Terms & Conditions V1.2

1. Definitions and Interpretation

1.1 “Agreement” means this contract between the Client and Emails For Good, including the Order Form, Pricing Guide, and these Terms & Conditions.

1.2 “Applicable U.S. Laws” means all federal, state, and local laws, statutes, regulations, and codes in force in the United States.

1.3 “Business Day” means any day other than Saturday, Sunday, or public holidays when banks are open for business in the United States.

1.4 “Confidential Information” means all non-public, proprietary, or sensitive data exchanged between the Parties.

1.5 “Klaviyo-Attributed Revenue” means revenue reported under Klaviyo’s default attribution model.

1.6 “Client Data” means all materials, content, customer data, platform access, or other information provided by the Client.

1.7 “U.S. Data Protection Laws” means all applicable U.S. privacy and marketing regulations, including the California Consumer Privacy Act (CCPA), the CAN-SPAM Act, and any other relevant federal or state rules.

2. Provision of Services

2.1 Scope of Services
Emails For Good (“Service Provider”) will provide email and SMS marketing services as described in the Client’s selected plan in the Pricing Guide or Order Form. Services may include strategy, design, setup, execution, testing, and optimization.

2.2 Instructions
The Service Provider shall follow reasonable Client instructions that fall within the agreed scope of work.

2.3 Revisions
The number of consolidated revision rounds per creative asset (copy/design) is defined by the Client’s selected plan in the Order Form. Any revisions beyond this limit will be considered out-of-scope and billed separately.

2.4 Client Approvals
The Client must approve or provide consolidated feedback within three (3) Business Days to avoid delays.

2.5 Communication & Project Management

Slack Channel – Lite Plans include one Slack channel; higher tiers may include up to two (internal + external alignment).

Fulfillment Process – All requests, approvals, and tracking must go through Slack and the ClickUp client dashboard.

No External Systems – The Service Provider will not integrate with or manage tasks in client CRMs, ERPs, or other internal tools.

Feedback – Feedback must be consolidated and delivered through ClickUp; piecemeal feedback may result in delays.

2.6 Data Use for Case Studies
The Client grants the Service Provider permission to use anonymized performance data for internal research, reports, and marketing case studies. No identifiable Client data will be shared without prior written consent.

2.7 Service Updates
The Service Provider may adjust its service offerings or communication standards in line with industry best practices. Any material changes affecting the Client’s workflow will be communicated in advance.

2.8 Ownership of Deliverables
The Client retains full ownership of all creative deliverables once invoices are paid in full. The Service Provider retains ownership of pre-existing templates, processes, and frameworks.

2.9 Post-Termination Support
Limited Slack support (minor questions or historical data access) will be available for ninety (90) days after contract termination. Additional services or substantive requests will be billed separately.

2.10 Deliverability Prerequisites
If the Client’s account requires domain warming, deliverability remediation, or migration to Klaviyo, work will not begin until baseline deliverability standards are achieved.

2.11 Out-of-Scope Requests
Requests outside the agreed scope (e.g., exceeding deliverables, additional meetings, unrelated projects) may:

-- Require a revised scope of work and pricing,

-- Be delayed until approval, or

-- Be declined unless explicitly agreed in writing.

3. Payment & Pricing Rules

3.1 Retainer & Fees

-- Monthly Retainer – Billed upfront each month on the same calendar date as the initial payment.

-- Performance Fees (if applicable) – Calculated solely on Klaviyo-attributed revenue.

-- Sign-Up / Setup Fees – One-time fee due together with the first month’s retainer before services begin.

3.2 Late Fees & Collections

-- Past-due balances accrue interest at 1.5% per month (or the maximum permitted by law) plus a $150 reinstatement fee if services are suspended.

-- Service Suspension – Services may be paused if payment is 30+ days overdue.

-- Collections – Invoices 60+ days overdue may be referred to collections.

-- Clients must notify the Service Provider before the due date if payment delays are anticipated.

3.3 Invoicing & Payment Methods

-- Invoices are due within thirty (30) days unless automatic payment is authorized.

-- All payments must be made in U.S. Dollars (USD) in cleared funds via Stripe, ACH, or another approved method.

3.4 Refunds & Taxes

-- Refunds are only available under the 30-Day Money-Back Guarantee (see Section 5).

-- Sales tax, where applicable, will be collected in accordance with U.S. state laws.

3.5 Defaults

The Service Provider reserves the right to require full payment in advance if the Client misses or defaults on an invoice.

4. Governing Law & Dispute Resolution

4.1 Governing Law
This Agreement is governed by the laws of the State of New York.

4.2 Dispute Resolution & Arbitration
Both parties agree to attempt to resolve disputes in good faith through direct communication. If resolution cannot be reached within thirty (30) days, disputes shall be submitted to binding arbitration under the Federal Arbitration Act (FAA), to be held in New York unless otherwise agreed. Each party bears its own costs, except where the arbitrator finds bad faith, in which case the responsible party covers reasonable fees.

