Last Updated: October 1, 2026
1. Purpose
This Client Service Agreement (“Agreement”) establishes the general terms governing service relationships between 1st North Star Consulting (“1st North Star,” “we,” “us,” or “our”) and the client (“Client,” “you,” or “your”).
This Agreement is intended to support:
- One-time projects
- Custom projects
- Recurring services
- Managed virtual assistance
- Website development
- Digital marketing
- Design
- Content
- Video
- AI-assisted services
- Agency fulfillment
- Other approved digital services
Project-specific terms may be contained in a quotation, proposal, invoice, statement of work, service package, or order form.
Together, those documents form the service agreement between the parties.
2. Managed Service Relationship
The Client engages 1st North Star Consulting as the service provider.
The Client does not directly hire individual VAs, contractors, editors, designers, developers, or other production personnel unless separately agreed in writing.
1st North Star retains the right to:
- Assign work internally
- Reassign work
- Use multiple personnel
- Use subcontractors
- Use specialists
- Use software
- Use AI-assisted tools
- Use third-party systems
as reasonably necessary to fulfill the agreed project.
3. Scope of Services
The project scope will be defined by one or more of the following:
- Proposal
- Quotation
- Service description
- Order form
- Invoice
- Statement of work
- Email confirmation
- Written project brief
The scope may specify:
- Deliverables
- Schedule
- Number of revisions
- Fees
- Milestones
- Required client inputs
- Technical features
- Support period
- Service duration
Work outside the defined scope is not automatically included.
4. Additional Work
Additional work may include:
- New pages
- New designs
- Added functionality
- New integrations
- Additional content
- Additional revisions
- Increased volume
- New platforms
- New deliverables
Such work may require:
- Additional fee
- Revised quotation
- Change order
- Separate project
- Additional milestone
5. Client Cooperation
The Client agrees to cooperate reasonably.
This includes providing:
- Accurate information
- Required files
- Access credentials
- Approvals
- Feedback
- Brand assets
- Product information
- Technical details
- Content
- Necessary permissions
Failure to provide these may delay the project.
6. Client Contact
The Client should designate an authorized contact person where appropriate.
1st North Star may rely on instructions provided by that person unless notified otherwise.
7. Communication
Normal project communication may occur through:
- Support system
- Project management platform
- Online forms
- Video calls
- Other approved communication channels
Document important project decisions in writing whenever possible.
8. Client Materials
The Client represents that it has the legal right to use and provide all materials supplied for the project.
The Client grants 1st North Star a limited license to use those materials solely to fulfill the project and provide related support.
9. Confidentiality
Each party may receive confidential information from the other.
Confidential information may include:
- Business plans
- Login details
- Internal documents
- Customer information
- Pricing
- Marketing data
- Product information
- Trade secrets
- Non-public financial information
- Internal processes
Each party agrees to use reasonable care to protect confidential information.
Confidential information should be used only for legitimate project purposes.
10. Exclusions From Confidentiality
Confidentiality obligations generally do not apply to information that:
- Was already publicly available
- Becomes public without breach
- Was already lawfully known
- Is independently developed
- Is lawfully received from another source
- Must be disclosed by law
11. Team and Contractor Access
The Client acknowledges that authorized personnel may require access to project information.
This may include:
- Virtual assistants
- Designers
- Writers
- Developers
- Editors
- Marketing personnel
- Project coordinators
- Quality reviewers
- Specialized contractors
Access should be limited to what is reasonably needed to perform the project.
12. AI-Assisted Production
The Client acknowledges that certain services may involve artificial intelligence or automation.
AI may assist with:
- Drafting
- Design
- Research
- Coding
- Image generation
- Video
- Transcription
- Content repurposing
- Automation
- Data processing
AI output may require human review.
The Client should notify 1st North Star before work begins if confidential material must not be submitted to third-party AI systems.
13. Third-Party Platforms
The project may depend on third-party services, including:
- WordPress
- Hosting
- Plugins
- Themes
- APIs
- CRMs
- Email platforms
- Payment processors
- Automation tools
- AI systems
- Social platforms
1st North Star does not control third-party providers.
