Terms and Conditions

Standard Service Agreement

By accepting an engagement with Cyentist, LLC (Agency), and completing the legally binding electronic signature, you (Client) agree to the following terms.

No Refunds

Agency has a no-refund policy. Due to the nature of our work, which may include: meetings, emails, phone and video calls, discovery, onboarding, strategy, research, planning, project management, development, design, copywriting, analysis, consulting time invested in Client interaction, and the purchase of third-party services, all payments made to Agency are non-refundable.

Fees & Payments

For fixed project Agreements, full payment is due in advance. Project revisions are billed based on an estimated number of hours, due in advance. We round down to ensure no overages.

Alternatively, we offer select clients a monthly marketing support plan as a fixed fee ongoing service, which covers a limited number of requests per month.

Requests for across-the-board changes to marketing materials, multiple websites, and change requests that impact multiple assets will be billed hourly, separate from any maintenance plan. We will quote the cost and obtain your approval prior to performing the work.

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

Our consulting rate is $300/hour and billed in blocks of 10 hours, due in advance of services rendered.

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

Cyentist, LLC

447 Broadway, 2nd FL #474

New York, NY 10013

Clients are responsible for the completion of all payment plans associated with the products and services purchased. By engaging in a payment plan for projects or ongoing monthly service terms, you are legally obligated to complete the full payment plan. We reserve the right to seek full recovery of any unpaid balances via our collection agency, plus collection costs.

Term

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

Unless otherwise noted, the Agreement term for ongoing service Agreements is 12 months and will auto-renew unless an intent to terminate is sent in writing to sean@cyentist.com at least 60 days before the end of term (EOT).

Recurring services will automatically renew annually with a 10% pricing increase.

Deliverable Acceptance

All requests for revisions must be made clear in writing within three business days of receiving deliverables. Deliverables will be deemed accepted if we do not receive feedback within one business day. Client waives any remaining revision requests once a deliverable is accepted.

Termination Fee

If the client terminates or cancels this Agreement before the end of the term for any reason not amounting to a willful wrong or intentional non-performance by Agency, 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 collection and attorney fees, plus court costs and expenses of litigation.

Cancellations & Interrupted Projects

If the client cancels, 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 at the current rates.

Late Payments

Payments not received on time may result in an immediate cease in work until payment is received. Late payments will be charged an additional 3% fee after seven days. Payments not received within 45 days, will result in termination of this Agreement and the termination fee will be applied.

SOW & Scope Changes

The initial statement of work and scope of the project must remain intact to avoid additional fees. New requirements introduced after the agreement is signed will be billed separately at our hourly consulting rate.

Agency reserves the right throughout the project duration to determine if any work effort by Agency resources is external to the Services defined in this SOW, thereby requiring an amendment.

Revisions

One (1) revision is included with each project deliverable unless otherwise stated. Each revision request is limited to one hour. Additional requests are subject to our hourly consulting rate.

Point Of Contact

Client will establish a single point of contact and provide the necessary access to people and documentation required by Agency to complete work.

Feedback

Client point of contact will provide timely and consolidated feedback for all Agency deliverables within one business day.

Expenses

All reasonable outside expenses, including, but not limited to, licenses, software, services, and supplies will be paid directly by the client or billed separately once approved.

Resources

Agency reserves the right to allocate and adjust resources assigned to the Client’s business to properly complete the Services within the approved budget.

Notices

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

Ownership

Ownership of the final work product transfers from Agency to Client upon full payment for services per the statement of work. The final work product may include non-editable asset files such as logos, artwork, graphics, documents, photos, etc. For website and social media projects, this will also include transfer of website ownership and applicable login credentials. Working design files are proprietary and shall not be transferred to Client.

Advertising

Agency reserves the right to maintain an unobtrusive site credit with a link in the footer of Client’s website. The text will read similar to, “Branding and website design by Cyentist”, which will link to our website: https://cyentist.com. We also reserve the right to reference all work we’ve done for your company in our advertising and promotions in order to promote Agency’s services to new potential clients.

Contact Method & Availability

Agency makes every effort to respond to email and phone calls within one business day during business hours. Agency business hours are Monday through Friday from 9:00 am - 5:00 pm EST. This excludes weekends and major U.S. holidays. Kindly refrain from contacting us via text message unless it is a true emergency.

Liability

Client agrees to indemnify, defend, and hold harmless Agency, 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 Agency and Affiliates in connection with any claim or judgment by a third party arising out of this Agreement.

Client assumes full responsibility for all use of the approved work product. Due to the nature of Agency’s work, Client specifically agrees to indemnify, defend, and hold harmless Agency, and its directors, officers, employees, agents, independent contractors, consultants, providers, subsidiaries, and affiliates, from and against intellectual property claims, challenges, and disputes arising from its use of the approved work product.

Agency 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 Union County, NJ. The arbitration shall be governed by the laws of the State of New Jersey. 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 the 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 witnesses. 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.

Severability

If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

Subject To Change

We reserve the right to change, modify, and/or update these Terms without notice. Your continued use of our services after any such changes serves as your explicit acceptance of such changes. It is your responsibility to check this page periodically for such changes.

Updated 12/04/2023