4.3 Chargebacks Prohibited
The Client waives the right to file chargebacks with their bank or payment provider. All disputes must follow the resolution process outlined in this Agreement.

4.4 Automatic Renewals
This Agreement renews automatically on a month-to-month basis unless the Client provides thirty (30) days’ written notice before the next billing cycle. No mid-month cancellations or prorated refunds.

5. Refund Policy

5.1 30-Day Onboarding Guarantee
New Clients are eligible for a full refund of their first month’s retainer if they are dissatisfied for any reason. Requests must be made within thirty (30) days of the initial payment. This guarantee is designed to give new Clients a risk-free opportunity to evaluate the Services.

5.2 What’s Non-Refundable
To keep things fair and consistent across all partnerships, some items are not refundable once paid:

-- Sign-Up / Setup Fees – These cover onboarding and are due before services begin.

-- Performance Fees – These are based on Klaviyo-attributed revenue and reflect results already delivered.

-- Hourly Work – Once scheduled or delivered, out-of-scope projects are non-refundable.

-- Third-Party Costs – Any external platform, data, or software fees we pass through.

-- Partial Months & Past Periods – Payments for months already in progress, or services not used before cancellation.

-- Processing Fees – Bank charges, reinstatement fees, and similar costs.

5.3 After the First Month
After the Onboarding Guarantee period, all retainers and fees are considered final.

5.4 Requesting a Refund
To use the Onboarding Guarantee, simply email us within 30 days of your first payment. We’ll confirm your request and close things out smoothly.

.6. Liability, Indemnity, and Insurance

6.1 Insurance
The Service Provider shall maintain appropriate business insurance, including public liability coverage, at all times during the term of this Agreement.

6.2 Non-Excludable Liabilities
Nothing in this Agreement limits or excludes the Service Provider’s liability for:

-- Death or personal injury caused by negligence,

-- Fraud or fraudulent misrepresentation, or

-- Any other liability that cannot legally be excluded under Applicable U.S. Laws.

6.3 Exclusions of Liability
Subject to Clause 6.2, the Service Provider shall not be liable to the Client for any:

-- Loss of profits, sales, or anticipated savings,

-- Loss of business, agreements, or contracts,

-- Loss of goodwill or damage to reputation,

-- Loss, corruption, or misuse of software, data, or information,

-- Indirect, incidental, or consequential loss of any kind, or

-- Errors, interruptions, or damages arising from third-party platforms, providers, or acts outside the Service Provider’s control.

6.4 Liability Cap
Subject to Clauses 6.2 and 6.3, the total liability of the Service Provider to the Client, however arising, shall be limited to the total fees paid by the Client in the six (6) months immediately preceding the event giving rise to the claim.

6.5 Earnings Disclaimer
The Client acknowledges that the Service Provider makes no guarantees or warranties regarding future revenue, profits, or business performance. Any projections, examples, or case studies provided are illustrative only. Actual results may vary due to factors outside the Service Provider’s control, including but not limited to market conditions, product demand, operational issues, and customer behavior.

6.6 Compliance with Instructions
The Service Provider shall not be liable for losses arising from the Client’s failure to follow recommended instructions, guidelines, or best practices.

6.7 Indemnification
The Client agrees to indemnify and hold harmless the Service Provider against any claims, damages, or expenses arising from:

-- Client-provided materials, data, or content,

-- Client’s misuse of Services, or

-- Client’s non-compliance with applicable marketing, privacy, or data protection laws.

7. Term and Termination

7.1 Agreement Duration
This Agreement shall commence on the agreed Commencement Date and continue for the initial Term specified in the Client’s Order Form. The initial Term covers setup and implementation as outlined in the Client’s selected plan.

7.2 Rolling Monthly Retainer
After the initial Term, Services will continue on a rolling 30-day basis unless the Client provides written notice of non-renewal at least thirty (30) days before the next billing cycle. Deliverables included in the rolling retainer are defined by the Client’s selected plan in the Pricing Guide or Order Form.

7.3 Execution Framework & Client Responsibilities

-- Turnaround & Approvals – Campaigns and creative work must be finalized and approved within the timelines specified in the Service Provider’s standard operating procedures. Delays in Client approvals, asset delivery, or feedback may result in project delays or rescheduling.

-- Client Responsibilities – The Client must provide timely access to required platforms (e.g., Klaviyo, Shopify, pop-up tools), respond to requests and approvals within the required timeframes, and supply promotional assets or product details as needed.

-- Scope of Support – The Service Provider’s support includes Klaviyo account management, email/SMS execution, and light Shopify integration (e.g., Klaviyo-related theme updates and sync troubleshooting). Broader eCommerce development, paid media, or social media management are expressly excluded unless agreed separately.

