Professional Services Agreement

Effective Date: August 5, 2026

This Professional Services Agreement ("Agreement") is entered into by and between DirectDiv Design ("DirectDiv Design," "we," "our," or "us") and the client identified in an applicable proposal, estimate, Statement of Work, invoice, retainer agreement, or other written authorization ("Client," "you," or "your").

This Agreement establishes the general terms governing the professional services provided by DirectDiv Design. Individual projects, ongoing support, or recurring services may be further described in one or more proposals, Statements of Work ("SOW"), estimates, email approvals, or retainer agreements that incorporate this Agreement by reference.

By approving a proposal, signing a Statement of Work, paying an invoice, requesting work to begin, or continuing to use DirectDiv Design's services, the Client agrees to be bound by this Agreement.

Part 1 – Purpose, Definitions & Scope of Services

1. Purpose

The purpose of this Agreement is to establish a clear and mutually beneficial working relationship between DirectDiv Design and the Client.

This Agreement defines the general rights, responsibilities, and expectations of both parties while allowing individual projects to remain flexible through project-specific Statements of Work, proposals, estimates, or written approvals.

Unless otherwise agreed in writing, this Agreement governs all services performed by DirectDiv Design for the Client.

2. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below.

Agreement

This Professional Services Agreement, together with any applicable Statements of Work, proposals, estimates, invoices, or written amendments.

Client

The individual, company, organization, or other legal entity receiving services from DirectDiv Design.

DirectDiv Design

The independent business providing professional consulting, design, development, maintenance, and related technical services under this Agreement.

Services

Any work performed by DirectDiv Design, including but not limited to:

  • Website development
  • Custom software development
  • Drupal development
  • PHP development
  • Database design
  • API integrations
  • Website maintenance
  • Bug fixes
  • Performance optimization
  • Technical consulting
  • UI/UX improvements
  • Accessibility improvements
  • Content management support
  • Training
  • Hosting-related assistance
  • Any other mutually agreed professional services

Deliverables

Any completed work product created specifically for the Client, including but not limited to source code, websites, software modules, documentation, designs, reports, graphics, or other materials identified within a project.

Statement of Work (SOW)

A proposal, estimate, quotation, retainer agreement, project specification, email approval, or similar written document describing the scope, pricing, schedule, assumptions, and deliverables for a particular engagement.

Client Portal

The secure online portal operated by DirectDiv Design that may include project information, invoices, retainer usage, task boards, file uploads, comments, notifications, and related collaboration tools.

The Client Portal exists solely as a project management and communication tool and does not modify the legal obligations established by this Agreement or any applicable Statement of Work.

3. Scope of Services

DirectDiv Design shall provide the professional services described in the applicable Statement of Work or other written agreement.

Services may include project-based work, hourly consulting, recurring maintenance, monthly retainers, technical support, or ongoing development services.

Unless expressly stated otherwise, DirectDiv Design operates as an independent contractor and retains full discretion regarding the methods, tools, technologies, and workflows used to perform the Services.

Nothing in this Agreement shall be interpreted as creating an employer-employee relationship, partnership, joint venture, or agency relationship between the parties.

4. Statements of Work

Each engagement between DirectDiv Design and the Client should be documented through one or more Statements of Work ("SOW").

A Statement of Work may consist of:

  • a formal proposal;
  • a written estimate;
  • a quotation;
  • a signed agreement;
  • an approved invoice;
  • an email approval;
  • or another written authorization accepted by both parties.

Each Statement of Work should identify, where applicable:

  • the scope of work;
  • pricing or billing method;
  • estimated timelines;
  • assumptions;
  • project deliverables;
  • milestones;
  • and any special terms applicable to that engagement.

If a conflict exists between this Agreement and a Statement of Work, the Statement of Work shall control only with respect to the specific project to which it applies.

All other provisions of this Agreement shall remain in full force and effect.

5. Nature of the Engagement

DirectDiv Design provides professional services using commercially reasonable skill, care, and judgment.

Software development is an iterative process. Estimates, timelines, and project plans are based upon information reasonably available at the time they are prepared.

The Client acknowledges that project requirements may evolve as work progresses. Adjustments to scope, schedule, or cost may become necessary to accommodate new requirements, unforeseen technical constraints, third-party changes, or Client-requested revisions.

DirectDiv Design will make reasonable efforts to communicate such changes promptly and work collaboratively with the Client to determine an appropriate course of action.

