Terms of Service

These terms govern the working relationship between Write Design Group LLC (“Write Design Group” or “WDG”) and its clients. They apply to all engagements involving strategic communications, design, branding, writing, consulting, and related services, and take effect when a client signs a Statement of Work or Work Order with Write Design Group.

1. Purpose and Structure of Agreement

This Agreement establishes the ongoing terms under which Write Design Group may provide services to the Client. Specific projects, assignments, deliverables, or services are authorized through one or more written Statements of Work, Work Orders, purchase orders, or written email approvals, each of which is governed by these terms.

Each such authorization is referred to in this Agreement as a “Work Order.”

2. Scope of Services

Write Design Group may provide consulting, advisory, communications, brand, design, website, writing, editing, accessibility-related communications support, and related services as requested and authorized through one or more Work Orders.

Each Work Order should describe, as applicable:

• the project name or assignment

• the services to be provided

• the deliverables to be created

• the project fee

• the timeline or expected completion date

• any Client responsibilities, materials, approvals, or access needed

• any included revision rounds

• any special terms that apply only to that Work Order

 No Work Order takes effect until approved in writing by an authorized representative of the Client. Written approval may include email approval, signature, purchase order, or another written authorization method accepted by the Client.

3. Authorized Representatives

The Client may designate one or more authorized representatives who may approve Work Orders under this Agreement. Authorized representatives and any approval thresholds will be identified in each Work Order or confirmed in writing at the start of an engagement.

4. Term

This Agreement takes effect on the date both parties sign it and remains in effect for the duration of any active Work Order, unless sooner terminated in accordance with Section 6. Any Work Order approved before termination of this Agreement remains governed by these terms until the services under that Work Order are completed or terminated.

5. Payment

a. Service Fees

Fees for services are set forth in each applicable Work Order. Services are priced on a project basis, with a defined fee for each approved scope of work. Any additional services, expanded scope, or new requests require written approval and may require a revised fee or a separate Work Order.

b. Expenses

The Client shall reimburse Write Design Group for reasonable and necessary documented out-of-pocket expenses incurred in connection with the services, provided those expenses have been pre-approved by the Client. Write Design Group will submit itemized statements of approved expenses in a form satisfactory to the Client.

c. Invoices

The Client shall pay amounts shown on each invoice within fifteen (15) days after receipt, unless a different payment schedule is stated in the applicable Work Order.

d. No Benefits

Write Design Group and its employees, members, partners, contractors, or subcontractors are not entitled to any employee benefits, coverages, or privileges of the Client, including health insurance, social security, unemployment, medical, or pension payments. 

6. Termination

This Agreement or any active Work Order may be terminated:

a.    by either party upon not less than ten (10) days prior written notice to the other party;

b.    by the non-breaching party upon twenty-four (24) hours prior written notice if the other party has materially breached this Agreement or an applicable Work Order; or

c.     at any time upon the mutual written consent of both parties.

Upon termination, Write Design Group is entitled to payment for services performed and approved expenses incurred prior to the effective date of termination that have not been previously paid. If the Client has paid more than the amount owed for work completed and approved expenses incurred prior to termination, Write Design Group will refund the excess. That refund constitutes full settlement of any Client claims against Write Design Group for the terminated Work Order.

7. Cooperation

Write Design Group will use its best efforts to perform its obligations under this Agreement and any applicable Work Order. The Client will provide reasonable access to information, materials, staff, systems, files, approvals, feedback, and property as needed for Write Design Group to perform the work.

Timelines may be adjusted if Client materials, feedback, approvals, access, or decisions are delayed.

Write Design Group will cooperate with Client personnel, will not interfere with the Client’s business operations, and will observe reasonable rules, regulations, and security requirements of the Client when working on Client premises or systems.

8. Changes in Scope

If the Client requests services, deliverables, revisions, or support beyond the scope authorized in a Work Order, Write Design Group may provide an updated fee, revised timeline, or additional Work Order before proceeding.

Unless otherwise stated in a Work Order, fixed-fee projects include one round of reasonable revisions. Additional revisions, expanded scope, or new requests may require a revised fee or separate authorization.

