1. INTRODUCTION AND ACCEPTANCE
These Terms and Conditions ("Terms") constitute a legal agreement between Pazzlo LLC ("Pazzlo," "we," "us," or "our") and the client ("Client," "you," or "your") for creative services provided through our website www.pazzlo.com or through direct engagement.
By engaging Pazzlo for creative services, requesting a quote, signing a project proposal, or making a payment, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not engage our services.
Pazzlo LLC is a creative agency registered in New York, United States. Our registered business address is 447 Broadway, 2nd Floor, #1132, New York, NY 10013, United States. For questions about these Terms, contact us at hello@pazzlo.com or call +1 (646) 379-5461.

2. SERVICES PROVIDED
Pazzlo provides creative agency services including, but not limited to:

• Creative Strategy & Campaign Direction 

• Paid Ad Creative for Performance Marketing 

• UGC & Short-Form Video Ads 

• Human-Led AI Video Ads

• Motion Graphics & Explainer Videos 

• Email Campaign & Lifecycle Design 

• LinkedIn B2B & Founder Content 

• Social Media Content Design 

• Brand Identity & Visual Systems 

• Event Branding & Campaign Launch Kits

• Pitch Decks & Sales Presentations 

• Illustration & 3D Visuals

• Packaging Design for DTC & Retail Brands 

• Print, Editorial & Key Visual Design 

• Other creative services as agreed upon in writing

Each project will be defined by a written proposal, statement of work, or project brief ("Project Agreement") that specifies the scope, deliverables, timeline, and fees. The Project Agreement, together with these Terms, forms the complete agreement for each project.

3. PAYMENT TERMS
3.1 Payment Structure
Unless otherwise specified in the Project Agreement, payment for services shall be structured as follows:

• Project Commencement: No upfront payment required. Work begins upon mutual agreement and signed Project Agreement.

• Midpoint Payment (50% Progress): When the project reaches 50% completion (as determined by deliverables and milestones outlined in Project Agreement), Client shall pay 50% of the total project fee.

• Final Payment (Project Completion): Upon completion and delivery of all project deliverables, Client shall pay the remaining 50% balance within thirty (30) days of invoice date (Net 30).

Example Payment Schedule:
Project Total: $10,000

• Day 1 (Start): $0 due

• Day 15 (50% complete): $5,000 due immediately

• Day 30 (100% complete): $5,000 due within 30 days (by Day 60)

3.2 Payment Methods
We accept payment via:

• Stripe (credit card, debit card)

• PayPal

• Wise (international transfers)

• Bank transfer/wire transfer

• Other methods as mutually agreed upon

All payments must be made in United States Dollars (USD) unless otherwise agreed in writing. Client is responsible for any transaction fees, currency conversion fees, or international transfer fees imposed by payment processors or banks.

3.3 Late Payment
Payments not received by the due date are subject to the following late payment terms:

• Late Fee: A late fee of two percent (2%) per month will be applied to the outstanding balance for each month or partial month that payment is overdue.

• 30 Days Overdue: Late fees begin accruing after the Net 30 payment period expires.

• 60 Days Overdue: Project deliverables may be paused or withheld until payment is received in full.

• 90 Days Overdue: The matter may be referred to a collections agency or legal counsel. Client will be responsible for all costs of collection, including reasonable attorney fees.

Late Payment Calculation Example:
Invoice Amount: $5,000 due April 1
• May 1 (30 days late): $100 late fee applied (2% of $5,000)
• June 1 (60 days late): $102 late fee applied (2% of $5,100)

3.4 Expenses and Third-Party Costs
Unless otherwise specified in the Project Agreement, the quoted fee includes standard creative work. However, additional costs such as stock photography, premium fonts, specialized software licenses, printing costs, media buying, or other third-party expenses may be billed separately. Client will be notified and must approve any such expenses exceeding $500 before they are incurred.

