Terms of Sale

Entity: REDSHIFT Pro, LLC doing business as “REDSHIFT Creative” (also known as “REDSHIFT Productions”)

Registered Location: DuPage County, Illinois, United States. 

Governing Law: State of Illinois, U.S.A.

1. Unified Operational Summary (Executive Legal Alignment)

1.1 Unified Legal Framework

This Terms of Sale document (“Agreement”) forms an integral part of the unified legal framework of REDSHIFT Pro, LLC, doing business as “REDSHIFT Creative” (“the Company”).

Together with the Company’s Terms & Conditions and Privacy Policy, this Agreement governs all commercial, creative, and professional engagements between the Company and its clients (“the Client”).

The unified framework consists of:

1. Terms & Conditions (T&C) — governing professional conduct, warranties, intellectual property, confidentiality, and limitation of liability;
2. Privacy Policy — governing data collection, processing, and protection in line with applicable law;
3. Terms of Sale (this document) — governing commercial transactions, pricing, payment terms, project execution, and related financial obligations.

All three instruments must be read together as a single cohesive framework.

In case of any inconsistency or conflict, the following hierarchy shall apply:

1. The Statement of Work (SOW) or any written project agreement, if applicable;
2. These Terms of Sale;
3. The Terms & Conditions;
4. The Privacy Policy.

Nothing in this Agreement shall limit, modify, or contradict the protections or limitations of liability contained in the T&C.

This unified structure ensures coherence, enforceability, and full compliance under the laws of the State of Illinois (U.S.A.).

1.2 Binding Effect of Acceptance

The Client’s confirmation of a quotation, execution of a Statement of Work (SOW), electronic approval of a proposal, or any payment constitutes full and binding legal acceptance of this Agreement and the entire unified legal framework.

Such acceptance forms an enforceable contract under Illinois law, whether or not a separate signature page exists.

Digital confirmations, email approvals, and electronic payments have the same legal effect as handwritten signatures pursuant to the U.S. E-SIGN Act and the Illinois Electronic Commerce Security Act.

1.3 Continuing Effect

These Terms of Sale apply to all current and future projects, renewals, or extensions between REDSHIFT Pro, LLC and the Client, unless amended in writing and signed by both parties.

This ensures contractual continuity and prevents any implied modification or re-negotiation not formally executed.

1.4 Interpretation Clause & Cross-Reference

This Agreement shall be interpreted in harmony with the Company’s Terms & Conditions and Privacy Policy, which together form the Unified Legal Framework.

All provisions are to be construed in good faith and consistent with the parties’ commercial intent.
Headings are for reference only and shall not affect interpretation.

If any provision is found invalid or unenforceable, the remainder shall continue in full force and effect.

1.5 Trade Name Notice

All contracts, invoices, and communications issued under the trade name “REDSHIFT Creative” are legally owned and executed by REDSHIFT Pro, LLC, a limited liability company registered in DuPage County, Illinois.

References to “REDSHIFT Creative” in this Agreement shall be construed as references to REDSHIFT Pro, LLC for all legal purposes.

2. Purpose & Scope

1. Purpose

These Terms of Sale (“Terms” or “Agreement”) establish the commercial, financial, and operational conditions governing all creative, digital, and production-related services provided by REDSHIFT Pro, LLC, doing business as “REDSHIFT Creative” (the “Company,” “we,” “our,” or “us”) to any individual or business entity (the “Client” or “you”).

The purpose of this Agreement is to define the framework under which the Company delivers its Services, ensures fair payment and timely execution, and preserves professional integrity in all commercial transactions subject to the laws of the State of Illinois, U.S.A.

2. Scope of Application

These Terms apply to all engagements, quotations, proposals, Statements of Work (“SOWs”), project confirmations, and invoices issued by the Company — whether executed electronically, digitally signed, or in physical form.

By placing an order, signing a quotation or SOW, or submitting payment, the Client acknowledges full understanding and acceptance of these Terms as the exclusive framework governing the commercial and financial aspects of their relationship with the Company.

3. Relationship with Other Documents

These Terms of Sale operate in coordination with the Company’s Terms & Conditions and Privacy Policy, which together form a unified contractual and operational framework.

