Project Budget Agreement

Updated: January 28, 2024

Quick-Guide to Your Project Budget Agreement with Klovera:

  • What We Do: Klovera LLC offers consulting, web design, development, and marketing services.
  • Working Together: We’ll define the project scope together and adjust it as needed, ensuring we’re always aligned with your goals.
  • Your Investment: You agree to a monthly budget for our services. This budget won’t be exceeded without your permission.  Remember, payments made are non-refundable to ensure project continuity.
  • Flexible Billing: Your budget sets the ceiling, not the floor! We’ll bill you for the actual work done, so if we complete your project requirements ahead of time, you could pay less than the planned budget. It’s our way of ensuring you only pay for the value you receive.
  • Budget Tiers:

    • Tier-0: Pay-as-you-go at $150/hr.
    • Tier-1: $2500/month for up to 20 hours at $125.
    • Tier-2: $6000+/month for a higher number of hours at $120.
  • Managing Your Budget: We’ll keep you updated on the budget usage. If it runs out, work continues in the next cycle unless additional approval is given.
  • Starting and Stopping: Initial fees may apply and are non-refundable. If you need to cancel, just let us know before the new month starts. Paid services continue until the end of the payment period.
  • Your Role: Provide us with the necessary tools and information for your project. Be aware of extra costs like travel or licenses, which will need your approval.
  • Intellectual Property: You own the rights to the work we create specifically for you. For ongoing projects, rights are transferred with each completed billing cycle.
  • Our Promise: We commit to professional and competent service delivery, but we can’t guarantee specific outcomes due to the variable nature of creative work.
  • Legal Bits: This agreement follows Wisconsin law, and we prefer resolving disputes through mediation. Please note that this page always contains the most current version of the agreement. Any updates or changes to the agreement will be reflected here promptly.

Remember, this is just a summary. For all the details, please scroll down to read the full agreement.

Questions? We’re here for you. Just drop us a line at team@klovera.com


These Terms of Service (hereafter referred to as the “Agreement”) are an agreement between Klovera LLC, (“Klovera,” “Company”, “Developer”, “we,” “us,” or “our”) and you (“User”, “Client”, “customer”, “you” or “your”). This Agreement sets forth the general terms and conditions of Web Project packages made available by Klovera (collectively, the “Services”). By obtaining, using, and/or paying for the Services, you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to utilize or access the Services.

Purpose of Agreement

Client desires to retain Klovera as an independent contractor to perform various consulting, web design, web development, and/or marketing Services. Klovera is ready, willing and able to undertake the Services and agrees to do so under the terms and conditions set forth in this Agreement. Accordingly, the parties agree as follows:

Scope of Project Services

(a) Collaborative Scope Definition 

  • Client wishes to retain Klovera for ongoing Project services as outlined below. The scope will be defined through a collaborative effort, ensuring alignment with the project goals and client needs.
  • Initial and ongoing discussions will be held to agree on necessary tasks related to the Services’ scope.

Project services may include, but are not limited to:

(i)Project Services
  • Project discovery
  • Consulting
  • Research
  • Strategy
  • Specification writing
  • Mockups / wireframes
  • Meetings
  • Project management
  • UI/UX design
  • Website development
  • Custom coding
  • Code review
  • Ecommerce development
  • Copywriting / editing
  • SEO
  • Vendor collaboration
  • Software implementation
  • API setup
  • Content creation
  • Competitive analysis
  • Data visualization
  • Ad management
  • Testing

These services are distinct from routine website management and support tasks, which are covered under the separate Website Management & Support Agreement.

(b) Client’s Involvement in Scope Adjustment 

  • Should scope adjustments be needed, Klovera will outline the changes and their implications. Client’s written approval is required for any significant scope changes.

