Welcome to TwoChi. These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and TwoChi (“Company,” “we,” “us,” or “our”). By accessing or using our website at twochi.com (the “Website”) or engaging our consulting, digital, operational, or strategic services (collectively, the “Services”), you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use the Website or engage our Services.
1. Services Overview
TwoChi provides growth consulting and implementation services across four integrated domains: Digital Solutions, Operational Structure, Physical Infrastructure, and Growth Enablement. Our Services may include, but are not limited to:
- Strategic consulting, business analysis, and growth assessments
- Website design and development, application development, and custom software engineering
- AI and automation consulting and implementation
- Operational process design, workflow automation, and systems integration
- Brand strategy, marketing strategy, and campaign execution
- Workspace planning, property management consulting, and infrastructure optimization
The specific scope, deliverables, timelines, and fees for any engagement will be defined in a separate Statement of Work (“SOW”) or proposal executed by both parties. In the event of any conflict between these Terms and a signed SOW, the SOW shall govern with respect to the specific engagement.
2. Client Responsibilities
To enable effective delivery of Services, you agree to:
- Provide timely, accurate, and complete information, content, assets, and access necessary for us to perform the Services
- Designate a primary point of contact authorized to provide approvals, feedback, and direction on your behalf
- Respond to requests for feedback, review, or approval within the timeframes specified in the applicable SOW or within five (5) business days if no timeframe is specified
- Ensure that any materials you provide do not infringe on any third-party intellectual property rights, violate applicable laws, or contain unlawful content
- Maintain the confidentiality of any account credentials, login information, or access we provide to you
Delays caused by your failure to fulfill these responsibilities may result in adjusted timelines and, where applicable, additional charges as outlined in the relevant SOW.
3. Fees and Payment
3.1 Pricing
Fees for Services will be set forth in the applicable SOW or proposal. Unless otherwise stated, all fees are quoted in U.S. dollars and are exclusive of applicable taxes, duties, or levies.
3.2 Payment Terms
Unless otherwise specified in the SOW, invoices are due and payable within fifteen (15) days of the invoice date. We reserve the right to require deposits or milestone-based payments for larger engagements.
3.3 Late Payments
Overdue invoices may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full. We reserve the right to suspend or terminate Services for any account with an outstanding balance exceeding thirty (30) days past due.
3.4 Expenses
Any third-party costs, licensing fees, hosting charges, stock media purchases, or other out-of-pocket expenses incurred on your behalf will be billed separately unless pre-approved and included in the SOW.
4. Intellectual Property
4.1 Client Materials
You retain all ownership rights in any materials, content, data, trademarks, or intellectual property you provide to us (“Client Materials”). You grant us a limited, non-exclusive, revocable license to use Client Materials solely for the purpose of performing the Services.
4.2 Deliverables
Upon full payment of all applicable fees, we assign to you all right, title, and interest in custom deliverables created specifically for your engagement (“Deliverables”), excluding any Pre-Existing Materials (defined below).
4.3 Pre-Existing Materials
We retain ownership of all tools, frameworks, methodologies, libraries, templates, code snippets, processes, and know-how that existed prior to the engagement or are developed independently (“Pre-Existing Materials”). To the extent Pre-Existing Materials are incorporated into Deliverables, we grant you a perpetual, non-exclusive, royalty-free license to use them solely in connection with the Deliverables.
4.4 Portfolio Rights
Unless expressly prohibited in writing, we reserve the right to display and reference the general nature of the work performed (including anonymized metrics and screenshots) in our portfolio, case studies, and marketing materials. We will not disclose confidential business information without your prior written consent.
5. Confidentiality
Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with the Services (“Confidential Information”), including business strategies, financial data, technical specifications, customer lists, and proprietary methodologies. Neither party shall disclose Confidential Information to any third party except as required by law or with the disclosing party's prior written consent. This obligation survives termination of these Terms for a period of three (3) years.
6. Warranties and Disclaimers
6.1 Our Warranty
We warrant that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If any Deliverable fails to conform to the specifications in the applicable SOW, your sole remedy is for us to re-perform the non-conforming Services at no additional cost, provided you notify us in writing within fifteen (15) days of delivery.