In the event of any inconsistency between documents, the following order of precedence shall apply: 

1. The Statement of Work (SOW) — for deliverables, timelines, and technical scope;
2. These Terms of Sale — for commercial, financial, and payment-related matters; and
3. The Terms & Conditions — for intellectual property, confidentiality, and general conduct.

4. Nature of Services & Deliverables

The Company provides customized creative, digital, and production services, including but not limited to: branding, photography, videography, editing, motion graphics, graphic design, marketing content, and digital media solutions.

All Services are rendered in accordance with the approved Statement of Work (SOW), quotation, or written project confirmation. Deliverables are limited to the scope expressly defined therein.
Any additional or modified work requested by the Client requires prior written approval and may result in additional charges or adjusted delivery timelines.

5. Independent Contractor Status

The Company performs all Services as an independent contractor. Nothing in this Agreement shall be interpreted as creating a partnership, joint venture, employment, or agency relationship between the Company and the Client.

The Client shall have no authority to bind, represent, or obligate the Company in any manner without prior written consent.

6. Effective Date & Duration

This Agreement becomes effective and legally binding upon the Client’s acceptance — whether by signature, written confirmation, electronic approval, or initial payment — and remains in effect until completion of the Services or earlier termination as set forth in Section 8 (Termination).

Each project’s duration, milestones, and deliverables shall be governed by the relevant Statement of Work (SOW).

These Terms shall automatically apply to all current and future projects between the same parties, unless expressly replaced or modified by a new written agreement.

3. Orders, Quotations & Acceptance 

1. Quotations & Proposals

All quotations, estimates, or project proposals issued by REDSHIFT Pro, LLC doing business as “REDSHIFT Creative” (“the Company”) are valid for thirty (30) calendar days from the date of issuance, unless otherwise stated in writing.

Quotations are prepared based on the information, scope, and materials provided by the Client at the time of request. 

If the client revises the project scope, technical requirements, schedule, or deliverables before formal acceptance, the company may issue an updated quote reflecting the changes. Additional fees and adjustments to the timeline may apply for delivery.

2. Orders & Confirmation

An order shall be considered accepted only when confirmed in writing, signed, or accompanied by a deposit payment by the Client and acknowledged by the Company through a written confirmation, invoice, or commencement of work.

Verbal communications, draft emails, or informal exchanges shall not constitute a binding commitment unless expressly confirmed in writing by an authorized representative of the Company.

3. Scope & Customization

All Services provided by the Company are customized and executed on a project-specific basis in accordance with the approved Statement of Work (“SOW”), quotation, or written project brief.

Any additions, modifications, or deviations requested by the Client after approval of the SOW or quotation will require written authorization and may be subject to adjusted pricing, extended delivery schedules, or additional charges.

The Company retains full discretion to approve or reject such modifications based on technical feasibility and scheduling capacity.

4. Client Responsibility for Accuracy

The Client is solely responsible for ensuring that all information, data, and materials provided to the Company are accurate, complete, and current prior to acceptance.

The Company shall not be liable for any delay, error, rework, or additional costs resulting from inaccurate or incomplete inputs supplied by the Client.

Any additional services or corrections necessitated by such inaccuracies shall be billed separately at the Company’s prevailing rates.

5. Acceptance & Binding Effect

By signing a quotation or Statement of Work (“SOW”), submitting payment, or authorizing the Company to proceed, the Client acknowledges that they have read, understood, and accepted all applicable provisions of this Agreement, the Terms & Conditions, and the Privacy Policy.

Such acceptance constitutes a legally binding contract enforceable under the laws of the State of Illinois, U.S.A., without the need for any further signature or physical document.

6. Non-Cancellation of Accepted Orders

If the Client unilaterally cancels, suspends, withdraws, or discontinues a project for reasons not attributable to the Company, the full contract value becomes immediately due and payable, regardless of the project’s stage of completion or any partial deliverables.

All deposits and prior payments are strictly non-refundable. The Client shall have no right of offset, deduction, counterclaim, or set-off against any amounts due. 

The Company reserves the right to recover additional compensation for documented losses, non-recoverable commitments, administrative and demobilization costs, acceleration or rescheduling impacts, and opportunity costs resulting from such unilateral action. 