Client Duties and Project Budget

(a) Compensation for Project  Services:

  • In consideration for the services provided by Klovera, as detailed in Section 2(a)(i), the Client agrees to a flexible monthly project fee up to the chosen level of service.
  • This budget serves as a cap for the monthly work and will not be exceeded without the Client’s written permission.
  • Non-Refundable Nature of Payments: All payments made to Klovera under this agreement are non-refundable. This policy supports the allocation of resources and planning necessary to initiate and sustain the project’s momentum. It ensures that once a project is underway, Klovera can commit the required resources and attention to deliver the agreed-upon services efficiently.
  • Current tiered pricing structure:
    • Tier-0: No budget – $150 per hour.
      Availability for project work in the same month NOT guaranteed.
    • Tier-1: $2500 project budget per month
      Max 20 billable hours per month
      Unit rate: 125
    • Tier-2: $6000+ project budget per month
      Max billable hours per month = Budget/120 (e.g. 6000/120 = 50)
      Unit rate: 120

(b) Management of Project Budget:

  • The Client’s chosen budget represents pre-approval for work each month, up to the budget limit for the selected tier.
  • The actual billing may vary based on the work units applied during the month. It may be less or more (with additional written approval for that month) than the pre-approved budget.
  • Klovera will provide regular updates on budget utilization and notify the Client if the budget is anticipated to be exceeded. If the monthly budget is exhausted, work will resume on the 1st working day of the following month with an active budget, unless otherwise agreed upon.

(c) Initial Payment and Deposits:

  • The Client may be required to pay an initial fee or a deposit, at Klovera’s discretion, prior to the commencement of work. This fee is due upon receipt of the invoice.
  • Requirement for Upfront Fees: Any upfront fees or deposits paid are non-refundable and signify the Client’s commitment to the project.

(d) Extra Expenses and Approvals:

  • For expenses exceeding $1,000 to complete a project or new phase, Klovera reserves the right to require an additional non-refundable deposit. 
  • Expenses such as travel, licenses, and third-party services incurred on the Client’s behalf will be reimbursed by the Client. Expenses over $100 require prior written approval.

(e) Pro-rated Fees and Cancellations

  • Pro-Rating Initial Month: If the Client signs up after the 1st of any given month, the initial month’s fee will be charged on the signup date, with subsequent payments due on the last day of each month. Klovera reserves the discretion to pro-rate the initial month’s fee to reflect the actual commencement date of services.

  • Cancellation Policy:

    • In the event of cancellation, Klovera commits to providing services for the period covered by the final payment received. This ensures that the Client receives all services paid for, up to the end of the paid period.
    • Fairness in Non-Refundability: While payments already made are non-refundable, this policy is in place to ensure that resources and planning dedicated to the Client’s project are appropriately compensated. It also reflects the commitment to allocating resources and attention to the Client’s project from the start.
    • Klovera understands the importance of flexibility and will strive to accommodate the Client’s needs should circumstances change. We encourage open communication to explore possible solutions in case of unforeseen situations leading to cancellation.

(f) Late Payments and Penalties

  • If payments are not received by the due date, Klovera reserves the right to cease services and withhold deliverables until payment is made. A penalty fee of 10% of the due amount may be applied after 15 days of the due date.

(g) Client’s Provision of Tools and Information

  • Throughout the project, the Client agrees to supply all tools, information, and documentation needed for effective performance of services.

Changes in Project Scope

Changes in scope require the mutual agreement of both parties.

Term of Agreement

This Agreement commences on the date it is executed and shall continue until it is cancelled by one party under the terms of this Agreement.

Cancellation

(a) To cancel, send an email request to team@klovera.com. Cancellation requests must be received prior to the 1st of the month (Central Time) of the month you wish to no longer engage the Services.

(b) Any payments received by Klovera are non-refundable. Cancellation does not entitle Client to a refund, pro-rated or otherwise, of fees already paid, even for the month in which the cancellation occurred. Upon Client cancellation, Klovera will continue to provide services for the period that the last payment received covers, and will halt future charges.

(c) Client or Klovera may cancel this Agreement for any reason at any time by providing written notice. Client will remain obligated to pay the fees set forth in section 4 for any and all completed work. Client will also remain obligated to pay all expenses incurred by Klovera on Client’s behalf, in accordance with paragraph 4(k), through the last day of performance. Klovera will remain obligated to deliver the services as detailed in this Agreement through the last day of performance. 

No Guarantees

Klovera cannot guarantee the outcome of the Services and Klovera’s comments about the outcome are expressions of opinion only. Klovera makes no guarantees other than that the services described in Paragraph 2(a)(i) shall be provided to Client in accordance with the terms of this agreement. Client acknowledges that Klovera cannot guarantee any results for website project services as such outcomes are based on subjective factors that cannot be controlled by Klovera.

