Sellorie

Legal

Terms of service

Last updated 2026-04-20

1. Agreement to terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Sellorie (“Company,” “we,” “us,” or “our”) governing your access to and use of our website at https://sellorie.com (the “Site”) and any services provided by Sellorie (the “Services”).

By accessing our Site or engaging our Services, you represent that you are at least 18 years of age, have the legal capacity to enter into binding agreements, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or legal entity, you represent that you have the authority to bind that entity.

Project-specific terms set out in a signed Statement of Work (“SOW”), proposal, or contract between both parties take precedence over these Terms in the event of any conflict.

2. Services

Sellorie is a design and engineering studio. Our Services include but are not limited to: website design and development, product interface design, brand identity systems, internal tool development, AI automation, and ongoing technical support and maintenance.

The specific scope, deliverables, timeline, and fees for each engagement will be defined in a separate SOW or proposal agreed upon by both parties prior to commencement of work. No work will begin until both parties have agreed to the scope and terms of engagement in writing.

3. Client responsibilities

To enable us to deliver Services effectively, you agree to:

  • Provide timely access to necessary materials, content, credentials, and information as reasonably requested.
  • Designate a primary point of contact authorized to make decisions and provide approvals on behalf of your organization.
  • Respond to requests for feedback and approval within the timeframes specified in the SOW (or within 5 business days if not specified).
  • Ensure that all materials provided to us do not infringe on any third-party intellectual property rights.
  • Maintain the security of any credentials or access shared with us and notify us immediately of any security concerns.

Delays caused by failure to fulfill these responsibilities may result in adjusted timelines and, where applicable, additional fees as outlined in the SOW.

4. Fees and payment

  • Fees for Services are set out in the applicable SOW or proposal.
  • Unless otherwise specified, invoices are due within 14 days of issuance.
  • A deposit (typically 50% of the project total) is required before work begins, unless otherwise agreed in writing.
  • Late payments are subject to a late fee of 1.5% per month (or the maximum permitted by law, whichever is lower) on the outstanding balance.
  • Work may be paused on accounts with outstanding invoices exceeding 30 days past due.
  • All fees are exclusive of applicable taxes, which are the responsibility of the Client.
  • Additional work outside the agreed scope will be quoted separately and requires written approval before commencement.

5. Intellectual property and ownership

5.1 Client materials

You retain all rights to materials you provide to us (logos, copy, images, data, etc.). You grant us a limited, non-exclusive license to use such materials solely for the purpose of delivering the Services.

5.2 Deliverables

Upon receipt of final payment in full, all rights, title, and interest in the deliverables produced under an engagement transfer to you. This includes source code, design files, brand assets, and documentation created specifically for your project.

5.3 Pre-existing and third-party materials

Certain components used in deliverables may include pre-existing intellectual property owned by us or third parties (open-source libraries, stock assets, fonts, frameworks). These remain under their original licenses, and we grant you a perpetual, non-exclusive license to use our pre-existing materials as incorporated in your deliverables.

5.4 Portfolio rights

We retain the right to display and reference completed work in our portfolio, case studies, and marketing materials. If you require confidentiality and wish to opt out of portfolio use, notify us in writing and we will honor that request.

5.5 Prior to final payment

Until final payment is received, all deliverables remain the property of Sellorie. You may not use, publish, or distribute incomplete or unpaid-for deliverables.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the engagement (“Confidential Information”). Confidential Information includes, but is not limited to: business strategies, financial information, technical specifications, user data, trade secrets, and any information marked as confidential.

  • Confidential Information will not be disclosed to third parties without prior written consent, except to employees, contractors, or advisors who need access to perform the Services and are bound by equivalent confidentiality obligations.
  • Confidentiality obligations survive termination of the engagement for a period of 3 years.
  • Exceptions: information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law.

7. Warranties and representations

7.1 Our warranties

  • Services will be performed in a professional and workmanlike manner consistent with industry standards.
  • Deliverables will materially conform to the specifications agreed upon in the SOW.
  • We have the right and authority to enter into these Terms and perform the Services.
  • Deliverables will not, to the best of our knowledge, infringe on any third-party intellectual property rights.

7.2 Warranty period

We provide a 30-day warranty period following delivery of completed work. During this period, we will correct any defects or deviations from the agreed specifications at no additional cost. Issues reported after the warranty period may be addressed under a separate maintenance agreement or at our standard hourly rate.