Upon notice of cancellation, the Client shall promptly: 

1. pay all outstanding invoices and the remaining contract balance;
2. compensate the Company for approved third-party expenses, subcontractor charges, and committed materials; and 
3. return or certify destruction of any Company Materials or Confidential Information, as applicable. 

The Company’s remedies under this clause are cumulative and in addition to any other rights or remedies available at law, in equity, or under the Agreement.

7. company’s Right to Decline, Postpone, Suspend, or Terminate Orders

The Company reserves the unrestricted right, in its sole discretion and without liability, to decline,

postpone, suspend, or cancel any order, quotation, engagement, or project, including but not limited to the following circumstances:

1. Client obligations: the Client fails to meet payment, onboarding, contractual, or compliance requirements, or provides incomplete, inaccurate, or nonresponsive information.
2. Legal/ethical/IP concerns: the project’s scope, materials, or intended use violates applicable laws or regulations, ethical standards, or third-party intellectual property or other rights, or involves suspected fraud, misuse, or unlawful purpose.
3. Capacity/suitability: the request conflicts with the Company’s operational capacity, scheduling, resource availability, risk tolerance, or professional standards.
4. External/technical constraints: external circumstances, force majeure events, third-party disruptions, or technical impossibility render performance impracticable, infeasible, unsafe, or commercially unreasonable.

The Company will promptly notify the Client in writing of any such decision. Any refundable balances (if applicable). These rights are cumulative and in addition to any other remedies available at law, in equity, or under the Agreement.

8. Priority & Sequence of Documents

In the event of any inconsistency between this Agreement and any quotation, invoice, or correspondence, the following priority shall apply:

1. Signed Statement of Work (SOW) or formal project contract;
2. These Terms of Sale;
3. The Company’s Terms & Conditions; 
4. The Privacy Policy; and
5. Any other written communication or quotation.

This hierarchy ensures a consistent interpretation across all contractual instruments forming the Unified Legal Framework.

9. Authority to Contract

The Client represents and warrants that the individual executing or approving the order is duly authorized to enter into binding agreements on behalf of the Client or its organization.
The Company shall not be required to verify such authority beyond reasonable diligence, and any commitments made by an authorized representative shall be deemed fully enforceable.

10. Modification or Rejection of Orders

The Company reserves the right to reject, revise, or modify any order or quotation at any time prior to formal acceptance, including where material errors, omissions, or technical inconsistencies are discovered.
Any amendment, variation, or change to the scope, price, or conditions shall be valid only if confirmed in writing and signed or electronically approved by both parties.

Unsigned or verbal modifications shall have no legal effect.

11. Acknowledgment

By confirming an order or project, the Client acknowledges that they have reviewed all pricing, deliverables, and commercial terms, and that no representation, warranty, or verbal assurance outside this Agreement shall be binding unless explicitly agreed in writing by both parties.

4. Pricing & Estimates

1. Basis and Validity of Estimates

All pricing, quotations, and estimates issued by REDSHIFT Creative (“the Company”) are calculated strictly against the scope of work, technical specifications, deliverables, resource plan, and timeline expressly set out in the applicable quotation or Statement of Work (SOW).
Each estimate is valid for thirty (30) calendar days from the issuance date unless otherwise stated in the quotation or SOW. After expiry, the Company may re-issue an updated estimate reflecting current rates, inputs, or market conditions; however, such updates shall not retroactively apply to any confirmed SOWs or accepted orders.

2. Inclusions, Exclusions, and Company Administrative Fees

Unless expressly listed in the quotation/SOW, pricing excludes: third-party licenses and usage fees, paid talent or models, location permits, travel and lodging, special insurance, specialty equipment rentals, rush/expedite turnarounds, props, materials, shipping, customs, bank/wire fees, payment gateway fees, and any taxes, duties, surcharges, or governmental/regulatory fees (or any similar or successor charges).

Any such items required for the project will be invoiced at cost plus an administrative fee determined by the Company in its sole discretion, as reflected on the rate card or invoice.

3. Taxes, Withholding & Gross-Up

All prices, fees, and charges quoted by REDSHIFT Creative (“the Company”) are exclusive of all applicable taxes, duties, levies, withholding obligations, and governmental or regulatory assessments — whether federal, state, local, or international in nature — including, without limitation, sales and use taxes, value-added tax (VAT / GST), excise and digital-service taxes (DST), import or export duties, withholding taxes, and any similar or successor charges (collectively, “Taxes”).

