Introduction

This Comprehensive Services Agreement ("Agreement") details the terms under which Blockseed and its subsidiaries ("Contractor") provide services to you ("Client"). By engaging with our services, you agree to be bound by this Agreement, which is designed to ensure a clear, legally sound, and mutually beneficial relationship.

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1. Ownership and Intellectual Property Rights

1.1 Client Ownership: Upon the successful completion of services and final payment, the Client will retain full ownership of all project deliverables and intellectual property. This encompasses all generated data, reports, documentation, and other output produced during the project lifecycle. It grants the Client full autonomy to utilize, modify, or disseminate the project results for their operational or strategic needs without further obligation.

1.2 Contractor Ownership: The Contractor retains all rights to any decks, methodologies, and content therein until the completion of the final payment and the issuance of a completion certificate or the formal closure of the contract. This ensures that the Contractor maintains control over the quality and integrity of the deliverables until all contractual obligations are met by the Client.

 

2. Confidentiality and Non-Disclosure Agreement (NDA)

2.1 Mutual NDA: Both parties are required to enter into a mutual non-disclosure agreement to protect any sensitive information exchanged during the course of the project. This NDA is comprehensive, covering all confidential business strategies, technical processes, and proprietary information disclosed.

2.2 Scope and Exclusions: Confidential information does not include data that is already public, received from third parties without confidentiality constraints, independently developed outside the scope of this Agreement, or otherwise lawfully obtained.

 

3. Composite Rates

3.1 Definition and Application: Composite rates simplify billing by combining the hourly rates of multiple team roles involved in a project. This method reflects the multidisciplinary collaboration essential to delivering comprehensive services and provides a transparent, singular hourly rate that facilitates client budgeting and financial planning.

3.2 Calculation Example: If a project utilizes the expertise of both a Business Analyst/Financial Advisor (BA/FA) and a Chartered Alternative Investment Analyst/Certified Financial Analyst (CAIA/CFA), their rates are aggregated to form a composite rate. For instance, if the CAIA/CFA charges $250/hr and the BA/FA $30/hr, the composite rate would be calculated based on their combined hourly contributions, adjusted as necessary for the project's duration and complexity.

This section establishes the foundational terms of our relationship, outlining the respect for intellectual property and the mechanisms for protecting confidential information while providing a clear structure for financial engagement. The following parts of this Agreement will further detail revisions, billing, and additional provisions critical to our engagement. Stay tuned for Part 2 of this comprehensive breakdown.

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4. Revisions and Package Definitions
4.1 Scope of Revisions: Each service package specifies the number of revisions and hours included, which are clearly outlined at the onset of the project. This structured approach ensures that project scopes are effectively managed, preventing scope creep and ensuring that both parties remain aligned on project objectives and deliverables.

4.2 Additional Revisions: Recognizing that project needs can evolve, the Agreement allows for additional revisions beyond those initially included. These are subject to approval and may incur additional charges based on the complexity and additional hours required. This flexibility ensures that the Client can adapt the project scope to emerging needs or insights while allowing the Contractor to allocate resources efficiently.

 

5. Payment Terms
5.1 Billing Structure: Services are billed on an hourly basis. All payments are made as prepaid retainers that are replenished monthly or at each draft or revision stage. This approach ensures that resources are appropriately allocated throughout the duration of the project.

5.2 Payment Methods: Payments can be made through Stripe, Upwork, or direct bank transfers. Detailed procedures and preferred payment methods are communicated at the beginning of the project to ensure transparency and convenience.

5.3 Advance Payments and Retainers: Payment for services is required in advance based on the projected hours for the month. This prepayment helps manage resources and ensures that the Contractor can provide dedicated service delivery without interruption.

 

6. Termination and Dispute Resolution
6.1 Termination Notice: Either party may terminate the agreement with a 7-day notice if substantial reasons indicate that the other party has materially breached the terms. This provision ensures that both parties have the flexibility to disengage from the contract should there be irreconcilable differences affecting the project’s success.

6.2 Dispute Resolution: In the event of a dispute, resolution will be sought through binding arbitration in New York, adhering to the rules of the American Arbitration Association. This method is selected to provide a neutral, effective resolution mechanism outside of traditional court systems, ensuring faster resolution and potentially lower costs.

This segment of the Agreement details how revisions are handled, outlines the billing practices and payment terms, and describes the processes for terminating the agreement or resolving disputes. The provisions are designed to ensure clarity and fairness in handling changes, financial transactions, and potential disagreements. The final part of this comprehensive agreement will address disclaimers, limitations of liability, and other general provisions. Stay tuned for Part 3 of this comprehensive breakdown.

