1. Who we are
These terms of service are issued by SJ Ventures LLC, a Delaware limited liability company (Delaware file number 3066733), with its registered address at 16192 Coastal Highway, Lewes, Delaware 19958, USA.
You can contact us at hello@sjventures.llc. Our website is https://sjventures.llc.
2. What these terms cover
These terms apply to:
- your use of our website;
- any fixed-price package you buy on our website; and
- any consulting services we provide to you under a proposal or service agreement.
By using our website, buying a package or engaging us, you accept these terms. If you are accepting on behalf of a company or other organization, you confirm that you have authority to bind it.
Our privacy policy explains how we handle personal information. Our payment, deposit and refund policy explains how payments, deposits and refunds work. Both form part of these terms.
3. Definitions
In these terms:
- “SJ Ventures”, “we”, “us” and “our” mean SJ Ventures LLC.
- “You” and “client” mean the person or organization that uses our website, buys a package or engages us.
- “Services” means the consulting and other services we provide to you.
- “Proposal” means our written proposal setting out the scope, fees and timeline for services.
- “Service agreement” means the written agreement for a specific engagement. An accepted proposal counts as a service agreement unless a separate agreement is signed.
- “Package” means a fixed-price service with a set scope that you can buy directly on our website.
- “Deliverables” means the reports, plans, designs, documents and other materials we create for you as part of the services.
- “In writing” includes email.
4. How an engagement works
Most engagements start with a discovery call, followed by a written proposal. The proposal sets out the scope, deliverables, fees, timeline and any milestones. The engagement begins when you accept the proposal or sign a service agreement and pay the deposit.
5. Scope of services
The scope of each engagement is set out in its service agreement. Anything outside that scope is not included and needs a separate agreement or a written change request (see section 12).
6. Packages ordered on our website
Some services are offered as packages with a fixed fee or an hourly rate that you can order on our website without a proposal.
- Scope. The scope, what is included and what is not included are as described on the package page at the time you order.
- Payment. When you order, we send you an invoice for the package in full. Work starts once the invoice is paid.
- Start. After payment, we contact you to confirm the details and agree a start date.
- Refunds. Refunds for packages follow our payment, deposit and refund policy.
Where a package page and these terms conflict, the package page applies to that package.
7. Fees
- Fees are for the services as described in the service agreement or on the package page.
- Fees are quoted in US dollars (USD).
- Fees are confirmed in the service agreement. Prices shown on our website are starting prices and are not an offer to provide services at that price.
8. Third-party costs, travel and taxes
Unless the service agreement or package page says otherwise, our fees do not include:
- third-party costs, such as official filing fees, search database fees, attorney or agent fees, laboratory or testing fees, prototyping and tooling costs, samples and shipping;
- travel and accommodation; or
- taxes, duties and similar charges.
These are billed separately. Where possible, we will tell you about significant third-party costs in advance.
9. Success fees
Some services, such as fundraising support or negotiations, may include a success fee. A success fee applies only where it is agreed in writing in the service agreement before the work starts. We will never charge a success fee that was not agreed up front.
10. Invoices, payment and late payment
- Due date. Invoices are due within 7 days of the invoice date.
- Payment methods. We accept bank transfer (wire) and payment through the payment link on your invoice, which may offer methods such as card or ACH (US bank accounts). Where we offer online payment on our website, you can also pay there. We do not accept cash.
- Late payment. Late payments accrue interest at 1.65% per month on the overdue amount, from the due date until payment is received in full, or at the maximum rate permitted by law if that is lower.
- Pausing work. If an invoice is overdue, we may pause work until it is paid. Any delay this causes may move the delivery dates.
Full details of how to pay are in our payment, deposit and refund policy.
11. Deposits
A deposit of 50% of the fee is required before we start work on an engagement, unless the service agreement says otherwise. The balance is invoiced as set out in the service agreement.
The deposit is non-refundable. It is credited in full against the final invoice for the engagement.
12. Changes to scope
- Either party can ask to change the scope, but change requests must be made in writing.
- A change may affect the fees and the timeline.
- Any change to fees or timeline must be agreed in writing by both parties before the change is carried out.
13. Delivery and your responsibilities
- We will deliver the services and deliverables on the dates agreed in the service agreement.
- Many services depend on information, materials, access, feedback or decisions from you. If these are late or incomplete, we may need to reschedule delivery. We will tell you as soon as we can.