The Client shall be solely responsible for the timely payment or reimbursement of all such Taxes associated with the Services, except those imposed directly on the Company’s net income. If any withholding or deduction is required by law or by the Client’s jurisdiction, the Client shall gross-up the payment so that the Company receives the full invoiced amount net of all withholdings, fees, and charges.

The Company shall apply tax exemptions or zero-rating only upon receipt, review, and written confirmation of a valid exemption certificate provided by the Client and accepted by the Company in its commercially reasonable discretion. Failure to provide valid documentation shall result in the applicable Taxes being added to the invoice, and such amounts shall be deemed part of the Client’s payment obligation.

All payments must be made in full and without any deduction, set-off, counterclaim, withholding, or delay — unless expressly required by law or agreed in writing by the Company. All currency-conversion costs, bank charges, and remittance fees shall be borne solely by the Client.

For clarity, further provisions regarding Taxes and related Expenses are detailed in Section 7 (Taxes & Expenses).

4. Payment Schedule and Milestones

Unless otherwise stated in the SOW, payments are made in three (3) installments:

1. Fifty percent (50%) upon project acceptance and before commencement (non-refundable);
2. Twenty-five percent (25%) upon completion of the first approved phase (e.g., concept approval, rough cut); and
3. Twenty-five percent (25%) upon final delivery of all contracted deliverables.

All payments must be made in USD and received in cleared funds in the Company’s designated account.

5. Payment Terms, Late Fees (Daily Proration), and Suspension

Invoices are due within seven (7) calendar days of issuance unless a different term is agreed in writing.
Late amounts accrue a finance charge at Three percent (3%) per month, prorated daily (i.e., the monthly rate divided by 30 and applied per actual day overdue), or the maximum rate permitted by law, whichever is lower.

If any invoice remains unpaid after three (3) calendar days’ written notice, the Company may suspend or terminate work immediately; upon termination, all outstanding balances become immediately due and payable. The Client is liable for collection costs and attorneys’ fees.

6. Scope Changes and Company-Initiated Pricing Revisions (Client-Caused)

Any change to the agreed scope, specs, schedule, deliverables, or Client dependencies (including late inputs/approvals or errors/omissions in Client materials) may require a revised quotation or change order. Where the cost impact arises from Client acts/omissions, the Company may adjust fees unilaterally to recover the actual, documented increase. The Company will notify the Client in writing and reflect such adjustments on the next invoice or change order.

7. Exceptional or Extended Work (Sessions and Partial Sessions)

Exceptional or Extended Work” refers to any task, activity, or session performed outside the approved scope, duration, or schedule defined in the Statement of Work (SOW) that requires additional resources, personnel, or time — including, without limitation, after-hours work, weekend or holiday sessions, urgent turnarounds, night shoots, or additional editing or review rounds beyond the agreed deliverables.

For billing purposes, work sessions shall follow the SOW accounting standard:

1. Up to four (4) hours = half-day
2. Over four (4) hours = full day,

unless otherwise specified in the SOW.

Such exceptional or extended work shall be treated as additional billable services, invoiced at the Company’s current rate card or as otherwise agreed in writing.

This classification is a commercial billing arrangement only and does not create any employment relationship or labor-law entitlements of any kind between the Client and the Company or its personnel.

8. Client Cooperation and Timeline Impacts

The project schedule, milestones, and pricing are expressly conditioned upon the Client’s timely cooperation, responsiveness, and delivery of required materials and approvals.

Failure by the Client to provide such cooperation within the agreed or reasonable timeframe shall constitute a Client-caused delay, entitling the Company to:

1. Reschedule work and adjust delivery timelines at its sole discretion;
2. Apply standby or rescheduling fees, or invoice for idle time and additional project management costs; and
3. Revise pricing or scope to reflect any increased costs or inefficiencies directly resulting from such delays.

The Company shall bear no liability for missed deadlines, interruptions, or cost escalations arising from late or incomplete Client responses, withheld approvals, inaccurate data, or restricted access to necessary resources.

If Client-related delays exceed ten (10) calendar days, the Company may pause or terminate the project upon written notice, with all outstanding amounts becoming immediately due and payable.

