These Terms of Service are a binding agreement between you and SourceFlow. By using our website, forms, quotes, invoices, or services, you agree to these Terms.

1. Who we are and how to contact us

SourceFlow provides sourcing, product development, prototyping, branding, advertising support, web design and build, and CAD and design services for founders and brands. Contact legal matters at legal@sourceflowq.com

 and privacy matters at privacy@sourceflowq.com

2. How these Terms work

2.1 Order of precedence. Each project will reference a written estimate or quote, a statement of work, and these Terms. If there is a conflict, the statement of work controls, then these Terms, then the estimate or quote.

2.2 Changes to Terms. We may update these Terms. We will post the new date and, for material changes, give reasonable notice before they take effect. Continued use after the effective date means acceptance of the new Terms. 

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2.3 Independent contractor. We provide services as an independent contractor, not as your employee, partner, agent, or fiduciary.

3. Scope of services

3.1 Core services. Sourcing and supplier search, cost benchmarking, sample and prototype coordination, quality control and audits, branding and design, advertising support and ad account setup, website design and build on third party platforms, and CAD and design services.

3.2 Tiers and add ons. Services may be sold by tier or as add ons, including Prototype Fast Track, VIP retainer, rush services, and quality control or audit packages.

3.3 Third party platforms. We often work in third party tools such as Typeform, Zoho, Dorik, Google, Meta, and others. You authorize us to access and configure these tools for your project. We are not responsible for their availability or changes. 

4. Your responsibilities

4.1 Access and inputs. You will provide timely access to accounts, content, approvals, and subject matter experts. You confirm that anything you supply, including text, images, logos, CAD, and specifications, is accurate and you have the right to use it.

4.2 Approvals and sign off. Your written approval by email or signature authorizes us to proceed and indicates acceptance of that phase. After acceptance, further changes are treated as change orders with additional time and fees.

4.3 Compliance. You are responsible for your product and business compliance, including safety, labeling, trademark, patent, advertising, privacy, and industry rules. We can assist, but we do not give legal advice.

5. Estimating, change orders, and schedule

5.1 Estimates. Estimates are based on the information available. Quotes are valid for a limited period stated on the quote. Currency moves, supplier changes, and scope changes may require a revised quote.

5.2 Changes. Work outside the statement of work requires a written change order and may affect price and schedule.

5.3 Schedule. Dates are targets. Delays can result from supplier response times, shipping and customs, design iterations, regulatory reviews, platform outages, and force majeure.

6. Fees, retainers, expenses, and taxes

6.1 Deposit and milestone billing. We may require an upfront deposit and milestone payments. Retainers are billed in advance and renew monthly unless canceled in writing before the renewal date.

6.2 Rush fee. Rush services typically carry a surcharge of twenty to thirty percent.

6.3 Out of pocket costs. You will reimburse reasonable travel, shipping, lab testing, filing fees, and similar direct costs with receipts.

6.4 Ad spend. Media spend is paid directly by you to the ad platforms in your own accounts. We cannot and do not guarantee results. Platform policies and results are outside our control. 

6.5 Payment terms. Chargebacks or payment disputes without prior notice are a material breach and may result in suspension of services.

6.6 Taxes. Fees exclude taxes. You are responsible for sales, use, value added, or similar taxes, except for taxes on our income.

7. Sourcing, supplier relations, and noncircumvention

7.1 Introductions. We may introduce you to suppliers, factories, inspectors, or logistics partners. You agree to communicate through us for all contacts we introduce during the project.

7.2 Noncircumvention. You agree not to bypass SourceFlow to work directly with any contact we introduce for twenty four months after our last engagement on the relevant project, unless we consent in writing or are compensated per a separate fee schedule. This is a standard protection in sourcing agreements. 

7.3 No guarantee of supplier performance. We vet and recommend in good faith, but we do not control third parties. We do not guarantee their pricing, timetables, quality, or performance. 

7.4 Quality control and audits. Inspections and audits reduce risk but do not guarantee that all nonconformities will be detected, since they use sampling and rely on on site observations. 

7.5 Trade terms, customs, and duties. International trade carries risks. You are responsible for choosing Incoterms, carrying insurance, and paying duties, taxes, and customs charges unless stated otherwise in the statement of work.

