Terms and Conditions

Definitions

  • Agreement means the legally binding arrangement between the Company and the Client, including the proposal, project plan, these Terms and Conditions, and any supplementary documentation incorporated by reference.
  • Client Content refers to all materials supplied by the Client for integration into the Project, including but not limited to text, images, datasets, credentials, documentation, branding materials, and other assets.
  • Deliverables means all work outputs specifically defined in the Agreement to be created and provided by the Company.
  • Designer Tools includes all proprietary tools, methodologies, software, scripts, frameworks, source code, fonts, design systems, utilities, workflows, templates, and technical solutions developed or owned by the Company, whether patentable, copyrighted, or otherwise protected, including structural elements such as architecture, navigation logic, layouts, and system configurations.
  • Final Deliverables refers to the completed and approved versions of Deliverables provided to the Client following acceptance procedures.
  • Project means the full scope of work to be performed under the Agreement.
  • Services means all consulting, engineering, development, advisory, integration, and related professional services described in the Agreement.
  • Third-Party Materials includes any external assets or services incorporated into the Project, such as stock images, licensed software, APIs, hosting services, cloud infrastructure, or third-party libraries.

Development Services

The Company shall provide development and related services in accordance with the scope, milestones, and timeline defined in the formal proposal and Agreement.

All Services shall be delivered using commercially reasonable skill, care, and industry standards applicable to data engineering and software development.

Proposal and Scope of Work

All proposals remain valid for thirty (30) calendar days from the date of issuance. If a proposal is not accepted within this timeframe, the Company reserves the right to amend pricing, scope, timelines, or other commercial terms prior to resubmission.

Only the Services explicitly described in the accepted proposal form part of the contractual scope.

Compensation

  • Fees. The Client agrees to pay all fees specified in the Agreement, including any applicable taxes.
  • Additional Costs. Costs associated with Third-Party Materials, including hosting, licenses, data services, or external subscriptions, are billed separately unless expressly included in the proposal.

Expenses. Reasonable project-related expenses shall be charged at cost unless otherwise agreed in writing.

Payment Terms

  • Invoices. Invoices are payable within five (5) calendar days from the date of issue unless otherwise specified in the Agreement. Each invoice shall clearly itemize professional fees, reimbursable expenses, and third-party costs separately.
  • Payment Schedule. Payments shall follow the milestone structure outlined in the project plan. Failure to make payments on time may result in suspension of Services until outstanding amounts are settled.

Changes to Project Scope

  • Change Requests. Any request to modify the scope must be submitted in writing. The Company shall respond within five (5) working days outlining the impact on pricing, delivery schedule, and technical implementation.
  • Minor Changes. Adjustments representing less than twenty percent (20%) of the original project value, or otherwise deemed minor by the Company, will be billed at standard hourly rates. Any resulting schedule adjustments will be communicated accordingly.

Major Changes. Modifications exceeding twenty percent (20%) of the project value, or considered substantial in nature, require a revised or supplementary proposal. Work on such changes will not commence until formally approved.

The Client must review and approve any revised proposal within fourteen (14) working days. If not approved within this period, the Company is not obligated to proceed with additional work.

Delays

  • Delays Attributable to the Client. The Client shall provide feedback, approvals, materials, and required information promptly. Any delay caused by the Client will result in an equivalent extension of project deadlines.
  • Delays Attributable to the Company. If delays arise due to internal issues, the Company shall promptly notify the Client and propose a revised timeline.
  • Force Majeure. Neither party shall be liable for delays resulting from events beyond reasonable control, including but not limited to labor disputes, governmental actions, natural disasters, fire, flood, terrorism, or armed conflict. Project milestones shall be extended proportionally.

Evaluation and Acceptance

  • Testing. The Company shall apply commercially reasonable testing standards before submitting Deliverables.
  • Review Period. The Client has seven (7) working days to approve or reject submitted Deliverables. Rejections must include detailed written reasons. The Company shall have fourteen (14) working days to address identified deficiencies. The Client shall then have an additional seven (7) working days to review the revised Deliverable.

Failure to respond within the review period shall constitute deemed acceptance.

Client Responsibilities

The Client agrees to:

  • Provide complete, accurate, and compatible Client Content.
  • Ensure all materials supplied are legally authorized for use.
  • Review and proofread all content prior to submission.
  • Make timely decisions regarding Third-Party Materials.
  • Cooperate in good faith to avoid unnecessary delays.

Corrections resulting from Client-provided errors may incur additional charges.

Accreditation and Promotion

  • Accreditation. Unless otherwise agreed, the Company may include a discreet credit or hyperlink in Deliverables.
  • Promotional Rights. The Company may showcase Deliverables in portfolios, case studies, presentations, and marketing materials for professional purposes.

Neither party shall unreasonably withhold consent to factual references regarding participation in the Project.

Confidential Information

Both parties agree to treat non-public information disclosed during the Project as confidential, regardless of intellectual property status.

Confidential information excludes data that:

  • Is publicly available without breach;
  • Was lawfully known prior to disclosure;
  • Is independently developed;
  • Is disclosed without restriction by a third party.

Relationships of the Parties

  • Use of Subcontractors. The Company may engage qualified subcontractors while retaining full responsibility for Deliverables.
  • Non-Exclusivity. The Agreement does not create exclusivity. Both parties may work with other entities.
  • Independent Contractor Status. The Company acts as an independent contractor. Nothing in this Agreement creates employment, partnership, joint venture, or agency relationships.

No Deliverable shall be considered “work made for hire” unless explicitly agreed in writing.

Intellectual Property and License

Upon full payment, the Client receives a non-exclusive, perpetual, worldwide license to use the Final Deliverables in their agreed form.

The Client may not:

  • Modify core architectural components
  • Extract proprietary frameworks
  • Create derivative works
  • Resell internal methodologies without prior written consent.

Designer Tools remain the exclusive property of the Company.

Liability

All Services are provided on an “as available” basis without guarantees of uninterrupted operation.

To the maximum extent permitted by law:

  • The Company shall not be liable for indirect, incidental, or consequential damages.
  • Total liability shall not exceed the total fees paid for the relevant Services.

Support Services

Reasonable post-delivery support may be provided at standard hourly rates unless otherwise included in the Agreement.

Any warranty becomes void if the Deliverables are modified by unauthorized third parties. The Company assumes no responsibility for alterations made outside its control.

Amendments

The Company reserves the right to revise these Terms periodically. Continued use of the Website or Services after publication of updated Terms constitutes acceptance of those revisions.