Read this before you pay anything. It sets out what The Working is, what it is not, what "done" means, and what happens if things go sideways. Nothing is charged until this Agreement is accepted.
The most important thing in it: this is taught, not done for you. You build your application. Rachel guides you while you do.
This Agreement is entered into between Rachel Hansen, operating under Skald Corp ("Provider"), and the client identified in the acknowledgment at the end of this document ("Client"). By accepting this Agreement, both parties agree to the terms and conditions set out below.
The Working is instruction and guidance toward a launched application. We build it together: the Client drives, and the Provider guides. Provider teaches, directs, reviews the work, and unblocks the Client. Provider does not build the application on the Client's behalf.
Client is expected to do the hands-on work, with Provider's direction and support throughout. Client does not need prior development experience to begin.
Part of what is delivered is Client's own capability to maintain and extend the application after the engagement ends — not the application alone. Both parties understand that this capability is a deliberate part of the deliverable and shapes how the work is conducted.
The Working is limited to a maximum of four (4) active clients at any time.
Before the engagement begins, the parties will agree in writing what the application is and what it needs to do. That written scope is what "done" is measured against under Section 3, and what a proportionate refund is calculated against under Section 7. Email between the parties is writing for this purpose.
Scope can be changed during the engagement where both parties agree in writing. Where this Agreement and the agreed scope conflict, this Agreement governs.
The engagement is complete when the application is deployed, live on Client's own domain, and functioning as specified in the agreed scope.
The engagement does not promise, and completion is not conditioned upon, any of the following:
Client acknowledges that commercial performance of the application is outside Provider's control and is not part of what is being purchased.
The Working builds web applications and progressive web apps (PWAs). Projects in scope include content and community applications, booking and scheduling tools, directories, trackers, calculators, membership sites, and storefronts.
The following are out of scope and will not be built:
If a project is found to be out of scope after the engagement begins, Provider will notify Client in writing. The parties may agree in writing to narrow the project to something the program can deliver. If no such agreement is reached within fourteen (14) days of that notice, either party may end the engagement, and Client will receive a refund in proportion to the part of the agreed scope not yet delivered.
Because Client performs the hands-on building, this engagement depends on Client's participation. Client agrees to:
Sessions cancelled with at least 48 hours notice will be rescheduled where reasonably possible. Sessions cancelled with less than 48 hours notice, and sessions Client does not attend, are forfeited.
If Client becomes unresponsive or stops doing the agreed work, Provider will make written contact at the email on this acknowledgment. If Client does not respond within thirty (30) days of that written notice, Provider may treat the engagement as abandoned and close it. No refund is due for an abandoned engagement, and Provider's seat is released.
Client may ask, once, to resume an abandoned engagement within six (6) months of closure. Provider will accommodate this where a seat is available, and is not obliged to.
The engagement fee is $12,000 USD per engagement. This is a fixed price for the agreed scope, not a recurring charge and not an hourly rate.
Nothing is charged when Client applies. If a seat is offered, the fee is invoiced in two equal payments:
Each invoice is due within the period stated on it. Provider is not obliged to begin before the first payment is received, and the second payment is due whether or not Client chooses to continue using the application after launch.
Client may withdraw in writing at any time before the first working session for a full refund of the first payment.
After the engagement has begun, the fee is non-refundable, with three exceptions:
Once the work is complete as defined in Section 3, the fee is fully earned and no refund is available, regardless of how the application performs. No refund is due where Client disengages under Section 5.1 or is terminated for cause under Section 8.
Provider may terminate this Agreement without cause on thirty (30) days written notice, with a refund calculated as set out in Section 7.
Provider may terminate this Agreement immediately and without refund if Client engages in conduct that is abusive, harassing, threatening, or otherwise incompatible with a professional working relationship, or if Client uses the engagement to build something unlawful. Provider's determination of such conduct is final.
What Client builds is Client's. The application Client builds during The Working — its code, content, data, and branding — is Client's intellectual property in full. Provider claims no ownership of it and no licence to it, other than Client's separate written permission, if given, to reference the engagement publicly.
Provider retains ownership of the frameworks, methods, templates, teaching materials, and unpublished work Provider brings to the engagement. These are licensed to Client for Client's own use. Client may not resell, redistribute, republish, or offer them as Client's own instructional or consulting product. Nothing in this Agreement transfers ownership of Provider's existing intellectual property to Client.
Client is responsible for ensuring that content, data, and assets Client brings to the build are Client's to use.
Both parties agree to keep confidential any proprietary information, business strategies, or sensitive materials shared during the engagement. Provider will not share Client's business details, ideas, or personal information with third parties without written consent. Client agrees to the same with respect to Provider's proprietary methods, systems, and unpublished work.
Recording of sessions by either party requires the other party's written consent in advance.
Provider will bring full attention, skill, and effort to the engagement. Provider makes no guarantee of specific business outcomes, revenue results, user adoption, or the commercial viability of what Client builds. Client is responsible for the decisions Client makes about the application and for its operation after launch.
Provider's total liability under this Agreement shall not exceed the total amount paid by Client under this Agreement. Provider is not liable for indirect, incidental, or consequential damages of any kind, including lost profits, lost data, or business interruption.
In the event of a dispute arising from or related to this Agreement, both parties agree to first attempt resolution through good-faith direct communication. If direct communication does not resolve the dispute within thirty (30) days, both parties agree to submit the dispute to non-binding mediation before pursuing any legal action.
Mediation shall be conducted in Bexar County, Texas, by a mutually agreed-upon mediator. Costs of mediation shall be shared equally. If mediation fails to resolve the dispute, either party may pursue legal remedies as set out in Section 14.
This Agreement shall be governed by the laws of the State of Texas. Any disputes not resolved through mediation shall be heard in Bexar County, Texas.
This Agreement, together with the agreed scope, the Terms of Service, the Refund Policy, and the Privacy Policy, constitutes the entire agreement between the parties and supersedes any prior discussions or understandings. Where this Agreement and the Terms of Service conflict, this Agreement governs for The Working.
Modifications must be made in writing and agreed by both parties. A revised version of this Agreement does not apply to an engagement already underway unless Client accepts the revised version.
Client accepts this Agreement electronically, below. Client agrees that this electronic acceptance — the checkbox, together with Client's typed full legal name — has the same legal effect as a handwritten signature, and that Provider may record and retain the date, time, account, and browser details of that acceptance as evidence of it.
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✦ You accepted this Agreement.