7.6 Currency and banking. Supplier quotes may change with currency moves and bank fees. You are responsible for your bank charges and any intermediary bank deductions.

8. Prototypes, samples, and preproduction items

8.1 Evaluation only. Prototypes, mockups, renders, and engineering samples are provided for evaluation, fit, and form. They are not certified for end use or resale and are provided as is, with no warranty of fitness for a particular purpose.

8.2 Safety testing and certification. You are responsible for arranging required safety tests, certifications, and product registrations before any sale or distribution.

9. Web design, content, and accessibility

9.1 Platforms and uptime. We build on third party platforms. We do not control their features or availability and do not guarantee uptime. 

9.2 Content responsibility. You are responsible for all content you supply, including legal clearances and accuracy. We can assist with copy and assets, but final responsibility remains with you.

9.3 Accessibility. Unless specifically included in scope, we do not promise legal compliance with the Americans with Disabilities Act or other laws. When accessibility is in scope, we measure work against WCAG guidelines. Conformance with WCAG does not guarantee compliance with all laws, and rules change over time. 

10. Branding, trademarks, and clearances

10.1 Trademark searches and filings. We can assist or refer professionals, but we do not provide legal clearance or filings unless stated in scope. You approve final names, logos, and packaging with full responsibility for legal clearance.

10.2 Stock assets and fonts. If deliverables use stock images, icons, footage, fonts, or code, licenses will be in your name or sublicensed as permitted. Some licenses require ongoing fees or attribution.

11. Ads management

11.1 Account ownership. Ad accounts stay in your name. You grant us access. You fund platform spend directly. We may recommend budgets and settings, but you control the final spend.

11.2 Performance and policies. We do not guarantee impressions, clicks, conversions, revenue, or return on ad spend, and we do not control platform enforcement of policies. 

12. CAD, engineering, and technical work

12.1 Scope. Our CAD and design services support product design, enclosure design, and documentation. Unless your statement of work says otherwise, we do not provide stamped professional engineering or architectural services.

12.2 Reliance and constraints. We may rely on specifications, prior art, vendor data sheets, and standard references. We are not responsible for the performance of components supplied by others or for contractor means and methods. 

12.3 No professional engineering unless stated. If a licensed professional service is required, it must be scoped and signed by an appropriately licensed party. 

Wolters Kluwer

12.4 Fitness for production. CAD and prototypes are starting points. Production designs require validation, tolerance analysis, DFM reviews, and certification. You are responsible for final validation and compliance before production.

13. Intellectual property and portfolio

13.1 Your materials. You retain ownership of materials you supply. You grant SourceFlow a limited license to use them to perform the services.

13.2 Our background IP. We retain ownership of our tools, methods, and pre existing materials, including design frameworks, code snippets, and internal libraries. We grant you a license to use those items only as part of your deliverables.

13.3 Work product transfer. Upon full payment, you receive the rights described in the statement of work, which may be a transfer or a license. We may reserve rights to case study references and portfolio display, unless your contract or an NDA prohibits it. This structure follows well known design agreements in the industry. 

13.4 Third party materials. Deliverables may include third party assets that carry their own licenses and limits. Those licenses will control their use.

14. Confidentiality

Each party will keep the other party’s confidential information secret and use it only to perform the project. If we sign a separate NDA, it will supplement this section.

15. Publicity and credits

Unless your contract or NDA says otherwise, we may list your company name and non confidential project facts in our portfolio and proposals. If you prefer not to appear, tell us in writing and we will remove you from future marketing.

16. Warranties and disclaimers

16.1 Mutual. Each party warrants that it has the right to enter this agreement.

16.2 Service warranty. We will perform services with reasonable skill and care. Your sole and exclusive remedy for a breach of this warranty is re performance of the services or a refund of the portion of fees paid for the non conforming services.

16.3 General disclaimer. Except as stated in this section, services and deliverables are provided as is. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non infringement. This disclaimer is consistent with common terms used in advertising and prototyping agreements. 

17. Indemnification

17.1 By you. You will defend and indemnify SourceFlow and its personnel from claims, losses, and costs arising from your content, products, ad accounts, platforms, regulatory noncompliance, or your breach of these Terms.

17.2 By us. We will defend and indemnify you from third party claims that our unmodified work product, as delivered and paid for, infringes a third party intellectual property right, except to the extent the claim arises from your materials, instructions, modifications, combinations, or use outside the scope.

