Service Agreement

This Service Agreement ("Agreement") sets out the standard terms on which BARTONFREE ("BARTONFREE", "we", "us", or "our") provides document management services to its clients ("Client", "you", or "your"). It applies together with each specific proposal or statement of work we issue and accept with you. Where a proposal contains terms that differ from this Agreement, the terms of the proposal control for that engagement.

1. Scope of services

We will provide the services described in the accepted proposal, which may include organizing digital documents, designing file storage systems, setting up digital archives, creating business document templates, advising on document workflows, and supporting recurring administrative processes. Services are performed remotely. Any service not expressly described in the proposal is outside the scope of the engagement and may be quoted separately.

2. Term and commencement

The engagement begins on the date you accept the proposal or make the first required payment, whichever occurs first, and continues until the services are completed or the engagement is terminated in accordance with this Agreement. Recurring engagements continue on a monthly basis until cancelled.

3. Fees and payment

You agree to pay the fees stated in the proposal in the manner and at the times set out there. Fees may be fixed, hourly, or recurring. Unless stated otherwise, deposits are due before work begins, project balances are due on delivery, and recurring fees are billed in advance. Invoices are payable within the period stated on the invoice. We may pause work on overdue accounts until payment is received. All fees are in United States dollars and exclusive of applicable taxes.

4. Client obligations

You agree to provide accurate information, timely access to relevant files and systems, and prompt responses to our questions and review requests. You are responsible for ensuring you have the right to share the documents you provide and for maintaining independent backups of your data. Delays in your cooperation may affect timelines and fees. Additional obligations are described in our Client Responsibilities Policy, which forms part of this Agreement.

5. Deliverables and acceptance

We will deliver the agreed work product within the platforms specified in the proposal. Where a proposal includes a set number of revisions, additional revisions may be billed separately. Deliverables are deemed accepted unless you raise a specific, material issue within the review period stated in the proposal.

6. Confidentiality and data security

Each party agrees to keep confidential the non-public information it receives from the other and to use it only for the purposes of the engagement. We handle your information in accordance with our Privacy Policy and our Confidentiality and Data Security Policy. These obligations continue after the engagement ends.

7. Intellectual property

Your documents and business content remain yours. On full payment, you own the specific deliverables created for you under the engagement. We retain ownership of our pre-existing methods, frameworks, and reusable components, and we may use them for other clients. You grant us a limited license to access your materials solely to perform the services.

8. Independent contractor relationship

We provide services as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Neither party may bind the other or incur obligations on the other's behalf.

9. Warranties and disclaimers

We will perform the services with reasonable skill and care. Except as expressly stated, the services are provided without other warranties, whether express or implied. We do not guarantee any particular commercial outcome. Further disclaimers relevant to document management appear in our Document Management Service Disclaimer.

10. Limitation of liability

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the engagement will not exceed the fees you paid for that engagement in the three months preceding the event giving rise to the claim. We will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of data you have not independently backed up.

11. Termination

Either party may terminate the engagement in accordance with the applicable proposal and our Refund and Cancellation Policy. We may terminate immediately for material breach, non-payment, or unlawful use of the services. On termination, you remain responsible for fees for work performed to the effective date, and we will make delivered materials available to you where reasonably possible.

12. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural events, outages of third-party platforms, loss of connectivity, or governmental action. The affected party will use reasonable efforts to resume performance as soon as practicable.

13. Governing law

This Agreement is governed by the laws of the Commonwealth of Kentucky and applicable United States law. The parties will attempt to resolve disputes informally before pursuing formal proceedings, which will be subject to the courts located in Kentucky unless otherwise required by law.

14. Entire agreement

This Agreement, together with the accepted proposal and the policies referenced here, constitutes the entire agreement between the parties regarding its subject matter and supersedes prior discussions. If any provision is found unenforceable, the remaining provisions continue in effect.