6.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH ABOVE, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
6.3 No Guaranteed Outcomes
While we leverage proven methodologies and deep expertise, we do not guarantee specific business outcomes, revenue increases, traffic growth, search engine rankings, or other results. Metrics referenced in case studies and marketing materials reflect past client results and are not promises of future performance.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- Cap on Liability: Our total aggregate liability arising out of or in connection with these Terms or any SOW shall not exceed the total fees actually paid by you to us during the twelve (12) months immediately preceding the event giving rise to the claim.
- Exclusion of Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Indemnification
You agree to indemnify, defend, and hold harmless TwoChi, its officers, directors, employees, agents, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Your breach of these Terms or any applicable SOW
- Your use of the Deliverables in a manner not authorized by these Terms or the SOW
- Any Client Materials that infringe on third-party intellectual property or other rights
- Your violation of any applicable law, rule, or regulation
9. Term and Termination
9.1 Term
These Terms remain in effect for as long as you use the Website or are engaged with us for Services. Individual engagements are governed by the term specified in the applicable SOW.
9.2 Termination for Convenience
Either party may terminate an engagement by providing thirty (30) days' written notice to the other party. Upon such termination, you shall pay for all Services performed and expenses incurred through the effective date of termination.
9.3 Termination for Cause
Either party may terminate immediately upon written notice if the other party materially breaches these Terms or a SOW and fails to cure such breach within fifteen (15) days after receiving written notice of the breach.
9.4 Effect of Termination
Upon termination: (a) you shall pay all outstanding fees for Services rendered; (b) we shall deliver all completed and in-progress Deliverables for which payment has been received; (c) each party shall return or destroy Confidential Information of the other party upon request; (d) Sections 4, 5, 6, 7, 8, 12, 13, and 14 shall survive termination.
10. Website Use
10.1 Permitted Use
You may access and use the Website for lawful purposes only. You agree not to:
- Use any automated system, bot, scraper, or data mining tool to access, copy, or monitor the Website
- Attempt to gain unauthorized access to any part of the Website, server, or connected systems
- Interfere with or disrupt the integrity or performance of the Website
- Use the Website to transmit any malware, spam, or harmful code
- Reproduce, distribute, modify, or create derivative works of any Website content without our prior written permission
- Submit false, misleading, or fraudulent information through any form on the Website
10.2 Website Content
All content on the Website, including text, graphics, logos, icons, images, audio clips, digital downloads, and software, is the property of TwoChi or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws.
10.3 Third-Party Links
The Website may contain links to third-party websites or services that are not owned or controlled by TwoChi. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.
11. Data and Privacy
Our collection and use of personal information in connection with the Website and Services is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Website or engaging our Services, you consent to our data practices as described in the Privacy Policy.
12. Dispute Resolution
12.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.
12.2 Informal Resolution
Before initiating any formal dispute proceeding, both parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms through good-faith negotiation for a period of thirty (30) days following written notice of the dispute.
12.3 Arbitration
If informal resolution is unsuccessful, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall take place in Orange County, Florida. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
12.4 Class Action Waiver
You agree that any dispute resolution proceedings will be conducted on an individual basis only and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against TwoChi.
13. Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, or third-party service provider outages. The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact.
14. General Provisions
14.1 Entire Agreement
These Terms, together with any executed SOW, our Privacy Policy, and any other documents incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, representations, or understandings.
14.2 Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
14.3 Waiver
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.
14.4 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
14.5 Notices
All notices under these Terms shall be in writing and delivered by email to the addresses specified in the applicable SOW, or to hello@twochi.com for notices to TwoChi. Notices are deemed received upon confirmation of delivery.
14.6 Independent Contractors
The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.
15. Changes to These Terms
We reserve the right to update or modify these Terms at any time. Material changes will be posted on this page with a revised effective date. Your continued use of the Website or Services after such changes constitutes your acceptance of the updated Terms. We encourage you to review these Terms periodically.
16. Contact Us
If you have any questions about these Terms of Service, please contact us:
- TwoChi
- Email: hello@twochi.com
- Phone: (407) 479-3799
- Website: twochi.com