Definitions

In the interest of avoiding any confusion as to the terms of this agreement, we have included this section, which provides definitions for words that may ordinarily be considered ambiguous. Each of the emboldened words found within the list, below, will be accompanied by the meaning that it has in regard to this contract. It is important to note that the given meaning for each of the words remains the same irrespective of whether a word appears in its singular or plural form.

We, Us, and Our

We, Us, and Our refer to Birch and Ink.

You and Your

You and Your are words that refer to any entity that has chosen to visit this website. You may be an individual or a representative who has been given express permission to act on behalf of an organization

Affiliate

An affiliate is any entity (e.g., employee, contractor, client, etc.) that we interact with in a business capacity. 

Piece and Material

The use of the words Piece and Material refer to a body of work (e.g., a logo, marketing campaign, website, etc.)

E-Letter

An e-letter is the singular form of e-mail. It is a standalone digital letter/message and should not be construed as a digital newsletter.

Authorized Third-Party

An Authorized Third-Party is an entity that has been permitted by us to perform agreed-upon services.

Purpose

The purpose of this contract is to establish the terms of our agreement with you. Your relationship with us from the date that this contract is signed — by all of the parties listed in the 'Parties' section above — is based solely on the terms of this contract, which shall remain in perpetuity until all parties have agreed in writing to either modify or terminate it. With this having been asserted, your engagement in this contract does not affect your obligation to comply with the terms that have been delineated in any previous agreements that you may have with us or other entities. Should a provision of this contract conflict with a provision of a previous agreement between you and us, then the provision of this contract shall supersede, and be retroactively applied to, the latter provision only (i.e., such a supersedence does not affect your required adherence to the other provisions of the previous agreement). Our decision to not enforce one or more terms of this contract does not invalidate any part of such a contract.

About Us

Birch and Ink is a creative agency that provides clients with a suite of services that are tailored to meet the goals of each new project we choose to engage in. As an independent contractor, we are not bound by, nor do you benefit from, any of the policies that govern standard, employee-related activities. You are solely responsible for adhering to all of the applicable regulations that your government may impose upon you in regard to any project that you request that we carry out.

Business Relationship

We understand the importance of establishing and maintaining positive business relationships with our clients. With this knowledge, we strive to set the tone of our relationships with clients based on our initial assessment of them and their business models and/or personal goals. Throughout the journey of a project, we will decide the level of interaction required to carry out the goal(s).

By entering this agreement, you agree to exclusively deal with us on all matters pertaining to your project, with the exception of dealing with entities that provide services beyond the scope of the project (e.g. publishing, etc.). Your entry into this agreement also means that you are giving us express permission to carry out various tasks on your behalf, which may include, but are not limited to, fact-checking, interviewing relevant parties, creating illustrations based on content within the writing piece, opening various accounts, entering into contracts with third parties, providing third parties information pertaining to you, and/or substantially changing the structure of a piece that you have provided to us.

Additionally, entering this agreement does not entitle you to any rights to, or privileges of, our company. You are prohibited from engaging in any activity that would alter our company in any way. Such alterations may include, but are not limited to, entering into agreements with other entities.

Communication Channels

While some communication may take place via telephone, text, e-mail, and/or videoconference, we prefer that most of our communication with you regarding a current project take place utilizing the messaging features within the project management software. There will be no agreements made that have not been recorded (e.g., a record in print and/or an audio recording) by the authorized communication channel.

You must reply to any message that we send you within 15 days of you having received it. Your response must address the point(s) included in the message (e.g., you cannot simply send a response that indicates that you have received the message, send an emoji, address one point without addressing any other points, address a point in a nonsensical way, etc.)

If you would like to opt out of receiving text messages from us, then you may do so by sending a text with the words 'Opt Out' to the telephone number below. Additionally, if you would like to opt out of receiving e-letters from us, then you may do so by sending an e-letter with the words 'Unsubscribe' to the e-mail address below.

Authorized Channel(s) 

E-Mail

Info@BirchandInk.com

Project Management Software

https://cerebral-productions.monday.com

Telephone and Texting

(218) 520-7311

Confidentiality

Your engagement with us is strictly confidential; therefore, no part of any interaction that takes place between you and us, whether such an interaction is conducted by phone, text, e-mail, standard mail, videoconference, in-person, or through an authorized third-party or its platform shall be relayed to any entity that we have not given you permission to relay information to. The terms of this clause shall remain in perpetuity, irrespective of your status with our company.

