Terms of Service
Last Updated: November 6, 2025
Important: This is a template document and must be reviewed and customized by a qualified attorney before publication. It should reflect your actual business practices and comply with applicable laws in New York and other relevant jurisdictions.
These Terms of Service ("Terms") govern your access to and use of the services provided by XopherFarrell, a business operated by Christopher Farrell ("XopherFarrell," "we," "us," or "our").
By engaging our services or accessing our website at xopherfarrell.com, you agree to be bound by these Terms. If you do not agree with these Terms, please do not use our services or website.
1. Services Provided
XopherFarrell provides fractional Chief Marketing Officer (CMO) services, marketing consultation, strategic planning, and related professional services to businesses, primarily in the B2B and B2B2C manufacturing sectors.
Our services may include, but are not limited to:
Marketing strategy development and implementation
Brand development and positioning
Campaign planning and execution
Creative direction and oversight
Marketing team leadership and coordination
Coordination of third-party marketing service providers
Marketing performance analysis and optimization
2. Service Engagement and Agreements
Specific services will be defined in individual service agreements, statements of work, or proposals ("Service Agreements") executed between XopherFarrell and the client. These Terms supplement and are incorporated into all Service Agreements.
In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail with respect to the specific services covered by that agreement.
3. Fees and Payment Terms
Fee Structure
Our services may be provided under one or more of the following fee structures:
Monthly Retainer: Fixed monthly fee for defined fractional CMO services and time allocation as specified in the Service Agreement.
Project-Based Fees: Fixed fees for specific projects or deliverables with defined scope and timelines.
Additional Coordination Time: Hourly or time-based fees for coordination of third-party services that exceed the scope of the retainer or project agreement.
Pass-Through Expenses: Direct costs for third-party services coordinated on your behalf, billed at cost with no markup.
Deposits
An upfront deposit may be required before commencement of services. The deposit amount and terms will be specified in your Service Agreement. Deposits are applied toward your final invoice unless otherwise stated.
Invoicing and Payment
Invoices are issued according to the schedule specified in your Service Agreement (typically monthly for retainer services). Payment is due within the timeframe specified on the invoice, generally within 15-30 days of invoice date.
Late payments may be subject to interest charges at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance.
Pass-Through Expenses
Third-party services coordinated on your behalf will be billed at cost with no markup. These may include:
Data management and research services
List acquisition and data services
Freelance creative services (design, copywriting, etc.)
Photography and videography
Printing and production services
Media placement and advertising costs
Other third-party marketing services as agreed
You will be informed of anticipated pass-through expenses and will approve significant expenses before they are incurred, unless otherwise agreed in your Service Agreement.
4. Client Responsibilities
To ensure successful delivery of services, clients agree to:
Provide timely access to necessary information, materials, and personnel
Respond to requests for feedback and approvals within reasonable timeframes
Ensure payment of invoices according to agreed terms
Maintain clear communication regarding goals, priorities, and changes in scope
Comply with all applicable laws and regulations in their use of deliverables
Provide accurate information about their business, products, and target markets
5. Intellectual Property
Client Materials
You retain all rights to materials, information, and intellectual property you provide to us. You grant us a license to use these materials solely for the purpose of providing services to you.
Work Product
Upon full payment of all fees, you will own the final deliverables specifically created for you as part of the agreed scope of work. This includes marketing strategies, creative concepts, and campaign materials developed specifically for your business.
We retain ownership of our general methodologies, processes, tools, templates, and any pre-existing intellectual property used in delivering services to you.
Third-Party Materials
Any third-party materials (stock photography, fonts, software, etc.) incorporated into deliverables are subject to the licensing terms of their respective owners. You are responsible for obtaining appropriate licenses for continued use of such materials.
6. Confidentiality
We will maintain the confidentiality of your proprietary information and will not disclose it to third parties without your consent, except as necessary to provide services or as required by law.
This obligation does not apply to information that:
Is publicly available through no breach of this agreement
Was rightfully in our possession before disclosure by you
Is independently developed by us without use of your confidential information
Is required to be disclosed by law or court order
7. Term and Termination
Term
Service engagements begin on the effective date specified in the Service Agreement and continue for the duration specified therein.
Termination
Either party may terminate a service engagement with written notice as specified in the Service Agreement (typically 30 days for retainer services).
Upon termination:
Client is responsible for payment of all fees for services rendered through the termination date
Client is responsible for all pass-through expenses incurred on their behalf
We will provide work product completed through the termination date upon receipt of full payment
Deposits and prepaid retainers are subject to the Refund Policy
Termination for Cause
Either party may terminate immediately if the other party materially breaches these Terms or the Service Agreement and fails to cure the breach within 15 days of written notice.
8. Limitation of Liability
To the maximum extent permitted by law, XopherFarrell's total liability for any claims arising from or related to our services shall not exceed the total fees paid by the client for services during the six months preceding the claim.
We are not liable for:
Indirect, incidental, consequential, or punitive damages
Loss of profits, revenue, data, or business opportunities
Results or outcomes of marketing campaigns or strategies
Actions or performance of third-party service providers
Client's use or implementation of deliverables contrary to our recommendations
9. Professional Services Disclaimer
Marketing and business consulting services involve professional judgment, creativity, and strategy. While we bring extensive experience and proven methodologies to every engagement, we cannot guarantee specific business results, sales increases, or return on investment.
Marketing success depends on many factors outside our control, including market conditions, competitive landscape, client execution, product quality, and timing. Our recommendations are based on industry best practices and our professional experience, but outcomes may vary.
10. Independent Contractor Relationship
XopherFarrell operates as an independent contractor. Nothing in these Terms or any Service Agreement creates an employment, partnership, joint venture, or agency relationship between XopherFarrell and the client.
11. Dispute Resolution
In the event of any dispute arising from these Terms or any Service Agreement, the parties agree to first attempt to resolve the matter through good faith negotiation.
If negotiation does not resolve the dispute within 30 days, the parties agree to attempt mediation before pursuing litigation. Any litigation shall be conducted in the state and federal courts located in [County], New York, and both parties consent to the jurisdiction of such courts.
12. Governing Law
These Terms and all Service Agreements shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.
13. Changes to Terms
We reserve the right to modify these Terms at any time. Changes will be posted on our website with an updated "Last Updated" date. Continued use of our services after changes constitutes acceptance of the modified Terms.
Changes to Terms will not affect existing Service Agreements unless both parties agree in writing to the modifications.
14. Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining Terms remain in full force and effect.
15. Entire Agreement
These Terms, together with any Service Agreements and our Privacy Policy and Refund Policy, constitute the entire agreement between you and XopherFarrell regarding the use of our services.
Questions About These Terms?
If you have questions about these Terms of Service, please contact us:
XopherFarrell
Christopher Farrell
Email: [email protected]
Phone: 484.788.9166
Website: xopherfarrell.com
