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Terms & Conditions

Effective Date: September 2026

These Terms & Conditions govern professional services provided by InnerLeaf Communications, a DBA of Melanje, LLC (“InnerLeaf,” “we,” “us” or “our”).

InnerLeaf provides a range of strategic, operational, creative and implementation services, which may include strategic communications, communications operations optimization, marketing and email campaigns, event planning and management, website and digital communications, customer relationship management and business technology implementation, stakeholder engagement, content and publication development, graphic design, training, facilitation, research, assessments, project management and related consulting and production services.

The specific services provided for each engagement will be defined in the applicable proposal, estimate, statement of work, invoice, contract or other written agreement.

These Terms & Conditions apply unless different or additional terms are stated in a project-specific written agreement accepted by InnerLeaf and the client. If there is a conflict, the project-specific written agreement will control.

1. Proposals, Estimates and Scope

Services will be provided according to the scope, deliverables, assumptions, schedule and fees described in the applicable proposal, estimate, statement of work, invoice or written agreement.

Estimates are based on the information and materials available when the estimate is prepared. Changes in project requirements, volume, complexity, source materials, deliverables, systems, platforms, event requirements or schedule may result in additional fees or revised timelines.

Work outside the approved scope is not considered included solely because it is related to the original project.

2. Client Responsibilities

The client is responsible for providing the information, materials, approvals and access reasonably necessary for InnerLeaf to complete the work.

Unless otherwise agreed, the client is responsible for:

  • Providing complete, current and accurate source materials

  • Identifying the final or approved version of all text and content

  • Providing images, tables, charts, maps, data, logos and other assets in usable formats

  • Providing captions, credits, labels and placement instructions when applicable

  • Ensuring that the client has the right to use materials it provides

  • Providing timely access to systems, accounts, files and platforms when required

  • Reviewing deliverables promptly and providing clear, consolidated feedback

  • Designating an authorized point of contact when multiple stakeholders are involved

  • Communicating material changes to the project as soon as possible

InnerLeaf is entitled to rely on materials and instructions supplied by the client as accurate, complete and approved for use.

3. Incorrect, Incomplete or Revised Source Materials

Project fees and schedules assume that client-provided materials are accurate, complete and ready for the level of work described in the approved scope.

Rework required because the client provides incorrect, incomplete, outdated, unapproved or subsequently revised materials may be treated as additional work.

This may include:

  • Replacing or reflowing text after layout or design has begun

  • Formatting materials that were expected to be provided in final form

  • Recreating or replacing tables, charts, maps or graphics

  • Repositioning images or other visual assets

  • Revising previously approved designs

  • Incorporating additional pages, sections, deliverables or content

  • Repeating work because an incorrect version of a source file was provided

Such work may be billed at InnerLeaf’s then-current hourly rate, through a supplemental invoice or through an agreed change order.

4. Changes in Scope

Requests or circumstances that materially change the approved scope, volume, complexity, deliverables, systems, platforms, event requirements, campaign requirements, implementation needs or project schedule may require an updated estimate, supplemental invoice, change order or revised timeline.

Examples may include additional deliverables, events, attendees, communications channels, campaigns, users, workflows, automations, integrations, content, pages, design assets, meetings, training sessions or implementation requirements beyond those included in the approved scope.

InnerLeaf will make reasonable efforts to identify material scope changes before performing substantial additional work. Work required because of revised client instructions, incomplete or incorrect source materials, additional requirements or changes to previously approved work may be billed separately.

5. Project Schedules and Client Delays

Project schedules depend on timely receipt of required materials, approvals, feedback and payments.

If the client delays providing required information, files, decisions, approvals, access or feedback, project milestones and final delivery dates may be adjusted accordingly.

InnerLeaf is not responsible for missed deadlines resulting from client delays, incomplete or incorrect source materials, additional client requests, third-party delays or circumstances outside InnerLeaf’s reasonable control.

Rush work or work required outside the originally agreed production schedule may be subject to additional fees.

6. Fees, Deposits and Payment

Fees and payment schedules will be stated in the applicable proposal, estimate, invoice or agreement.

