Cham Agency LTD — Client Services Terms (MSA)

Owner: Cham Agency LTD (“Cham”, “we”, “us”)
Address: 30 N Gould St Ste R, Sheridan, WY 82801, USA
Contact: info@chamagency.com
Effective Date: [EFFECTIVE DATE]
Version: 1.0

This Master Services Agreement (“MSA”) sets the baseline legal terms for paid services provided by Cham. It becomes binding when a client (“Client”, “you”) accepts a proposal, statement of work (SOW), quote, or invoice that references this MSA (the “Order”).

If you have a separate signed agreement with Cham, that document controls over this MSA only where there is a conflict.

1) Scope of services

1.1 Scope. Cham will provide the services described in the applicable Order (the “Services”).

1.2 Out of scope. Anything not explicitly listed in the Order is out of scope, including (examples):

• additional pages/features beyond what’s listed,
• major strategy changes after approval,
• new brand directions after design sign-off,
• extensive copywriting beyond agreed deliverables,
• emergency/after-hours work,
• work caused by third-party failures.

Out-of-scope work requires a written change request (Section 3) and may be billed at Cham’s then-current rate or quoted as a fixed add-on.

2) Communication and workflow (async by default)

2.1 Async-first. Client agrees the primary workflow is asynchronous (written communication). Calls are not required unless explicitly agreed in writing.

2.2 Single source of truth. Client will use the communication channels specified in the Order (e.g., email, project board, shared docs).

2.3 Response times. Client must respond within the timeframes stated in the Order or, if not stated, within 3 business days for standard approvals/inputs.

3) Change requests (scope control)

3.1 Definition. A “Change Request” is any change to the scope, deliverables, timeline, assumptions, or responsibilities stated in the Order.

3.2 Process. Cham will describe the impact on price/timeline and begin work only after Client approves the change in writing.

3.3 No free expansion. Repeated revisions outside agreed rounds, or changes after sign-off, are billable.

4) Timelines and dependencies

4.1 Estimates only. Timelines are estimates unless explicitly stated as fixed deadlines in the Order.

4.2 Client-caused delays. If Client delays approvals, content, access, or decisions, timeline automatically shifts. Cham is not responsible for missed deadlines caused by Client or third parties.

4.3 Pause for inactivity. If Client is unresponsive for 10 business days, Cham may pause work. Restart may require rescheduling and/or a re-onboarding fee.

5) Client responsibilities (non-negotiable)

Client must provide, on time:

• accurate business info, brand assets, and content (unless copywriting is included),
• access credentials (hosting, domain, CMS, analytics, ad accounts, etc.),
• a single decision-maker for approvals,
• timely feedback consolidated into one clear set per review round.

Failure to provide the above may lead to delays, scope changes, or suspension.

6) Approvals and acceptance

6.1 Approval gates. Cham may require approvals at key milestones (e.g., strategy, wireframes, design direction, final build). Once approved, reversing direction is a change request.

6.2 Acceptance window. Deliverables are deemed accepted if Client does not reject them in writing with specific reasons within:

• 7 calendar days after delivery, or
• any different period stated in the Order.

Minor bugs or small tweaks do not prevent acceptance if the core deliverable matches the scope.

7) Fees, invoicing, and payment

7.1 Fees. Client will pay fees as stated in the Order.

7.2 Deposits/milestones. Unless otherwise stated, projects begin only after a non-refundable deposit (commonly 50%) is paid.

7.3 Due dates. Invoices are due within 7 days unless stated otherwise.

7.4 Late fees. Overdue invoices may incur the lesser of 1.5% per month (18% annually) or the maximum allowed by law.

7.5 Suspension for nonpayment. If payment is late, Cham may pause work, withhold deliverables, and/or disable access until accounts are current. Timeline extends accordingly.

8) Refunds

8.1 No refunds after start. Because services are customized and capacity is reserved, fees are non-refundable once work starts, unless the Order explicitly states otherwise.

8.2 Before start. If Client cancels before work begins, Cham may refund amounts paid minus administrative/processing costs, unless the deposit is stated as non-refundable.

