Effective Date: 09.27.2025.
Welcome to Nondescripts! These Terms and Conditions (the “Terms”) govern your use of the services provided by Nondescripts (“I,” “me,” or “my”) and my website, https://nondescripts.com (the “Site”). By engaging me for any services, you agree to be bound by these Terms.
1. Scope of Services
I will provide the services as detailed in a separate, written Service Agreement, Statement of Work (SOW), or Project Proposal signed by both parties. Any changes or additions to the scope of work must be agreed upon in writing.
2. Payments and Billing
Fees: All fees for services will be outlined in the SOW or Project Proposal. Payment Schedule: Unless otherwise agreed, services may require an upfront retainer or deposit before work begins, with subsequent milestone payments or monthly billing as specified in the SOW. Payment due dates are strictly enforced. Late Payments: I reserve the right to pause all work, withhold all deliverables, and charge a late fee (e.g., 1.5% per month or the maximum rate permitted by law) on any unpaid balance that is past due.
3. Intellectual Property Rights
Client Ownership: Upon full and final payment for the services, I will transfer the intellectual property rights for the final deliverables (e.g., final logo files, final website code, final strategy document) outlined in the SOW to you. This transfer is limited to the specific uses defined in the SOW. Nondescripts’ Retention: I retain all intellectual property rights to any and all pre-existing materials (including proprietary software, templates, tools, and methodologies) used to create the deliverables. I also retain the right to use the final deliverables and project details for my own portfolio, marketing, and case studies, unless a Non-Disclosure Agreement (NDA) is in place. Source Files and Drafts: Unless explicitly included in the SOW and paid for, I am not required to provide raw, editable, or source files, working files, drafts, or internal notes.
4. Confidentiality
Both parties agree to treat all business information and intellectual property of the other party as confidential and will not disclose such information to any third party without prior written consent, except as required by law.
5. Project Management (Ring Leader Model)
When utilizing my project management or outsourcing services (The Ring Leader Model), you acknowledge that I act as the Strategic Director and will engage trusted third-party partners (subcontractors) to complete parts of the work. I manage the relationships, quality, and communication with these partners, ensuring a unified delivery. You agree to permit the sharing of necessary project data and confidential information with these partners on a need-to-know basis to facilitate the execution and delivery of the project.
6. Termination
Either party may terminate the services contract upon written notice if the other party breaches a material provision of these Terms or the SOW and fails to cure the breach within [e.g., 10 days] of receiving written notice. Upon termination, you agree to pay for all work completed up to the termination date, based on the rate and payment schedule in the SOW.
7. Limitation of Liability
You agree that my liability for any damages arising out of these Terms or the services provided is limited to the amount of fees paid by you to Nondescripts under the relevant SOW for the specific services that gave rise to the claim. I am not liable for any indirect, incidental, punitive, or consequential damages, including but not limited to lost profits, lost savings, or business interruption.
8. Warranties and Indemnification
I warrant that the services will be performed in a professional manner. I do not guarantee any specific results or outcomes, including business success, increased sales, or specific market performance, as these are dependent on factors outside my control. You agree to indemnify and hold me harmless from any and all claims, losses, or liabilities (including legal fees) arising from your use of the deliverables, your content, or any third-party claims alleging that the content I created based on your materials infringes on any third-party intellectual property rights.
9. Governing Law
These Terms shall be governed by and construed in accordance with the laws of CA, USA, without regard to its conflict of law principles. Any legal action or proceeding related to these Terms shall be brought exclusively in the courts located in Ventura, CA USA.