 

4. Revisions and Package Definitions

4.1 Scope of Revisions: Each service package specifies the number of revisions and hours included, which are clearly outlined at the onset of the project. This structured approach ensures that project scopes are effectively managed, preventing scope creep and ensuring that both parties remain aligned on project objectives and deliverables.

4.2 Additional Revisions: Recognizing that project needs can evolve, the Agreement allows for additional revisions beyond those initially included. These are subject to approval and may incur additional charges based on the complexity and additional hours required. This flexibility ensures that the Client can adapt the project scope to emerging needs or insights while allowing the Contractor to allocate resources efficiently.

 

5. Payment Terms

5.1 Billing Structure: Services are billed on an hourly basis. All payments are made as prepaid retainers that are replenished monthly or at each draft or revision stage. This approach ensures that resources are appropriately allocated throughout the duration of the project.

5.2 Payment Methods: Payments can be made through Stripe, Upwork, or direct bank transfers. Detailed procedures and preferred payment methods are communicated at the beginning of the project to ensure transparency and convenience.

5.3 Advance Payments and Retainers: Payment for services is required in advance based on the projected hours for the month. This prepayment helps manage resources and ensures that the Contractor can provide dedicated service delivery without interruption.

 

6. Termination and Dispute Resolution

6.1 Termination Notice: Either party may terminate the agreement with a 7-day notice if substantial reasons indicate that the other party has materially breached the terms. This provision ensures that both parties have the flexibility to disengage from the contract should there be irreconcilable differences affecting the project’s success.

6.2 Dispute Resolution: In the event of a dispute, resolution will be sought through binding arbitration in New York, adhering to the rules of the American Arbitration Association. This method is selected to provide a neutral, effective resolution mechanism outside of traditional court systems, ensuring faster resolution and potentially lower costs.

This segment of the Agreement details how revisions are handled, outlines the billing practices and payment terms, and describes the processes for terminating the agreement or resolving disputes. The provisions are designed to ensure clarity and fairness in handling changes, financial transactions, and potential disagreements. The final part of this comprehensive agreement will address disclaimers, limitations of liability, and other general provisions. Stay tuned for Part 3 of this comprehensive breakdown.

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7. General Disclaimer; No Warranty; Limitation of Liability

7.1 No Warranty: The Contractor provides its services and deliverables on an "as is" basis and does not offer any warranty, either expressed or implied, regarding the suitability, quality, or effectiveness of the services. Clients accept all risks associated with the services’ performance and quality.

7.2 Limitation of Liability: The Contractor's liability is limited to refunding no more than 50% of the compensation or $2,500 USD, whichever is lower. This clause caps potential damages to mitigate financial risk for the Contractor while also providing a recourse for Clients in the event of unsatisfactory service delivery.

7.3 Disclaimer of Additional Warranties: The Contractor disclaims all other warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The Client acknowledges that no additional promises or assurances, other than those explicitly stated in this Agreement, have been made by the Contractor.

 

8. Fair Criticism Policy

8.1 Scope of Policy: This policy applies to all individuals engaged with or by Blockseed, including third parties and the general public. It is designed to clarify the stance on constructive criticism and feedback.

8.2 Encouraging Constructive Feedback: Constructive criticism and feedback are highly valued as they contribute to continual improvement and service enhancement. Feedback should be directed through designated internal channels provided at the time of service engagement.

8.3 Handling Unfair Criticism: While Blockseed welcomes fair criticism, factually incorrect, defamatory, or maligning feedback that damages the reputation and goodwill of Blockseed may lead to legal action. This ensures the protection of the business’s integrity and public image.

 

9. Additional Provisions

9.1 Modifications: Any modifications to this Agreement must be made in writing and signed by authorized representatives of both parties. This ensures that all changes are deliberated and agreed upon, maintaining the integrity and enforceability of the Agreement.

9.2 Severability: If any part of this Agreement is found to be invalid or unenforceable, the remaining parts will continue to be in effect. This clause ensures that the Agreement as a whole remains operational even if one part is deemed legally void.

9.3 Binding Agreement: This Agreement is legally binding upon acceptance, which may be performed electronically. This includes digital signatures or explicit agreement through electronic communication platforms.

10. Client Acknowledgment of Contractor’s Business Operations

Clients acknowledge that the Contractor provides services as described without any warranty about the effectiveness or applicability in specific situations. Clients bear full responsibility for the decisions and actions taken based on the services provided.

This final segment of the Agreement ensures that all parties are aware of the limitations and scope of the services provided. It provides mechanisms to handle feedback constructively and ensures that the terms of engagement are clear and legally enforceable. This comprehensive framework is designed to protect both the Client and the Contractor, fostering a trustworthy and effective working relationship.