4. DEPOSITS AND REFUNDS
4.1 Deposit Refund Policy
In cases where an upfront deposit or retainer is paid (if applicable to specific projects):
•    Before Work Commences: Deposits are fully refundable if requested before any work has begun on the project.
•    After Work Commences: Once work has begun, deposits are non-refundable. However, Client is only obligated to pay for work actually completed.
Refund Calculation Example:
Total Project: $10,000 | Deposit Paid: $5,000
Client cancels at 20% completion
• Work completed value: $2,000 (20% of $10,000)
• Client owes: $2,000
• Refund to Client: $3,000 ($5,000 deposit - $2,000 owed)

4.2 General Refund Policy
Refunds are handled on a case-by-case basis with fairness and good faith. We will work with clients to reach a reasonable resolution for any disputes regarding work quality or scope. Our goal is to ensure client satisfaction while compensating Pazzlo fairly for work completed.

5. INTELLECTUAL PROPERTY RIGHTS
5.1 Ownership Before Payment
All creative work, designs, concepts, materials, and deliverables created by Pazzlo remain the exclusive property and intellectual property of Pazzlo LLC until full payment has been received. Client may not use, reproduce, distribute, or display any deliverables until all invoices are paid in full.
 

5.2 Transfer of Ownership Upon Payment
Upon receipt of full and final payment, Pazzlo transfers full ownership and copyright of the agreed-upon final deliverables to the Client. Client will have the exclusive right to use, modify, reproduce, and distribute the deliverables as they see fit.

5.3 Portfolio and Marketing Rights
Pazzlo retains the right to display completed work in our portfolio, case studies, marketing materials, and promotional content, subject to Client's permission. We will request Client approval before publicly displaying any work. If Client prefers confidentiality, we will honor that request and not display the work without written consent.

5.4 Client-Provided Materials
Client represents and warrants that any materials, content, logos, trademarks, images, or information provided to Pazzlo for use in the project are either owned by Client or properly licensed for the intended use. Client will indemnify and hold Pazzlo harmless from any claims arising from the use of Client-provided materials.

5.5 Third-Party Assets
If the project incorporates third-party assets such as stock images, fonts, music, or other licensed materials, Client is responsible for maintaining any required licenses. Pazzlo will provide guidance on licensing requirements, but ultimate compliance is Client's responsibility unless otherwise agreed in writing.

6. PROJECT SCOPE, REVISIONS, AND CHANGES
6.1 Scope of Work
Each project will be defined by a Project Agreement outlining the specific deliverables, timeline, and fees. Both parties agree to adhere to the agreed-upon scope. Any work requested outside the original scope is subject to additional fees and timeline adjustments.

6.2 Revisions
Pazzlo includes a reasonable number of revisions within the base project fee. "Reasonable" is typically understood as 3-5 rounds of revisions for most projects, depending on complexity. A revision round consists of one set of consolidated feedback with corresponding changes.
What constitutes a revision:

• Refinements to existing deliverables based on feedback

•  Adjustments to colors, fonts, layouts, or content within original scope

• Minor modifications to existing concepts

What does NOT constitute a revision (requires new quote):

• Major changes to project scope or deliverables

•  Additional deliverables not in original agreement

• Completely new concepts or directions

• Extensive rework requiring substantial additional time

Pazzlo will always communicate with Client before undertaking work that exceeds the reasonable revision allowance. We value transparency and will discuss any additional fees before proceeding.

6.3 Scope Changes
If Client requests changes to the project scope after work has commenced:

• Minor Adjustments: Small changes within the spirit of the original scope will be discussed and may be accommodated within the existing agreement.

• Major Changes: Significant changes to scope, deliverables, or direction will require a new quote and written approval from Client before work continues.

• Timeline Impact: Project timelines will be adjusted accordingly to accommodate scope changes.

Example of Scope Change:
Original Scope: Logo design only
Requested Addition: Full brand guidelines, business card design, letterhead
Result: This is a major scope change requiring a new quote.

