BS LLC Commercial + Delivery Terms (2026) 

 

1) Engagement Models

Provider engagements use one or more of the following structures, as defined in the applicable SOW:

A. Capacity Retainer (Advance Payment / Points)
A recurring monthly fee that pre-purchases a defined amount of delivery capacity measured in Points.

B. Fixed Fee (Stipulated Sum / Time-Based Installments)
A fixed total project fee billed as a down payment plus scheduled installments tied to time (calendar schedule), not to deliverable approval.

C. Hourly (Time-Based Billing)
Work billed by time at the applicable role rates, optionally subject to a Do Not Exceed (“DNE”) cap.

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2) Definitions

Points (Delivery Capacity): A unit of delivery capacity used to plan, allocate, and measure work under a Capacity Retainer. Points represent relative complexity/effort and are not hours, not convertible to hours, and may not be reverse-engineered into implied time or rates.

Scope: The deliverables, assumptions, inclusions, exclusions, dependencies, inputs required from Client, and revision allowances listed in the SOW.

Revision: A change to a delivered work product that remains within the approved direction and within Scope.

Rework / Redirection: A change that materially alters direction after approval (including new decision-maker input, strategy reversals, “start over,” replacement of previously approved elements, or material expansion of requirements). Rework is out of Scope unless expressly included.

Change Request: Any work requested outside Scope or beyond included revision allowances.

Client Materials: Content, approvals, access credentials, system permissions, brand assets, and decisions the Client must provide.

Business Day: Monday–Friday excluding U.S. federal holidays.

Undisputed Amounts: Invoice amounts not subject to a good-faith written dispute delivered within the dispute window in Section 8.2.

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3) Capacity Retainer (Advance Payment / Points)

3.1 Monthly Capacity

The retainer includes X Points per month (as stated in the SOW). Points apply across all requests for that month and across all concurrent initiatives (not per project).

3.2 No Rollover; Monthly Reset

Points reset monthly. Unused Points expire. There is no rollover, banking, or carry-forward.

3.3 Estimation and Final Point Assignment

Provider may estimate Points per request for planning and prioritization. Final Point assignment is determined by Provider based on actual complexity and dependencies discovered during execution.

3.4 Intake, Prioritization, and Work-in-Progress

Work is performed from a shared request list or agreed intake channel. Provider may limit work-in-progress to maintain throughput and will sequence work based on dependencies, urgency, and Client responsiveness.

3.5 When Points Are Exhausted

If monthly Points are fully allocated, Client may choose:

1. defer remaining requests to the next month’s Points, or

2. purchase additional capacity (Point Pack) if offered, or

3. approve incremental work billed Hourly.

3.6 Retainer Term and Cancellation

Unless stated otherwise in the SOW, retainers are month-to-month. Either party may cancel with 30 days’ written notice. Fees are non-refundable and unused Points expire at month-end.

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4) Fixed Fee (Stipulated Sum) — Time-Based Installments Only

4.1 Payment Structure

Unless otherwise stated in the SOW:

• a down payment is due before kickoff to reserve capacity, and

• the remaining balance is billed in equal time-based installments (e.g., monthly) over the planned project duration.

4.2 Not Contingent on Deliverable Approval

Fixed-fee invoices are due based on the calendar schedule in the SOW and are not contingent upon deliverable completion, approval, or acceptance. Payment timing is tied to time, not approval events.

4.3 Schedule Shifts

If Client delays inputs/feedback, Provider may shift the timeline and resequence work. Installment due dates remain due per schedule unless both parties agree in writing to a formal pause.

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5) Hourly (Time-Based Billing)

5.1 Rate Card

• Partners: $500/hr

• Strategy: $300/hr

• Design: $175/hr

• Project Management: $125/hr

• Intern: $75/hr

• Blended Hourly (where specified): $250/hr

5.2 Do Not Exceed (DNE)

If a DNE cap is stated in the SOW:

• Provider will notify Client when approximately 80–90% of the DNE is reached.

• Provider may pause work at the DNE unless Client approves an increase in writing.

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6) Revisions, Feedback, and Decision Rights (Applies to All Models)

This section is designed to prevent open-ended refinement cycles and keep delivery predictable.

6.1 Included Revisions (Default)

Unless otherwise stated in the SOW, each distinct deliverable includes two (2) rounds of revisions after initial delivery.
A “round” means one consolidated set of feedback from the designated decision-maker (Section 6.3).

6.2 What Counts as a Revision vs. Rework

Revisions (included within the round limits):

• copy edits, minor layout adjustments, and refinements that remain within approved direction and Scope.

