Terms & Conditions

1. Agreement

By engaging S&D Consulting for ongoing retainer services or project-based work, the client agrees to the terms outlined below.

These Terms & Conditions apply to services provided by S&D Consulting unless different terms are expressly agreed to in writing. Individual proposals, project scopes, statements of work, and retainer agreements may contain additional terms specific to that engagement. Where engagement-specific terms differ from these general Terms & Conditions, the engagement-specific written terms will control for that engagement.

Written approval of a proposal or scope of work and/or submission of payment constitutes acceptance of the applicable agreement and these Terms & Conditions.

2. Scope of Services

Services are delivered based on the selected retainer tier or an agreed-upon project scope.

Retainer services are designed to cover ongoing maintenance, updates, and structured support within a defined monthly capacity.

Work outside the defined retainer scope—including, but not limited to, new builds, major redesigns, campaign creation, surveys, new events, substantial content creation, new workflows, automation, multi-step communication coordination, or significant strategic work—may be treated as separate project work and billed accordingly.

Retainer hours or capacity apply only to work within the defined retainer scope unless S&D Consulting expressly agrees otherwise in writing.

3. Retainer Structure & Capacity

Each retainer tier includes a defined monthly allocation of time and service scope.

Work is performed within the allotted monthly capacity. Unused hours do not roll over unless explicitly agreed upon in writing.

Work exceeding the monthly allocation may be billed at the applicable overage rate or deferred to a future work period at S&D Consulting's discretion.

Retainer clients receive priority scheduling within their agreed scope and available capacity. A retainer does not provide unlimited services, unrestricted access, guaranteed immediate turnaround, or on-demand availability.

4. Work Requests, Acceptance & Scheduling

All work requests must be submitted through the designated request system when one has been established for the client.

It does not constitute:

• acceptance of the work;
• confirmation that the work falls within a retainer;
• approval of the requested scope;
• agreement to a requested deadline;
• authorization to begin work; or
• reservation of production time.

S&D Consulting will review requests for scope, scheduling requirements, existing workload, and applicable fees.

A project is considered accepted and scheduled only after S&D Consulting has expressly confirmed the work and all applicable prerequisites—including approval, required materials, access, and payment or deposit—have been received.

Requested dates remain tentative until confirmed by S&D Consulting.

5. Project Work & Deposits

Work outside an applicable retainer scope will be treated as separate project work unless otherwise expressly agreed in writing.

Before project work begins, S&D Consulting will provide an estimate, quote, project scope, or other written description of the proposed work as appropriate.

Unless otherwise specified in writing, project work requires a 50% deposit before production time is reserved or work begins.

If an estimate is expressed as a range, the initial deposit may be calculated using the lower end of the estimated range unless otherwise stated in the proposal.

Proposed launch, production, and delivery dates may change if the required deposit, materials, access, feedback, or approvals are not received by the deadlines specified in the project scope.

Deposits and payments are non-refundable once work or reserved production capacity has commenced, except where otherwise required by law or expressly agreed in writing.

6. Billing, Final Payment & Past-Due Accounts

Retainers are billed according to the payment schedule established in the applicable retainer agreement.

Unless otherwise specified in writing, the remaining balance for project work is invoiced upon completion or delivery and is due within seven (7) calendar days of the invoice date.

Additional project work, approved overages, or other separately authorized services will be invoiced according to the applicable project terms.

Amounts not paid when due are considered past due.

Past-due balances may accrue interest at the lesser of 10% per annum or the maximum rate permitted by applicable law, calculated from the date the payment became past due.

S&D Consulting may suspend or defer new project scheduling, priority scheduling, project work, or other noncritical services while an account contains a past-due balance.

Suspension for nonpayment does not constitute a breach of S&D Consulting's delivery obligations, and S&D Consulting is not required to preserve previously proposed production or delivery dates during a payment-related suspension.

Once an account is brought current, work will be rescheduled according to then-current availability.

Any reasonable third-party collection costs, filing fees, or other recovery costs legally recoverable from the client may be pursued where applicable.

7. Additional Work, Scope Changes & Fees

The following generally fall outside standard retainer scope and may incur additional charges:

• new pages or significant website structures;
• email campaigns;
• surveys;
• event campaigns;
• automation or new workflows;
• multi-step communication campaigns or coordination;
• major feature builds;
• large-scale revisions or redesigns;
• substantial content creation;
• strategy development beyond light advisory support;
• work resulting from previously completed project findings or recommendations; and
• emergency or expedited requests.

All additional work will be identified and approved before execution whenever reasonably practicable.

If the scope changes materially after work begins, S&D Consulting may provide a revised estimate, require an additional deposit, and/or revise the project schedule before proceeding with the expanded work.

A completed project does not automatically include subsequent implementation, strategy, revisions, campaigns, presentations, or other work arising from its findings or deliverables unless those services are expressly included in the approved project scope.

8. Expedited & Rush Work

Requests requiring accelerated turnaround may be accommodated based on availability and must be expressly accepted by S&D Consulting.

