Terms and Conditions

TERMS OF PARTICIPATION

Please READ carefully. By purchasing and registering for this service, the following Terms and Conditions (the “Terms”) are entered into by Tenfour Agency LLC, dba Totoi Studio (“Company”, “we”, or “us”) and You (“Client” or “You”), and You agree to the following terms stated herein. The Company and You may be referred to individually as a “Party” and collectively as the “Parties” in these Terms.

PROGRAM

The company agrees to provide the program titled “One Week Website Design” (herein referred to as the “Program”) as outlined on the web page where You register, which includes:
Custom website design of up to 3 pages.
A 60 to 90 min strategy call
A provided brand colors palette consisting of 4-6 colors, 2-3 fonts, and a brand vision.
Customized desktop and mobile versions of your website, including complete mobile + desktop optimization of the Home Page, About Me Page, Services Page, and Contact Page, depending on which of the 3 pages you have chosen.
Access to questions 5 days after the session.

FEES AND PAYMENT METHOD

You may choose between a single payment of value agreed upon (due immediately) or two equal monthly payments. If you select the payment plan, you must pay the 50% initial payment today, and then your selected payment method will automatically charge the following 50% remaining of the payment 30 days later for a total payment. If you opt for monthly payments, you will remain responsible for those payments. You may not cancel or avoid these payments.

If payment is not made, the Company will immediately suspend your access to the website and any of the promised features. The client is paying via Honeybook and the website controls access will only be accessible by the client once all payments are completed.

Client understands and agrees that Client is financially responsible for all payments, whether paid in full or in a payment plan (listed above). If payment is not submitted on a payment plan on time after we’ve tried to collect it, the remaining balance + 30% will be sent to a collections agency of our choosing.

All of the personal information that the Client provides as part of the payment process may be collected by both the Company and the Company’s third-party payment processing providers. This includes but is not limited to, name, email address, billing information, and credit card number. Please read our Privacy Policy with respect to how we handle our customer’s personal information.

Our third-party payment processing providers may have privacy policies and terms and conditions that differ from Ours. The company has no liability or responsibility for the independent policies of the Company’s third-party payment processing providers. The client is encouraged to read the independent policies on third-party payment processing providers’ websites.

We do not tolerate or accept any chargeback from the Client’s credit card company. If the client needs to terminate this agreement prior to the Program, the client releases all money already paid to secure the day on the Company’s schedule. For this, there are no refunds whatsoever.

The client agrees to abide by these Terms, pay the Company’s invoices on time, and accept the late payment clause listed below.

Due to the nature of the Program and the services provided by the Company, there are no refunds for any service provided by the Company under this Program.

If you elect for the payment plan, you hereby authorize the Company to charge your credit or debit card automatically according to the terms set forth in the Fees section above.

Regarding recurring payments and outstanding invoices: If all payment methods we have on file for you are declined for payment of your monthly fee, you must promptly provide a new payment method, or your Program access will be terminated.
If the Client has an unpaid invoice for more than ten days, we can drop the client relationship, and the project will be terminated.

Independent Contractor Status:

It is expressly agreed and understood that the Company is performing services under this Agreement as an Independent Contractor of the Client and that the Company is neither an employee nor an agent of the Client. The company will have sole control over the detailed method of performance of the services and the facilities and resources needed to perform the services. Company agrees to pay all applicable taxes which may arise as a result of Company’s performance under this Agreement and to comply with any and all laws and regulations applicable to Company’s performance or that of any employee or subcontractor. Company will have no authority to act, to make any representation, to enter into any contract or commitment, or to incur liability on behalf of the Client.

Ownership and Rights Agreement

It is understood and agreed that all deliverables produced by the Company under this Agreement will become the property of one user, the Client, once the Client pays all compensation due under this Agreement in full. However, this does not include the rights to sell, duplicate, and distribute the website as their work on any platform. The Client will not own the work outright but will co-own the site. This co-ownership transfer will only occur once all payments under this agreement have been completed in full.