Nothing in this Agreement shall be construed as guaranteeing that any project can be completed within a fixed number of hours unless expressly stated in writing.

6. Relationship of the Parties

DirectDiv Design performs all Services as an independent contractor.

Nothing contained in this Agreement shall be interpreted as creating:

  • a partnership;
  • a joint venture;
  • an employment relationship;
  • a fiduciary relationship; or
  • an exclusive business relationship.

The Client is free to engage other service providers, and DirectDiv Design remains free to provide services to other clients, provided that confidential information is protected in accordance with this Agreement.

7. Good Faith Cooperation

Both parties agree to communicate openly, respond to reasonable requests in a timely manner, and work cooperatively throughout each engagement.

The quality and efficiency of any project depends upon timely communication, mutual respect, and reasonable participation by both parties.

Neither party shall unreasonably interfere with the successful completion of Services under this Agreement.

Part 2 – Billing, Client Responsibilities & Project Management

8. Billing and Payment

Unless otherwise specified in an applicable Statement of Work, proposal, or invoice, all Services are performed on either an hourly or recurring retainer basis.

The applicable pricing structure will be identified before work begins.

Hourly Services

Hourly work is billed based on the actual time spent performing Services.

Time may include, where applicable:

  • Software development
  • Website design
  • Technical consulting
  • Research
  • Debugging and troubleshooting
  • Planning and architecture
  • Meetings
  • Email and project communication
  • Deployment activities
  • Testing and quality assurance
  • Documentation
  • Project management directly related to the Client's engagement

Time is tracked using commercially accepted time-tracking practices.

Unless otherwise agreed in writing, hourly rates may be updated periodically. Any rate changes will not apply retroactively to previously authorized work.

Retainer Services

Clients may engage DirectDiv Design under a recurring monthly retainer.

Retainers reserve development capacity and ongoing availability during the applicable billing period.

Unless otherwise specified in writing:

  • Retainers renew on a month-to-month basis.
  • Retainer hours apply only to the applicable billing period.
  • Unused hours do not automatically roll over into future months.
  • Work exceeding the included retainer hours may be billed at the applicable hourly rate unless otherwise agreed.
  • Either party may discontinue a retainer upon reasonable written notice.

DirectDiv Design will make reasonable efforts to keep Clients informed regarding retainer usage through the Client Portal or other agreed communication methods.

Expenses

Unless otherwise stated, fees do not include third-party costs such as:

  • software licenses;
  • premium plugins;
  • hosting services;
  • domain registrations;
  • paid APIs;
  • stock photography;
  • fonts;
  • commercial libraries;
  • or other external services.

The Client is responsible for approved third-party expenses associated with their project.

9. Invoices and Payment Terms

Invoices are generally issued monthly unless another billing schedule has been agreed upon.

Unless otherwise stated in writing, invoices are due within fifteen (15) calendar days of the invoice date.

Payments may be made through the payment methods identified on the invoice.

Payment processing is provided through Stripe or another approved payment processor.

DirectDiv Design does not store Client payment card information.

Late Payments

If payment is not received by the due date, DirectDiv Design reserves the right to:

  • suspend ongoing work;
  • postpone scheduled development time;
  • withhold future deliverables;
  • suspend Client Portal access where appropriate; and
  • decline new work until outstanding balances are resolved.

These remedies are intended to protect scheduling commitments and are not intended as penalties.

Nothing in this Agreement requires DirectDiv Design to continue providing Services while invoices remain substantially overdue.

10. Estimates

Project estimates represent good-faith projections based upon the information available when prepared.

Software development frequently involves unknown technical variables that cannot be fully anticipated before work begins.

Unless a Statement of Work expressly states that pricing is fixed, all estimates are non-binding projections and should not be interpreted as guaranteed maximum costs.

If DirectDiv Design reasonably believes that a project will materially exceed its estimate, reasonable efforts will be made to notify the Client before significant additional work is performed.

11. Client Responsibilities

Successful projects require timely participation from the Client.

The Client agrees to:

  • provide accurate project requirements;
  • supply requested content, credentials, assets, and information;
  • designate an authorized point of contact when appropriate;
  • review deliverables within a reasonable time;
  • communicate requested revisions promptly;
  • notify DirectDiv Design of issues discovered during testing;
  • maintain backups of Client-owned systems unless backup services are expressly included; and
  • cooperate in good faith throughout the engagement.