A client's requested deadline, internal urgency, event date, or delayed submission does not automatically constitute acceptance of expedited work.

Rush or expedited work may be billed at the expedited rate established in the applicable agreement, proposal, or current service schedule.

Acceptance of expedited work must be confirmed by S&D Consulting before the expedited timeline applies.

9. Client Responsibilities & Project Dependencies

The client agrees to provide requested content, assets, credentials/access, decisions, approvals, and consolidated feedback within the timeframes required for the project.

Project schedules depend upon timely client participation.

If required materials, access, approvals, feedback, or payments are delayed, associated production, launch, and delivery dates may be adjusted accordingly.

S&D Consulting is not responsible for missed client-requested deadlines resulting from delayed client dependencies.

When a project includes performance targets—including response rates, engagement levels, conversions, traffic, participation, or other outcomes—such targets represent objectives rather than guaranteed results unless expressly guaranteed in writing.

10. Revisions & Iteration Boundaries

Retainers and projects include only those revisions reasonably contemplated by the applicable scope of work.

Repeated or iterative revisions that materially increase the required time investment may be treated as additional work.

Structural, strategic, or directional changes after approval may require a revised scope, additional fees, and revised timeline.

Requests made after a project has been completed or closed may be treated as new project work.

11. Communication Standards

Work is built on clear, respectful, and structured communication.

S&D Consulting may redirect fragmented, informal, or unstructured work requests into the appropriate written request or project-management process.

Where a designated request system exists, requests submitted through email, text message, meetings, or other informal channels may be redirected to that system before they are reviewed or scheduled.

Informal discussions, preliminary conversations, or statements that S&D Consulting can potentially assist with something do not constitute project acceptance or agreement to a deadline.

12. Third-Party Platforms, Services & Costs

External tools, plugins, hosting, software subscriptions, advertising costs, printing, contractors, or third-party services required for execution are not included unless expressly stated.

Third-party platforms and services remain subject to their own availability, functionality, policies, outages, and technical limitations.

S&D Consulting is not responsible for delays, service interruptions, data limitations, or functionality changes caused by third-party systems outside S&D Consulting's reasonable control.

13. Intellectual Property

All pre-existing tools, systems, methodologies, templates, processes, frameworks, and intellectual property belonging to S&D Consulting remain the property of S&D Consulting.

Upon full payment, final client-specific deliverables become the property of the client except for pre-existing S&D Consulting intellectual property incorporated into those deliverables.

Unless otherwise agreed, S&D Consulting retains the right to showcase nonconfidential completed work in its portfolio or professional materials.

14. Confidentiality

Both parties agree to maintain the confidentiality of sensitive or proprietary information shared during the engagement, subject to applicable law and any separately executed confidentiality agreement.

15. Limitation of Liability

To the extent permitted by applicable law, S&D Consulting is not liable for indirect, incidental, special, or consequential damages arising from the engagement.

S&D Consulting's aggregate liability relating to an engagement is limited to the amount paid to S&D Consulting for the applicable services during the most recent billing period or applicable project, as appropriate, except where such limitation is prohibited by law.

16. Termination

Either party may terminate an engagement according to the termination provisions of the applicable retainer agreement or project scope.

Unless otherwise agreed, ongoing retainers require 30 days' written notice.

The client remains responsible for all fees, approved work, incurred costs, and outstanding balances through the effective termination date.

Termination does not eliminate payment obligations for work already completed, approved project work, or production capacity already reserved under an applicable non-refundable project deposit.

17. Governing Law

These Terms & Conditions and associated engagements are governed by the laws of the State of California, without regard to conflict-of-law principles.

18. Dispute Resolution

The parties agree to first attempt to resolve disputes through good-faith written negotiation.

If a dispute cannot reasonably be resolved through direct negotiation, the parties may pursue mediation before litigation where appropriate or where required by an applicable agreement.

Nothing in this section prevents either party from pursuing remedies necessary to collect undisputed amounts due or protect legal rights where delay would materially prejudice those rights.

19. Amendments & Current Terms

S&D Consulting may update these Terms & Conditions prospectively from time to time.

Material changes affecting an existing ongoing client relationship will be communicated through reasonable written notice.

Updated terms apply prospectively to new work, renewals, new project approvals, and future services as permitted by applicable agreements and law. Updates do not retroactively alter payment or other material obligations already incurred under previously agreed terms unless both parties expressly agree otherwise.

The version of these Terms & Conditions applicable to a separately approved project may be identified or incorporated by reference in the applicable proposal or scope.

20. Refund Policy & Prepaid Terms

Payments to S&D Consulting are non-refundable except where otherwise required by law or expressly stated in writing.

This includes monthly retainer payments, prepaid packages, project deposits after production capacity has been reserved or work has begun, discounted pricing, and annual prepaid retainers.

For annual or prepaid retainers, payment reserves capacity throughout the agreed term. A client's decision to discontinue use of services does not create an entitlement to a refund for unused capacity unless otherwise expressly agreed.

Cancellation applies prospectively according to the applicable agreement and does not eliminate existing payment obligations.