Confidentiality

Mutual Confidentiality: Any and all information and data shared between parties in the fulfillment of this Agreement is of a confidential nature, including, but not limited to any design, creative, marketing, sales, operating, performance, know how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by the receiving party in the strictest confidence and not disclosed to third parties or used for any purpose other than those specified hereunder without the other party’s express written consent, other than to comply with law. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by party, (b) was in party’s possession prior to receipt from the disclosure, (c) is received by party independently from a third party free to disclose such information, or (d) is independently developed by party without use of the other party’s Confidential Information. Upon request, both parties hereto will promptly return or destroy all documents containing the other party’s Confidential Information and delete all electronic records of or containing the same.

Independent Contractors

(a) Independent Contractor Relationship: This Agreement shall not render Klovera an employee, partner, agent of, or joint venturer with the Client for any purpose. Klovera is and will remain an independent contractor in its relationship to the Client. Klovera is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Klovera shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Klovera shall be responsible to the ownership and management of the Client, but Klovera will not be required to follow or establish a regular or daily work schedule. Klovera will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given by Client to Klovera, regarding services performed for the Client, shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop, or alter the work of Klovera to assure its conformity with this Agreement and Client needs. Klovera and Client agree to conform to any and all government regulations necessary to establish and demonstrate the independent contractor relationship between Client and Klovera.

(b) Taxes & Benefits: Klovera will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable national and local laws. Client shall not be responsible for withholding taxes with respect to Klovera’s compensation. Klovera shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.

(c) Insurance: Klovera shall, at Klovera’s sole cost, maintain the necessary insurance coverage required for its business operations, including (i) General Liability, (ii) Professional Errors & Omissions, and (iii) Workers Compensation insurance as required by law. Certificates of insurance for all maintained policies will be provided to the Client upon request.

Transfer of Intellectual Property Rights

(a) Rights Upon Final Payment:

  • For standard projects, upon the Client’s full compliance with the terms of this agreement and final payment for services, Klovera shall automatically grant, transfer, assign, and convey to the Client, and its successors and assigns, all rights, title, interest, and ownership in all works specifically created for the Client (“the Work”). This encompasses copyrights, patents, trade secrets, business concepts, reports, manuals, visual aids, documentation, inventions, processes, proposed products, services, techniques, marketing ideas, and commercial strategies.
  • These rights are granted for worldwide use, in perpetuity, in any media now known or later developed.
  • Klovera also waives any moral rights regarding the Client’s use of the Work and agrees to assist the Client, at the Client’s reasonable expense, in enforcing these rights.

(b) Rights in Ongoing Projects:

  • For ongoing projects with recurring billing cycles, upon each payment by the Client, Klovera shall grant, transfer, assign, and convey to the Client rights to all works specifically created and paid for in that billing cycle. This ensures a progressive transfer of rights, aligning with the ongoing nature of the project.

(c) Retention of Ownership by Klovera:

  • Regardless of the project type, Klovera retains ownership of all underlying engineering work, including code and database frameworks, process files, notes, templates, documents, or other materials created in connection with the services performed under this contract.
  • Klovera grants the Client a worldwide, nonexclusive, irrevocable license to use such materials for the purposes outlined in this agreement.

(d) License to Klovera for Portfolio and Marketing:

  • The Client grants Klovera a worldwide, nonexclusive, irrevocable license to display the written or visual content developed for the Client, both in association with Klovera’s portfolio and for other business development and marketing purposes.
  • This license enables Klovera to showcase its work while respecting the Client’s proprietary rights in the specific work created for them.

Third-Party Content, Software, Services, and Technologies

(a) Usage of Third-Party Offerings: Klovera incorporates a variety of third-party content, software, services, and technologies, including but not limited to stock images, videos, plugins, content management systems, customer relationship management systems, email services, hosting services, automation tools, and artificial intelligence applications, as part of its website management and development services. These offerings are subject to the terms and conditions of their respective third-party providers and licensors.

(b) Compliance with Third-Party Terms: The Client acknowledges that the use of third-party offerings is bound by specific terms and conditions set by the third-party providers and licensors. The Client agrees to comply with all such terms and conditions and acknowledges that any use of third-party offerings outside the scope of these terms may require additional permissions or incur additional fees.

(c) Indemnification for Third-Party Offerings: The Client agrees to indemnify, defend, and hold harmless Klovera from any claims, liabilities, damages, costs, or expenses, including reasonable attorneys’ fees, arising from any breach of third-party terms, unauthorized use of third-party offerings, or any other dispute related to the third-party offerings by the Client or any of its end-users.