Delays caused by missing information, unavailable approvals, or incomplete Client responses may result in corresponding adjustments to project schedules.

DirectDiv Design shall not be responsible for delays resulting from the Client's failure to provide timely cooperation.

12. Communication

Clear communication is essential to successful projects.

Unless otherwise agreed, project communication may occur through:

  • email;
  • the DirectDiv Design Client Portal;
  • project task comments;
  • scheduled meetings;
  • video conferencing;
  • or other mutually agreed communication methods.

Either party may request clarification of project requirements whenever necessary.

DirectDiv Design will make reasonable efforts to respond to Client communications during normal business operations; however, immediate responses cannot be guaranteed.

13. The Client Portal

DirectDiv Design may provide Clients with access to a secure online Client Portal.

The Client Portal is intended to improve project visibility and collaboration by providing access to features such as:

  • project task boards;
  • invoices;
  • retainer usage;
  • uploaded files;
  • comments;
  • project activity history;
  • notifications; and
  • related project information.

Portal functionality may evolve over time as features are added, improved, or retired.

Access to the Client Portal is provided solely as a convenience and is not guaranteed to be continuously available.

DirectDiv Design may temporarily suspend access for maintenance, upgrades, security concerns, or other operational reasons.

Account Security

The Client is responsible for maintaining the confidentiality of account credentials.

User accounts may not be shared among multiple individuals without prior approval.

The Client agrees to notify DirectDiv Design promptly if unauthorized access is suspected.

DirectDiv Design may suspend accounts believed to have been compromised until account security has been restored.

Project Information

Information displayed within the Client Portal—including task status, project history, invoices, comments, uploaded files, retainer balances, and related information—is intended to assist project management.

The Client acknowledges that the Client Portal is not itself a contract.

If information displayed within the Client Portal differs from an executed proposal, Statement of Work, invoice, or other written agreement, the executed written agreement shall control.

14. Project Workflow

Where applicable, DirectDiv Design may organize work using a task-based workflow within the Client Portal.

Tasks are intended to improve visibility into ongoing work and facilitate communication regarding project priorities.

Unless otherwise agreed, DirectDiv Design generally focuses on one active development task at a time in order to maximize efficiency, reduce context switching, and provide higher-quality deliverables.

Clients may submit additional tasks at any time.

The order in which tasks are completed may be adjusted based upon:

  • project priorities;
  • technical dependencies;
  • security concerns;
  • production issues;
  • Client requests;
  • or other reasonable business considerations.

Estimated completion dates associated with individual tasks are informational only and should not be interpreted as contractual deadlines unless expressly stated within a Statement of Work.

15. Changes in Scope

Software projects naturally evolve.

Any request that materially changes the agreed scope of Services may constitute a change in scope.

Examples include:

  • new functionality;
  • revised requirements;
  • additional integrations;
  • expanded content;
  • significant design revisions;
  • or changes requested after work has begun.

When a requested change falls outside the agreed scope, DirectDiv Design may:

  • prepare a revised estimate;
  • create a new Statement of Work;
  • perform the work at the applicable hourly rate; or
  • recommend postponing the work to a future project phase.

No party benefits when scope changes are left undocumented.

Both parties agree to communicate proposed scope changes openly and in good faith before significant additional work is performed.

16. Client Acceptance

Deliverables should be reviewed by the Client within a reasonable period after delivery.

Unless the Client notifies DirectDiv Design of material issues within a reasonable time, delivered work may be considered accepted.

Acceptance does not waive the Client's rights regarding defects that could not reasonably have been discovered during initial review.

Likewise, acceptance does not create a warranty beyond those expressly provided in this Agreement or any applicable Statement of Work.

Part 3 – Intellectual Property, Confidentiality & Data

17. Ownership of Client Materials

The Client retains ownership of all materials provided to DirectDiv Design, including but not limited to:

  • logos;
  • trademarks;
  • branding;
  • written content;
  • photographs;
  • videos;
  • databases;
  • documents;
  • marketing materials;
  • software owned by the Client; and
  • any other intellectual property supplied by the Client.

The Client represents that it possesses all necessary rights, licenses, and permissions to provide such materials for use during the project.

DirectDiv Design shall use Client Materials solely for the purpose of performing the agreed Services unless otherwise authorized in writing.