The Client will not have the rights to:

Translate
Replicate on a different platform (e.g., Squarespace, Webflow, Figma, etc.)
Duplicate
Sell
Distribute as their own on any platform, including, but not limited to, Etsy, Creative Market, Envato, and Wix Marketplace.

If any deliverable embodies intellectual property rights, including, but not limited to, copyright rights and other proprietary rights, the Company may need to approve and charge an extra fee for the Client to use these rights commercially.

Company retains the ability to use the deliverables produced under this Agreement for marketing, promotional, social media, and/or educational purposes provided that (i) data will be anonymized, except for Client’s name, domain URL, information other than any of the clients intellectual or private property and (ii) Company protects Client’s private data at all times. Client agrees that the Service Provider is able to use the site, after and while it’s being worked on in any marketing materials they so choose.

It is further understood and agreed that any client-specific information developed, obtained by, or provided to Company under this Agreement shall be and remain the property of the Client and will be subject to the Client's sole control once the said project and agreement have been commenced.

Client hereby authorizes, releases, and consents to the Company for any use of Client’s name, likeness, image, voice, and written word for promotional or advertising purposes.

Any design designed by the Company cannot be re-sold or redistributed in any way to a third party unless as an affiliate marketing partner of the Company. If in the case another designer works on this website created by the Company in the Website Design in a Day experience, the website shall remain with the “Site Credits: Totoli Studio” in the website’s footer with the text hyperlinked to totolistudio.com for a period of five years after these terms have been agreed upon by Client.

Confidentiality:

In the course of performance under this Agreement, the Company may receive confidential information from the Client or its clients that pertains to client matters or the business of the Client without which the Company would not be able to perform the Company’s services for the Client.

"Confidential Information" includes all information, technical data, or know-how, including, but not limited to, that which relates to the Client's research, products, hardware, software, designs, inventions, ideas, processes, drawings, business plans, product implementations, financial information, marketing techniques, business operation and systems, pricing policies, information concerning employees, customers, and/or vendors disclosed by one party to another in writing, orally, by inspection, or otherwise

Confidential Information shall include all information of which unauthorized disclosure could be detrimental to the interests of the Client whether or not such information is identified as Confidential Information by the Client.

Confidential Information does not include information that Company can demonstrate:

i. was in Company’s possession prior to it being furnished to Company under the terms of this Agreement, provided the source of that information was not known by Company to be bound by a confidentiality agreement with, or other continual, legal or fiduciary obligation of confidentiality, to Client;

ii. is now, or hereafter becomes, through no act or failure to act on the part of either party, generally known to the public;

iii. is rightfully obtained by Company from a third party, without breach of any obligation to Client; or

iv. is independently developed by the Company without use of or reference to the Confidential Information.

The company agrees to keep all such information confidential at all times and not to use it except in the course of performance under this Agreement. The company will take reasonable steps to maintain such confidentiality and obtain similar commitments from any employee or subcontractor to whom such information must be disclosed in the course of performance.

Non-Exclusivity:
The Parties hereby acknowledge and agree that this Agreement is non-exclusive. The client may contract with third parties who perform the same or similar services as those performed by the Company, and the Company may contract with and perform services for as many additional third parties as the Company sees fit without any restriction or limitation.

Assignment:
Neither Company nor the Client may assign the rights or obligations set forth in this Agreement without the written consent of the other, which consent shall not be unreasonably withheld.

Notices:
Any notice required or desired to be given pursuant to this Agreement shall be deemed to have been given when in writing and shared via email to the Client at the Client’s email address on file or entered upon registration for the Program and to the Company at Company’s email address: info@totolistudio.com.

Termination:
This Agreement will terminate if Fab Totoli decides that working together is not a good fit. No returns of any products or refunds will be given.

Entire Agreement:
This Agreement expresses the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations, and understandings, whether written or oral, with respect to the subject matter hereof.

No Warranties

COMPANY’S SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE CLIENT AGREES THAT THE COMPANY IS NOT LIABLE TO THE CLIENT OR OTHERS IN ANY WAY FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, AND/OR SPECIAL DAMAGES.

Client Cooperation

Should the Company be required to defend itself in any action directly or indirectly involving the Client, the Client agrees to provide any documents, testimony, evidence, or other information the Company deems useful to it free of charge.

Severability in the Event of Partial Invalidity:

If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

Waiver:
No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof.

Dispute Resolution:
This Agreement will be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to conflict of laws principles, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of New Jersey, excluding that State’s conflict of laws principles.

The Parties hereby irrevocably consent to the jurisdiction of the state and federal courts located in Morris County, New Jersey, in any action arising from or relating to this Agreement. By signing this Agreement, both Parties submit to these courts' exclusive jurisdiction and venue and waive any defense of forum non-conveniens.

Deliverables Needed by Client Before Program:

(a) This section constitutes a strict deliverable agreement to ensure that the Company can perform the tasks outlined in section one. The following materials need to be given to us before the Discovery Call on the day of the intensive:

1. The client needs to provide Wix Account login information if they already have an account
2. The client needs to gather all the domain login and password
3. The client must provide the name of the desired domain and have already checked availability. ( Wix Studio Provides a free one-year domain when you sign up for a website hosting plan).
4. The client needs to migrate the blog or podcast if there is one.
5. Gather testimonials from past clients to use on the website
6. Create freebies or lead magnets to use on the website if needed
7. Website copy for two pages: Bio and Services/Process
8. External links that will be used on the website
9. Legal pages consisting of Terms of Use, Terms, and Conditions, and Policy Page all need to be created prior to the call – if you do not have these already, our team will recommend you purchase the templates from our lawyer and do them while we’re working on the website. Suppose you choose not to use them or want to launch without them. Totoli Studio is not responsible for not advising or offering you any GDPR compliance issues or legality concerns related to your choice.
10. Clients' photos must be submitted to the Company before design.

Rescheduling and Cancellation Policy:

Things happen. We understand. We allow one reschedule per client if done more than 24 hours before we’re supposed to start our intensive session. If there is an emergency within 24 hours, please contact us to figure out how we can make things work in the future.

(b) I expect my clients to be communicable for the entirety of the day. You’re welcome to take calls and go about your day while I design, but if questions arise, I do need responses within one hour at max. If I’m designing and haven’t heard back from you in over an hour, I will move forward with the said designs, and you will lose the option to give edits on that section. I don’t want this ever to happen, so please be attentive! Please let me know if you have things going on or appointments while we’re on our first call of the day so that I know when I can expect you to be busy.

Miscellaneous:

(a) This Agreement shall be construed as to its fair meaning and not strictly for or against either Party.
(b) Nothing that the Company designs can be resold or repurposed into an item for sale, like a template or brand kit.
(c) Site Credits: Totoli Studio is to remain on the Footer of the website for the duration of its life unless agreed upon by the Company.
(d) It is the client's responsibility to provide all content mentioned above ( Bio, Services/ Process, and Testimonials), including images and external links. If said content isn’t provided, it can prevent the site from going live during the one-day intensive. The client can also choose to launch on their own terms if their timeline is geared towards a specific date or other reasons, and releases the Company Service Provider from the responsibility to launch the new website that’s been created.
(e) The VIP Day is a partnership and collaboration, and both parties must work together to complete this project efficiently.
(f) If the Client has not paid an invoice for more than 30 days, the Company may refer the collection of the unpaid amount to an attorney or collections agency. If Client’s unpaid invoices are referred to an attorney or collections agency, Client shall pay all reasonable attorney’s fees or collections agency fees as well as the Company deemed time spent on collecting this payment.
(g) The Company reserves the right to discontinue work until the compensation due pursuant to this Agreement is paid in full. Company reserves the right to terminate this Agreement upon Client’s failure to pay the compensation due to Company pursuant to this Agreement.

THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND AGREE TO THEM.

Company: Tenfour Agency, LLC; dba Totoli Studio
Founder and Creative Director Fabiana Totoli
Email:info@totolistudio.com
Business Address: 97 Miller Rd. Kinnelon NJ
Date created: Feb1 4th, 2024