Intellectual Property Infringement Claims

(a) Representation of Non-Infringement by Klovera: Klovera represents, BUT DOES NOT WARRANT, that to the best of its knowledge, Services delivered to the Client under this Agreement will not infringe any valid and existing intellectual property right of any third party. Klovera undertakes reasonable efforts to ensure that its work is free of any such infringement.

(b) Client’s Responsibility for Provided Content: The Client warrants that all materials provided by them for inclusion in the Website or project are either owned by the Client or that the Client has permission, rights, or licenses necessary for their use in the project. The Client agrees to indemnify and hold harmless Klovera against any and all claims, costs, and expenses, including attorney’s fees, arising from the use of materials provided by the Client that infringe upon the rights of any third party.

(c) Indemnification by Client: The Client agrees to indemnify and hold harmless Klovera against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Website at the request of the Client for which no proper copyright permission, rights, or previous release was secured, or uses that exceed the uses allowed pursuant to permission or release.

Warranties

(a) Product Warranties: When we recommend the purchase and installation of hardware, software, communications, or services, any warranties, to the extent they exist, are provided solely by the manufacturer/vendor of those products. Klovera does not extend any additional warranties on these third-party products.

(b) Klovera’s Service Warranties: Klovera represents, warrants, and covenants that:

  • We have full authority to enter into this Agreement.
  • All services provided, whether by Klovera or its subcontractors, will be performed using sound, professional practices in a competent and professional manner by knowledgeable and qualified personnel.
  • However, Klovera does not represent or warrant that the services will be uninterrupted or error-free. Additionally, we do not make any warranty as to the results that may be obtained from the use of our services, except as expressly stated in this Agreement.

(c) Client’s Warranties: The Client represents, warrants, and covenants that:

  • They have full authority to enter into this Agreement.
  • They will obtain all necessary consents, rights, licenses, and permissions required to lawfully execute their obligations and duties under this Agreement.

(d) General Warranty Exclusions: Except for the express warranties provided in this Agreement, neither party makes any other warranties, expressed or implied, including any implied warranties of merchantability or fitness for a particular purpose.

Limitation of Liability

(a) Liability Cap: The total liability of Klovera to the Client for any and all claims arising out of or in connection with this Agreement, whether in contract, tort, or under any other theory of liability, shall in no event exceed the total fees paid by the Client under this Agreement.

(b) Exclusion of Certain Damages: In no event will Klovera be liable for any lost profits, loss of use, business interruption, cost of procurement of substitute goods or services, or for any indirect, special, incidental, punitive, or consequential damages of any kind regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if informed of the possibility of such damages in advance.

(c) Third-Party Claims: Klovera shall not be liable for any claim or demand made against the Client by any third party, except as directly attributable to Klovera’s breach of this Agreement.

(d) Exclusions from Limitations: The foregoing limitations in this section shall not apply to a breach of confidentiality by a party under this Agreement, or the obligations under paragraphs 8, 10, and 22.

Additional Policies and Agreements

Use of the Services is also governed by the following policies, which are included here by reference. By using the Services, you also agree to the terms of the following policies.

Additional terms may also apply to certain Services and are incorporated by reference herein as applicable. For example, if we provide maintenance or support for your website, then the Website Management & Support Agreement will also apply to you and would be incorporated herein.

Entire Agreement; Modification; Waiver

Complete Agreement: This Agreement together with all exhibits, appendices or other attachments, which are incorporated herein by reference, is the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of the Agreement and any attached exhibits, appendices or other materials, the Agreement shall take precedence.

Effect of Headings

The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

Neutral Construction

This Agreement was prepared by Klovera and/or Klovera’s legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against Klovera merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.

Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Assignment

Assignment: The rights and obligations under this Agreement are freely assignable by either party. Customer shall retain the obligation to pay if the assignee fails to pay as required by this Agreement.

Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

Klovera LLC
2800 E Enterprise Ave
Suite 333
Appleton, WI 54913
United States
team@klovera.com

Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address in the manner set forth above.

Governing Law; Venue; Mediation

The Governing Law, Venue, and Mediation terms are as outlined in the Terms of Service, included here by reference.

Recovery of Litigation Expenses

If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

Changes to Agreement

You can review the most current version of this agreement at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of this agreement by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Client will be notified of any material changes to this agreement.

Severability

If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.