Effective Date: 08/11/26
- Clutch Guarantee Coverage
Service Provider participates in the Clutch Guarantee program administered by Clutch.co
(“Clutch”). Accordingly, this engagement is covered by the Clutch Guarantee and is subject to the
terms set forth in this Section. The “Clutch Guarantee” means the 14-calendar-day satisfaction
guarantee offered to the Client (“Buyer”) in accordance with the terms that are set forth in this
Section.
For the avoidance of doubt, Clutch is not a party to this agreement. Clutch is the facilitator of the
Clutch platform and the administrator of the Clutch Guarantee, does not provide the underlying
professional services, guarantee service outcomes, or assume contractual liability for
engagements between Service Provider and Buyer.
- Guarantee Period
The Guarantee Period begins on the Project Start Date and expires at 11:59 PM Eastern Time on
the fourteenth (14th) calendar day thereafter. The “Project Start Date” shall be the date of the
initial project kickoff meeting between the parties, as documented in writing. If no project kickoff
meeting is scheduled or conducted the Project Start Date shall be the date agreed to by the
parties in writing for the Service Provider to commence performance of the services. If neither a
project kickoff meeting nor a written project start date exists, the Project Start Date shall default to
the date of execution of this Agreement
- Cancellation and Refund
If the Buyer submits a written cancellation request to the Service Provider through email or other
reasonable written communication channel used by the parties during the engagement at any time
during the Guarantee Period, the Service Provider shall issue a refund equal to one hundred
percent (100%) of all Guaranteed Fees. “Guaranteed Fees” means all fees paid by Buyer to
Service Provider on or before the expiration of the Guarantee Period in connection with the project
subject to the Clutch Guarantee, including any upfront or initial project fees, but excluding
third-party costs incurred at Buyer’s direction and any fees payable by Buyer to Service Provider
under separate agreements. The refund shall be issued within fifteen (15) business days of receipt
of the cancellation request. The Buyer is not required to provide a reason for the cancellation
request. Service Provider will not condition, delay, reduce, offset or withhold the refund based on
work performed, partial completion, dissatisfaction disputes, intellectual property disputes or any
other claim arising during the Guarantee Period.
For the avoidance of doubt, the refund obligation is solely between the Service Provider and the
Buyer. Clutch is not a party to this Agreement and bears no financial obligation under the Clutch
Guarantee
- Effect of Refund
Notwithstanding any provision of this Agreement to the contrary regarding ownership of intellectual
property, work product, deliverables, or licenses, the following shall apply upon the issuance of a
refund pursuant to the Clutch Guarantee:
(a) Nothing in this Section shall transfer ownership of, or otherwise affect, the Buyer’s pre-existing
intellectual property, confidential information, data, content, materials, know-how, or other
information owned by the Buyer and provided or made available to the Service Provider in
connection with the engagement (collectively, the “Buyer Pre-Existing Materials”), all of which shall
remain the property of the Buyer.
(b) Upon issuance of the refund, Buyer shall immediately cease all using the Work Product and, at
the Service Provider’s election, destroy or return all copies of the Work Product in the Buyer’s
possession or control; provided, however, that the Buyer may retain its Buyer Pre-Existing
Materials. Buyer shall have no further right to use, reproduce, distribute, exploit, or otherwise
benefit from the Guarantee Work Product following issuance of the refund. For purposes of this
Section, “Guarantee Work Product” means all work product, deliverables, drafts, code, designs,
strategy documents, analyses, recommendations, and other materials created or delivered by the
Service Provider for Buyer during the Guarantee Period.
(c) Upon request, the Buyer shall provide written certification of compliance with this Section within
five (5) business days
- Dispute Resolution
Any dispute arising under or relating to this Clutch Guarantee clause shall be resolved as follows:
(a) Informal Dispute Resolution. The parties shall first attempt to resolve the dispute directly
between themselves. The parties may voluntarily participate in informal dispute resolution
discussions or mediation. Any such discussion or mediation shall be conducted in good faith and
shall commence within ten (10) business days of written notice of the dispute.
(b) Binding Arbitration. If the dispute is not resolved within fifteen (15) calendar days of
commencement of good faith dispute resolution discussions, the parties will submit the dispute to
binding arbitration administered by New Era ADR, Inc. Such dispute may be submitted to the New
Era portal located at http://app.neweraadr.com/. The arbitration shall be conducted in accordance
with the rules of the designated provider and shall conclude within thirty (30) calendar days of filing
the arbitration claim. The Service Provider shall bear all arbitration fees and administrative costs.
The decision of the arbitrator shall be final and binding on both parties.
(c) Disclaimer. Clutch shall not be deemed a party to any arbitration or dispute proceeding arising
under this Section or the Clutch Guarantee. In its sole discretion, and at the Buyer’s request,
Clutch may provide administrative assistance in connection with initiating an arbitration
proceeding, including facilitating initiation of an arbitration or submitting an arbitration filing
authorized by the Buyer. Any such assistance shall not cause Clutch to become a party to the
dispute or arbitration proceeding, constitute representation of either party, or alter the parties’
respective rights or obligations under this Agreement.
- Material Limitations and Disclosures
The Clutch Guarantee is subject to the following limitations:
(a) The Guarantee applies only to cancellation requests received in writing on or before the
expiration of the fourteen (14) calendar day Guarantee Period. Requests received after the
expiration of the Guarantee Period are not eligible.
(b) The Guarantee covers only the Guaranteed Fees. It does not cover fees for services rendered
outside the scope of this Agreement, third-party costs incurred at the Buyer’s direction, or fees
paid under separate agreements.
(c) The refund obligation is the sole responsibility of the Service Provider. Clutch does not
guarantee, underwrite, or otherwise assume financial responsibility for any refund under this
clause.
(d) Exercise of the Guarantee is contingent upon the Buyer’s compliance with the Intellectual
Property Reversion provisions set forth in Section 4 above.
(e) The Clutch Guarantee is intended to support good-faith business engagements only, and may
be suspended, denied or deemed unavailable in cases involving fraud, unlawful conduct, bad-faith
activity or repeated abusive cancellation practices by Buyer