Client services agreement.

This Client Services Agreement ("Agreement") is between Matt Kenney's Design Company LLC, doing business as Matt Kenney's Design Co. ("MKDC", "we", "us"), and the client named in the proposal ("you").

Your proposal, any statement of work, schedule and written change orders are part of this Agreement. If they conflict, the proposal controls on project-specific business terms (scope, fees, deliverables, schedule, included revisions and support) and this Agreement controls on everything else.

The version of this Agreement that applies to your project is the one named in your proposal. Earlier versions are at kenneys.net/terms/archive.

Just visiting the site? Our Website Terms of Use cover that.

We provide the services described in your proposal, which may include brand identity, web design and development, design systems, motion, Product Build and creative direction.

Timelines depend on you delivering content, access, feedback and approvals on time. Anything that changes the agreed scope, deliverables, schedule or assumptions is a change in scope and needs written approval from both of us before we do it.

After the intro call we send a written fixed price within 24 hours. Your project is scheduled when you approve the proposal in writing and pay the deposit.

Prices are fixed per project and stated in the proposal. We take payment by Zelle, or by another method named in the proposal.

Approved extra work and pre-approved expenses (stock assets, fonts, plugins, hosting, domains, printing, software, contractors, travel) are invoiced as they come up and are due within 7 days.

The deposit reserves your start date and pays for the first half of the work.

If you cancel, we keep the greater of (a) a fair share of the fixed price for the work already done, plus non-cancellable costs, or (b) a scheduling fee of 25% of the deposit, which we both agree is a reasonable estimate of what it costs us to hold and then lose a reserved slot. We refund the rest of the deposit within 14 days.

Payments for work already done aren't refundable. You're paying for our time, judgment and craft, not a guaranteed subjective result. Not liking a direction or a draft is what revision rounds are for, not a basis for a refund.

Balances unpaid 7 days after the due date accrue interest at 1.5% per month (18% per year) or the highest rate the law allows, whichever is lower, until paid.

If an invoice is overdue we may pause work, and pause the license in [10] for the unpaid work, until you're current. If either of us sues to enforce this Agreement, the winning party (including one that gets substantially what it asked for in a settlement) may recover reasonable attorneys' fees and costs.

Included revision rounds are stated in the proposal. A revision is a reasonable change to work already presented, within the approved direction. A new concept, reversing a prior approval, or a material change of direction is new work and is quoted separately.

Review deliverables promptly and carefully. After you approve something, further changes are limited to minor corrections unless we agree otherwise in writing.

Provide the text, images, trademarks, brand materials, credentials and technical information we need, on time. Name one point of contact with authority to approve.

You confirm you own or have permission to use everything you give us. You are responsible for final proofreading and for factual, legal and regulatory review before anything is published, printed or launched.

For web and product work, the GitHub repository and Vercel project live in accounts you own, and we work inside them from day one. Your domain is registered in your name. You can remove our access at any time; we keep our own copy for our records.

Because the code lives in your accounts, we never hold files hostage. If you don't pay, our remedies are the ones in [06] and [19].

We use AI tools as part of our process: for research, code, drafts and visual exploration. The direction, selection, arrangement and finishing of the work are done by Matt. We don't deliver unedited AI output as Final Works.

Under current US law, material generated by AI without meaningful human authorship is not protected by copyright, and a copyright registration must disclose AI-generated content. If you want to register the copyright in a Final Work, tell us and we will identify any AI-generated elements and the human contributions in writing so your application is accurate. Where an element is purely AI-generated, our assignment in [10] covers whatever rights exist in it, and we do not promise that such an element is protectable on its own.

You may ask us in writing not to use AI tools on specific confidential materials, and we will honor that.

Identity System and Brand Ecosystem projects include two months (60 days) of support from launch. Foundation and Product Build don't include support unless the proposal says so.

Support covers fixing defects in the work we delivered, answering questions about using it, and small file exports. It doesn't cover new features, new pages, content changes, redesigns, third-party outages, or problems caused by changes made by you or others. Support after that is quoted separately.

When a design studio hires us for its own client, the studio is our client. We invoice the studio, never its client. We sign the studio's NDA before any project details are shared (or ours, if it prefers). We don't contact the studio's client unless the studio asks us to. The studio is responsible for its own agreement with its client, and [13] applies.

Each of us will keep the other's non-public information confidential and use it only for the project. Either of us may share it with professional advisors, with subcontractors and service providers (including hosting, email, note-taking and AI tools) that are bound by confidentiality or no-training terms and need it to help deliver the project, or when the law requires.

This doesn't cover information that is or becomes public through no fault of the receiving party, that the receiving party already knew, or that it lawfully receives from someone else without restriction. These obligations last two years after the project ends; trade secrets stay protected for as long as the law protects them.

We will perform the services in a professional and workmanlike manner consistent with industry standards.

To the best of our knowledge, the Final Works we create are our own work and do not knowingly infringe anyone's intellectual property rights. This does not cover your materials, third-party materials, open-source components, or AI-generated elements as described in [11].

We do not promise any particular commercial result, conversion rate, search ranking, legal or regulatory compliance outcome, or uninterrupted technical operation unless the proposal says so. Except as stated here, we make no other warranties, express or implied, including merchantability and fitness for a particular purpose.

You will defend and indemnify MKDC, its owner, subcontractors and agents against third-party claims arising from:

• Your materials
• Your instructions or approvals
• Your use of the deliverables outside this Agreement
• Changes made to the deliverables by you or others after delivery
• Your failure to obtain required licenses, releases or approvals

We will defend and indemnify you against third-party claims to the extent they arise directly from our breach of the warranties in [16], excluding claims caused by your materials, third-party materials, changes by you or others, or use outside the approved scope.

The party being indemnified will give prompt notice and reasonable cooperation. The indemnifying party controls the defense but may not settle in a way that admits fault for the other party without consent.

TO THE EXTENT THE LAW ALLOWS, NEITHER OF US IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE EXTENT THE LAW ALLOWS, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE FEES PAID OR PAYABLE FOR THE PROJECT THAT GAVE RISE TO THE CLAIM.

These limits do not apply to your obligation to pay fees, to either party's obligations in [17], to breaches of [15], or to fraud or willful misconduct.

Either of us may end a project on written notice if the other materially breaches this Agreement and does not fix it within 10 days after written notice.

We may pause work immediately if a payment is overdue, if you have not provided required materials, or if you otherwise prevent us from working.

If a project ends early, you pay for work done, time reserved, non-cancellable expenses and approved third-party costs through the end date, subject to [05]. Rights in unpaid work are as described in [10].

MKDC is an independent contractor, not your employee, partner or agent. We may use subcontractors for parts of the work. We stay responsible for the work and bind every subcontractor to confidentiality and IP assignment terms at least as protective as these.

Neither of us is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, labor disruption, internet or infrastructure outages, government action or epidemic.

Indiana law governs this Agreement, without regard to conflict-of-law rules. Disputes will be brought only in the state or federal courts located in Indiana, and both of us consent to their jurisdiction and venue.

This Agreement and your proposal are the entire agreement for the project and replace earlier discussions about it. Changes and waivers must be in writing and approved by both of us. If any part is unenforceable, the rest still applies.

You accept this Agreement by signing the proposal, approving a statement of work in writing, or paying the deposit. Each proposal names the version of this Agreement that applies and attaches a copy.