Definitions
- Agreement: Any contract, proposal, terms, conditions, and accompanying documentation mutually accepted between the Client and the Company.
- Client Content: Materials provided by the Client for use in the Project, including but not limited to text, images, documents, or media.
- Deliverables: The work or services specifically defined in the Agreement to be delivered by the Company.
- Development Tools: All tools, frameworks, software, source code, templates, applications, and any proprietary technology created or used by the Company, including non-copyrightable elements such as architecture, layout, navigation, and functionality.
- Final Deliverables: The completed version of all deliverables provided to the Client.
- Project: Any work or services to be carried out according to the Agreement between the Client and the Company.
- Services: All development, consulting, or support services delivered by the Company as part of the Agreement.
- Third-Party Materials: Assets such as stock images, illustrations, or other components supplied by external providers and used in the Project.
Development Services
The Company shall deliver all services in accordance with the milestones and specifications outlined in the formal Agreement or proposal.
Proposal / Scope of Work
All proposals issued by the Company remain valid for 30 days from delivery to the Client. After this period, the Company reserves the right to amend and resubmit the proposal for approval.
Compensation
- Additional Costs: Expenses arising from third-party services, such as hosting, licensing, or platform fees, will be billed separately.
- Expenses: Any approved costs incurred during the project will be invoiced at actual cost.
- Fees: All fees, including applicable taxes, must be paid according to the payment terms defined in the Project plan.
Payment
- Invoices: Payment is due within 5 days of invoice receipt. Expenses and additional costs will be itemized separately.
- Payment Schedule: Payments shall follow the timeline and milestones specified in the Project plan.
Changes to Project Scope
- Change Requests: Any requested modifications must be communicated in writing by the Client. The Company will respond within 5 business days, outlining additional costs, revised schedules, or changes to deliverables.
- Minor Changes: Adjustments representing less than 20% of the project cost, or deemed minor by the Company, will be billed at standard hourly rates. Schedule adjustments will be communicated, and costs are not capped by previously agreed limits.
- Major Changes: Modifications exceeding 20% of project cost, or considered major, require a revised proposal. Work will not proceed until the proposal is formally approved and signed.
- Proposal Acceptance: The Client must approve proposals within 14 business days. Failure to approve releases the Company from obligations to perform additional work.
Delays
- Delays by the Client: The Client is expected to provide timely approvals, information, and materials. Any delay will result in a corresponding extension of subsequent project milestones.
- Delays by the Company: The Company will notify the Client immediately if internal delays occur.
- Delays by Others: Delays caused by circumstances beyond the control of either party (e.g., labor disputes, government actions, natural disasters, or force majeure events) are not considered breaches and will extend project timelines day-for-day.
Evaluation and Acceptance
- Testing: Deliverables will undergo standard industry testing to ensure quality prior to submission.
- Approval Periods: The Client has 7 business days to accept or reject deliverables. Rejections must include detailed written feedback. The Company will then have 14 business days to correct issues. Following corrections, the Client has 7 additional days to review revised deliverables.
Client Responsibilities
The Client agrees to act in a reasonable and timely manner, including:
- Ensuring all content provided is ready for integration without requiring additional work unless agreed otherwise.
- Proofreading and checking all materials; corrections by the Company will incur additional charges.
- Making timely decisions regarding third-party vendors or approvals.
Accreditation and Promotion
- Accreditation: The Company may place a credit hyperlink on project pages unless otherwise agreed in the proposal.
- Promotion: Deliverables may be used for portfolio, marketing, or professional recognition purposes.
- Approval: Neither party will unreasonably withhold consent to reference their participation in a project. Links to the other party’s website should be provided when applicable.
Confidential Information
Information considered confidential, whether copyrighted or not, must not be disclosed to third parties without consent. This obligation does not apply if information is already publicly known or obtained without restriction from a third party.
Relationships
- Agents: The Company may use third-party contractors but remains fully responsible for all deliverables.
- Exclusivity: Neither party is required to work exclusively with the other.
- Independent Contractor: The Company operates as an independent contractor. No employment, partnership, or joint venture is created by the Agreement. Work performed is not considered “work for hire” under copyright law.
Liability
All services are provided “as is.” The Company is not liable for indirect or consequential damages. The maximum liability is limited to fees paid by the Client.
Rights for Work Produced
License: The Client receives a non-exclusive, worldwide, perpetual license to use deliverables in the agreed form. Modifications, extraction, or derivative works require written permission from the Company.
Support Services
Warranty: The Company provides reasonable support for maintaining, correcting, or updating deliverables, billed at standard rates. Warranty is void if third parties alter deliverables.
Amendments
The Company may update these Terms and Conditions at any time. Continued use of the website or services indicates acceptance of any updates.