For clarity, Client-caused delays shall not constitute force majeure or excuse performance obligations.

5. Refunds, Cancellations & No Chargebacks

1. General Policy

All payments to REDSHIFT Pro, LLC doing business as “REDSHIFT Creative” (the “Company”)—including deposits, retainers, milestones, and partial payments—are final and non‑refundable, unless a refund is expressly required by applicable U.S. consumer protection law.

Due to the customized nature of the Company’s services, projects are planned, resourced, and scheduled specifically for each Client. Accordingly, once work has commenced or resources have been committed, cancellations, refunds, or scope‑reduction credits will not be accommodated.

These payments compensate the Company for project preparation, resource allocation, scheduling, administrative effort, and opportunity costs.

2. Client-Initiated Cancellations

If the Client unilaterally cancels, suspends, or discontinues a project for any reason not directly caused by the Company, all amounts due under the quotation or Statement of Work (SOW) become immediately payable in full.

All deposits, retainers, or partial payments are strictly non-refundable and non-transferable.
The Company shall also be entitled to claim compensation for any loss of time, opportunity cost, or third-party commitments incurred prior to or resulting from such cancellation.

The Company shall retain full ownership of any unfinished or draft materials, files, or concepts, unless full payment has been received.

3. Company-Initiated Cancellations

The Company reserves the right to suspend or terminate a project at any time, without liability, if the Client:

1. Fails to meet payment obligations, deadlines, or cooperation requirements;
2. Provides unlawful, infringing, or unethical content; or
3. Engages in conduct that violates applicable law or damages the Company’s reputation.
4. External or force-majeure circumstances render performance commercially impracticable.

In such cases, the Client remains responsible for all amounts accrued up to the effective date of termination, including any committed expenses or subcontractor fees.

4. No Chargebacks or Reversals

By entering into this Agreement, the Client expressly waives any right to initiate chargebacks, payment reversals, or disputes through banks, credit card providers, or payment processors for any amounts legitimately invoiced and due under this Agreement.

Any attempt to dispute a valid charge or reverse payment after project initiation constitutes a material breach of contract.

The Company reserves the right to pursue full recovery of all due amounts, chargeback penalties, and associated legal or administrative costs.

5. Force Majeure Exclusion

Cancellation for reasons of delay or disruption caused by force majeure events (as defined in the Terms & Conditions) shall not constitute grounds for refund.

The Company will, however, make reasonable efforts to reschedule or resume the project once conditions permit, without penalty to either party.

6. Effect of Termination on Payments

Upon termination for any reason, all completed phases, approved work, or in-progress deliverables shall be invoiced at the percentage of completion as reasonably determined by the Company.

All such invoices shall be due immediately.

Any unpaid balance for committed work, materials, or subcontracted services shall survive termination and remain enforceable under Section 8 (Termination – Financial Effects).

6. Change Orders & Adjustments

1. Definition and Written Approval Requirement

Any modification, amendment, or deviation from the approved project scope, specifications, schedule, deliverables, or required resources (collectively, a “Change”) must be documented through a formal written Change Order and duly approved by both parties.

No verbal, implied, or informal instruction—whether via phone, chat, or message—shall constitute a valid modification unless confirmed in writing by the Company.

All approved Change Orders form an integral part of the Statement of Work (SOW) and the unified legal framework governing the Agreement.

2. Client-Initiated Changes

If the Client requests a Change after project commencement, the Company shall:

1. Assess the impact on cost, timeline, resources, and deliverables;
2. Issue a revised quotation or amended SOW outlining the adjusted pricing and schedule; and
3. Proceed only after written confirmation and payment of any required additional fees.

All Client-approved Changes shall be binding and enforceable once acknowledged in writing or validated through payment confirmation.

No Change shall be implemented retroactively to work already completed or invoiced.

3. Company-Initiated Operational Adjustments

The Company reserves the right to make reasonable adjustments to methods, workflow, or production techniques without Client approval if such adjustments:

1. Improve efficiency, quality, or compliance with industry standards;
2. Do not materially alter the final deliverables or scope of Services; or
3. Are required due to technical necessity, safety considerations, or resource availability.

Such internal adjustments shall not affect pricing or deadlines unless they necessitate additional scope or resources beyond the original agreement.