9. Accessibility-Related Services

When applicable to the services being provided, Write Design Group will use reasonable professional efforts to support accessible communications and design practices, including attention to readability, document structure, web accessibility principles, color contrast, and accessible content practices.

Accessibility testing, legal compliance review, full ADA or WCAG audits, PDF remediation, software accessibility remediation, or third-party platform remediation are not included unless specifically described in a Work Order.

10. Proprietary Information and Work Product

a. Confidentiality

Write Design Group acknowledges that its relationship with the Client involves a high degree of trust and confidence, and that in the course of providing services, Write Design Group may have access to Proprietary Information. Write Design Group will not disclose Proprietary Information to any person or entity other than authorized representatives of the Client, or use it for any purpose other than performing the services, without written approval by an authorized representative of the Client—either during or after the engagement—unless and until that information has become public knowledge without fault by Write Design Group.

“Proprietary Information” means, by way of illustration and not limitation, all information, whether or not in writing, of a private, secret, or confidential nature owned, possessed, or used by the Client concerning its business, operations, programs, clients, donors, funders, partners, business relationships, or financial affairs, including formulas, vendor information, customer information, trade secrets, processes, research, technical data, computer programs, software, technology, products, methods, techniques, projects, marketing or business plans, unpublished financial statements, budgets, licenses, pricing, and personnel information.

These confidentiality obligations do not apply to information that: (i) becomes known to the general public without breach by Write Design Group; (ii) is generally disclosed to third parties by the Client without restriction; or (iii) is approved for release by written authorization of the Client.

Materials containing Proprietary Information—whether created by Write Design Group or others—are the exclusive property of the Client and will be used by Write Design Group only to perform the services. All such materials shall be returned to the Client upon request or upon termination of this Agreement, except that Write Design Group may retain archival copies as reasonably necessary for business records, legal compliance, portfolio documentation, or insurance purposes, subject to the confidentiality obligations of this Agreement.

Write Design Group’s confidentiality obligations extend to Proprietary Information of the Client’s customers, clients, suppliers, partners, funders, or other third parties that may have been disclosed to Write Design Group in the course of the engagement.

b. Work Product

All final deliverables created specifically for the Client under an authorized Work Order—including inventions, designs, works of authorship, developments, and improvements—shall be the sole property of the Client upon full payment of all amounts due for the applicable Work Order. Write Design Group hereby assigns to the Client all rights in those final deliverables, including copyrights, trademarks, and other intellectual property rights, upon full payment.

Write Design Group retains ownership of its pre-existing materials, methods, concepts, tools, know-how, templates, working files, unused concepts, preliminary drafts, internal notes, software, systems, frameworks, design approaches, and general knowledge, unless expressly transferred in a Work Order.

Native working files, editable source files, unused concepts, preliminary materials, and internal process documents are not included as deliverables unless specifically stated in a Work Order. Final deliverables will be provided in the format or formats described in the applicable Work Order.

c. Portfolio License

Once Write Design Group delivers final work product and the Client has paid all amounts due, the Client grants Write Design Group a perpetual, irrevocable license to display final approved public-facing work—including selected process materials and final deliverable content—for portfolio, website, gallery, and proposal purposes. This license does not extend to confidential, nonpublic, or sensitive Client information, and does not permit use of the work product for resale or other commercial purposes.

11. Sensitive Information and Privacy

The Client should not provide personally identifiable, health, financial, client, employee, donor, or other sensitive information unless reasonably necessary for an authorized Work Order. If such information is necessary, the parties will agree in advance on reasonable handling procedures.

Write Design Group will use reasonable care to protect sensitive information provided by the Client and will use that information only to perform the authorized services.

12. Third-Party Platforms, Materials, and Services

The Client is responsible for all licenses, subscriptions, platform fees, hosting fees, domain fees, printing costs, stock photography, fonts, software, plugins, payment processing fees, advertising costs, postage, and other third-party expenses required for the work, unless otherwise stated in a Work Order.

Write Design Group is not responsible for outages, policy changes, price changes, accessibility limitations, technical restrictions, data loss, service interruptions, or other issues caused by third-party platforms, software, vendors, or service providers.