The Client may be responsible for maintaining required subscriptions or licenses.
14. Credentials and Access
When system access is necessary, the Client should provide the minimum level of access reasonably required.
Where practical:
- Create dedicated user accounts
- Use temporary credentials
- Use secure credential-sharing tools
- Remove access after project completion
The Client should not send sensitive credentials through insecure channels where a safer alternative exists.
15. Project Schedule
Estimated schedules may depend on:
- Client responsiveness
- Project complexity
- Third-party systems
- Required approvals
- Revision cycles
- Production availability
Schedules may change when project requirements change.
16. Client Delays
If the Client delays the project by failing to provide required materials or approvals, 1st North Star may:
- Pause the project
- Reschedule production
- Adjust deadlines
- Require reactivation
17. Project Inactivity
If the Client is unresponsive for an extended period, the project may be placed on inactive status.
Reactivation may be subject to:
- Current availability
- Updated pricing
- Reactivation fee
- Payment of outstanding balances
18. Fees
The Client agrees to pay all fees stated in the applicable quotation, invoice, service package, or agreement.
Payment structures may include:
- Upfront payment
- Deposit
- Milestones
- Monthly recurring fees
- Custom invoices
19. Deposits
Deposits may be used to reserve:
- Staff time
- Project capacity
- Planning resources
- Production scheduling
Refundability is governed by the applicable Refund & Cancellation Policy.
20. Milestone Billing
For larger projects, payment may be divided into milestones.
1st North Star may pause subsequent work until it receives the applicable milestone payment.
21. Late Payments
If an invoice becomes overdue, 1st North Star may:
- Suspend work
- Delay delivery
- Restrict access
- Pause recurring services
- Decline new work
until payment is resolved.
22. Revisions
Included revisions are limited to reasonable changes within the original project scope.
New concepts, major direction changes, added functionality, or additional deliverables may be billed separately.
23. Review and Approval
The Client is responsible for reviewing deliverables before:
- Publication
- Launch
- Advertising
- Distribution
- Commercial use
The Client should verify:
- Accuracy
- Pricing
- Contact details
- Claims
- Legal statements
- Product information
- Technical details
24. Acceptance
Deliverables may be considered accepted when:
- The Client provides written approval
- The Client publishes or uses the deliverable
- Included revisions are completed
- The review period expires without objection
25. Intellectual Property
Subject to full payment and applicable third-party restrictions, ownership of eligible custom deliverables may transfer to the Client.
26. 1st North Star Materials
1st North Star retains ownership of pre-existing materials, including:
- Templates
- Frameworks
- Processes
- Internal systems
- Libraries
- SOPs
- Workflows
- Generic code
- Business methods
unless expressly transferred.
27. Third-Party Materials
Third-party materials remain subject to their own licenses.
These may include:
- Fonts
- Plugins
- Stock media
- Themes
- Code libraries
- Music
- APIs
- SaaS tools
The Client may be responsible for continued licensing.
28. Portfolio Rights
Unless confidentiality terms prohibit it, 1st North Star may request permission to display completed non-confidential work in its portfolio.
Obtain client permission before publicly disclosing confidential projects.
29. White-Label Services
For approved agency or business partners, services may be provided on a white-label basis.
Specific white-label arrangements may address:
- Branding
- Confidentiality
- Client ownership
- Communication
- Deliverables
- Pricing
- Non-solicitation
30. Non-Solicitation
Where permitted by law and expressly agreed, the Client may be restricted from directly recruiting or hiring personnel introduced through 1st North Star for the purpose of bypassing the managed-service relationship.
Any such restriction should be specifically defined in the applicable agreement.
31. No Guaranteed Business Results
1st North Star does not guarantee:
- Revenue
- Profit
- Leads
- Rankings
- Followers
- Conversions
- Traffic
- Advertising returns
- Search placement
unless specifically stated in writing.