Unless otherwise stated:

  • Required deposits or initial payments must be received before work begins

  • Progress payments are due according to the agreed project schedule

  • Final payment is due according to the applicable invoice or agreement

  • Additional work may be invoiced separately

  • InnerLeaf may pause work when a required payment is overdue

Payments already earned for services performed are non-refundable.

A deposit reserves project capacity and allows work to begin. Once work has commenced, deposits are applied toward services performed and are generally non-refundable.

The client remains responsible for payment for work completed through the effective date of any cancellation or termination.

7. Additional Work

Unless another rate or fee is stated in writing, services outside the approved scope may be billed at InnerLeaf’s then-current hourly rate or quoted separately.

Additional work may include, but is not limited to:

  • Additional revision rounds or deliverables

  • Significant changes after approval

  • Additional pages, content or design assets

  • Copywriting, copyediting or rewriting not included in the original scope

  • Image research, sourcing or licensing

  • Table, chart, map or graphic recreation

  • Additional email campaigns, marketing assets or communications channels

  • Additional event planning, coordination, vendors, attendees or event deliverables

  • Additional meetings, consultations, facilitation or training

  • Additional software, CRM, website or business technology configuration

  • New users, workflows, automations, integrations or data migration

  • Troubleshooting resulting from third-party systems or client configuration changes

  • Website updates or development beyond the agreed scope

  • Accessibility remediation

  • File conversion or reconstruction

  • Expedited or rush production

  • Additional project management

  • Rework resulting from revised, incomplete or incorrect client instructions or materials

8. Revisions and Approvals

The number of revision rounds included in a project will be stated in the applicable scope.

Unless otherwise specified, revision requests should be submitted as one consolidated set of comments from the client’s authorized point of contact.

Conflicting, piecemeal or successive feedback from multiple reviewers may require additional time and fees.

Once the client approves a design, concept, layout, copy, system configuration, campaign direction or other project element, later changes to that approved work may be considered additional work.

9. Client Review and Final Approval

The client is responsible for reviewing all deliverables before publication, distribution, printing, launch, submission or other final use.

Final approval includes responsibility for confirming the accuracy and completeness of:

  • Text and factual information

  • Names and titles

  • Dates

  • Data and statistics

  • Tables, charts and maps

  • Captions and credits

  • Contact information

  • Links

  • Legal or regulatory language

  • System settings and configurations

  • Other client-supplied content

Unless proofreading, fact-checking, legal review, technical review, regulatory review or testing is specifically included in the approved scope, InnerLeaf is not responsible for independently verifying client-provided information.

10. Technology, Platforms and Third-Party Systems

Some InnerLeaf engagements may involve configuring, implementing, integrating or supporting third-party software, platforms or technology, including CRM, email marketing, website, automation, event management, analytics or other business systems.

InnerLeaf does not own or control third-party platforms and cannot guarantee their availability, functionality, pricing, security, compatibility, uptime or continued operation.

The client is responsible for:

  • Maintaining required software licenses and subscriptions

  • Providing appropriate administrative access and credentials

  • Maintaining backups when appropriate

  • Reviewing and approving system configurations before launch

  • Complying with applicable platform terms and data requirements

  • Paying third-party software, licensing, hosting, transaction or subscription costs unless specifically included in InnerLeaf’s scope

Changes made by third-party vendors, platform updates, outages, discontinued functionality or technical limitations outside InnerLeaf’s control may affect project schedules, functionality or cost. Work required to address such changes may be treated as additional services.

11. Events and Third-Party Vendors

For event-related engagements, InnerLeaf may coordinate venues, speakers, caterers, audiovisual providers, printers, photographers, travel providers, contractors and other third-party vendors on the client’s behalf.

Unless otherwise stated:

  • Contracts with third-party vendors remain the client’s responsibility

  • Vendor deposits, fees and expenses are paid by the client

  • InnerLeaf is not responsible for a vendor’s failure to perform, cancellation, delay, injury, property damage or other acts or omissions outside InnerLeaf’s reasonable control

  • Changes in venue, attendance, program, schedule or vendor requirements may result in additional fees

InnerLeaf will make reasonable efforts to coordinate third-party services according to the approved project scope.

