Terms and Conditions

Definitions

  • Agreement – The Proposal, these Terms and Conditions, and any accompanying documentation agreed between the parties.
  • Client Content – Any materials supplied by the Client for use within the Project, including but not limited to text, images, data, branding assets, or documentation.
  • Deliverables – The specific outputs and work products described in the Agreement.
  • Company Tools – All proprietary tools, systems, source code, design frameworks, methodologies, software utilities, and technical assets created or owned by the Company, whether patentable or not.
  • Final Deliverables – The completed Deliverables provided to the Client upon fulfillment of contractual obligations.
  • Project – The scope of work agreed upon in writing between the Client and the Company.
  • Services – All development and related services described in the Proposal.

Third-Party Materials – Assets or components obtained from external providers, such as stock media, licensed software, plugins, or other third-party resources.

Development Services

The Company shall perform the Services in accordance with the scope, milestones, and specifications outlined in the accepted Proposal.

Proposal Validity

All Proposals issued by the Company remain open for acceptance for thirty (30) days from the date of submission. After this period, the Company may revise pricing, scope, or timelines before proceeding.

Fees and Charges

Additional Costs

Expenses related to third-party services, including hosting, licenses, or external software, are not included in development fees unless explicitly stated.

Project Fees

The Client agrees to pay all fees and applicable taxes as specified in the Project plan.

Reimbursable Expenses

Approved project-related expenses shall be charged at cost.

Payment Terms

Invoicing

Invoices are payable within five (5) calendar days from the date of issuance unless otherwise agreed in writing.

Payment Schedule

Payments shall be made according to the milestone structure defined in the Agreement.

Changes to Scope

Change Requests

Any modification to the agreed scope must be submitted in writing. The Company will review the request and provide written confirmation of any impact on cost or delivery schedule within five (5) working days.

Minor Adjustments

Changes representing less than twenty percent (20%) of the original project value may be invoiced at the Company’s standard hourly rates.

Significant Modifications

If requested changes exceed twenty percent (20%) of the initial project value, a revised or supplementary Proposal may be required. Work related to such changes will not commence until written approval is received.

Failure to approve a revised Proposal within fourteen (14) working days relieves the Company of any obligation to proceed with additional work.

Delays

Client-Caused Delays

The Client is expected to provide required information, materials, and approvals without undue delay. Any postponement may result in proportional extensions to the Project timeline.

Company-Caused Delays

If delays occur due to internal circumstances, the Company will notify the Client promptly.

Events Beyond Control

Neither party shall be considered in breach where delays arise from circumstances beyond reasonable control, including natural disasters, governmental actions, labor disputes, or other force majeure events. Timelines will be adjusted accordingly.

Testing and Acceptance

Deliverables will undergo reasonable internal testing prior to submission.

The Client has seven (7) working days to review and either approve or provide written feedback. Where justified concerns are identified, the Company shall address them within fourteen (14) working days, after which the Client shall have an additional review period.

Client Responsibilities

The Client agrees to:

  • Ensure that supplied materials may be lawfully used within the Project;
  • Verify and proofread all provided content;
  • Make timely decisions regarding third-party integrations or services.

Corrections required due to errors in Client-provided materials may incur additional fees.

Attribution and Portfolio Use

Unless otherwise agreed, the Company may:

  • Include a discreet credit link within Deliverables;
  • Reference completed Projects in marketing materials, portfolios, or case studies.

Neither party shall unreasonably refuse acknowledgment of their participation in a Project.

Confidential Information

Information identified as confidential shall be treated accordingly and shall not be disclosed to third parties without consent, except where disclosure is legally required.

Information already publicly available or independently obtained without restriction shall not be considered confidential.

Relationship of the Parties

The Company operates as an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency arrangement.

The Company may engage subcontractors while remaining responsible for Project completion.

Limitation of Liability

Services are provided without guarantees beyond those expressly stated in writing.

The Company’s liability, if any, shall be limited to the total amount paid by the Client for the relevant Project. The Company shall not be responsible for indirect or consequential losses.

License

Upon full payment, the Client is granted the right to use the Final Deliverables for their intended business purposes.

Ownership of Company Tools and pre-existing intellectual property remains with the Company.

Support

Post-completion support may be provided at standard hourly rates unless otherwise specified. The Company’s responsibility does not extend to modifications made by third parties without authorization.

Amendments

The Company may update these Terms from time to time. The version in effect at the time of Proposal acceptance shall apply to the relevant Project.