Services Agreement 10.9.25
Updated 10/9/25 — replaces version 7.8.25. This version includes updated payment structures for Fixed-Scope Projects, Hourly Projects, and Power Blocks.
This agreement governs the relationship between Clients and Duck Soup E-Commerce for projects which have an associated Schedule A or require a deposit.
Scope of Services
Services
Provider shall provide e-commerce design and development services for website(s) owned by Client as outlined in Schedule A or the Theme Customization/Update Agreement (“Services”). Hereafter, Schedule A or the Theme Customization/Update Agreement shall be referred to as the Statement of Work (“SOW”).
Performance
Provider agrees to perform Services to the best of Provider’s ability and in a diligent and conscientious manner. Provider shall make best efforts to complete the Services within the time frame outlined in the SOW, allowing that delays by Client may cause the completion of Services to be delayed.
Client Responsibility
To assist in the completion of Services, Client agrees to provide information about its products, and services to Provider. Client shall provide creative assets and content to Provider in a timely manner so as not to delay the completion of Services.
Access
Client agrees to provide access, including login usernames and passwords, to systems (both internal and external) as needed by Provider to perform Services.
Relationships of Parties
Independent Organizations
Both parties agree that they are independent organizations and there is no joint venture, partnership, agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by this Agreement. Neither party may legally bind the other. Notwithstanding the use of the terms “Client”, “Provider”, or other similar terms throughout the Agreement, the parties confirm that their relationship is contractual between two independent organizations and is not a partnership.
No Exclusivity
Both parties acknowledge that their relationship is non-exclusive and either party may enter into agreements for services with other parties.
No Authority
Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.
Fees & Payment
General Payment Policies
Client shall pay Provider for Services according to the pricing model and billing schedule outlined in the Statement of Work (“SOW”) or other applicable agreement.
All invoices must be paid within five (5) business days of receipt unless otherwise stated below or in the SO
Invoices not paid within ten (10) business days shall accrue a 1.5% late fee, and Provider may recover all reasonable costs of collection (including attorneys’ fees and expenses).
All payments must be made by credit/debit card, ACH, or PayPal. Checks are not accepted.
Fixed-Scope Projects
For full-scope projects that include a Statement of Work, payment shall be divided into two installments unless otherwise stated in the SOW:
- Initial Invoice: 50% of the total project cost, due prior to project start.
- Final Invoice: 50% due upon completion of the project.
A project shall be considered complete when all deliverables listed in the SOW have been provided or, in the case of theme customization projects, when the new theme is uploaded or activated in Client’s store, whichever occurs last.
Should Client choose not to activate the customized theme, the project shall still be deemed complete, and the Final Invoice must be paid.
If a project extends more than 30 days beyond the estimated completion date due to Client delay, Provider may issue a Delay-Based Invoice equal to 50% of the Final Invoice amount. No additional work shall continue until that invoice is paid.
Hourly Projects (Theme Updates, Stencil Upgrades, or Similar)
For smaller, hourly projects such as theme updates, version upgrades, or other short-scope work, Client shall pay as follows:
- Deposit: Typically equal to 50% of the estimated project cost, due prior to project start.
- Final Invoice: Remaining balance due upon project completion, based on actual hours worked.
Details specific to these projects (including hourly rates and scope) are further defined in the Theme Customization/Update Agreement available at https://ducksoupecommerce.com/stencil-agreement
Power Block Sessions (Prepaid)
Power Blocks are prepaid, time-based sessions reserved exclusively for Client’s use. They may be used for small projects or in conjunction with an SOW.
Payment:
Payment in full is required prior to scheduling. Session dates are confirmed only after payment is received.
Cancellations and Rescheduling:
- Client may reschedule once with at least five (5) days’ notice.
- Cancellations with more than five (5) days’ notice may be refunded minus a 10% administrative fee.
- Cancellations with less than five (5) days’ notice are non-refundable but may be eligible for a one-time reschedule at Provider’s discretion.
Refunds:
Because the session reserves Provider’s time exclusively for Client, no refunds will be issued once the session begins, regardless of the outcomes or amount of work completed. Client understands that payment is for access to Provider’s time and expertise, not for a guaranteed deliverable.
These terms mirror those published on Provider’s scheduling platform (Calendly) and are hereby incorporated by reference. In the event of conflict, this Agreement shall control.
Excluded Fees
Client understands that Provider completes Services using a third-party e-commerce platform (BigCommerce). Hosting fees and other charges from third-party vendors are not included in the SOW and may change at any time.
Communication and Transmission of Data
Communication Methods
Provider and Client shall communicate about the project via email and phone only. Client shall submit all work requests (new or changes) in writing by email whenever possible.
Timing & Frequency
Provider shall send regular updates on the project status by email. Provider may at times request information from Client in order to complete aspects of the project, including but not limited to design direction, store settings, product information, text content and images. Client shall make best efforts to send requested information to Provider within three (3) business days.
Delay or Cancellation
If Provider is unable to move forward with the project due to delay in Client sending requested information, Provider retains the right to extend the project past the original estimated completion date. If Client fails to respond to Provider requests for information for thirty calendar (30) days, Provider may cancel the remainder of the project. No refund shall be provided in the case of a cancellation due to lack of response from Client.
Testing, Review and Backup
Provider Responsibility
Provider shall conduct testing of all work completed for Client prior to project completion based on the type of services provided.
Design Testing
For design work, Provider shall test completed work against the most recent version of Microsoft Edge, Google Chrome, Mozilla Firefox and Apple Safari. Provider shall conduct testing on both desktop and laptop computers, and test on both PC and Mac computers. Provider shall also conduct testing on small-screen formats including popular tablet and mobile device screen sizes.
