TERMS AND CONDITIONS

Key Definitions

For clarity within this Agreement:

  • Agreement – The binding contract formed by the proposal, these Terms, and all related documents.
  • Client Materials – Any content, files, media, or data supplied by the client for use in the Project.
  • Deliverables – The agreed work products defined in the contract.
  • Company Intellectual Property – All proprietary software, tools, frameworks, design structures, layouts, code, and methodologies created or owned by us, whether registered or unregistered.
  • Final Deliverables – The completed and approved version of Deliverables provided to the client.
  • Project – The scope of work described in the accepted proposal.
  • Services – All services provided under the Agreement.
  • Third-Party Assets – External materials such as licensed images, software, or other resources integrated into the Project.

Provision of Services

Services will be delivered according to the milestones and scope outlined in the approved proposal. Work outside the agreed scope is not included unless formally approved in writing.

Proposal Validity

Quotations and proposals remain open for acceptance for thirty (30) days from issuance. After this period, we may revise pricing, scope, or timelines before resubmission.

Financial Terms

  • Fees. Client agrees to pay all fees specified in the project documentation, including applicable taxes.
  • Third-Party Costs. Expenses related to hosting, licensing, or external services are invoiced separately.
  • Expenses. Approved project-related expenses are billed at actual cost.

Payment Conditions

Invoices are payable within five (5) days of issuance unless otherwise agreed in writing. Payment installments follow the milestone structure outlined in the project plan. Failure to pay may result in suspension of services.

Scope Adjustments

  • Written Change Requests. All modification requests must be submitted in writing. Within five (5) business days, we will outline the financial and scheduling implications.
  • Minor Modifications. Adjustments representing less than 20% of the total project cost may be billed at standard hourly rates. Any schedule impact will be communicated. Cost caps previously discussed do not limit additional approved work.
  • Substantial Changes. If modifications exceed 20% of the project value or significantly alter the scope, a revised proposal is required. Work will not proceed until approval is received.
  • Proposal Acceptance. Clients must approve proposals within fourteen (14) working days. Absent approval, we are not obligated to continue additional work.

Delays

  • Client-Related Delays. Failure to provide approvals, materials, or decisions on time will extend project deadlines proportionally.
  • Company-Related Delays. If delays arise due to internal factors, we will notify the client promptly.
  • Events Beyond Control. Circumstances beyond either party’s control, including governmental actions, natural disasters, labor disputes, war, or similar events, will not constitute a breach and will extend deadlines accordingly.

Testing and Acceptance

Deliverables are tested using commercially reasonable industry standards prior to submission. The client has seven (7) working days to approve or reject Deliverables in writing. If rejected, specific reasons must be provided. We will have fourteen (14) working days to address valid issues. A further seven (7) days will be granted for review of revisions.

Client Obligations

The client agrees to:

  • Provide lawful and properly formatted materials
  • Ensure submitted content is proofread and accurate
  • Make timely decisions concerning third-party vendors
  • Cooperate in good faith throughout the Project

Correction of client-supplied errors may incur additional charges.

Attribution and Portfolio Rights

Unless otherwise agreed, we may include a credit link on project pages.

We may display Deliverables in portfolios or promotional materials. Neither party shall unreasonably refuse acknowledgment of participation in the Project.

Confidentiality

Information identified as confidential must be treated accordingly, regardless of intellectual property status. Confidential information may not be disclosed unless already publicly available or lawfully obtained without restriction.

Relationship of the Parties

We act as an independent contractor. Nothing in this Agreement establishes employment, partnership, joint venture, or agency. Services provided are not “work for hire” unless explicitly stated in writing.

Use of subcontractors does not transfer responsibility; we remain accountable for Deliverables.

Limitation of Liability

Services are provided without warranties except as expressly stated. Our total liability for any claim is limited to the total amount paid by the client under the Agreement. We are not liable for indirect or consequential damages.

Usage Rights

Upon full payment, the client receives a perpetual, non-exclusive, worldwide license to use the Final Deliverables in the originally agreed format.

Modification, extraction, or derivative use requires prior written consent.

All Company Intellectual Property remains our sole property.

Support

Post-delivery maintenance or updates are billed at standard hourly rates unless otherwise agreed. Warranty becomes void if the Deliverables are altered by unauthorized third parties.

We reserve the right to revise these Terms at our discretion. Continued use of our services or website following publication of changes constitutes acceptance.