Terms of Service & Client Agreement (B2B Services)

1) Agreement & Scope of Services

When you engage hdcopywriting ("we", "us"), you're entering a service agreement governed by these Terms plus any written proposal, statement of work (SOW), or email confirmation that describes deliverables, timelines, and pricing.

Scope is defined by what's written down. If it isn't in the SOW (or the agreed email thread), it's not included—this is the simplest way I've found to keep a project from quietly turning into three projects.

Change requests

If you want to add pages, expand research, change the target audience, or shift positioning after work begins, that's a scope change. We'll confirm the change in writing, along with any impact on fees and deadlines, before proceeding.

Client responsibilities

To keep delivery on track, you agree to provide timely access to required materials (brand guidelines, product details, analytics access where relevant, stakeholder input, and approvals). If feedback or inputs are delayed, timelines may move accordingly.

2) Intellectual Property & Copyright Transfer

Two approaches can work here, and which one applies depends on what we agree in writing.

Approach A: Copyright transfers after full payment

Unless the SOW states otherwise, copyright in the final, paid-for deliverables transfers to you after we receive full payment. Until then, all drafts and working files remain ours.

Approach B: License for limited use during the project

In some engagements, we may grant a limited, revocable license to use drafts internally for review and alignment while the project is in progress. This does not permit publishing drafts as final work.

Trade-offs and the practical recommendation

Transfer-after-payment keeps ownership clean and avoids awkward edge cases when a project pauses midstream. A limited license can help teams circulate drafts without friction. If you're unsure, default to transfer-after-payment; it's the least confusing when stakeholders change.

Pre-existing materials

Each party retains ownership of its pre-existing IP (templates, frameworks, brand assets, prior copy, code, or proprietary processes). If we use reusable components (like a research framework), you receive the deliverable output, not the underlying system.

Portfolio and attribution

We may request permission to reference non-confidential work in our portfolio (for example, a public page or a redacted excerpt). If confidentiality is required, we'll follow the confidentiality terms in the SOW or your written instructions.

3) Fees, Invoicing & Payment Terms

Fees are set in the SOW. If you've ever watched a project wobble because payment terms were vague, you'll understand why this section is blunt.

Deposits and scheduling

We may require an upfront deposit to reserve production time. Work typically begins once the deposit (or first invoice) is paid and required inputs are received.

Invoices and due dates

Invoices are due on the schedule stated in the SOW. If no schedule is stated, invoices are due within 14 days of issue.

Late payments

Late payments may pause work and delay delivery. If an invoice remains unpaid, we may withhold final deliverables until the account is brought current.

Expenses

Any pre-approved, out-of-pocket expenses (for example, paid research tools or transcription) will be billed at cost unless otherwise stated in the SOW.

4) Revisions & Approval Process

The fastest way to burn time is to treat revisions like an open-ended chat thread. We keep revisions structured so the work improves without drifting.

What counts as a revision

A revision is a set of changes to an agreed draft based on consolidated feedback. Revisions do not include new deliverables, new audiences, or a new strategy direction.

Feedback format

Provide feedback in one place (a single doc or a single email) and consolidate stakeholder input before sending it. Conflicting feedback is common; it's also fixable when you pick one decision-maker.

Approvals

Once you approve a deliverable (explicitly or by publishing/using it), further changes are treated as a new scope item and may be billed separately.

5) Warranties & Limitation of Liability

We warrant that services will be performed in a professional and workmanlike manner consistent with industry practice for B2B marketing services.

We do not warrant specific business outcomes (rankings, revenue, conversion rates, or pipeline). Copy and strategy operate inside a bigger system—traffic quality, offer strength, sales follow-up, and market timing all matter in ways no contract can fully control.

Client-provided materials and compliance

You are responsible for the accuracy and legality of materials you provide (claims, testimonials, product specs, pricing, and regulatory requirements). If you need legal review, you should obtain it before publishing.

Limitation of liability

To the maximum extent permitted by law, our total liability for claims arising out of or related to the services will not exceed the fees paid to us for the specific services giving rise to the claim. We will not be liable for indirect, incidental, special, consequential, or punitive damages.

6) Governing Law & Jurisdiction

These Terms, and any dispute arising from them, are governed by the laws of the jurisdiction specified in the SOW. If the SOW does not specify a jurisdiction, we'll confirm governing law and venue in writing before work begins.

If a dispute comes up, both parties agree to attempt good-faith resolution first (usually a call with the decision-makers). If that fails, the matter proceeds in the agreed jurisdiction.