17.3 Procedure. The indemnified party must notify the other party promptly and allow control of the defense and settlement. The indemnifying party may not settle a claim that admits fault or imposes obligations without consent.

18. Limitation of liability

To the fullest extent allowed by law, neither party is liable for lost profits, revenue, goodwill, or indirect or consequential damages. Our total liability for all claims in the aggregate is limited to the amount you paid to us for the services giving rise to the claim during the three months before the event. Some jurisdictions do not allow these limits, so they may not apply.

19. Term, suspension, and termination

19.1 Term. The agreement begins when you accept the estimate or statement of work and continues until the project is complete, unless terminated earlier.

19.2 Suspension. We may suspend work for nonpayment, chargebacks, lack of approvals, or legal concerns.

19.3 Termination for convenience. Either party may terminate a statement of work for convenience with written notice. You will pay for all work performed and committed costs through the effective date.

19.4 Termination for breach. Either party may terminate for material breach if the other party does not cure within ten days of written notice.

19.5 Effect of termination. Upon termination and full payment of amounts due, we will deliver any in progress work as is. Sections that by their nature survive will continue, including fees due, confidentiality, IP, indemnities, limits of liability, noncircumvention, and dispute resolution.

20. Non solicitation

For the duration of a project and for twelve months after, you will not solicit for employment any person we assigned to your project without our consent. General recruiting is permitted.

21. Anti bribery and export control

You will comply with anti bribery laws, sanctions, and export control laws that apply to your use of our services and your products.

22. Dispute resolution, governing law, and venue

These Terms are governed by the laws of the State of Minnesota without regard to conflicts rules. The parties consent to exclusive jurisdiction and venue in state or federal courts located in Ramsey County, Minnesota. Each party waives trial by jury to the extent allowed by law.

23. Force majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, epidemics, war, labor actions, government actions, platform outages, and supplier or logistics disruptions. Performance is excused for the period of the event.

24. Notices

Legal notices must be sent by email to legal@sourceflowq.com

 and followed by a copy to the address stated on our invoice, or as updated in writing by either party.

25. Entire agreement

These Terms together with the statement of work and any incorporated documents are the entire agreement for the services described. They supersede all prior discussions. No waiver is effective unless in writing. If any part is unenforceable, the rest remains in effect.

Service specific schedules

A. VIP retainer

A1 Scope. Priority access, faster response, and a set number of included hours or deliverables per month.

A2 Carryover. Unused hours do not roll over unless the retainer states otherwise.

A3 Overages. Work beyond the included amount is billed at the retainer overage rate.

B. Prototype Fast Track

B1 Priority. We prioritize scheduling and supplier requests. We cannot guarantee specific ship or delivery dates because they depend on suppliers and logistics. 

Minot

B2 Materials and finish. Fast track work may use substitute materials or simplified processes to hit timelines. These items are for evaluation and are provided as is. 

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C. Quality control and audit

C1 Scope. We can arrange pre production and pre shipment inspections, factory audits, and corrective action follow up.

C2 Sampling. Inspections rely on sampling plans and on site observations. They reduce risk but cannot guarantee that all defects will be found. 

Law Insider

D. Branding and design deliverables

D1 Ownership and license. Ownership and license terms will be stated in the statement of work. Portfolio and credit practices follow widely used design contracts. 

AIGA

D2 Legal clearance. Trademark and trade dress clearance, patent searches, and filings are out of scope unless expressly included.

E. Web design and development

E1 Platform choice. We design and build in platforms such as Webflow, Framer, or Dorik. Platform features and uptime are outside our control. 

Google Ad Manager

E2 Accessibility. If accessibility is included in scope, work is measured against WCAG guidelines, which are widely recognized. Compliance with all laws is not guaranteed solely by WCAG conforman.

E3 SEO and analytics. We can set up standard analytics and on page basics, but search engine rankings depend on third party algorithms and competitive conditions.

F. Ads management

F1 Results. We do not guarantee results, approvals, or delivery, and platforms may change rules or suspend accounts. These limits are consistent with ad network terms. 

F2 Compliance. You are responsible for your product claims and compliance. We follow platform policies and will advise if content appears non compliant.