TERMS AND CONDITIONS

Definitions

  • Agreement: The proposal, contract, terms and conditions, and any supporting documents forming the agreement between our company and the client.
  • Client Content: Any information, files, text, graphics, images, or other materials supplied by the client for use within the project.
  • Deliverables: The services, work products, and materials our company is required to provide under the agreement.
  • Company Tools: Any software, frameworks, source code, applications, systems, templates, fonts, utilities, inventions, or technical resources developed or used by our company. This also includes website layouts, navigation systems, architecture, and functional components.
  • Final Deliverables: The completed and approved version of the deliverables supplied to the client.
  • Project: The work to be performed under the agreement entered into by the client and our company.
  • Services: All services provided in accordance with the approved proposal and agreement.
  • Third Party Materials: Any materials obtained from external sources and incorporated into the project, including stock imagery, illustrations, plugins, or similar resources.

Development Services

Our company shall perform development services as described within the proposal and agreement in accordance with the approved milestones and project schedule.

Proposal / Scope of Work

Proposals remain valid for a period of 30 days from the date the client receives them. If acceptance is not received during this period, our company may revise the proposal and issue an updated version for approval.

Compensation

  • Additional Costs: Expenses associated with third-party products or services, including hosting and licensing, shall be invoiced separately from development fees.
  • Expenses: Project-related expenses shall be charged to the client at cost.
  • Fees: The client shall pay all agreed fees and applicable taxes according to the project plan.

Payment

  • Invoices: Invoices must be paid within 5 days of receipt. Any expenses or additional charges shall be itemized separately.
  • Payment Schedule: Payments shall be made according to the milestones and payment structure outlined within the project documentation.

Changes to Project Scope

  • Change Requests: The client shall submit any requested project changes in writing with sufficient detail. Within 5 working days, our company shall provide a response outlining any impact on costs, timelines, or project requirements.
  • Minor Changes: Changes valued at less than 20% of the project cost or otherwise considered minor shall be billed at standard hourly rates. Any schedule adjustments shall be communicated to the client. Additional fees shall not be restricted by previously agreed estimates or pricing limits.
  • Major Changes: Changes exceeding 20% of the project value or considered significant by our company shall require a revised or additional proposal. Work relating to such changes shall not commence until the proposal has been approved and signed.
  • Acceptance of Proposals: The client shall approve any submitted proposal within 14 working days. If approval is not received, our company shall not be obligated to proceed with additional work.

Delays

  • Client Delays: The client shall provide approvals, information, materials, and other project requirements without unnecessary delay. Any resulting delay may extend future milestones on a day-for-day basis.
  • Delays by Our Company: If delays arise due to circumstances within our control, we shall notify the client promptly via email.
  • Delays Beyond Control: Events outside the control of either party shall not constitute a breach of contract. Such events include, but are not limited to, labor disputes, government actions, natural disasters, fire, flooding, terrorism, or war. Any affected milestones may be extended accordingly.

Evaluation and Acceptance

  • Testing: Before submission, deliverables shall be tested using commercially reasonable methods and generally accepted industry practices.
  • Approval Periods: The client shall have 7 working days to review submitted deliverables and either approve or reject them. Rejections must include written details explaining the issues. Our company shall then have 14 working days to address those issues. Following resubmission, the client shall have an additional 7 working days for review.

Client Responsibilities

The client agrees to act reasonably and promptly throughout the project, including:

 

  • Providing materials that can be used within the deliverables without additional work unless otherwise agreed.
  • Reviewing and proofreading all supplied content before submission. Any requested corrections may incur additional charges.
  • Making decisions regarding third-party services or providers in a timely manner.

Accreditation and Promotion

  • Accreditation: Unless otherwise agreed in the original proposal, our company may place an accreditation hyperlink within project pages.
  • Promotion: Our company may display deliverables within portfolios, websites, galleries, presentations, or other media for promotional or professional purposes.
  • Promotional Approval: Neither party shall unreasonably refuse permission to reference their involvement in a project. Links to the relevant website may be included where appropriate.

Confidential Information

Information identified as confidential by either party shall be treated as confidential by both parties, regardless of whether it is protected by copyright, patent, or other intellectual property rights. Such information shall not be disclosed to third parties. Information shall not be considered confidential if it was already known to the receiving party or obtained from a third party without restrictions.

Relationships

  • Agents: Where third-party contractors are engaged to assist with agreed services, our company shall remain responsible for the affected deliverables.
  • Exclusivity: Neither party is required to work exclusively with the other. Both parties remain free to engage with other companies, contractors, or service providers.
  • Independent Contractor: Our company operates as an independent contractor and determines how project work is carried out. Nothing within the agreement creates an employment relationship, partnership, or joint venture. Neither party may bind or act on behalf of the other except as expressly agreed. Work completed by our company shall not be treated as “work for hire” under copyright legislation.

Liability

All services are provided on an “as is” basis. Our company shall not be liable for losses, damages, or claims arising from the use of our services. Any liability shall be limited to the amount paid by the client under the agreement.

Rights for Work Produced

License: The client is granted a perpetual, worldwide, non-exclusive license to use the deliverables in the form originally agreed. The client may not alter, extract, or create derivative works from the deliverables without prior authorization from our company.

Support Services

Warranty Periods: Reasonable support required to maintain, update, or correct deliverables may be provided by our company and billed at standard hourly rates. Any warranty shall become invalid if deliverables are modified or interfered with by another party, and our company shall have no further responsibility in relation to such work.

Our company reserves the right to amend these Terms and Conditions at any time. Continued use of our website or services shall be considered acceptance of any revised version.