18. Ownership of Deliverables

Unless otherwise stated in an applicable Statement of Work, ownership of custom Deliverables created specifically for the Client transfers to the Client upon:

  • completion of the applicable project; and
  • payment in full of all invoices relating to those Deliverables.

Until payment has been received in full, all Deliverables remain the property of DirectDiv Design.

Ownership transfer does not include any rights to DirectDiv Design's pre-existing intellectual property, reusable software components, methodologies, or other materials identified in this Agreement.

19. DirectDiv Design Intellectual Property

DirectDiv Design retains all ownership rights in and to its existing and future intellectual property, including but not limited to:

  • reusable code;
  • helper libraries;
  • utility functions;
  • software frameworks;
  • templates;
  • deployment scripts;
  • authentication systems;
  • APIs developed for general reuse;
  • configuration tools;
  • automation scripts;
  • build processes;
  • development methodologies;
  • documentation templates;
  • internal workflows;
  • project management systems;
  • the DirectDiv Design Client Portal;
  • and all other proprietary tools or materials not created exclusively for a specific Client.

Nothing in this Agreement shall be interpreted as transferring ownership of these materials to the Client.

DirectDiv Design may continue using, improving, modifying, and licensing its reusable intellectual property in future projects without restriction.

20. License to Reusable Components

Where Deliverables incorporate DirectDiv Design's reusable intellectual property, DirectDiv Design grants the Client a perpetual, non-exclusive license to use those components solely as incorporated into the Deliverables provided for the Client's project.

This license does not permit the Client to separately distribute, sell, sublicense, or reuse DirectDiv Design's proprietary development assets outside the delivered project.

21. Open Source Software

Projects may incorporate software distributed under open-source licenses.

Ownership of open-source software remains with its respective authors or copyright holders.

The Client agrees that use of such software remains subject to the applicable open-source licenses.

Nothing in this Agreement modifies or supersedes those licenses.

DirectDiv Design makes reasonable efforts to select reputable open-source software but cannot guarantee the future maintenance, security, or continued availability of software maintained by third parties.

22. Third-Party Software and Services

Projects may depend upon third-party platforms, hosting providers, APIs, payment processors, email providers, analytics services, plugins, or other external services.

DirectDiv Design is not responsible for outages, pricing changes, discontinued products, policy changes, security incidents, or service interruptions affecting third-party providers.

Where commercially reasonable alternatives exist, DirectDiv Design may recommend replacement solutions if a third-party service materially impacts the Client's project.

23. Artificial Intelligence Assisted Development

DirectDiv Design may utilize modern software development tools, including artificial intelligence-assisted technologies, to improve productivity, code quality, documentation, research, testing, code generation, content refinement, and related development activities.

All Deliverables remain subject to professional review and quality assurance before being provided to the Client.

DirectDiv Design will not knowingly submit Client confidential information to publicly accessible artificial intelligence systems in a manner inconsistent with applicable confidentiality obligations or commercially reasonable privacy practices.

Nothing in this section transfers ownership of Client information to any artificial intelligence provider.

24. Confidential Information

Each party may receive confidential or proprietary information belonging to the other during the course of an engagement.

Confidential Information may include, without limitation:

  • business plans;
  • pricing;
  • source code;
  • credentials;
  • customer information;
  • financial information;
  • technical documentation;
  • trade secrets;
  • unpublished designs;
  • marketing strategies;
  • project specifications;
  • and other non-public business information.

Each party agrees to:

  • protect Confidential Information using reasonable care;
  • use Confidential Information only for purposes related to this Agreement;
  • limit disclosure to individuals with a legitimate business need;
  • and refrain from unauthorized disclosure except as required by law.

These confidentiality obligations survive termination of this Agreement.

25. Information Excluded from Confidentiality

Confidential Information does not include information that:

  • is publicly available through no fault of the receiving party;
  • was lawfully known prior to disclosure;
  • is independently developed without reference to the disclosed information; or
  • is lawfully obtained from another source without confidentiality restrictions.

26. Client Credentials

Where necessary to perform Services, the Client may provide usernames, passwords, API keys, hosting credentials, or other access information.

DirectDiv Design will make commercially reasonable efforts to safeguard such credentials and limit their use to personnel or contractors directly involved in providing the Services.

The Client remains responsible for maintaining ownership and administrative control of its accounts unless otherwise agreed in writing.

Whenever practical, DirectDiv Design recommends that Clients retain primary ownership of hosting accounts, domain registrations, third-party subscriptions, and other critical business services.

