Definitions
- Agreement: The proposal, contract, terms and conditions, together with all supporting documents that form the agreement between the client and our company.
- Client Materials: Any content, information, graphics, text, images, files, or other resources supplied by the client for use within the project.
- Deliverables: The agreed work, services, and materials that our company is obligated to provide under the agreement.
- Company Assets: Any software, frameworks, source code, applications, systems, utilities, templates, fonts, inventions, methodologies, or technical resources developed or used by our company. This also includes website structures, navigation systems, layouts, architecture, and functional components.
- Final Deliverables: The completed and approved deliverables provided by our company to the client.
- Project: The work and services to be performed according to the agreement established between the client and our company.
- Services: All services delivered by our company as outlined within the proposal and related agreement.
- Third-Party Materials: Any resources obtained from external providers and incorporated into the project, including stock photography, illustrations, plugins, software, or similar materials.
Development Services
Our company shall provide development services in accordance with the approved proposal, agreement, and project milestones.
Proposal / Scope of Work
All proposals issued by our company remain valid for a period of 30 days from the date of delivery to the client. If a proposal is not accepted within this timeframe, our company reserves the right to review, modify, and reissue the proposal for approval.
Compensation
- Additional Costs: Expenses associated with third-party services, including hosting, software licenses, subscriptions, or related services, shall be billed separately from development fees.
- Expenses: Project expenses incurred during the provision of services 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. Additional expenses and costs shall be identified separately where applicable.
- Payment Schedule: Payments shall be made according to the agreed milestones and payment structure defined within the project documentation.
Changes to Project Scope
- Change Requests: Any requested changes must be submitted by the client in writing with sufficient details. Our company shall provide a response within 5 working days outlining any impact on costs, timelines, or project requirements.
- Minor Changes: Changes representing less than 20% of the overall project cost or otherwise considered minor shall be billed at standard hourly rates. Any necessary adjustments to project timelines shall be communicated. Additional charges shall not be restricted by previous estimates or pricing caps.
- Major Changes: Changes exceeding 20% of the project value or considered substantial by our company shall require a revised or additional proposal. Work relating to such changes shall not begin 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 within this period, our company shall not be required to undertake additional work.
Delays
- Client Delays: The client shall provide approvals, information, materials, and other required items within reasonable timeframes. Delays caused by the client may result in corresponding extensions to project milestones.
- Delays by Our Company: Should delays occur due to circumstances within our control, we shall notify the client promptly via email.
- External Delays: Events beyond the reasonable control of either party shall not constitute a breach of the agreement. Such events may include labor disputes, governmental actions, natural disasters, acts of terrorism, flooding, fire, or war. Project schedules may be extended accordingly.
Evaluation and Acceptance
- Testing: Our company shall apply commercially reasonable testing procedures and generally accepted industry practices before delivering work to the client.
- Approval Periods: The client shall have 7 working days to review deliverables and either approve or reject them. Any rejection must include written details of the identified issues. Our company shall then have 14 working days to address such issues. Following resubmission, the client shall have a further 7 working days for review.
Client Responsibilities
The client agrees to cooperate reasonably and promptly throughout the project, including:
- Providing content and materials suitable for use within the project unless otherwise agreed.
- Reviewing and proofreading supplied materials before submission. Additional corrections may result in extra charges.
- Making timely decisions regarding third-party providers, software, services, or integrations.
Accreditation and Promotion
- Accreditation: Unless otherwise agreed within the original proposal, our company may place an accreditation hyperlink on project pages.
- Promotion: For marketing, portfolio, recognition, or professional purposes, our company may display deliverables within portfolios, websites, galleries, presentations, or other promotional media.
- Promotional Approval: Neither party shall unreasonably withhold permission to reference their participation within a project. Website links may be included where appropriate.
Confidential Information
Any 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 similar 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 an unrestricted third-party source.
Relationships
- Agents: Where third-party contractors are engaged to assist in providing services, our company shall remain responsible for the affected deliverables.
- Exclusivity: Neither party is required to maintain an exclusive business relationship. 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 performed. Nothing within the agreement creates an employment relationship, partnership, agency relationship, or joint venture. Neither party may act on behalf of the other except where expressly agreed. Work completed by our company shall not be considered “work for hire” under applicable copyright laws.
Liability
All services are provided on an “as available” and “as is” basis. Our company shall not be liable for any losses, damages, costs, or claims arising from the use of our services. Any liability shall be limited to the total amount paid by the client under the agreement.
Rights for Work Produced
License: The client receives a perpetual, worldwide, non-exclusive license to use the deliverables in their originally approved form. The client may not modify, extract, redistribute, or create derivative works from the deliverables without prior approval from our company.
Support Services
Warranty Periods: Our company may provide commercially reasonable support necessary to maintain, correct, or update deliverables. Such support shall be billed at standard hourly rates unless otherwise agreed. Any warranty shall become void if another party modifies or interferes with the deliverables, and our company shall bear no responsibility for such modifications.