Our Protection

We assume no responsibility for any negative effect that may take place as a result of a product and/or service that has been provided to you. For example, should an entity (e.g., an individual, organization, government, etc.) have qualms with one or more of our creations (e.g., an edited section of a writing piece, an illustration, etc.), then you agree to hold us harmless and take full responsibility for the creation(s). Additionally, should an entity decide to direct its qualms toward our company for any reason that pertains to you and/or your affiliates, then you agree to indemnify and protect us in any reasonable manner that we see fit.

Authorization

It may be necessary for us to create accounts that may require the use of your identification and/or accounts (e.g., financial, business, etc.) By entering this agreement, you are expressly authorizing us to use any information that you provide to us in a manner that we see fit. This may include supplying third parties with such information by performing data entry, voice communication, and/or sending copies via standard mail, e-mail, and/or one or more third-party platforms.

Non-Compete & Non-Solicitation Clause

At no point are you allowed to engage in any interaction with our former, current, and/or prospective clients, contractors, employees, and/or other affiliates unless you have been given written permission to do so by us. Such permission would only include the entity or entities that has/have been named in the written permission. We reserve the right to retract any written permission that we may provide to you at any time and for any reason. In the event that we choose to initiate such a retraction order, then you must immediately cease all communication with any entity that has been named in the retraction order. Additionally, you are prohibited from encouraging any of our current or prospective clients, contractors, employees, and/or other affiliates to disengage from or alter their relationship with us.

Guarantees

Our goal is to provide our clients with exceptional service. With this having been asserted, expectations and measures of success can vary from one entity to another; we do not guarantee that certain outcomes will take place, nor do we guarantee that you will be absolutely satisfied with all or part(s) of our service(s). 

Additionally, we detest the dissemination of inaccurate information. Our goal is to ensure that all content that we provide to you is accurate. With this having been asserted, mistakes can happen, thus, we are not responsible for any damage that such a mistake may cause you. 

Intellectual Property Ownership

Third Parties
In many cases, third parties will maintain 100% ownership of products and/or services that they provide to us. This typically is encompassed by companies that provide Software as a Service (SAAS).

Us
With the exception of projects that we expressly state in writing are not bound by this section, we will maintain 100% ownership rights to anything we create (e.g., accounts, domains, logos, media, standalone companies, websites, writing pieces, etc.), even if part or all of a creation includes elements pertaining to you, your company and/or some or all of its products, and/or information that you have provided to us.

You
You will maintain 100% ownership of anything that you owned before we begin a project. You may also be provided with ownership rights to certain pieces that we create for you once we have received payment of the agreed-upon amount. Such an ownership conveyance would be expressly stated in writing by us and would include the use of a piece for commercial purposes, be perpetual, and be fully transferable. With this having been asserted, anything we produce for you, and any copyrights, patents, and/or trademarks that you may have that you provide to us, will be used in any manner that we see fit. This may include using one or more of them in their current form(s) or modifying one or more of them.

Cancellations

Either party (i.e., you and us) can initiate a cancellation of a project before or after its estimated completion date. A cancelation may automatically result in a forfeiture of any payment that you have made (i.e., you are not entitled to a refund). In the event of a cancelation, you agree to not hold our company responsible for any damages that you believe that such an act may have inflicted upon you.

By Us

We may, at our sole discretion, choose to cancel a project at any time and for any reason. If we cancel a project due to your non-compliance with this agreement, then you will not be given a refund, nor will you be entitled to receive any part of an uncompleted project. If, however, we cancel a project for reasons that you are not responsible for, then a full refund will be issued to you via a payment method we see fit.

By You

You may request the cancellation of any services that you have purchased from us at any time. Should you choose to do so, then you will not be entitled to a refund.

Services

The general details of a service will be delineated in writing before it is undertaken. The manner in which we carry out a project will be solely determined by us throughout the process.