Rework / Redirection (out of Scope; Change Request):

• changing strategic direction after approval,

• introducing new stakeholder feedback after a round is complete,

• “start over” requests or replacing previously approved choices,

• switching deliverable type or format, adding new channel variants, or expanding output types,

• rebuilding work due to late/incorrect Client Materials or changed requirements,

• additional revision rounds beyond what is included.

6.3 Consolidated Feedback and Single Decision-Maker

Client must designate one decision-maker (or a single consolidated feedback owner) per workstream. Provider is not responsible for reconciling conflicting inputs across stakeholders.

Feedback must be consolidated and delivered in one message per round. Fragmented or rolling feedback may be treated as additional revision rounds.

6.4 Review Windows and Workflow Acceptance

Unless the SOW states otherwise, Client has five (5) Business Days to provide feedback after delivery of a deliverable draft.

If Client does not provide feedback within that window, Provider may resequence work, adjust timelines, and/or treat the deliverable as accepted for purposes of continuing production within the approved direction. This workflow acceptance does not change the payment schedule (Section 4.2).

6.5 Additional Revisions

Additional revisions beyond included rounds are handled as:

• Points (if capacity remains), or

• Hourly billing, or

• a Change Request (Provider’s discretion based on clarity and risk).

6.6 Meetings (Default Guardrail)

Unless otherwise stated in the SOW, the engagement includes up to two (2) synchronous meetings per calendar month(excluding internal Provider meetings). Additional meetings are billed as Points (if capacity remains) or Hourly.

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7) Change Requests (All Models)

7.1 Requirement

Any work outside Scope, beyond included revision rounds, or requiring rework/redirection requires written approval (email is sufficient) via a Change Request.

7.2 Pricing Format

Change Requests may be quoted as Points, fixed fee, or Hourly at Provider’s discretion based on clarity and risk. Provider is not obligated to begin Change Request work until approved and, if required, prepaid.

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8) Invoicing, Payment Terms, Late Fees, and Enforcement

8.1 Invoice Timing

• Retainers: invoiced in advance at the start of each month.

• Fixed Fee: invoiced per the calendar schedule stated in the SOW.

• Hourly: invoiced monthly unless otherwise stated.

8.2 Payment Due Date and Disputes

Invoices are due Net 15 from invoice date unless otherwise stated in the SOW.

Client must notify Provider in writing of any good-faith invoice dispute within five (5) Business Days of receipt. Undisputed amounts remain payable when due.

8.3 Late Fees (5% per Month)

If any undisputed invoice amount is not paid when due, then beginning five (5) calendar days after the due date, Client will owe a late fee equal to five percent (5%) of the past-due amount per month, or the maximum amount permitted by applicable law, whichever is less.

• Late fees are assessed once per month (each 30-day period the balance remains unpaid).

• Late fees do not compound.

• Provider may apply payments first to accrued late fees and collection costs, then to the outstanding principal balance, unless prohibited by law.

8.4 Suspension for Non-Payment

If any invoice is 10+ days past due, Provider may suspend work and delivery until the account is current. Suspension shifts timelines and may require reprioritization upon restart.

8.5 Withholding / Release

Provider may withhold final deliverables, production files, transfer of accounts, and/or credentials until all invoices are paid in full.

8.6 Payment Methods; Chargebacks

Provider accepts ACH, check, and wire. Credit card payments are accepted with a 3% processing fee (or actual processor fee, whichever is higher).

Client agrees not to initiate a credit card chargeback for undisputed amounts. Any chargeback or payment reversal for undisputed amounts constitutes non-payment and triggers Provider’s remedies under these Terms, and Client remains responsible for any chargeback fees assessed by the payment processor.

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9) Client Dependencies, Delays, Restart Fees, and Extended Inactivity

9.1 Client Responsibilities

Client will provide timely access, materials, and approvals. Provider is not responsible for delays caused by missing/late Client Materials or inaccessible systems.

9.2 Schedule Shifts

If Client delays inputs/feedback by more than 10 Business Days, Provider may resequence work and adjust timelines.

9.3 Restart Fees After Client-Caused Inactivity (Standard Schedule)

If an engagement becomes inactive due to Client delay, non-responsiveness, or failure to provide required Client Materials, Provider may require a restart fee to re-ramp context, rebook capacity, revalidate assumptions, and re-sequence internal production.

Restart fee schedule (unless a SOW explicitly overrides):

• Inactivity of 10–29 days: No restart fee; Provider may resequence work and adjust timelines.