Design Backup
If Provider is altering existing custom design work already completed by Client or another design firm, Provider shall create a backup of the original design files prior to completing any new design work.
Product Testing
For product work, Provider shall review all work to ensure it is free of errors that will affect the purchase of items by customers on Client’s website. Provider is not responsible for errors in content, such as spelling, grammar, pricing or otherwise, if such errors were included in the information provided by Client.
Store Setup Testing
For setup and configuration work, Provider will make best efforts to test all integrations and configurations to ensure they are free of errors and function as desired. Client is responsible for placing test orders when necessary to confirm successful setup and integration of order-related configurations such as shipping rules, tax rules and payment processors.
Client Responsibility
Client shall review all work completed by Provider to ensure no errors exist and report any errors found to Provider in a timely manner, prior to project completion.
Accuracy/Reliability
Client Responsibility
Client agrees to make reasonable efforts to ensure the accuracy of information, content and creative assets given to Provider to complete the Services. Provider shall not be held liable for any inaccuracies arising from incomplete or erroneous information provided by Client.
3rd Party Platform
Client acknowledges that Provider utilizes a third party e-commerce hosting solution (BigCommerce) to complete Services and shall not be held responsible for any outages or downtime of Client’s online store due to issues arising from third party’s hosting platform.
No Guarantees
Provider makes no claims as to performance of Client’s website as it relates to Services rendered under this Agreement, including revenue, profitability, search engine rankings or other metrics.
Rights, Trademarks and Ownership
Intellectual Property Rights
Provider acknowledges that Client exclusively owns all intellectual property rights related to the Website and the Mark or has been licensed by third party providers for such rights and that Provider gains no intellectual property or other rights to the Website or the Mark under this Agreement. All rights, whether now existing or which may hereafter come into existence, and which are not expressly granted to Provider herein, are expressly reserved to Client.
Client Ownership
Provider agrees that Services shall be considered “Work for Hire” and that Client shall own all work completed by Provider. Should this Agreement be terminated prior to the end of the term outlined herein, Provider shall submit to Client all work already completed (including but not limited to creative assets, theme files and product spreadsheets) within seven (7) business days. Provider may require additional payment prior to the handover if work completed is more than 50% of the project scope.
Client Responsibility
Client is responsible for securing legal permission to use 3rd party content on Client’s website. Provider assumes no liability for violation of intellectual property rights arising from content provided by Client.
Confidentiality
Responsibilities
Provider acknowledges that Client may provide confidential or proprietary information (“Confidential Information”) in order to complete Services during the term of this Agreement. Provider agrees to make commercially reasonable efforts, but in no case less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the Client. Confidential Information shall not include (even if designated by Client) information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement.
Survival
The obligations of confidentiality set forth in this Section 4 shall survive for a period of one (1) year following the termination or expiration of this Agreement.
Publicity
Client gives its approval and consent for Provider to include Client’s name, logo or screenshots of Client’s completed website on Provider’s website (https://ducksoupecommerce.com), BigCommerce partner page and social media, and refer to Client in marketing materials and business conversations as a client of Provider.
Force Majeure
Neither party will be liable for any failure to perform any obligation (other than payment obligations) hereunder, or from any delay in the performance thereof, due to causes beyond its reasonable control, including, but not limited to, acts of God, public enemy, acts of government, terrorism, war, disease, disaster, failure of communications services, fire or other casualty. If such circumstances prevent a party’s performance under this Agreement for a period of one (1) month, then either party may immediately terminate this Agreement by providing written notice to the other party.
Warranties
Each party represents and warrants to the other party that: (a) it has the full right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is bound; and (c) its promotional materials or obligations under this Agreement will, to the best of its knowledge, neither infringe any rights of any person or entity nor violate any applicable law or regulation.
Special Damages
No Liability
Except for malicious acts, or indemnity obligations, under no circumstances will either party be liable for any indirect, incidental, special or consequential damages, including lost profits, with respect to its obligations under this Agreement, regardless of whether such damages could have been foreseen by either party.
Cooperation
The indemnifying party and the indemnified party will cooperate, and cause their respective representatives to cooperate, in the defense or prosecution of any third party claims, any appellate level process, or assertions and any respective settlement thereof.
Term
Duration
This agreement shall commence on the effective date set forth in this Agreement and continue until Services are completed.
Cancellation
Both parties reserve the right to terminate this agreement for any and all reasons with written notice (postal mail or email) to the other party, excluding text messages.
Refunds
Should Client cancel the project more than seven (7) business days after the Project Start Date, the Initial Payment is non-refundable. Initial Payments for projects canceled within seven (7) business days of the Project Start Date shall be refunded at a pro-rated amount based on the amount of work hours already completed.
Severability
If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable. The parties shall in good faith attempt to modify any invalidated provision to carry out the parties’ stated intentions.
Governing Law
This agreement shall be governed, construed, and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules. The Parties hereby consent to exclusive jurisdiction and venue in the state and federal courts in Riverside County, California for such purpose. The parties waive the personal service of any process upon them and agree that service may be effected by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the address stated in this Agreement.
Client agrees that Provider may attempt to collect unpaid final payments via the small claims court system in Riverside County, California according to the provisions of the California Freelance Protection Act (CFPA).
Entire Agreement
This Agreement and the SOW contain the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated therein.
Acknowledgement of Terms
By signing an associated SOW or submitting payment for an initial deposit, Client acknowledges that they:
- have read this agreement,
- understand the terms of this agreement, and
- have had the opportunity to consult with independent legal counsel in connection with this agreement