7. PROJECT TIMELINE AND DELAYS
7.1 Project Timeline
Project timelines will be outlined in the Project Agreement. Pazzlo will make reasonable efforts to meet all agreed-upon deadlines. However, timelines are estimates and may be subject to change based on project complexity, Client responsiveness, and unforeseen circumstances.
 

7.2 Client-Caused Delays
If project delays are caused by Client actions or inactions, including but not limited to:

• Late or incomplete feedback

• Failure to provide required materials or information

• Unresponsiveness or unavailability

• Repeated significant revisions or scope changes

The following will apply:

• Project timeline will extend accordingly

• No refunds will be issued for Client-caused delays

• Work will pause until Client provides necessary input

• Payment obligations remain unchanged

7.3 Pazzlo-Caused Delays
If Pazzlo misses an agreed-upon deadline without reasonable cause, we will:

• Communicate the delay to Client immediately

• Provide a revised timeline

• Discuss potential remedies such as timeline extension or small discount (5-10% at our discretion)

Reasonable causes for delay include technical issues, unforeseen circumstances, or force majeure events. We will always strive to communicate proactively about any potential delays.

7.4 Mutual Agreement
Both parties may mutually agree to extend project timelines at any time without penalty. Such agreements should be documented in writing via email or project management platform.

8. CANCELLATION AND TERMINATION
8.1 Client Cancellation
Client may cancel a project at any time under the following conditions:

• Before Work Commences: Full refund of any deposits paid (if applicable). No cancellation fees.

• After Work Commences: Client must pay for all work completed to date, calculated as a percentage of total project value, plus any third-party costs incurred (stock images, licenses, etc.). Any deposit overage will be refunded.

Cancellation Calculation Example:
Total Project Value: $10,000
Deposit Paid: $5,000
Project Completion: 30%

• Work Completed Value: $3,000 (30% of $10,000)

• Client Owes: $3,000

• Refund to Client: $2,000 ($5,000 deposit - $3,000 owed)

8.2 Pazzlo Cancellation
Pazzlo reserves the right to cancel or terminate a project if:

• Client violates these Terms

• Client fails to make required payments

• Client behaves abusively or unprofessionally toward Pazzlo staff

• Project requirements violate laws or ethical standards

• Pazzlo is unable to complete the project due to unforeseen circumstances

If Pazzlo cancels a project without cause (i.e., Pazzlo cannot complete the work), Client will receive a full refund of all payments made. If cancellation is due to Client breach, Client is responsible for payment for all work completed to date, and no refund will be issued.

8.3 Termination Process
Either party may terminate the working relationship at any time with written notice. Upon termination, Client must pay for all work completed to date. Pazzlo will deliver all completed work upon receipt of final payment.

9. CLIENT RESPONSIBILITIES
To ensure successful project completion, Client agrees to:

• Timely Feedback: Provide feedback and approvals within agreed-upon timeframes (typically within 5-7 business days unless otherwise specified).

• Required Materials: Supply brand materials, logos, brand guidelines, content, copy, images, and any other assets needed for the project.

• Platform Access: Provide necessary access to websites, social media accounts, advertising platforms, or other tools required to complete the work.

• Communication: Maintain responsive communication throughout the project duration.

• Final Approval: Review and formally approve final deliverables.

• Payment: Make all payments according to the agreed schedule and terms.

Specific Client responsibilities will be outlined in each Project Agreement based on the nature of the project and deliverables.

9.1 Feedback Timeline
Work will pause until Client provides necessary feedback or materials. If Client does not provide feedback or materials within thirty (30) days of a deliverable presentation or request for input, the project will be considered abandoned. In such cases, Client will be invoiced for all work completed to date, with no refunds issued. Pazzlo will send two reminders (at 15 days and 25 days) before marking a project as abandoned.

10. WARRANTIES AND GUARANTEES
10.1 Quality of Work
Pazzlo guarantees that all work will be performed with professional skill and quality. We will deliver work that meets industry standards for creative agencies and fulfills the requirements outlined in the Project Agreement.

