01Acceptance.
By visiting sproutlingconsulting.com or engaging us for any service, you agree to these Terms of Service.
If you're using our services on behalf of an organization, you confirm you have the authority to bind that organization to these terms. If you don't agree to these terms, please don't use the site or our services.
These terms apply alongside any separately signed engagement letter, statement of work (SOW), or master services agreement (MSA). Where the two conflict, the signed agreement takes precedence for that engagement.
02Services we provide.
Sproutling & Co. is a fractional growth team offering professional services across four practice areas.
- Growth strategy — planning, advisory, sales operations, founder coaching.
- Brand & creative — identity, collateral, campaign work.
- Web development — design, build, maintenance, accessibility.
- Managed IT — monitoring, security, helpdesk, infrastructure, vCIO.
Specific deliverables, schedules and scope for each engagement are defined in the corresponding SOW. We focus our work on businesses based in Santa Cruz County and the immediate South Bay.
03Engagements & SOWs.
Each piece of work is governed by a written engagement letter or SOW signed by both parties.
Your SOW will describe the scope, deliverables, schedule, fees, and any out-of-scope assumptions. Changes to scope must be agreed in writing — typically a brief change order signed by both sides.
Subcontractors
We may engage qualified subcontractors to perform some of the work. We remain responsible for that work and for ensuring subcontractors are bound by confidentiality obligations no less protective than those in your engagement.
Client responsibilities
To do our best work, we need timely access to the information, accounts, and people the project requires. Material delays in client deliverables may shift timelines and, where they cause idle time, may affect fees.
04Fees & payment.
Fees are described in your SOW. Unless stated otherwise, invoices are due within fifteen (15) days of receipt.
- Project work — typically billed in milestones, with an initial deposit at signing.
- Retainer work — billed monthly in advance.
- Managed IT — billed monthly in advance, with onboarding fees due at signing.
- Expenses — out-of-pocket expenses pre-approved by you are billed at cost.
Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, beginning thirty (30) days after the invoice date. We may pause work on accounts more than thirty days past due, after written notice.
05Intellectual property.
Once you've paid in full for a deliverable, you own it.
Subject to full payment of the relevant fees, we assign to you all right, title and interest in the final deliverables produced specifically for you under an SOW (such as final brand assets, campaign materials, and the unique custom code we write for your website).
What we retain
We keep ownership of (a) our pre-existing methodologies, templates, frameworks, training materials, and tooling; (b) third-party components governed by their own licenses; and (c) the right to use generalized learnings, ideas, and know-how. We may also showcase the project in our portfolio and marketing — we'll always ask before naming you publicly.
06Confidentiality.
We treat your non-public information as confidential, and we expect the same of any non-public information you receive from us.
"Confidential information" includes business plans, financial information, customer data, technical systems and access credentials. Each party will use reasonable measures (at least the standard it uses for its own confidential information) to protect the other party's confidential information, and will not disclose it except to people who need to know and are bound to similar obligations.
Confidentiality does not apply to information that is public through no fault of the receiving party, was already known without obligation, is independently developed, or must be disclosed by law (in which case the receiving party will give prompt notice where lawful).
07Warranties & liability.
We perform our work professionally and in line with industry standards. Beyond that, services are provided "as is."
To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee any specific business outcome, revenue figure, audit result, or compliance certification.
Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages. Our total cumulative liability for any claim arising out of an engagement will not exceed the fees you paid us under the engagement giving rise to the claim during the twelve (12) months prior to the event.
08Termination.
Either party may terminate an engagement under the terms set out in the SOW, typically with 30 days' written notice.
Either party may also terminate immediately for material breach not cured within fifteen (15) days of written notice. Upon termination, you'll pay for all services performed and expenses incurred through the effective date, and we'll hand off in-progress work and any deliverables you've paid for.
Sections that by their nature should survive termination — including Confidentiality, Intellectual Property (post-payment), Warranties & Liability, and Disputes — will survive.
09Disputes & governing law.
These terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles.
Before filing any formal action, the parties agree to attempt to resolve the dispute in good faith for at least thirty (30) days. Any unresolved dispute will be brought exclusively in the state or federal courts located in Santa Cruz County, California, and each party consents to personal jurisdiction there.
10Changes to these terms.
We may update these terms from time to time.
When we do, we'll change the "Last updated" date at the top of the page. Material changes will be highlighted on this page for thirty days after they take effect. Your continued use of the site after the effective date means you accept the updated terms.
Questions
If anything here is unclear, write to us at hello@sproutlingconsulting.com or call (831) 508-7300. A real person will answer.