4. Cost & Schedule Adjustments

All approved Changes shall be subject to updated pricing, timelines, and milestones as stated in the respective Change Order or amended SOW.

Any delays or increased costs arising from Client-requested Changes shall be borne exclusively by the Client.

For clarity, Client-caused delays shall not constitute force majeure or excuse payment or performance obligations under this Agreement.

5. Suspension or Delay by Client

If the Client suspends, delays, or fails to provide required inputs, feedback, or approvals for more than five (5) calendar days, the Company may:

1. Pause all work until the issue is resolved;
2. Apply rescheduling or restart fees; and/or
3. Invoice for standby time, administrative costs, or lost opportunity expenses.

A suspension exceeding fifteen (15) calendar days shall constitute a Client cancellation subject to Section 5 (Refunds, Cancellations & No Chargebacks).

6. Unauthorized Work or Additions

Any task or deliverable not explicitly included in the approved SOW or a written Change Order shall be considered unauthorized and non-billable unless confirmed in writing by the Company.
Requests made verbally or through unverified channels shall not bind the Company and will require formal documentation before execution.

7. Documentation & Recordkeeping

The Company shall maintain written records of all approved Change Orders, including pricing revisions and updated delivery schedules.

The Client must review and acknowledge such documents within three (3) calendar days of receipt.
Failure to respond within that period shall be deemed acceptance of the revised terms and conditions.

7. Taxes & Expenses

1. General Principle

All fees, prices, and charges quoted by REDSHIFT Creative (“the Company”) are exclusive of all applicable taxes, duties, levies, or governmental assessments of any kind—federal, state, local, or international—unless expressly stated otherwise in writing.

The Client shall bear sole responsibility for the timely payment or reimbursement of all such taxes and governmental fees associated with the Services, except for taxes imposed directly on the Company’s net income.

2. Taxes, Withholding, and Gross-Up Obligation

If any law, regulation, or jurisdiction requires the Client to withhold or deduct taxes (including but not limited to VAT, GST, DST, withholding, or service taxes), the Client must “gross-up” the payment so that the Company receives the full invoiced amount as if no such deduction had been made.
The Client shall also be responsible for preparing, filing, and remitting any required tax returns or declarations in its jurisdiction.

The Company will apply tax exemptions or zero-rating only upon receiving a valid exemption certificate issued by the competent authority and accepted by the Company in its commercially reasonable discretion.

3. Governmental Fees & Compliance Costs

Any regulatory, licensing, customs, import/export, or permit fees incurred in connection with the Services shall be the Client’s responsibility unless otherwise specified in the Statement of Work (SOW).
If the Company pays such fees on the Client’s behalf, the Client agrees to reimburse the full amount plus a reasonable administrative fee (as defined in Section 4.2).

4. Expenses and Reimbursements

Where a project requires travel, accommodation, third-party resources, or other out-of-pocket expenses, such costs shall be invoiced at actual cost plus a reasonable administrative fee.

All such expenses must be pre-approved in writing by the Client or clearly stated in the SOW.

Receipts or supporting documentation will be provided upon request for transparency and audit purposes.

5. Non-Payment and Enforcement

Failure by the Client to pay or reimburse applicable taxes, fees, or expenses constitutes a material breach of this Agreement and may result in immediate suspension or termination under Section 8 (Termination – Financial Effects).

The Company reserves the right to recover such unpaid amounts through any lawful means, including interest, collection costs, and attorney’s fees under Illinois law.

6. No Deductions or Set-Offs

All payments must be made in full, free from any deduction, withholding, or set-off, unless expressly required by law or agreed in writing by the Company.

Currency conversion and bank transfer fees are the Client’s responsibility.

8. Reference to Unified Legal Framework (Warranties, IP, Confidentiality, Liability, and Law)

1. Integration with the Company’s Core Legal Documents

This Terms of Sale operates as part of the unified legal framework of REDSHIFT Pro, LLC (“the Company”), together with the following instruments:

1. Terms & Conditions — governing warranties, intellectual property, confidentiality, limitation of liability, indemnification, and termination procedures; and
2. Privacy Policy — governing data handling, collection, and protection practices.

All three documents shall be read together as a cohesive and enforceable legal structure.