10.2 No Performance Guarantees
Pazzlo does NOT guarantee specific results, outcomes, or performance metrics such as sales increases, website traffic, conversion rates, social media engagement, or return on investment (ROI). Creative work is inherently subjective, and results depend on many factors beyond Pazzlo's control, including market conditions, competition, Client execution, and audience behavior.

10.3 Original Work
Pazzlo warrants that all work created for Client will be original or properly licensed. We will not knowingly infringe on third-party copyrights, trademarks, or other intellectual property rights. If any deliverable is found to infringe on third-party rights due to Pazzlo's error, we will replace or modify the work at no additional cost.

11. LIMITATION OF LIABILITY
11.1 Maximum Liability
To the maximum extent permitted by law, Pazzlo's total liability to Client for any claims arising from or related to services provided shall not exceed the total amount paid by Client to Pazzlo for the specific project giving rise to the claim.
Example:
If Client pays $10,000 for a branding project, Pazzlo's maximum liability related to that project is $10,000, regardless of the nature or extent of damages claimed.

11.2 Exclusion of Damages
Pazzlo shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages

• Lost profits, revenue, or business opportunities

• Business interruption or downtime

• Loss of data or information

• Reputational harm or damage

• Third-party claims or actions

These limitations apply regardless of the legal theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if Pazzlo has been advised of the possibility of such damages.

11.3 Exceptions to Liability Limitations
The above limitations of liability do NOT apply to:

• Pazzlo's gross negligence or willful misconduct

• Pazzlo's breach of confidentiality obligations

• Copyright infringement of Pazzlo-created work

• Claims that cannot be limited by applicable law

11.4 Client-Provided Materials
Client assumes all liability for materials, content, images, logos, trademarks, or information provided to Pazzlo. Client will indemnify, defend, and hold harmless Pazzlo from any claims, damages, or expenses arising from the use of Client-provided materials that infringe on third-party rights or violate applicable laws.

12. CONFIDENTIALITY
12.1 Confidential Information
Pazzlo will treat all Client information, materials, business strategies, proprietary data, and project details as confidential. We will not disclose Client information to third parties without Client's written consent, except as required by law or as necessary to complete the project (e.g., sharing with contractors or subcontractors bound by similar confidentiality obligations).

12.2 Non-Disclosure Agreements
Pazzlo is willing to sign Non-Disclosure Agreements (NDAs) on a case-by-case basis if Client requests additional confidentiality protections. Such requests should be made at the beginning of the engagement before any confidential information is shared.

12.3 Exceptions to Confidentiality
Confidentiality obligations do not apply to information that:

• Is publicly available or becomes publicly available through no fault of Pazzlo

• Was already known to Pazzlo prior to disclosure by Client

• Is independently developed by Pazzlo without reference to Client's confidential information

• Is required to be disclosed by law, court order, or government authority

13. POST-PROJECT SUPPORT
13.1 Free Support Period
Pazzlo provides thirty (30) days of free post-project support after final delivery, which includes:

• Bug fixes or errors in deliverables

• Minor tweaks or corrections to the original work

• Technical support for file formats, compatibility issues, or usage questions

• Clarification on deliverables or implementation guidance

13.2 Support After 30 Days
After the thirty (30) day free support period:

• Minor Updates: Quoted at Pazzlo's current hourly rate

• Ongoing Support: Monthly retainer agreements available for clients needing regular assistance

• Major Changes: Treated as new project with separate quote

13.3 Exclusions from Support
Post-project support does NOT include:

• New features, additions, or deliverables not in original scope

• Updates necessitated by changes to third-party platforms (social media, website builders, etc.)

• Training, consulting, or ongoing advisory services beyond initial delivery

• Issues caused by Client modifications to deliverables

14. DISPUTE RESOLUTION
14.1 Good Faith Negotiation
In the event of any dispute, disagreement, or claim arising from these Terms or services provided, both parties agree to first attempt resolution through good faith direct negotiation. Most issues can be resolved through open communication and mutual understanding.