27. Data Security

DirectDiv Design implements commercially reasonable administrative, technical, and organizational safeguards designed to protect Client information against unauthorized access, disclosure, alteration, or destruction.

However, the Client acknowledges that no method of electronic communication, cloud storage, software system, or Internet transmission can be guaranteed to be completely secure.

Accordingly, DirectDiv Design cannot guarantee absolute security and expressly disclaims any such warranty.

28. Client Portal Content

The Client retains ownership of all files, comments, documents, images, and other materials uploaded through the Client Portal.

The Client grants DirectDiv Design a limited, non-exclusive license to store, process, display, back up, transmit, and otherwise use such materials solely for the purpose of:

  • providing Services;
  • maintaining project history;
  • facilitating collaboration;
  • generating notifications;
  • creating system backups;
  • and complying with legal or contractual obligations.

DirectDiv Design acquires no ownership interest in Client-uploaded materials.

29. Backups and Record Retention

DirectDiv Design may retain copies of project files, communications, invoices, time records, task history, and related project information for reasonable business purposes, including:

  • historical reference;
  • dispute resolution;
  • accounting;
  • legal compliance;
  • system recovery;
  • portfolio documentation (subject to confidentiality obligations);
  • and business continuity.

Although reasonable efforts may be made to preserve project information, DirectDiv Design does not guarantee indefinite retention of project files or backups.

Clients are encouraged to maintain their own independent backups of all important data and project assets.

30. Portfolio Rights

Unless the Client requests otherwise in writing before public release, DirectDiv Design may identify the Client as a customer and may display publicly available portions of completed work within portfolios, presentations, case studies, proposals, marketing materials, award submissions, or similar promotional content.

DirectDiv Design will not intentionally disclose confidential information, unpublished work, proprietary source code, trade secrets, or other non-public information without the Client's prior written consent.

Clients may request that specific projects remain confidential, and DirectDiv Design will make reasonable efforts to honor such requests where consistent with applicable legal obligations.

Part 4 – Warranties, Liability, Termination & General Provisions

31. Professional Standard of Care

DirectDiv Design agrees to perform the Services using commercially reasonable skill, care, and professional judgment consistent with generally accepted industry practices.

The Client acknowledges that software development, website maintenance, and technology consulting involve evolving technologies and dependencies that may change over time.

Except as expressly stated in this Agreement, DirectDiv Design makes no guarantee that any Deliverable will be completely free from defects or compatible with every current or future browser, operating system, device, third-party service, or software platform.

32. Limited Warranty

Unless otherwise stated in a Statement of Work, DirectDiv Design warrants that Services will be performed in a professional and workmanlike manner.

If the Client identifies a defect that is directly attributable to DirectDiv Design's work and reports it within a reasonable period after delivery, DirectDiv Design will make commercially reasonable efforts to correct the issue.

This limited warranty does not apply to issues resulting from:

  • changes made by anyone other than DirectDiv Design;
  • third-party software updates;
  • hosting or infrastructure issues;
  • browser updates;
  • operating system changes;
  • security incidents;
  • user error;
  • incomplete or inaccurate Client requirements; or
  • events beyond DirectDiv Design's reasonable control.

33. Disclaimer of Warranties

Except as expressly provided in this Agreement, the Services, Deliverables, Client Portal, website, and related materials are provided "as is" and "as available."

To the fullest extent permitted by applicable law, DirectDiv Design disclaims all implied warranties, including warranties of:

  • merchantability;
  • fitness for a particular purpose;
  • non-infringement; and
  • uninterrupted availability.

Nothing in this section limits any warranty that cannot legally be disclaimed.

34. Limitation of Liability

To the fullest extent permitted by law, DirectDiv Design shall not be liable for any indirect, incidental, consequential, exemplary, special, or punitive damages arising out of or relating to this Agreement or the Services provided.

This limitation includes, without limitation:

  • lost profits;
  • lost revenue;
  • business interruption;
  • loss of goodwill;
  • loss of anticipated savings;
  • loss of business opportunities;
  • loss or corruption of data;
  • or costs associated with substitute services.

To the fullest extent permitted by law, DirectDiv Design's aggregate liability arising from any claim relating to this Agreement shall not exceed the total amount paid by the Client to DirectDiv Design for the specific Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim.

Certain jurisdictions do not permit limitations on particular damages. In such cases, this limitation shall apply only to the maximum extent permitted by applicable law.

