

Arbitration

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Claims shall be heard by a single arbitrator. The place of arbitration shall be New York, New York. The arbitration shall be governed by the laws of the State of New York. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. Time is of the essence for any arbitration under this agreement and arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days. Arbitrator(s) shall agree to these limits prior to accepting appointment. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

Updated 12/15/2015