-- Out-of-Scope Requests – Services requested outside the agreed deliverables may require a revised scope of work, additional fees, or may be declined at the Service Provider’s discretion.

7.4 Termination by Either Party
Either Party may terminate this Agreement after the initial Term by providing thirty (30) days’ written notice. If the Client terminates, no further payments will be due beyond the notice period.

7.5 Immediate Termination by the Service Provider
The Service Provider may terminate this Agreement immediately by written notice if:

-- The Client fails to make a payment within thirty (30) days of the due date,

-- The Client commits a material breach and fails to remedy within seven (7) Business Days of notice,

-- The Client becomes insolvent, declares bankruptcy, or undergoes a change of control that affects obligations, or

-- The Client ceases, or threatens to cease, business operations.

7.6 Account Handover & Final Obligations
If the Client requests an account handover upon termination, the Service Provider may charge a handover fee for the time and resources required. Upon termination:

-- All outstanding fees become immediately due,

-- All confidentiality, intellectual property, and payment clauses remain in effect,

-- Termination does not affect any claims or remedies accrued,

-- Both Parties must cease use of the other’s Confidential Information and return or destroy such materials.

8. Data Protection & Processing

8.1 Compliance with Laws
Both Parties shall comply with all applicable U.S. data protection and privacy laws, including but not limited to the California Consumer Privacy Act (CCPA), the CAN-SPAM Act, and any other relevant regulations.

8.2 Roles of the Parties
The Client is the Data Controller and is solely responsible for ensuring lawful collection, storage, and use of customer data. The Service Provider is the Data Processor and will handle such data only as necessary to deliver the Services under this Agreement.

8.3 Client Responsibilities
The Client confirms that it has obtained all necessary consents and legal permissions to transfer customer data to the Service Provider. The Client is solely responsible for GDPR compliance (if applicable) and should seek independent legal advice regarding marketing compliance in their jurisdiction.

8.4 Assumption of Consent
Unless otherwise instructed in writing by the Client, the Service Provider shall assume that all email and SMS contacts provided by the Client have validly consented to receive marketing communications.

9. No Waiver

No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall a waiver of any breach be deemed a waiver of any subsequent breach.

10. Additional Legal Provisions

10.1 Assignment & Subcontracting
Neither Party may assign or transfer this Agreement without prior written consent. The Service Provider may subcontract work to trusted partners, provided the Service Provider remains fully responsible for performance of this Agreement.

10.2 Timelines & Deadlines
All project timelines are estimates for guidance only and may be adjusted due to workload, deliverables, or unforeseen events. The Client must provide required access, assets, and approvals promptly to avoid delays. The Service Provider reserves the right to adjust delivery schedules as needed.

10.3 Communication
The Client agrees to use the Service Provider’s designated communication channels (e.g., Slack, ClickUp, email) for all project-related discussions. Failure to use these channels may result in project delays.

11. Relationship of the Parties

This Agreement does not create a partnership, joint venture, employer-employee relationship, or agency between the Parties. Each Party is and shall remain an independent contractor.

12. Non-Solicitation

12.1 Employee & Contractor Protection
During the Term of this Agreement and for twelve (12) months after termination, neither Party shall directly solicit, hire, or contract with any employee, contractor, or partner of the other Party without prior written consent.

12.2 Client & Customer Protection
During the Term of this Agreement and for twelve (12) months after termination, neither Party shall knowingly solicit or attempt to solicit the other Party’s clients or customers in a manner that directly competes with the other Party’s business.

13. Third-Party Rights

This Agreement does not grant rights to any third party unless expressly stated. All rights and obligations remain solely between the Client and the Service Provider.

14. Notices & Formal Communication

14.1 Method of Notice
All formal notices under this Agreement must be in writing and delivered by:

-- Email with confirmation of receipt,

-- Registered mail, or

-- Another method mutually agreed in writing.

14.2 Timing of Delivery

-- Email with confirmation of receipt: deemed delivered immediately,

-- U.S. mail: deemed delivered five (5) business days after mailing,

-- International mail: deemed delivered ten (10) business days after mailing.

15. Entire Agreement & Modifications

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, whether written or oral. No modification is valid unless made in writing and signed by both Parties.

16. Counterparts & Electronic Signatures

This Agreement may be executed in counterparts (including electronic copies), each of which is deemed an original, but all together constitute the same agreement. Electronic signatures shall be binding and enforceable.

17. Sever-ability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Notices & Contact Information:
In accordance with Section 14 of this Agreement, all formal notices and legal communications shall be directed to:

Emails For Good (NUROTONE LLC)
Attn: Nolan Butler
206A Dryden Rd #953
Ithaca, NY 14850
Email: [email protected]

Versioning:
These Terms & Conditions are maintained by Emails For Good (NUROTONE LLC).

Current Version: V1.2 — Last updated September 1st, 2025

Previous Version(s):

-- V1.1 — Last updated June 3, 2025