EXPIRIO LLC GENERAL TERMS & CONDITIONS
Version 2026-04-10
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From insight to impact.
Consulting that translates innovation into outcomes.
These General Terms & Conditions (the "Terms") govern the provision of design and development services by Expirio LLC, a Texas limited liability company with its principal place of business at 5900 Balcones Drive, Suite 100, Austin, TX 78731, USA ("Provider," "we," "us"), to the client identified in a Service Order that incorporates these Terms ("Client," "you"). Each is a "Party" and together the "Parties."
Each engagement is set out in a Service Order and Statement of Work ("SOW") that incorporates these Terms by reference. Together, the SOW and these Terms form a single agreement (the "Agreement") for that engagement. The SOW sets out the project-specific matters (parties, scope, deliverables, price, milestones, payment details, schedule, and client responsibilities). These Terms set out the standing terms that apply across engagements.
Order of precedence. If there is a conflict between a SOW and these Terms, the SOW prevails for that engagement. These Terms apply in the version identified in the SOW. Later changes to these Terms do not affect a SOW already signed.
"Deliverables" means the work product Provider creates for Client under a SOW. "Services" means the work Provider performs under a SOW. "Effective Date" means the date of the last Party to sign the SOW. "Third-Party Materials" means open-source software, fonts, stock media, plugins, hosting platforms, and other components not originally authored by Provider.
Provider will perform the Services described in the SOW. Anything not expressly included in the SOW is out of scope. Additional work, added pages, or changes to already-approved work are performed only with Client's prior written approval and are billed at the hourly rate in the SOW.
Delivery is iterative and stage-based. Provider presents each stage to Client for approval before the next stage begins. Unless the SOW states otherwise, Client will approve or provide consolidated written feedback on each delivered stage within fourteen (14) days of delivery. If Client does not respond within that period, the stage is deemed approved (auto-accepted) and Provider proceeds. Deemed approval has the same effect as express approval throughout the Agreement. While a stage is under review, Provider includes reasonable revisions consistent with the agreed scope for that stage at no additional charge. Once a stage is approved, whether expressly or by auto-acceptance, it is locked, and further changes are billable under Section 3.
Fees and milestones are set out in the SOW. All amounts are in US dollars and are exclusive of any applicable sales, use, or similar tax, which is Client's responsibility where it applies. Unless the SOW states otherwise, invoices are due within seven (7) days of the invoice date. Payment is made by domestic wire transfer or ACH to the account stated on the invoice.
If any invoice is not paid when due, Provider may suspend the Services and postpone launch until payment is received, and any schedule extends accordingly. Overdue amounts accrue interest from the due date at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted under the Texas Finance Code. Provider may pursue collection of unpaid amounts, and Client is responsible for the reasonable costs of collection, including arbitration costs and attorneys' fees as provided in Section 15.
Each engagement is a fixed-scope commissioned work. The Agreement may not be terminated for convenience by Client. If Client pauses, discontinues, or withdraws from the engagement for any reason other than Provider's uncured material breach, the full project price stated in the SOW remains due and payable in full, including any milestone not yet invoiced, and amounts already paid are non-refundable. The Parties agree that the full price is the agreed, bargained-for fee for the commissioned work and is not a penalty. Client may terminate only for Provider's material breach that remains uncured thirty (30) days after written notice describing the breach; in that case Client pays for all Services performed and Deliverables produced up to termination.
Upon payment in full of the project price, Provider assigns to Client all of Provider's right, title, and interest in the custom Deliverables created for Client under the SOW, including design, content structure, and the site build. Client may then freely use, modify, extend, or transfer them, with no territorial or volume restriction and no additional license fee. Until payment in full, Provider retains all rights in the Deliverables, and Client has no license to use or launch them.