2. Cross-Reference and Non-Duplication Principle

To avoid duplication or inconsistency, all matters relating to warranties, remedies, intellectual property ownership, confidentiality obligations, limitation of liability, dispute resolution, and termination procedures are governed exclusively by the Company’s Terms & Conditions.

This Agreement (Terms of Sale) governs only the commercial, financial, and operational aspects of client engagements.

3. Hierarchy and Precedence

For clarity, the document hierarchy and conflict-resolution rules established under Section 1.1 (Unified Legal Framework) shall apply equally to this Agreement.

Nothing in these Terms of Sale shall alter or override the precedence or protections defined therein.

4. Governing Law & Venue

This Agreement and the entire Unified Legal Framework are governed by and construed in accordance with the laws of the State of Illinois, U.S.A., with exclusive venue in the courts of DuPage County, Illinois.

Both parties irrevocably consent to such jurisdiction and waive any objection to forum or venue.

9. Acknowledgment & Entire Agreement

1. Acknowledgment of Review and Understanding

The Client acknowledges that they have read, understood, and accepted these Terms of Sale, together with the Company’s Terms & Conditions and Privacy Policy, which collectively constitute the Unified Legal Framework governing all commercial and professional engagements with the Company.

The Client confirms they had the opportunity to review these Terms, seek clarification, and obtain independent legal or professional advice prior to acceptance.

Acknowledgment under this Section includes any acceptance acts described in Sections 2 and 3 of this Agreement, including but not limited to signing a quotation, SOW, or authorizing payment.

Continued use of the Company’s Services — including submission of new project requests or acceptance of quotations — shall constitute renewed acknowledgment of the latest version of these Terms as published on the Company’s official website.

This Acknowledgment is valid and enforceable under the laws of the State of Illinois, United States of America.

2. Entire Agreement

This Agreement constitutes the entire and exclusive understanding between the Client and the Company with respect to the commercial and financial aspects of their engagement and supersedes all prior or contemporaneous agreements, negotiations, or representations, whether oral or written, on the same subject matter.

No verbal statement, side correspondence, or informal communication has legal effect unless expressly set forth in a written amendment and duly executed by the Company.

3. No Waiver

The failure or delay by the Company to enforce any provision of this Agreement does not constitute a waiver of that or any other right.

Any waiver must be expressly stated in writing and signed by the Company to be effective.

10. Signatures / Electronic Acceptance

1. Legally Binding Electronic Consent

This Agreement and all related documents may be executed, accepted, or approved electronically through digital signature, typed name, email confirmation, payment submission, or any comparable form of electronic communication.
Each such act shall constitute a valid and legally binding signature with the same force and effect as a handwritten signature, in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Illinois Electronic Commerce Security Act.

2. Validity of Digital Records

Electronic copies, scans, or records of this Agreement—whether maintained by the Company or the Client—shall be deemed authentic and admissible evidence of the parties’ intent and consent.

No party may contest the enforceability of this Agreement solely on the basis that it was executed or retained in electronic form.

3. Acceptance Through Conduct

Without limiting Section 1.2 (Binding Effect of Acceptance), the Client’s performance of any of the following acts shall constitute conclusive acceptance of this Agreement:

1. Signing a quotation, proposal, or Statement of Work (SOW), whether electronically or physically;
2. Submitting any payment, deposit, or retainer to the Company; or
3. Continuing to use, access, or request the Company’s Services after being notified of these Terms.

Such acceptance shall bind the Client to all financial and contractual obligations herein.

4. Effective Date of Acceptance

The effective date of this Agreement shall be the earliest of:

1. the date of the Client’s signature or electronic confirmation;
2. the date of payment or deposit; or
3. the commencement of work by the Company following Client authorization.

This Agreement shall remain valid and enforceable thereafter in accordance with Illinois law.

5. Counterparts & Record keeping

This Agreement may be executed in multiple counterparts (including digital or scanned versions), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
The Company may maintain and rely on an electronic archive of all accepted Agreements, which shall serve as conclusive proof of consent.

6. Final Acknowledgment

By electronically signing, confirming, or proceeding with any order, the Client expressly acknowledges that they have read, understood, and agreed to be bound by this Terms of Sale, together with the Company’s Terms & Conditions and Privacy Policy, which collectively form a single, unified, and enforceable legal framework under the laws of the State of Illinois, U.S.A.