12. Intellectual Property and Deliverables

Upon full payment of all amounts due for a project, the client receives the rights to the final deliverables specified in the applicable agreement, subject to any third-party licenses or restrictions.

InnerLeaf retains ownership of:

  • Pre-existing intellectual property

  • Internal methods, processes and frameworks

  • Templates and tools not specifically transferred to the client

  • Unused concepts, drafts and preliminary work

  • General knowledge, skills and techniques used in performing the services

Editable working files, native design files, source files, production files or system documentation are included only when specifically stated in the project scope.

Unless confidentiality requirements prohibit it, InnerLeaf may reference completed work in its portfolio, website, proposals, case studies and business-development materials.

13. Third-Party Materials and Services

Projects may include photographs, fonts, software, stock assets, platforms or other materials owned or licensed by third parties.

Use of such materials remains subject to the applicable third-party license terms.

The client is responsible for ensuring that materials it supplies are properly licensed and authorized for the intended use.

Third-party costs are not included in InnerLeaf’s fees unless specifically stated.

14. Confidentiality

InnerLeaf will use reasonable care to protect confidential information provided by the client and will use such information only as necessary to perform the agreed services.

Confidentiality obligations do not apply to information that is publicly available, independently developed, already lawfully known to InnerLeaf or required to be disclosed by law.

Project-specific confidentiality or nondisclosure agreements may supersede this section.

15. Cancellation, Suspension and Termination

Either party may request cancellation or termination of a project in writing.

The client remains responsible for payment for:

  • Work completed through the termination date

  • Approved additional work

  • Non-cancellable third-party costs

  • Other amounts already earned or committed on the client’s behalf

InnerLeaf may suspend or terminate work for nonpayment, prolonged client delays, failure to provide required materials or access, repeated material changes in scope without agreement on additional fees, abusive conduct or other circumstances that make continued performance commercially unreasonable.

16. Professional Services and Results

InnerLeaf will perform its services with reasonable professional care and in accordance with the agreed scope.

Strategic communications, marketing, consulting, event, technology and implementation services may support organizational, communications, marketing, fundraising, engagement or business objectives, but InnerLeaf does not guarantee specific outcomes, including revenue, funding, attendance, media coverage, audience growth, approvals, system performance, policy outcomes or other third-party decisions.

17. Limitation of Liability

To the fullest extent permitted by law, InnerLeaf’s liability arising from a project will not exceed the amount actually paid to InnerLeaf for the specific services giving rise to the claim.

InnerLeaf will not be liable for indirect, incidental, special, consequential or lost-profit damages arising from the services, client-provided materials, third-party platforms, vendors or decisions made by the client or other parties based on the deliverables.

18. Force Majeure

Neither party will be responsible for delays or failure to perform caused by circumstances beyond its reasonable control, including severe weather, natural disasters, widespread technology failures, government actions, illness, emergencies, labor disruptions or other force majeure events.

The parties will make reasonable efforts to adjust the project schedule when such circumstances occur.

19. Independent Contractor

InnerLeaf provides services as an independent contractor. Nothing in these terms creates an employment, partnership, joint venture or agency relationship between InnerLeaf and the client.

20. Governing Law

These Terms & Conditions and the services provided by InnerLeaf will be governed by the laws of the State of Florida, without regard to conflict-of-law principles.

21. Acceptance of Terms

A client may accept these Terms & Conditions through any of the following:

  • Signing or electronically accepting a proposal, estimate, statement of work or agreement that references these terms

  • Approving an estimate or proposal electronically

  • Paying a deposit, invoice or other project payment

  • Instructing InnerLeaf to begin work after receiving a proposal or estimate referencing these terms

  • Otherwise agreeing in writing to proceed with services

By accepting services from InnerLeaf Communications, the client acknowledges and agrees to the applicable proposal, estimate, invoice or agreement together with these Terms & Conditions.

22. Contact

Questions regarding these Terms & Conditions may be directed to:

InnerLeaf Communications

A DBA of Melanje, LLC

38439 5th Ave. #1071

Zephyrhills, FL 33542

kathleen@innerleaf.net

www.innerleaf.net