Third-Party Materials remain governed by their own licenses, and the rights Client receives in them are those granted under those licenses, not under this Agreement. Provider will use commercially reasonable efforts to select Third-Party Materials whose terms are compatible with Client's intended use. Provider retains ownership of its pre-existing tools, methods, know-how, and reusable code libraries, and grants Client a perpetual, non-exclusive license to use any of these that are embedded in the Deliverables to the extent needed to use the Deliverables.
Client will provide required content, brand assets, access, and approvals on a timely basis. Materials supplied by Client (including text, photographs, logos, and graphics) must be legally clean, and Client represents that it holds the rights to use them. Client is responsible for the legality and accuracy of content it supplies.
For thirty (30) days after launch, Provider will correct, at no charge, material defects in the Deliverables, meaning material failures of the Deliverables to function as designed and approved. After that period, corrections and changes are billable at the hourly rate in the SOW.
EXCEPT FOR THE EXPRESS 30-DAY WARRANTY ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. PROVIDER DOES NOT WARRANT THAT THE DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE.
TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CLIENT UNDER THE APPLICABLE SOW. PROVIDER IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY. Nothing in this Section limits liability that cannot be limited by law.
Each Party may receive confidential information of the other, including business, strategic, financial, and technical information disclosed in discovery or during the engagement. Each Party will use the other's confidential information only to perform the Agreement, will protect it with at least reasonable care, and will not disclose it to third parties except to its own personnel or contractors who need it and are bound by similar obligations. This does not apply to information that is or becomes public through no fault of the receiving Party, was already known to it, is independently developed, or is required to be disclosed by law or valid legal process. These obligations survive completion or termination.
Provider may identify Client and the client brand as a client and may display the Deliverables, including screenshots and a link to the live site, in Provider's portfolio, case studies, and marketing materials. This does not permit disclosure of Client's confidential information under Section 12. Client may withdraw this permission for a specific item by written notice, effective prospectively.
Independent contractor. Provider performs as an independent contractor. Nothing in the Agreement creates an employment, partnership, joint venture, or agency relationship, and neither Party may bind the other.
Data protection. Performance may involve limited processing of personal data. Each Party is responsible for its own compliance with applicable US state privacy laws, including the Texas Data Privacy and Security Act and any other state privacy law that applies to it, with respect to the data it controls. Where Provider processes personal data on Client's behalf, it does so only to perform the Services.
Governing law. The Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules.
Dispute resolution. The Parties will first seek to resolve any dispute amicably. Failing that, any dispute arising out of or relating to the Agreement will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Travis County, Texas, before a single arbitrator. The Federal Arbitration Act and the Texas Arbitration Act (Tex. Civ. Prac. & Rem. Code Ch. 171) govern this agreement to arbitrate. Judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek temporary injunctive relief from a court in Travis County, Texas to protect its confidential information or intellectual property pending arbitration.
Attorneys' fees. In any arbitration or proceeding to enforce the Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs, as permitted under Tex. Civ. Prac. & Rem. Code § 38.001 and applicable law.
Entire agreement. The SOW together with these Terms is the complete and entire agreement for the engagement and supersedes prior discussions or proposals.
Amendments. Changes are effective only in a writing signed by both Parties (a signed SOW or written change order qualifies).
Assignment. Client may not assign the Agreement without Provider's prior written consent. Provider may assign it to an affiliate or a successor in a merger, acquisition, or sale of assets.
Notices. Notices are given in writing by email to the addresses the Parties use for the engagement and are effective when sent, absent a delivery-failure notice.
Force majeure. Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control. Late payment is not a force majeure event.
Severability. If any provision is held unenforceable, the rest remains in effect and the provision is enforced to the maximum extent permitted.
Waiver. A Party's failure to enforce a provision is not a waiver of it.
Counterparts and electronic signature. A SOW may be signed in counterparts and by electronic signature, which are valid and binding under the federal ESIGN Act and the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Ch. 322).
Survival. Sections 6 through 16 survive completion or termination to the extent needed to give them effect.
