These Terms and Conditions (“Terms”) govern the provision of services by the Company to the Client. By engaging the Company’s services, the Client agrees to be bound by these Terms, together with any applicable proposal, quotation, Statement of Work (SOW), or service agreement.
1. Scope of Services
The scope of services shall be strictly limited to those expressly stated in the approved proposal, SOW, or written agreement. Any services not expressly included are excluded and may require a separate agreement or written amendment.
2. Changes to Scope
Any request to modify the agreed scope must be submitted in writing and is subject to review and approval by the Company. Approved changes may result in adjustments to pricing, timelines, and deliverables and shall only take effect upon mutual written agreement.
3. Client Responsibilities
The Client shall be responsible for:
- Providing accurate, complete, and timely information, materials, and approvals;
- Securing necessary licenses, permissions, and access to third-party systems;
- Procuring and maintaining hosting, domain registration, and third-party services unless otherwise agreed in writing.
Delays arising from the Client’s failure to meet these responsibilities may result in corresponding project delays and additional costs.
4. Fees and Payment Terms
Fees shall be based on the agreed scope, complexity, and timeline as outlined in the proposal or SOW. Payment schedules, milestones, and methods shall be specified in the applicable agreement. All fees are exclusive of taxes, third-party costs, and additional services unless otherwise stated.
5. Hosting and Domain
Unless expressly included in writing, hosting, domain registration, and third-party subscriptions are excluded from the Company’s services and shall be shouldered by the Client.
6. Project Timelines and Delays
Project timelines are estimates and may be adjusted due to changes in scope, delayed Client feedback or approvals, third-party dependencies, or events beyond the Company’s reasonable control. The Company shall not be held liable for delays caused by such circumstances.
7. Intellectual Property Rights
Upon full payment of all applicable fees, ownership of the final deliverables specified in the agreement shall transfer to the Client, unless otherwise stated. The Company retains the right to reuse non-confidential methodologies, frameworks, and general know-how.
8. Portfolio Use
Unless otherwise agreed in writing, the Company reserves the right to feature completed projects in its portfolio, excluding confidential or proprietary information.
9. Warranties and Disclaimers
The Company warrants that deliverables will substantially conform to the agreed specifications at the time of delivery. Except as expressly stated, no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose, are provided.
10. Post-Launch Support
Post-launch maintenance, updates, and support services are not included unless covered by a separate written maintenance or support agreement.
11. Third-Party Services
The Company shall not be responsible for the availability, performance, security, or policies of third-party platforms, APIs, software, or services, including any changes imposed by such providers.
12. Limitation of Liability
To the fullest extent permitted by law, the Company’s total liability arising from or related to the services shall be limited to the total fees paid by the Client under the applicable agreement.
13. Confidentiality
Both parties agree to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed during the course of the engagement, subject to the confidentiality provisions of the applicable agreement.
14. Termination
Either party may terminate the engagement in accordance with the termination provisions specified in the agreement or SOW, including any required notice periods and applicable fees.
15. Refund Policy
All payments made are non-refundable unless otherwise expressly stated in writing. Any approved refunds shall be governed by the terms of the applicable agreement.
16. Acceptance of Deliverables
Deliverables shall be deemed accepted upon Client approval, written confirmation, or use of the deliverables, whichever occurs first, provided they conform to the agreed specifications.
17. No Guarantee of Results
The Company does not guarantee specific business results, revenue, performance metrics, or outcomes. Actual results may vary depending on external factors and Client implementation.
18. Binding Agreements
Only written agreements, amendments, or approvals signed or acknowledged by authorized representatives of both parties shall be considered binding. Verbal agreements shall have no legal effect.
19. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the governing law specified in the applicable agreement. Any disputes shall be resolved pursuant to the dispute resolution provisions therein.
20. Order of Precedence
In the event of any inconsistency, the following order of precedence shall apply:
- Master Service Agreement (if applicable)
- Statement of Work (SOW)
- Proposal or Quotation
- These Terms and Conditions
By engaging the Company’s services, the Client acknowledges that they have read, understood, and agreed to these Terms and Conditions.