14.2 Mediation
If direct negotiation does not resolve the dispute within thirty (30) days, both parties agree to participate in mediation administered by a mutually agreed-upon mediator or mediation service. The costs of mediation will be shared equally between both parties unless otherwise agreed.
 

14.3 Binding Arbitration
If mediation does not resolve the dispute within sixty (60) days, the dispute shall be resolved through binding arbitration conducted in New York, New York, in accordance with the rules of the American Arbitration Association. The arbitrator's decision will be final and binding on both parties. Each party will bear its own legal fees and costs, and the arbitration fees will be shared equally unless the arbitrator rules otherwise.
 

14.4 Court Proceedings
If arbitration is not successful or if either party seeks injunctive relief or other equitable remedies, either party may bring an action in the state or federal courts located in New York, New York. Both parties consent to the exclusive jurisdiction and venue of such courts.
 

15. GOVERNING LAW
These Terms and Conditions, and all disputes arising from or related to these Terms or the services provided, shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law provisions.

16. ACCEPTANCE OF DELIVERABLES
Client must formally review and approve all final deliverables. Approval may be provided via email, project management platform, or signed approval form. Upon formal approval, deliverables are considered accepted and final. Any requested changes after formal approval will be treated as new work and subject to additional fees.
If Client does not provide approval or rejection within fourteen (14) days of delivery, the deliverables will be deemed accepted.

17. FORCE MAJEURE
Neither party shall be liable for failure to perform obligations under these Terms if such failure is due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government restrictions, labor strikes, utility failures, internet outages, or other force majeure events.
In such cases, the affected party will notify the other party promptly, and obligations will be suspended for the duration of the force majeure event. Timelines will be extended accordingly.

18. INDEPENDENT CONTRACTOR RELATIONSHIP
Pazzlo is an independent contractor and not an employee, agent, partner, or joint venture of Client. Nothing in these Terms creates an employment relationship, partnership, or agency relationship between the parties. Pazzlo retains sole control over the means and methods of performing the services.

19. ENTIRE AGREEMENT AND AMENDMENTS
These Terms and Conditions, together with any Project Agreement or statement of work, constitute the entire agreement between Pazzlo and Client and supersede all prior agreements, understandings, or communications (written or oral) regarding the subject matter.
Pazzlo reserves the right to modify these Terms at any time. Changes will be effective upon posting to our website with an updated "Effective Date." Continued engagement of services after changes constitutes acceptance of the modified Terms. For active projects, changes will not apply retroactively without Client's written consent.

20. SEVERABILITY
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

21. WAIVER
The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless made in writing and signed by the party against whom the waiver is sought to be enforced.

22. ASSIGNMENT
Client may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without Pazzlo's prior written consent. Pazzlo may assign these Terms or subcontract work to qualified contractors as necessary to complete projects, provided that Pazzlo remains responsible for the quality and delivery of all work.

23. NOTICES
All notices, requests, and other communications under these Terms shall be in writing and delivered via email to the email addresses provided by each party. Notices to Pazzlo should be sent to hello@pazzlo.com. Notices are deemed received upon email delivery confirmation.
 

24. CONTACT INFORMATION
For questions, concerns, or requests regarding these Terms and Conditions, please contact:
Pazzlo LLC
Registered Business Address:
447 Broadway, 2nd Floor, #1132
New York, NY 10013
United States

Preferred Contact Methods:
Email: hello@pazzlo.com (Best for quick response)
Phone: +1 (646) 379-5461
Website: www.pazzlo.com
Note: Pazzlo operates as a digital-first agency. For fastest service, please contact us via email.

25. ACKNOWLEDGMENT AND ACCEPTANCE
By engaging Pazzlo's services, signing a Project Agreement, making a payment, or otherwise accepting deliverables, Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.
These Terms constitute a legal and binding agreement between Client and Pazzlo LLC.

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