Classes

When you register for a class, your seat can only be filled by you, which means that your seat is non-transferable unless we have given you permission to have another entity take your place. Should you choose not to attend a class, then you can request that a transcript and any literature that has been handed out in the class be provided to you. Being provided with a catch-up rate on one session does not entitle you to another one. Refunds will not be given for missed classes; we may, however, at our sole discretion charge you a catch-up rate for a coaching session (i.e., a private tutoring session). Attending one or more of our classes does not guarantee that you will pass any tests given by us or third parties. No credits will be given for attending any of our classes. We are not responsible for any mishaps (e.g., injuries, loss of coursework, etc.) that may take place during or outside a class.

Coaching

One-on-one coaching is

Editing

Narration

Publishing

Research

Typesetting

Writing

T.

Production Time

The estimated production time for a service will be given to you before a project begins. We only provide estimates, as some of the process may include you; thus, a project's completion date is highly dependent on your communication with us throughout the process. If you are quick to respond, then most projects are completed within the estimated production time. A project is considered complete when we have sent you the final piece, either in the form of an attachment or a link.

Revision Policy

Although we encourage you to provide feedback throughout the process of a project, all aspects of a project will be carried out at our sole discretion, thus, you are not entitled to any revisions.

Pricing and Payments

Pricing

Irrespective of how a pricing figure appears (e.g., a quote, this website, etc.), it is subject to change at any time without notice. Pricing may be assessed by the word, page, hour, or project. Pricing based on a page has a cap of 500 words. Partial pages and hours are rounded up and are billed at the same rate as full pages and hours. Partial pages cannot be combined for billing purposes.

Payments

Any service that you purchase from us will be done so at a price that shall be determined on a case-by-case basis. Payment for a service will be made in U.S. Dollars before a project is undertaken. Payment delivery methods will be chosen at our sole discretion and may be carried out by check, credit card, debit card, ACH direct deposit, wire transfer, and/or an authorized third-party platform. Any fees (i.e., a membership fee, a flat fee per transaction, a percentage of a transaction amount, or a combination of two or more of these fee structures) that a third-party payment processor may charge for facilitating a transaction shall be paid by you. Should a check that you have written be returned to us by our bank as unpaid, then you will be held responsible for paying us a return check fee of $50.00 USD.

Delivery

Projects are delivered via the method that we deem necessary. With this having been asserted, we will not be held responsible for any mishaps that may arise as a result of interacting with any of your accounts. 

Refunds

All sales are final. With this having been asserted, we may, at our sole discretion, provide you with a full or partial refund by either issuing a check, crediting your original payment method, or issuing a credit on your account with our company that may be used for future services. Such a company credit may have an expiration date by which it must be used; should such an expiration date be reached with all or a portion of the credit not having been used, then you will have essentially forfeited the credit. Forfeiture of a credit means that no other remedy can be sought.

Do note that the issuance of a partial refund on one project does not entitle you to a refund of the difference not refunded on the same project. Likewise, the issuance of a partial or full refund of one or more projects does not entitle you to a refund in any increment for any other project.

Disputes

Should you have any qualms regarding a product, service, and/or the amount of a particular payment, then you must initiate a dispute in the manner delineated in this section within 5 days of the delivery of the product and/or service or within 30 days of having made a payment, whichever comes first, before proceeding forward with binding arbitration. Your dispute request must be in writing and should be sent to us directly using the e-mail address found in the 'Communication Channels' section of this agreement. Your dispute will formally begin when we have notified you that we have received the required e-letter. Do note, that initiating a dispute does not necessarily mean that you are entitled to whatever remedy you are seeking. Rather, it simply serves as the preliminary step in the dispute and resolution process. Should you fail to follow the steps outlined in this section, then you waive all rights to other remedies, including binding arbitration.

Content

Us

Images and artwork that appear in association with our company on this website or any other material (e.g., a flyer, poster, etc.) may have been captured/created by us or by a third party; thus, an image may include individuals, objects, and/or locations that we have no affiliation with.

You 

You are responsible for ensuring that any content (e.g., logos, catchphrases, images, etc.) that you may provide to us that has been wholly or partially created by another entity is authorized for our use. In the event that you violate this section, then you will be solely responsible for any damages that such an act may inflict upon a third party. 

