Definitions
- Agreement: The full set of documents governing cooperation between the Client and the Company, including proposals, these Terms and Conditions, and any related attachments or agreed materials.
- Client Content: Any materials, information, or assets supplied by the Client for inclusion in the Project, including text, graphics, media, or documentation.
- Deliverables: The specific outputs, work results, or services that the Company is obligated to provide under the Agreement.
- Company Tools: All tools, systems, code, software, frameworks, and technical solutions created or used by the Company, including elements such as structure, layout, navigation, architecture, and functionality, whether protected by intellectual property rights or not.
- Final Deliverables: The completed and approved version of all Deliverables provided to the Client.
- Project: The scope of work agreed upon between the Client and the Company.
- Services: All development, consulting, or related services delivered by the Company as defined in the Agreement.
- Third-Party Materials: External assets or resources obtained from third parties, including stock images, libraries, or licensed components used within the Project.
Development Services
The Company will perform all Services in accordance with the scope, requirements, and milestones defined in the accepted proposal and Agreement.
Proposal / Scope of Work
All proposals issued by the Company remain valid for a period of thirty (30) days from the date they are provided to the Client. If not accepted within this timeframe, the Company reserves the right to revise and resubmit the proposal.
Compensation
- Additional Costs: Any costs related to third-party services, including hosting, licensing, or external tools, will be charged separately from development fees.
- Expenses: Approved project-related expenses will be invoiced to the Client at their actual cost.
- Fees: The Client agrees to pay all fees, including applicable taxes, in accordance with the payment structure outlined in the Project plan.
Payment
- Invoices: All invoices must be paid within five (5) days of issuance unless otherwise agreed. Additional costs and expenses will be listed separately.
- Payment Schedule: Payments are to be made according to the milestones and schedule defined in the Agreement.
Changes to Project Scope
- Change Requests: Any request to modify the agreed scope must be submitted in writing. The Company will review such requests and respond within five (5) business days with details regarding any adjustments to cost, timeline, or deliverables.
- Minor Changes: Changes that represent less than twenty percent (20%) of the total Project value, or are considered minor by the Company, will be billed at standard hourly rates. These changes may also affect the delivery schedule. Previously agreed cost limits will not apply to such additional work.
- Major Changes: Changes that exceed twenty percent (20%) of the Project value, or are otherwise considered substantial, will require a revised or separate proposal. Work related to these changes will not begin until the updated proposal is formally approved.
- Acceptance of Proposals: The Client must approve any proposal within fourteen (14) business days. If approval is not received within this period, the Company is not obligated to proceed with additional work.
Delays
- Client Delays: The Client is expected to provide all necessary approvals, materials, and information in a timely manner. Any delay may result in a corresponding extension of Project timelines.
- Company Delays: If delays arise due to internal factors, the Company will notify the Client promptly.
- External Delays: Delays caused by circumstances beyond the control of either party, including but not limited to natural disasters, government actions, labor disputes, or force majeure events, will not be considered a breach of the Agreement. Project timelines will be extended accordingly.
Evaluation and Acceptance
- Testing: The Company will apply reasonable and widely accepted testing methods to ensure that Deliverables meet expected standards before submission.
- Approval Periods: The Client has seven (7) business days to review and either accept or reject Deliverables. Any rejection must include detailed written feedback. The Company will then have fourteen (14) business days to address the issues. After revisions, the Client will have an additional seven (7) days to review the updated Deliverables.
Client Responsibilities
The Client agrees to act in a timely and reasonable manner throughout the Project, including:
- Providing materials that are ready for use without requiring additional processing unless otherwise agreed
- Ensuring all provided content is accurate and properly reviewed
- Covering any additional costs related to corrections of Client-supplied content
- Making timely decisions regarding third-party tools or services
Confidential Information
Any information identified as confidential by either party must be treated accordingly and not disclosed to third parties without prior consent.
This obligation does not apply to information that is publicly available, already known to the receiving party, or obtained without restriction from a third party.
Relationships
- Use of Contractors: The Company may engage subcontractors or third-party providers while remaining fully responsible for the delivery of Services.
- Non-Exclusivity: Neither party is restricted from working with other partners or clients.
- Independent Contractor: The Company acts as an independent contractor. Nothing in this Agreement creates an employment, partnership, or agency relationship. Work performed is not considered “work for hire” unless explicitly agreed otherwise.
Liability
All Services are provided “as is.” The Company shall not be liable for indirect, incidental, or consequential damages.
To the maximum extent permitted by law, the Company’s total liability shall not exceed the amount paid by the Client for the relevant Services.
Rights for Work Produced
License: Upon full payment, the Client is granted a non-exclusive, perpetual, worldwide license to use the Deliverables in their agreed form.
The Client may not modify, extract, or create derivative works without prior written consent from the Company.
Support Services
Warranty: The Company may provide reasonable support for maintaining or updating Deliverables. Such services are billed at standard rates unless otherwise specified.
If Deliverables are modified by third parties, the Company is no longer responsible for their functionality or maintenance.