7.3 Disclaimer

EXCEPT AS EXPRESSLY STATED ABOVE, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED OUTSIDE THE WARRANTY PERIOD.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • Our total aggregate liability arising out of or related to any engagement shall not exceed the total fees paid by you under that specific engagement in the 12 months preceding the claim.
  • In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or business interruption, regardless of the cause of action or theory of liability.
  • We are not liable for damages resulting from: (a) your failure to fulfill your obligations under these Terms; (b) unauthorized modifications to deliverables made by you or third parties; (c) outages or failures of third-party services, hosting providers, or infrastructure not under our control; (d) force majeure events.

These limitations apply regardless of whether we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above may not apply to you. In such cases, our liability is limited to the fullest extent permitted by law.

9. Indemnification

You agree to indemnify, defend, and hold harmless Sellorie, its officers, directors, employees, agents, and contractors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Your breach of these Terms or any applicable SOW.
  • Your use of deliverables in a manner not contemplated by the engagement.
  • Materials provided by you that infringe on third-party intellectual property rights.
  • Your violation of any applicable law or regulation.

10. Termination

10.1 Termination by either party

Either party may terminate an engagement with 14 days written notice. Upon termination:

  • Client shall pay for all work completed and expenses incurred up to the date of termination.
  • Upon payment for completed work, ownership of those deliverables transfers to Client as described in Section 5.
  • Any unused deposit will be refunded minus fees for work already completed.

10.2 Termination for cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 14 days of written notice; (b) becomes insolvent, files for bankruptcy, or ceases operations; or (c) fails to make payment within 30 days of a due date.

10.3 Survival

Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination of these Terms.

11. Independent contractor

Sellorie operates as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties. We retain full control over the methods, tools, and personnel used to deliver the Services.

12. Non-solicitation

During the term of any engagement and for 12 months following its completion, neither party shall directly solicit for employment any employee or contractor of the other party who was involved in the engagement, without prior written consent. This does not restrict general recruitment advertising not targeted at specific individuals.

13. Force majeure

Neither party shall be liable for delays or failure to perform obligations due to causes beyond reasonable control, including but not limited to: natural disasters, pandemics, government actions, war, terrorism, labor disputes, internet or infrastructure failures, or acts of God. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact and resume performance.

14. Use of the Site

You agree not to:

  • Use the Site for any unlawful purpose or in violation of any applicable laws.
  • Attempt to gain unauthorized access to any part of the Site, its servers, or connected systems.
  • Interfere with or disrupt the integrity or performance of the Site.
  • Reproduce, distribute, or create derivative works from Site content without written permission.
  • Use automated systems (bots, scrapers) to access or extract data from the Site without authorization.
  • Transmit malicious code, viruses, or any technology that may harm our systems or users.

We reserve the right to restrict or terminate access to the Site for any user who violates these Terms.

15. Dispute resolution

15.1 Good faith negotiation

The parties agree to first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation for a period of 30 days from written notice of the dispute.

15.2 Binding arbitration

If the dispute cannot be resolved through negotiation, it shall be settled by binding arbitration administered in accordance with the rules of a mutually agreed-upon arbitration body in the jurisdiction of our principal place of business. The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

15.3 Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction for matters relating to intellectual property rights or confidentiality obligations without first going through arbitration.

15.4 Class action waiver

All disputes must be brought in the parties' individual capacity, not as a plaintiff or class member in any purported class or representative proceeding.

16. Governing law

These Terms shall be governed by and construed in accordance with the laws of the State of [Your State], United States, without regard to its conflict of law provisions. Any legal action arising from these Terms shall be brought exclusively in the state or federal courts located in [Your State], and both parties consent to the personal jurisdiction of such courts.

17. General provisions

  • Entire agreement: These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations.
  • Amendments: We may update these Terms at any time. Material changes will be communicated via the Site or direct notice. Continued use after changes constitutes acceptance.
  • Severability: If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.
  • Waiver: Failure to enforce any right or provision does not constitute a waiver of that right or provision.
  • Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
  • Notices: All legal notices must be in writing and sent to the contact information provided. Email is acceptable for notice purposes.

18. Contact

For questions about these Terms or to provide legal notices: