Terms of Service.

Agreement & eligibility

These Terms form a binding agreement between you and TellsNext LLC. You must be at least 18 years old and legally able to enter into contracts to use the site or engage us. If you are acting on behalf of a business or organisation, you represent that you are authorised to bind that entity to these Terms.

The "on-spec" build promise

TellsNext publicly offers to build certain projects (typically a website, and where requested an iOS and/or Android app) on spec — meaning we design and build the project before the Client pays, and the Client pays only if they accept the final build in writing. The following specific terms apply to any on-spec engagement:

• Scope. The on-spec offer applies only to the specific scope recorded in a written "Spec Sheet" signed by both parties. Anything outside that scope is billable on a separate SOW at our standard rates.
• Acceptance window. Client has 30 calendar days from the date we notify completion ("Delivery Notice") to accept or reject the build in writing. Silence past 30 days is deemed rejection.
• If accepted. Client pays the agreed fee in full within 14 days of acceptance and receives the deliverables plus the IP transfer described in Section 4.
• If rejected or deemed rejected. The Client owes nothing. All deliverables, code, designs, research, and related materials remain the sole property of TellsNext, which may reuse, adapt, relicense or discard them at its sole discretion. Client may not copy, screenshot, reverse-engineer, or reference the unaccepted build in any form.
• Materiality. Rejection may only be for material deviation from the agreed Spec Sheet. Aesthetic preference, commercial second-thoughts, or market changes do not entitle Client to anything beyond rejection; they do not give rise to refunds, credits, or rebuild obligations.
• No indefinite extensions. If Client wants changes after Delivery Notice, each round is a new paid engagement at our standard rates.

Plainly: On-spec means we carry the risk of the first build. We do not carry the risk of an unbounded series of rebuilds, nor do we give away work that was rejected.

Engagement & payment

• SOW. Every paid engagement is confirmed by a signed Scope of Work / Client Services Agreement stating scope, fee, milestones, assumptions, and delivery dates.
• Non-on-spec work. Where an engagement is not offered on-spec, a 50% non-refundable deposit is due at signing. Balance due on milestones or at delivery as stated in the SOW.
• Late fees. Invoices past 15 days of the due date accrue interest at the lower of 1.5% per month or the maximum lawful rate. Client is responsible for our reasonable collection costs, including attorneys' fees.
• Expenses. Pre-approved third-party costs (hosting, stock imagery, app store fees, paid plug-ins) are billed at cost plus 10% administration.
• Scope changes. Changes to a signed SOW require a written change order. We reserve the right to revise the timeline and the fee for any change order.
• Taxes. Fees are exclusive of all applicable taxes, duties and levies, which are the Client's responsibility.

Intellectual property

• Pre-existing IP. Each party retains ownership of the IP it brings into the engagement.
• Tools & frameworks. TellsNext retains all right, title, and interest in its underlying tools, frameworks, components, libraries, scripts, processes, know-how, and any generic or reusable code (collectively, "TellsNext Tools"), and grants Client a non-exclusive, perpetual, royalty-free licence to use them solely as embedded in the delivered work.
• Client-specific work. On full and timely payment, TellsNext assigns to Client all right, title, and interest in the client-specific creative output clearly designated in the SOW as "Client Deliverables", excluding TellsNext Tools. Until payment is received in full and cleared, all rights remain with TellsNext.
• Portfolio & case-study rights. TellsNext retains a perpetual, royalty-free right to showcase the work (in whole or in part), the Client's name and logo, and the engagement narrative in portfolio materials, award submissions, marketing, and training materials. Client may opt out in writing before project start.
• Open-source components. Where open-source components are incorporated, they remain under their respective licences and are not assigned.

Demo & sample work — ownership

The demo sites visible on tellsnext.com (including /demo/samples/*) are TellsNext's original, speculative work product. All copy, design, code, illustrations, data structures, and icons on those pages are the sole property of TellsNext LLC. You may view them in a browser. You may not:

• Copy, scrape, mirror, or re-host the demo pages or any part of them.
• Use the demos (or any evolution of them) as a template for a site you sell, lease, or give away to a third party.
• Remove or alter any TellsNext credit, mark, or attribution.
• Access the site other than through a standard web browser or an authorised API.

Violation constitutes copyright infringement and will be pursued to the fullest extent of US federal and applicable state law, including injunctive relief and statutory damages.

Acceptable use of the site

You agree not to, and not to enable any third party to:

• probe, scan, or test the vulnerability of the site except through a responsibly disclosed report;
• interfere with the site's operation, including sending excessive or automated requests, spam, or malware;
• submit false or misleading information through any form on the site;
• use the site, demos, or any extracted copy for AI training purposes without our prior written permission;
• harvest email addresses, phone numbers, or identities displayed on the site;
• use the site to violate any applicable law, regulation, or third-party right.

We may suspend or terminate your access at any time, for any reason, with or without notice.

Client obligations

• Timely cooperation. Client shall furnish feedback, materials, approvals and access within reasonable time. Delays caused by Client extend the delivery timeline and may, after 14 days, permit TellsNext to pause the engagement and invoice for work completed to date.
• Rights clearance. Client warrants that any materials it provides are owned or properly licensed and do not infringe any third-party right.
• Accurate brief. Client is responsible for the business, commercial, legal, and regulatory accuracy of the information it provides us.
• Non-solicitation. During the engagement and for 12 months after its end, Client shall not directly or indirectly hire, engage, or contract any TellsNext employee, contractor, or subcontractor without our prior written consent. If Client does, Client shall pay TellsNext a fee equal to 100% of that person's annual compensation at their current rate, due within 30 days.

Confidentiality

Each party shall treat the other's non-public business information as confidential and shall not disclose it except to its employees, contractors or advisors bound by equivalent duties, or as required by law. This clause survives termination for 3 years. Information which is independently developed, publicly available through no fault of the receiving party, or received from a third party without duty, is excluded.

No warranty; site "as is"

The site, the demos, and all work products are provided "as is" and "as available", without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, availability, uptime, accuracy, security, or error-free operation. TellsNext disclaims all such warranties to the fullest extent permitted by law.

Without limitation, TellsNext does not warrant that (i) the site will be uninterrupted or error-free; (ii) any delivered code is free of bugs; (iii) the work will rank in any search engine, drive any specific traffic, or produce any specific business outcome; or (iv) any third-party service we integrate with will remain available on unchanged terms.

Limitation of liability

To the maximum extent permitted by law, TellsNext's total cumulative liability arising out of or relating to the site, the demos, and any engagement, regardless of the form of action, shall not exceed the greater of (a) USD $100, or (b) the total fees actually paid by Client to TellsNext in the six (6) months preceding the event giving rise to the claim.

In no event shall TellsNext be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost data, business interruption, or cost of substitute services, even if advised of the possibility of such damages. Some jurisdictions do not allow certain limitations; in those jurisdictions, the above limitations apply to the fullest extent permitted.

Indemnification

Client shall defend, indemnify and hold harmless TellsNext, its officers, employees, contractors and affiliates from and against any third-party claim, loss, liability, damage, cost or expense (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of these Terms or any SOW; (b) any materials, data, or instructions Client provided us; (c) Client's use of the delivered work in violation of any law or third-party right; or (d) any business operated through the delivered work. We will notify Client of any covered claim promptly and reasonably cooperate in the defence at Client's expense.

Termination

• For convenience. Either party may terminate a non-on-spec engagement on 14 days' written notice. Client remains responsible for payment of all work completed or committed up to the termination date, plus any third-party costs already incurred, plus 15% of the remaining SOW value as a kill fee.
• For cause. Either party may terminate immediately on written notice for material breach not cured within 10 days. Cure periods do not extend payment obligations past their original due dates.
• Effect. On termination, Client shall pay all amounts due, and TellsNext shall hand over only the Client Deliverables that have been fully paid for. Sections 4, 5, 7 (non-solicitation), 8, 9, 10, 11, 13, 14, 15, 16 survive termination.

Third-party services

The site and delivered work may rely on third-party services (hosting, DNS, payment processors, fonts, analytics, app stores). Those services are governed by their own terms. TellsNext is not responsible for their availability, changes, pricing, or actions. If a third-party change forces rework, that rework is a billable change order.

Binding arbitration & class-action waiver

Any dispute, claim, or controversy arising out of or relating to these Terms or any engagement, including the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules (or such other rules JAMS designates for commercial matters of the size involved). The arbitration shall take place in Salt Lake County, Utah, before one arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction.

Class waiver. Disputes may only be brought on an individual basis. Class, collective, representative, and consolidated proceedings are waived. The arbitrator may not consolidate claims or preside over a class.

Exceptions: either party may seek (a) injunctive or other equitable relief in any court of competent jurisdiction to protect its IP or confidential information, and (b) small-claims-court relief for claims within that court's jurisdictional limit.

Governing law & venue

These Terms are governed by the laws of the State of Utah, USA, without regard to conflict-of-law principles, and by the US Federal Arbitration Act with respect to Section 14. For any matter outside the scope of arbitration, the state and federal courts located in Salt Lake County, Utah shall have exclusive jurisdiction, and the parties consent to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

General provisions

• Entire agreement. These Terms, together with any signed SOW and our Privacy Policy, are the entire agreement between the parties and supersede all prior discussions, proposals, or agreements on the same subject matter.
• No waiver. Failure to enforce any right is not a waiver of that right.
• Severability. If any provision is held unenforceable, the remainder continues in force, and the unenforceable provision is modified to the minimum extent necessary.
• Assignment. Client may not assign these Terms or any SOW without our prior written consent. TellsNext may assign in connection with a merger, acquisition, reorganisation, or sale of substantially all assets.
• Notices. Notices must be in writing. Notices to TellsNext: hello@tellsnext.com, subject "Legal notice". Notices to Client: the email on file for the engagement.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, outage of third-party infrastructure, or labour dispute.
• Independent contractor. TellsNext is an independent contractor. These Terms do not create a partnership, joint venture, employment, or agency relationship.
• Amendment. TellsNext may modify these Terms at any time by posting an updated version to this page. Continued use of the site or engagement after posting constitutes acceptance of the changes. Material changes affecting an active engagement will be communicated to the active Client directly.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Language. English is the controlling language. Any translation is for convenience only.

Contact

TellsNext LLC
Email: hello@tellsnext.com
Phone: +1 (551) 325-9975
Please title legal correspondence "Legal notice" so it is routed correctly.

Acceptance of these Terms is a condition of using tellsnext.com and of any engagement with TellsNext LLC. See also our Privacy Policy.