Introduction
These Terms of Service ("Terms") govern your access to and use of the services provided by Empathic Design ("I," "me," or "my"), including my website, design engagements, deliverables, and any related materials. By engaging my services or accessing my website, you agree to be bound by these Terms.
Services
Scope of engagement
I provide checkout and funnel design services for ecommerce companies, including audits, checkout and funnel redesign, and ongoing optimization. The specific scope, timeline, and deliverables for each engagement will be defined in a separate Statement of Work ("SOW") agreed upon by both of us prior to commencement.
Discovery calls
Initial teardowns and discovery calls are offered at no charge and do not constitute a binding agreement for services. No engagement is established until a signed SOW is in place.
Deliverables
All deliverables, timelines, and milestones will be outlined in the applicable SOW. I will use commercially reasonable efforts to meet agreed-upon timelines, though dates are estimates and not guarantees unless explicitly stated otherwise.
Engagement Terms
Audit Engagements
Audit engagements (Checkout Audit, Funnel Audit, or Full Journey Audit) are fixed-term, typically running 2 to 4 weeks depending on scope. The engagement begins on the date specified in the SOW and concludes upon delivery of the final agreed-upon deliverables. Early termination by the client does not entitle the client to a refund of fees already paid.
Ongoing Optimization
Ongoing Optimization engagements are timeboxed, typically running 3 to 6 months against a defined set of pages, billed monthly. The engagement concludes automatically at the end of the agreed term unless both parties agree in writing to renew, adjust scope, or extend.
Custom Engagements
Custom engagements are scoped individually. All terms including duration, deliverables, fees, and termination provisions will be defined in the applicable SOW.
Fees and Payment
Payment terms
All fees are as stated in the applicable SOW. Unless otherwise agreed, invoices are due within 14 days of receipt. Late payments may incur a fee of 1.5% per month on the outstanding balance. I reserve the right to pause work on any engagement with overdue payments exceeding 30 days.
Expenses
Any software or third-party expenses required for the engagement will be pre-approved by you in writing before being incurred. Approved expenses will be invoiced separately at cost.
Fee adjustments
For ongoing engagements, I reserve the right to adjust fees with 60 days written notice. Adjusted fees will apply to the next billing cycle following the notice period.
Intellectual Property
Client ownership
Upon full payment, you own all deliverables created specifically for your engagement, including designs, audit findings, and roadmaps outlined in the SOW.
Retained rights
I retain ownership of all pre-existing intellectual property, proprietary frameworks, methodologies, and templates used in delivering my services. You receive a non-exclusive, non-transferable license to use these materials for your internal business purposes.
Portfolio and case studies
Unless otherwise agreed in writing, I may reference the client relationship and general nature of work performed in marketing materials, portfolios, and case studies. I will not disclose confidential business information without your prior written consent.
Confidentiality
Mutual obligations
Both of us agree to keep confidential any proprietary or sensitive information disclosed during the engagement. This includes business data, financial data, customer information, internal processes, and any materials marked as confidential. These obligations survive the termination of the engagement for a period of two years.
Exceptions
Confidentiality obligations do not apply to information that is publicly available, independently developed, received from a third party without restriction, or required to be disclosed by law.
Warranties and Limitations
Service warranty
I warrant that my services will be performed in a professional manner consistent with generally accepted industry standards. I do not guarantee specific business outcomes, revenue targets, or conversion metrics. Recommendations are advisory in nature, and implementation is at your sole discretion and risk.
Limitation of liability
To the maximum extent permitted by law, my total liability for any claims arising from or related to an engagement shall not exceed the total fees paid for that specific engagement in the 12 months preceding the claim. In no event will I be liable for any indirect, incidental, consequential, or punitive damages.
Termination
Termination for cause
Either party may terminate an engagement immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure such breach within 15 days of receiving written notice.
Effect of termination
Upon termination, you agree to pay for all services rendered and expenses incurred through the date of termination. I will deliver all completed and in-progress deliverables upon receipt of final payment. Sections relating to intellectual property, confidentiality, limitation of liability, and governing law survive termination.
General Provisions
Independent contractor
I operate as an independent contractor through Empathic Design LLC. Nothing in these Terms creates an employment, partnership, or agency relationship between Empathic Design and the client.
Governing law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
Amendments
I may update these Terms from time to time. Material changes will be communicated via email or through this website. Continued use of my services after changes take effect constitutes acceptance of the revised Terms.
Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
Contact
For questions about these Terms, please contact me at ryan@empathic.works.