• Inactivity of 30–59 days: $1,500 restart fee due prior to resuming work.

• Inactivity of 60–89 days: $3,000 restart fee due prior to resuming work.

• Inactivity of 90+ days: Provider may treat the engagement as concluded. Any further work requires a new SOWand a $3,000 restart fee due prior to restarting, in addition to any new down payment or scheduled fees under the new SOW.

Restart fees do not waive outstanding payment obligations. Timelines will be reset upon restart based on Provider availability.

9.4 Extended Inactivity

If inactivity exceeds 90 days, Provider may treat the engagement as concluded as stated above. Client is not entitled to a refund due to inactivity caused by Client non-performance.

9.5 Abandonment; Scope Not Completed Due to Client Non-Performance

If Scope is not completed by the planned timeline due to Client non-performance (including failure to provide Client Materials, failure to provide consolidated feedback, repeated missed review windows, or prolonged inactivity), Provider may:

1. resequence work and reset the timeline,

2. apply restart fees per Section 9.3, and/or

3. treat the engagement as concluded under Section 9.3.

In such cases, Client is not entitled to any refund, and all scheduled fees remain due unless both parties agree in writing to amend the payment schedule.

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10) Expenses, Third-Party Tools, and External Costs

Unless otherwise stated in the SOW:

• Third-party software, hosting, media spend, printing, stock assets, subcontractors, and platform fees are billed to Client or paid directly by Client.

• Provider is not responsible for third-party platform outages, policy changes, API changes, vendor delays, or performance variability outside Provider’s control.

• Any pass-through costs paid by Provider on Client’s behalf must be reimbursed by Client and may be invoiced immediately.

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11) Cancellation, Termination, and Refund Protection

11.1 No Refunds; Fees Earned as Paid

All fees are non-refundable. Client acknowledges that Provider reserves capacity, schedules resources, and incurs costs upon engagement. Client is not entitled to a refund due to delays, changes in priorities, dissatisfaction with pace, or non-use of reserved capacity.

For Capacity Retainers, fees are earned upon invoice issuance and payment (capacity reservation), and unused Points expire monthly (Section 3.2).
For Fixed Fee engagements, the down payment is earned upon kickoff and each installment is earned on its scheduled date (capacity reservation and ongoing delivery availability), subject to Section 11.4 (Provider breach cure).

11.2 Client Delay Does Not Excuse Payment

Client-caused delays (including delayed feedback, delayed approvals, missing Client Materials, delayed access credentials, or internal stakeholder misalignment) do not excuse or defer payment obligations. The payment schedule remains in effect unless both parties agree in writing to a formal pause.

11.3 Termination for Convenience (Client)

If Client terminates an engagement for convenience (i.e., not due to Provider’s uncured material breach):

• all amounts paid remain non-refundable, and

• Client will pay (within Net 15) the lesser of:

  1. all fees accrued through the termination effective date plus any non-cancellable third-party costs, or

  2. thirty percent (30%) of the remaining contract value (the “Kill Fee”) to cover reserved capacity, ramp costs, and interruption.

If the engagement is month-to-month (including retainers), Client remains responsible for fees due during the notice period (Section 3.6).

11.4 Termination for Cause; Cure Process

If Client believes Provider has materially breached the SOW, Client must provide written notice describing the breach in reasonable detail. Provider will have ten (10) Business Days to cure, or to provide a written cure plan if cure reasonably requires more time.

If Provider fails to cure within the cure period (or cure plan) and Client terminates for cause, Client’s sole remedy is limited to a refund of prepaid, unearned fees for work not yet performed, if any, after accounting for:

• work completed and delivered,

• work in progress, and

• any non-cancellable costs or subcontractor commitments made for Client.

11.5 Effect of Termination on Work Product

Provider will provide the work product that has been completed as of termination, subject to Section 8.5 (withholding until paid).

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12) Non-Solicitation

Client agrees not to solicit for hire or hire Provider’s employees during the engagement and for twelve (12) monthsthereafter. Any remedy/fee should be stated in the MSA and reviewed for enforceability under the governing jurisdiction.

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13) Order of Operations; Overrides

These Terms govern commercial and delivery behavior across engagements. Each SOW should:

• specify the engagement model(s),

• define Points per month (if retainer),

• define the fixed-fee installment schedule and project duration (if fixed fee),

• list Scope, dependencies, and any exceptions, and

• state any overrides explicitly (e.g., different revision rounds, meetings, restart fees, payment timing, or cancellation terms).