32. Regulated Content
The Client is responsible for obtaining appropriate qualified review for content involving:
- Legal matters
- Medical matters
- Financial matters
- Tax matters
- Investment matters
- Regulatory compliance
- Professional claims
33. Website Projects
For website projects, 1st North Star may use:
- WordPress
- Plugins
- Themes
- APIs
- Open-source software
- Custom code
- Third-party integrations
Future compatibility with every third-party update cannot be guaranteed.
34. Maintenance
Website maintenance is not automatically included after project completion unless expressly stated.
Ongoing maintenance may require a separate service arrangement.
35. Backups
Where applicable, clients should maintain their own backups of important systems and files.
If backup services are included, their scope will be identified separately.
36. Security
Reasonable security practices may be used where applicable, but no system can be guaranteed completely secure.
37. Service Suspension
Services may be suspended for:
- Nonpayment
- Abuse
- Unlawful activity
- Repeated failure to cooperate
- Security concerns
- Material breach of agreement
38. Termination
Either party may terminate an ongoing relationship according to applicable cancellation terms.
Termination does not eliminate amounts already due.
39. Refunds
Refunds are governed by the Refund & Cancellation Policy and applicable project-specific terms.
40. Limitation of Liability
To the maximum extent permitted by law, 1st North Star is not liable for indirect, incidental, consequential, special, punitive, or speculative damages.
Where liability cannot be excluded, liability may be limited to amounts paid for the specific service giving rise to the claim, where permitted by law.
41. Client Indemnification
To the extent permitted by law, the Client agrees to indemnify 1st North Star against claims resulting from:
- Unauthorized client-provided materials
- Illegal client instructions
- Client misuse of deliverables
- Client violations of law
- Client breach of this Agreement
42. Force Majeure
Neither party will be responsible for reasonable delays caused by events beyond reasonable control, including:
- Natural disasters
- War
- Government action
- Cyberattacks
- Major outages
- Telecommunications failures
- Third-party platform failures
43. Independent Service Provider
Unless otherwise expressly agreed, 1st North Star provides services as an independent business entity.
Nothing in this Agreement automatically creates:
- Employment
- Partnership
- Joint venture
- Fiduciary relationship
- Agency relationship
between the Client and individual members of our production team.
44. Governing Law
Unless otherwise agreed or prohibited by applicable law, this Agreement is governed by laws applicable to 1st North Star Consulting’s operations in the Philippines.
Mandatory rights in the Client’s jurisdiction may still apply.
45. Dispute Resolution
The parties should first attempt to resolve disputes in good faith through direct communication.
Where appropriate, disputes may proceed through:
- Negotiation
- Mediation
- Arbitration
- Court proceedings
according to applicable law and project-specific terms.
46. Electronic Acceptance
This Agreement may be accepted electronically.
Acceptance may occur through:
- Digital signature
- Typed full name
- Checkbox acceptance
- Email confirmation
- Online form
- Payment after presentation of terms
where legally valid.
47. Entire Agreement
The Client Service Agreement, together with applicable:
- Terms of Service
- Policies
- Proposal
- Quotation
- Invoice
- Statement of Work
- Order form
constitutes the agreement governing the project.
48. Amendments
Document project-specific changes in writing.
Material scope changes may require a revised quotation or change order.
49. Severability
If any provision is found unenforceable, the remaining provisions will remain effective to the extent permitted by law.
50. Contact
1st North Star Consulting
Website: 1stNorthStarConsulting.com
Business Location: Philippines
Email: 1stnorthstarconsulting@inbox360.email
Client Acceptance
For online or custom projects, you can place the following at the bottom of the agreement form:
I confirm that I have reviewed and agree to the Client Service Agreement, Terms of Service, Privacy Policy, Refund & Cancellation Policy, and any project-specific scope or quotation provided to me.
Client Full Name: ______________________
Business / Company: ______________________
Email: ______________________
Project / Service: ______________________
Date: ______________________
Electronic Acceptance:
☐ I agree