8.3 Chargebacks. Client agrees not to initiate chargebacks without first attempting good-faith dispute resolution under Section 13. Unauthorized chargebacks are a material breach.

9) Third-party tools, platforms, and costs

9.1 Third-party services. Many outcomes depend on platforms outside Cham’s control (Google, Meta, hosting providers, CMS plugins, PR publishers, etc.).

9.2 Third-party fees. Client is responsible for third-party costs unless explicitly included in the Order (hosting, domains, paid plugins, ads spend, PR placement fees, stock assets, software subscriptions, etc.).

9.3 No liability for third parties. Cham is not liable for outages, policy changes, bans, pricing changes, or performance changes caused by third parties.

10) No guarantees (SEO/PR/marketing results)

10.1 No guaranteed outcomes. Client understands and agrees that SEO rankings, traffic, leads, conversions, press pickups, and verification outcomes cannot be guaranteed. Cham provides best-effort professional services, not guaranteed results.

10.2 Platform discretion. Search engines and media platforms control indexing, ranking, approvals, and visibility. Cham cannot force outcomes.

11) Intellectual property (IP) and ownership

11.1 Client materials. Client retains ownership of pre-existing IP provided to Cham (logos, brand assets, content). Client grants Cham a license to use these materials to perform the Services.

11.2 Work product. Upon full payment of all fees due, Client receives ownership of the final deliverables explicitly listed in the Order (“Deliverables”), excluding Cham’s background IP.

11.3 Cham background IP. Cham retains ownership of templates, frameworks, processes, reusable components, libraries, know-how, and non-client-specific tools and systems, even if used to create Deliverables.

11.4 Licenses. If Deliverables include third-party licensed items (plugins, fonts, stock), Client’s rights are limited by those licenses.

12) Portfolio and publicity

Cham may request permission to display finished work in its portfolio/case studies.

Default: No public use without written permission from Client.

If Client grants permission, Client may later request removal, and Cham will remove within a reasonable time (e.g., 14–30 days), except where impossible (printed media, archived publications).

13) Confidentiality

Each party may receive confidential information. Both agree to:

• use it only to perform/receive Services,
• not disclose it to third parties except contractors under similar confidentiality,
• protect it using reasonable care.

Confidentiality does not apply to information that is public, independently developed, or lawfully obtained from elsewhere.

14) Limitation of liability

To the maximum extent permitted by law:

• Cham is not liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or lost profits/revenue/data/goodwill.
• Cham’s total liability for any claim arising from Services is limited to the fees paid to Cham under the applicable Order in the 3 months preceding the event giving rise to the claim.

Nothing limits liability that cannot be limited under applicable law.

15) Termination

15.1 By Client. Client may terminate with written notice. All fees for work performed and committed capacity become immediately due. Deposits are non-refundable.

15.2 By Cham. Cham may terminate for material breach (including nonpayment, abusive conduct, repeated non-cooperation, or unlawful requests) after notice and a reasonable cure period (e.g., 5–10 business days), unless immediate termination is required.

15.3 Effect of termination. Upon termination:

• Client pays outstanding invoices,
• Cham delivers completed work up to the paid amount (where practical),
• ongoing subscriptions/third-party fees remain Client’s responsibility.

16) Non-solicitation (optional)

For the term of the Order and 12 months after, Client will not knowingly solicit or hire Cham team members/contractors who worked on the project, except with Cham’s written consent. (If you want this removed, remove this section.)

17) Governing law and venue

This MSA is governed by the laws of the State of Wyoming, USA, excluding conflict-of-law rules.

Exclusive venue is state or federal courts located in Wyoming, unless applicable law requires otherwise.

18) Miscellaneous

• Entire agreement. This MSA + the applicable Order is the entire agreement for that Order.
• Severability. If one provision is unenforceable, the rest remains effective.
• Assignment. Client may not assign without Cham’s consent. Cham may assign to affiliates/successors.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control.
• Electronic signatures. Email acceptance, e-signature, and invoice payment may form a binding agreement.

19) Contact

For legal notices and service communications: info@chamagency.com