Behavior

You are required to treat us and our affiliates in a polite manner.

Reviews

You understand that when you leave a review, we reserve the right to use any of the information (e.g., pictures, text, video, etc.) that you provide in any manner that we see fit, which may result in us altering the information for artistic value, succinctness, grammar, etc.

Bonuses

We may, at our sole discretion, opt to provide you with a bonus/gift. When or if such a bonus/gift is given, and its type/value, shall be determined by us, therefore, it is not something that you should expect; having received one or more bonuses/gifts does not guarantee that another one will be given again.

Third Parties

We may, at our sole discretion, choose to engage with third parties (e.g., freelancers, SAAS companies, etc.) for various purposes, which may result in us providing a third party with information regarding you. A third party may use various tools (e.g., Photoshop, AI, etc.) to assist them. We are not responsible for the manner in which third parties conduct themselves, thus, if a third party intentionally and/or unintentionally causes harm to you, then that third party is responsible for the result of any such harm, which may include, but is certainly not limited to, data retained, data loss, data corruption, failure to maintain its server(s), inadequate uptime, price modification, business model modification, misrepresentation, defamation, selling or distributing any of your information, and/or copyright, trademark, and/or patent infringement.

Employees

While an employee who works for our company is required to sign a contract instructing her or him on the manner in which he or she may behave, an employee may choose not to honor one or more terms of our contract. With this having been asserted, we are not responsible for her or his deviation from the agreed-upon terms; thus, if he or she engages in an activity that causes harm to you or another entity, then he or she is solely responsible for her or his actions, even if an action takes place while conducting business for our company (e.g., during a class, a project, etc.)

Privileges

We may, at our sole discretion, provide you with access to certain accounts/privileges (e.g., project management accounts, publishing software accounts, etc.) on third-party platforms. It is your responsibility to interact with any account that we authorize you to use in the manner in which we have specified that you are allowed to. Should you abuse any of your privileges by not following our instructions, or by violating the terms and agreement of a third party that facilitates a platform on which an account resides, then you will be held solely responsible for your actions.

Do note that we retain full ownership of any account that you may be given the privilege to use, irrespective of whether an account was created by using your information, thus, we may view the contents of, modify, temporarily suspend, or permanently revoke any of them at any time. Accounts/privileges shall solely be used for our company's business-related activities. (i.e., you are prohibited from using such accounts/privileges for personal matters.) ​

Privacy

By interacting (e.g., visiting this website, e-mailing, etc.) with us, we may acquire and retain information regarding you and/or any device that you may use to facilitate an interaction with us or third parties. The information we collect, and the manner in which we use, store, and/or distribute such information, shall be determined by us. While we do not sell your information to third parties, we may provide them with part or all of the information that we have collected regarding you. Additionally, any activity that you engage in that concerns our company is subject to being monitored and/or recorded during and/or after an interaction.

If you would like information regarding the process for opting out of receiving our e-letter or text messages, then you may visit the 'Communication Channels' section of this agreement.

Class Action Lawsuit

You are prohibited from engaging in a class action lawsuit. Rather, any qualms that you may have must first be presented directly to us in the manner outlined in the 'Disputes' section of this agreement. Should a resolution not be met, then you may follow the steps delineated in the 'Binding Arbitration' section of this agreement.

Binding Arbitration

Should a dispute arise that cannot be mitigated between you and us through the dispute process outlined in the 'Disputes' section of this agreement, then all recourse for such a dispute, irrespective of who the initiator is, will take place by engaging in binding arbitration. The entity that provides the arbitration service, the location in which the arbitration process will take place, and the date will be chosen at our sole discretion. The arbitrator’s decision would be considered final, which means that civil court proceedings would not be permitted. If it is determined that your claims are unfounded, then you will be responsible for paying all of the expenses that our company endured as a result of your initiation of the dispute.

Additionally, should at any point it be discovered that one or more aspects of this agreement are unenforceable, then such a discovery shall not affect the validity of, and your adherence to, the rest of this agreement.

Acknowledgment

Your use of this website constitutes an acknowledgment that you have completely read, understand, and agree to abide by the terms that have been delineated in this agreement, and that your participation in such an agreement does not violate the rights of another entity.