13. Limitation of Liability

Neither party shall be liable to the other for any consequential, special, incidental, indirect, or punitive damages of any kind, including loss of use, loss of profit, loss of anticipated profit, loss of revenue, or loss of production, however arising under this Agreement—regardless of whether such claim is based on negligence, breach of warranty, breach of contract, statute, strict liability, or any other theory of liability—except in cases of gross negligence, willful misconduct, or intentional breach.

 14. Indemnification

Write Design Group shall indemnify, defend, and hold harmless the Client and its successors and assigns from any third-party claims, suits, judgments, or causes of action arising out of services performed by Write Design Group or its employees, members, partners, contractors, or subcontractors under this Agreement, except to the extent such claims arise from Client-provided materials, Client direction, Client approvals, Client omissions, third-party platforms, or the Client’s use or modification of the work product.

Write Design Group shall also indemnify and hold harmless the Client from any claims or liabilities, including penalties, fees, or charges, resulting from Write Design Group’s failure to pay taxes or other payments described in Section 15.

15. Independent Contractor Status

Write Design Group and the Client are independent contractors. Accordingly:

a.    Write Design Group will use its own equipment, tools, and materials to perform its obligations, except where Client systems, materials, or access are required for an authorized Work Order.

b.    The Client will not control how services are performed on a day-to-day basis. Write Design Group will determine when, where, and how services are provided.

c.      The Client will not provide training to Write Design Group.

d.    Write Design Group is solely responsible for all state and federal income taxes in connection with this Agreement.

e.    This Agreement does not constitute an employment, partnership, joint venture, or agency relationship between the parties, and neither party shall represent itself as such.

16. General

a. Survival

Sections 6 through 16 survive the expiration or termination of this Agreement.

b. Non-Solicitation

During the term of this Agreement and for six (6) months after its termination or expiration, Write Design Group shall not solicit any employee of the Client to leave the Client’s employment, nor solicit any person engaged by the Client.

c. Subcontractors

Write Design Group may use trusted contractors or subcontractors to complete components of the work, provided that Write Design Group remains responsible for their performance, the Client has no obligation to those contractors, and their use does not increase fees, costs, or expenses beyond those otherwise payable unless approved in writing by the Client.

d. Entire Agreement

This Agreement, together with any approved Work Orders, constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations—whether written or oral—with respect to its subject matter.

e. Conflicts Between Agreement and Work Orders

If there is a conflict between this Agreement and a Work Order, the Work Order controls only with respect to the specific services, fee, timeline, or deliverables described in that Work Order. All other terms of this Agreement remain in effect.

f. Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party.

g. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery, email with confirmation of receipt, or deposit in the United States mail by registered or certified mail, postage prepaid, addressed to the other party at the address they have designated.

h. Amendments

No amendment to this Agreement is valid unless made in writing and signed by both parties, except that individual Work Orders may be approved as provided in Section 2.

i. Severability

If any term or provision of this Agreement is found to be invalid or unenforceable, the remaining terms and provisions remain in full force and effect. A court making such a finding may limit, modify, or replace the invalid provision with one that is enforceable and comes closest to the original intention.

j. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of war, acts of God, earthquake, flood, fire, embargo, riot, public health emergency, government action, labor disruption, or failure of third-party power, internet, software, or telecommunications networks—provided the delayed party gives prompt notice and uses reasonable commercial efforts to correct the failure or delay.

k. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict of laws principles.

l. Arbitration

Any unresolved controversy or claim arising out of or relating to this Agreement—except claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought—shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties. If no agreement is reached within thirty (30) days after arbitrators are proposed, the American Arbitration Association (AAA) shall appoint an arbitrator with reasonable experience in business services agreements. Arbitration shall take place in Bloomington, Indiana, under AAA rules then in effect. Any award rendered shall be binding and may be entered in any court of competent jurisdiction. The prevailing party is entitled to reasonable attorney’s fees, costs, and necessary disbursements.

m. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Facsimile, digital, and electronic signatures are accepted.