- You are responsible for the accuracy of the information and materials you give us.
14. Confidentiality
- We keep your confidential information confidential and use it only to provide the services.
- We may share it with third-party specialists or suppliers only where needed to deliver the services, and only on a confidential basis.
- These obligations do not apply to information that is already public (other than through our fault), that we already had or developed independently, or that we must disclose by law.
- If you would like a separate non-disclosure agreement (NDA), ask us. We are happy to sign one before you share details of your product or project.
15. Intellectual property
- Intellectual property in the deliverables remains with SJ Ventures LLC until all invoices for the engagement are paid in full, unless agreed otherwise in writing.
- On full payment, intellectual property in the deliverables passes to you, unless the service agreement says otherwise.
- We keep ownership of our own pre-existing know-how, methods, tools and templates. Where these are built into a deliverable, you may use them as part of that deliverable.
16. Standard of service
We provide the services with reasonable skill and care, in line with generally accepted industry standards.
We cannot guarantee specific commercial outcomes, such as raising a set amount of funding, the grant of a patent or trademark, a manufacturer’s performance or a level of sales. These depend on factors outside our control.
17. Not legal or other professional advice
- Website content. The content on our website is general information only. It is not legal, tax, financial or investment advice, and you should not rely on it as such. Advice for your situation is given only under a service agreement.
- We are not a law firm. SJ Ventures LLC is not a law firm and does not provide legal advice or legal representation.
- Patent and trademark filings. Where a patent or trademark filing, or other work, must be carried out by a registered patent attorney, patent agent, trademark attorney or other licensed professional, we provide the strategy and manage the process, and the drafting and filing are carried out by qualified patent or trademark attorneys that we work with. Their fees and any official fees are quoted separately and are third-party costs under section 8, unless the service agreement says otherwise. Similarly, where accounting, tax or audit work must be carried out by a licensed accountant, we manage the process and the work is carried out by qualified CPAs, whose fees are quoted separately.
- Financial and investment matters. We do not act as a broker, dealer or investment adviser. Investor introductions and fundraising support do not include selling securities or giving investment advice.
18. Limitation of liability
- Neither party is liable to the other for any indirect, special or consequential loss, including loss of profit, revenue, business or opportunity, arising from these terms or the services.
- This does not apply to loss caused by gross negligence or willful misconduct, or to any liability that cannot be limited by law.
19. Force majeure
Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, civil unrest, government action, strikes, or failures of utilities, internet or transport. The affected party must tell the other party promptly and take reasonable steps to limit the effect. This does not excuse any obligation to pay fees for work already done.
20. Termination
- Either party may end an engagement by giving 30 days’ written notice.
- When an engagement ends, all outstanding fees and expenses become immediately due, including fees for work done up to the end of the notice period. The deposit rules in section 11 still apply.
- Sections that by their nature should continue after termination (including confidentiality, intellectual property, limitation of liability and governing law) continue to apply.
21. Governing law and venue
These terms, and any service agreement, are governed by the laws of the State of Delaware, USA, without regard to its conflict of laws rules.
Any dispute arising from these terms or the services will be brought exclusively in the state or federal courts located in the State of Delaware, and both parties agree to the jurisdiction of those courts.
22. Entire agreement, order of precedence and amendments
- These terms, together with the service agreement and any package page, form the entire agreement between you and us about the services. They replace any earlier discussions or understandings.
- If a service agreement conflicts with these terms, the service agreement prevails.
- Any amendment to these terms or a service agreement must be in writing and agreed by both parties.
23. Notices
Notices under these terms must be in writing and may be sent by email. Notices to us should go to hello@sjventures.llc. Notices to you will go to the email address you gave us or the address in the service agreement. An email notice is treated as received on the next business day after it is sent, unless the sender receives a delivery failure message.
24. Severability and general
- If any part of these terms is found to be invalid or unenforceable, the rest of the terms remain in effect.
- If either party delays or does not enforce a right, that does not mean it has given up that right.
- You may not transfer your rights under these terms without our written consent.
25. Changes to these terms
We may update these terms from time to time. The date at the top of this page shows when they were last updated. The terms in force when you accept a service agreement or buy a package apply to that engagement or package, unless both parties agree otherwise in writing.
26. Contact
If you have any questions about these terms, email hello@sjventures.llc or use our contact page.