Found Surface LLC
Engagement and Sales Agreement
This Engagement and Sales Agreement (“Agreement”) is entered into between the client identified below (“Client”) and Found Surface LLC (“Found Surface,” “we,” or “us”) regarding the provision of development, production, and related services.
1. Scope of Engagement
Client is engaging Found Surface for services related to product development, apparel production, and associated consulting work.
- Free Consultation: Client is entitled to one (1) free initial consultation of up to 30 minutes per project inquiry.
- Ongoing Communication: After the initial consultation, all communication (including email, phone, video, or text) will be billed in 15-minute increments at $62.50 per 15 minutes.
- Time for responding to and managing client emails, calls, and other correspondence is measured in real-time, including reading, reviewing, drafting, and replying, and is tracked cumulatively.
- Found Surface reserves the right to round time to the nearest 15-minute increment.
2. Product Development Services
This section outlines the terms for development services provided by Found Surface:
2.1 Scope of Work
Found Surface will provide design, development, and production-related services to the Client across one or more projects during the term of this Agreement. Each project will be initiated with a written quote detailing the proposed scope, deliverables, estimated labor, and material costs. An invoice will then be issued requiring a 50% deposit before work begins. Upon project completion, a final invoice will be issued reflecting the actual work performed and any approved adjustments to scope, timeline, or materials.
This Engagement Agreement serves as an umbrella for all such projects and invoices over a 12-month period, with each project governed by its individual invoice(s), under the terms outlined in this Agreement.
2.2 Additional Time
If the development work exceeds hours included in a project invoice due to changes in design, added complexity, or multiple rounds of revision, additional time will be billed at a rate of $250 per hour.
Client agrees that any additional time required to complete development will be billed as incurred.
Found Surface will make reasonable efforts to notify the Client in advance when additional hours are anticipated, but Client acknowledges and accepts responsibility for these charges as part of this Agreement.
2.3 Material Costs
If additional materials (including but not limited to fabric, trims, tags, specialty notions) or services (such as dyeing, embroidery, printing, or finishing) are required during development, Client agrees that these purchases and services will be billed as necessary.
Found Surface will make reasonable efforts to communicate major additional costs in advance, but Client acknowledges and agrees that such expenses are a necessary part of the development process and will be invoiced accordingly.
3. Product and Service Sales Terms
This section governs all product and service sales between Found Surface and the Client.
3.1 Payment Terms
- A 50% non-refundable deposit is required to begin any production or sampling work, unless otherwise agreed in writing.
- Delivery dates are estimates only; Found Surface shall not be liable for delays.
- Any order modifications requested by the Client after order submission may result in adjusted pricing.
3.2 Products and Services
- Product availability, lead times, and services are subject to change based on demand and production capacity.
- Small losses (1–2 units) in production runs, especially for custom orders, are normal and will be deducted from the final invoice quantity.
3.3 Pre-Production Samples
- Found Surface will provide digital images of Samples for Client review before full-scale production.
- Clients have 48 hours to accept or request reasonable changes.
- Any revisions may impact pricing and timelines and require mutual written consent.
3.4 Modifications in Service and Price
- We reserve the right to adjust service offerings or prices without prior notice.
- Found Surface is not liable to Client or any third party for any service suspension or discontinuation.
4. Warranties and Limitations
- Warranty Disclaimer: Found Surface provides no express or implied warranties, including merchantability, fitness for a particular purpose, or non-infringement.
- Limitation of Liability: Found Surface’s maximum liability is limited to the amount paid by Client under this Agreement. We shall not be liable for consequential, indirect, or special damages of any kind.
5. Content Release
By signing this Agreement, Client grants Found Surface the right to use photographs and/or video of developed products for marketing and portfolio purposes. No personal or proprietary information will be disclosed without explicit written consent from Client.
6. Governing Law
This Agreement shall be governed by and construed under the laws of the State of Ohio without regard to conflict of law principles.
7. Shipping and Delivery
- All shipping and logistics fees are the responsibility of Client.
- If a shipping account number is not provided, Found Surface will arrange shipping and invoice Client separately for actual costs plus a 3.5% administrative fee.
Client Acknowledgment
By signing below, the Client acknowledges that they have read, understood, and agreed to the terms of this Engagement and Sales Agreement.
