Definitions
- Agreement refers to the complete contractual arrangement between the client and our company, including the proposal, these Terms and Conditions, and any accompanying documents or attachments.
- Client Content means all materials supplied by the client for use in the project, including but not limited to text, images, graphics, data, and other content.
- Deliverables are the specific services, work products, or outputs contractually agreed to be provided by our company.
- Company Tools include all tools, technologies, fonts, frameworks, applications, software, source code, methodologies, authoring tools, systems, and inventions developed or used by our company, whether or not they are eligible for intellectual property protection. This also includes non-copyrightable elements such as site structure, architecture, navigation, layout, and functional components.
- Final Deliverables mean the completed and approved versions of the Deliverables provided to the client by our company.
- Project refers to the scope of work to be carried out as defined in the Agreement.
- Services include all development, consulting, and related services provided by our company under the Agreement.
- Third-Party Materials refer to any materials obtained from external providers, such as stock images, illustrations, libraries, or licensed assets, used within the Project.
Development Services
Our company shall deliver the development and related services strictly in accordance with the scope, milestones, and requirements outlined in the approved proposal and formal Agreement.
Proposal and Scope of Work
All proposals issued by our company remain valid for a period of thirty (30) days from the date of delivery to the client. If the proposal is not accepted within this timeframe, we reserve the right to revise, update, or withdraw the proposal and submit a revised version for approval.
Compensation
- Additional Costs: Any third-party expenses, including but not limited to hosting, licensing, subscriptions, or external services, shall be charged to the client separately from development fees.
- Expenses: All approved expenses incurred in connection with the Project will be invoiced to the client at cost.
- Fees: All professional fees and applicable taxes are payable by the client in accordance with the project plan and agreed milestones.
Payment Terms
- Invoices: All invoices are payable within five (5) days of the invoice date. Expenses and additional costs will be itemized separately.
- Payment Schedule: Payment obligations shall follow the schedule defined in the project plan and associated milestones.
Changes to Project Scope
- Change Requests: Any request to modify the scope of the Project must be submitted by the client in writing. Our company will review the request and respond within five (5) business days, outlining any impact on cost, timeline, and deliverables.
- Minor Changes: Changes assessed as minor—defined as less than twenty percent (20%) of the total project cost or deemed minor at our discretion—will be billed at our standard hourly rates. Any resulting timeline adjustments will be communicated accordingly. Such changes are not subject to previously agreed price caps or fixed totals.
- Major Changes: Changes that exceed twenty percent (20%) of the project cost or are classified as substantial will require a new or supplemental proposal. Work on such changes will not commence until the revised proposal is formally approved and signed.
- Acceptance of Proposals: The client must approve or reject any submitted proposal within fourteen (14) business days. If a proposal is not accepted within this period, our company is under no obligation to proceed with additional work.
Delays
- Client-Caused Delays: The client agrees to provide approvals, feedback, information, and materials promptly. Any delay caused by the client will result in a corresponding extension of project milestones on a day-for-day basis.
- Company-Caused Delays: If delays arise due to issues within our control, we will notify the client promptly via email.
- Third-Party or Force Majeure Delays: Delays resulting from circumstances beyond the reasonable control of either party—including but not limited to labor disputes, governmental actions, natural disasters, fire, flood, acts of God, terrorism, or war—shall not constitute a breach of contract and will result in appropriate extensions to project timelines.
Evaluation and Acceptance
- Testing: Our company will apply commercially reasonable, industry-standard testing procedures to all Deliverables prior to submission.
- Review and Approval: The client shall have seven (7) business days to accept or reject submitted Deliverables. Any rejection must include detailed written reasons. Our company will then have fourteen (14) business days to address and correct the identified issues. The client will have an additional seven (7) business days to review the revised Deliverables.
Client Responsibilities
The client agrees to cooperate in a timely and reasonable manner, including but not limited to:
- Ensuring that all provided content is suitable and compatible for inclusion in the Deliverables without requiring additional work, unless otherwise agreed.
- Verifying that all supplied content has been reviewed and proofread; any corrections required may be billed separately.
- Making decisions involving third-party providers without undue delay.
Accreditation and Promotion
- Accreditation: Unless otherwise agreed in writing, our company may include an accreditation hyperlink on completed Deliverables.
- Promotion: Our company retains the right to display Deliverables in portfolios, case studies, galleries, websites, and other media for marketing, recognition, or professional purposes.
- Promotional Approval: Neither party shall unreasonably refuse consent to public references regarding their participation in a Project. Where applicable, links to each party’s website may be included.
Confidential Information
Any information designated or reasonably understood as confidential shall be treated as such by both parties, regardless of whether it is protected by copyright or patent law. Confidential information shall not be disclosed to third parties without prior consent. Information will not be considered confidential if it was lawfully known prior to disclosure or obtained independently from an unrestricted third party.
Relationships
- Third-Party Contractors: If our company engages subcontractors or third parties to perform any Services, we remain fully responsible for the affected Deliverables.
- Non-Exclusivity: This Agreement does not establish exclusivity. Both parties remain free to engage with other clients or service providers.
- Independent Contractor: Our company operates as an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency arrangement. No party has authority to bind the other beyond the scope of this Agreement. Services provided are not considered “work made for hire” under applicable copyright laws.
Liability
All Services are provided on an “as is” basis. Our company shall not be liable for any direct or indirect losses or damages incurred by the client. Any liability, if applicable, shall be strictly limited to the total amount paid by the client under the Agreement.
Rights to Work Product
License: Upon full payment, the client is granted a perpetual, non-exclusive, worldwide license to use the Deliverables in their originally agreed form. The client may not modify, extract, or create derivative works from the Deliverables without prior written consent from our company.
Support Services
Warranty and Support: Our company may provide reasonable post-delivery support, maintenance, corrections, or updates upon request. Such services will be billed at standard hourly rates. Any warranty obligations are void if Deliverables are altered or accessed by third parties, and our company will bear no further responsibility in such cases.
Amendments
We reserve the right to revise or update these Terms and Conditions at any time. Continued use of the website or our Services constitutes acceptance of the most current version published.