Overview
These Terms of Service (“Terms”) govern the services Northwoods (“we,” “us,” or “our”) provides to its clients. By engaging us or using our services, you agree to these Terms. If you have a signed order form or statement of work with us, its terms control where they conflict with these.
Services
We provide design, development, deployment, and related software and consulting services as described in the order form, proposal, or statement of work agreed with each client (each, an “Order Form”). We may use subcontractors to deliver the services, but we remain responsible for the work.
Fees and payment
Fees are set out in the applicable Order Form and, unless stated otherwise, are invoiced in advance with payment due within 30 days (NET 30). Overdue amounts may accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. Fees are exclusive of taxes, which are the client’s responsibility.
Term and termination
These Terms apply for the duration of the relevant Order Form. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. For ongoing monthly engagements, either party may terminate with 30 days’ written notice. On termination, the client will pay all fees accrued through the termination date.
Intellectual property
Each party keeps ownership of the intellectual property it brings to an engagement. Once the client has paid in full for a deliverable, we grant the client a worldwide, royalty-free, non-transferable license to use that deliverable for its intended business purpose. We retain ownership of our underlying tools, frameworks, and general know-how, including any improvements developed along the way.
Confidentiality
Each party will protect the other’s non-public information with reasonable care and use it only to fulfill its obligations under these Terms.
Warranties and disclaimers
We will perform the services in a professional and workmanlike manner. Except as expressly stated, the services and deliverables are provided “as is” without warranties of any kind, whether express or implied.
Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, or consequential damages, and each party’s total liability is limited to the fees paid for the services during the 12 months before the claim.
Data protection and security
We use commercially reasonable measures to protect data we handle on a client’s behalf. See our Privacy Policy for how we handle personal information.
Compliance with laws
Each party will comply with the laws and regulations that apply to it in connection with these Terms.
Governing law
These Terms are governed by the laws of the State of Maine, without regard to its conflict-of-laws rules.
Changes to these Terms
We may update these Terms from time to time. When we do, we’ll revise the effective date shown above.
Contact us
Questions about these Terms? Email us at hello@northwoods.agency.