35. Indemnification

The Client agrees to defend, indemnify, and hold harmless DirectDiv Design from and against claims, damages, liabilities, costs, and reasonable attorneys' fees arising from:

  • materials supplied by the Client;
  • infringement claims relating to Client-provided content;
  • the Client's misuse of Deliverables;
  • the Client's violation of applicable law; or
  • the Client's breach of this Agreement.

Likewise, DirectDiv Design agrees to be responsible for claims arising directly from its own willful misconduct or gross negligence to the extent required by applicable law.

36. Force Majeure

Neither party shall be liable for delays or failures to perform resulting from circumstances beyond its reasonable control, including but not limited to:

  • natural disasters;
  • severe weather;
  • fire;
  • flood;
  • acts of government;
  • war;
  • terrorism;
  • widespread internet outages;
  • utility failures;
  • labor disputes;
  • pandemics;
  • cyberattacks affecting critical infrastructure;
  • or failures of third-party services upon which the affected party reasonably relies.

The affected party shall make reasonable efforts to resume performance as soon as practicable.

37. Suspension of Services

DirectDiv Design reserves the right to suspend Services when reasonably necessary, including for:

  • non-payment;
  • repeated failure to provide required project information;
  • abusive or threatening behavior;
  • suspected fraudulent activity;
  • security concerns;
  • or material breach of this Agreement.

Whenever practical, reasonable notice will be provided before Services are suspended.

Suspension shall not relieve the Client of payment obligations for Services already performed.

38. Termination

Either party may terminate an ongoing engagement by providing reasonable written notice unless otherwise specified in a Statement of Work.

Termination shall not affect:

  • payment obligations for Services already rendered;
  • ownership rights established under this Agreement;
  • confidentiality obligations;
  • or any provisions that by their nature survive termination.

Upon termination, DirectDiv Design will make commercially reasonable efforts to provide completed Deliverables that have been paid for.

Work that has not yet been completed remains the property of DirectDiv Design unless otherwise agreed.

39. Dispute Resolution

The parties agree to make a good-faith effort to resolve any dispute through direct discussion before initiating formal legal proceedings.

If a dispute cannot be resolved informally, either party may pursue any remedy available under applicable law.

Nothing in this section prevents either party from seeking emergency injunctive relief when necessary to protect intellectual property, confidential information, or other legal rights.

40. Governing Law and Venue

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, without regard to its conflict of law principles.

Any legal action arising under this Agreement shall be brought exclusively in the appropriate state or federal courts located within the State of Illinois.

Each party consents to the jurisdiction of those courts.

41. Assignment

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that DirectDiv Design may assign this Agreement in connection with the sale, merger, or transfer of substantially all of its business assets.

42. Severability

If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be interpreted or modified only to the minimum extent necessary to make it enforceable while preserving its original intent whenever possible.

43. No Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

Any waiver must be in writing and signed by the party granting the waiver.

44. Entire Agreement

This Agreement, together with any applicable Statement of Work, proposal, estimate, invoice, retainer agreement, or written amendment, constitutes the complete agreement between the parties regarding the Services described herein.

It supersedes all prior oral or written discussions relating to the same subject matter.

45. Amendments

This Agreement may be modified only by a written amendment signed by both parties or by an updated version of this Agreement expressly incorporated into future Statements of Work.

No oral modification shall be binding.

46. Notices

Formal notices under this Agreement shall be provided in writing by email or other mutually agreed written communication method.

Unless otherwise specified, notices to DirectDiv Design should be sent to:

tylor.reed@directdivdesign.com

A notice shall be deemed received when successfully transmitted, unless the sender receives notification that delivery failed.

47. Electronic Signatures

The parties agree that electronic signatures, electronic approvals, and written email acceptances may be treated as legally binding to the fullest extent permitted by applicable law.

Approval of a proposal, Statement of Work, estimate, or invoice through electronic means constitutes acceptance of this Agreement when incorporated by reference.

48. Effective Date

This Agreement becomes effective on the earlier of:

  • the date it is signed by both parties;
  • the date the Client authorizes work to begin;
  • the date payment is received for Services; or
  • the date the Client first receives Services under this Agreement.

49. Client Acceptance

By approving a proposal, Statement of Work, estimate, or other written authorization that references this Agreement, Client acknowledges that they have reviewed, understood, and agree to be bound by this Professional Services Agreement.