Definitions
- Agreement: The contract, proposal, terms and conditions, together with any attached documents related to the cooperation between the client and our company.
- Client Content: Any materials provided by the client for use within the project, including written content, graphics, images, and similar assets.
- Deliverables: The work and materials that our company is required to provide under the agreement.
- Developer Tools: Any tools, software, applications, source code, fonts, authoring tools, systems, and inventions developed or used by our company, whether patentable or not. This also includes website architecture, layouts, navigation systems, functional elements, and other non-copyrightable components.
- Final Deliverables: The completed versions of all deliverables supplied by our company to the client.
- Project: The work to be completed according to the agreement made between the client and our company.
- Services: All services supplied to the client in accordance with the agreement and proposal.
- Third Party Materials: Any third-party resources included within the project, such as stock photography, illustrations, or similar externally sourced materials.
Development Services
Our company shall provide all development services described in the proposal and formal agreement according to the agreed project milestones.
Proposal / Scope of Work
All proposals remain valid for 30 days from the date they are received by the client. If a proposal is not accepted during this timeframe, we reserve the right to revise and update the proposal before resubmitting it for approval.
Compensation
- Additional Costs: Third-party costs, including hosting services and licensing fees, shall be billed separately from development charges.
- Expenses: All 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: Payment is required within 5 days after receipt of an invoice. Expenses and additional charges shall be listed separately where applicable.
- Payment Schedule: All payments shall follow the schedule and milestones specified within the project plan.
Changes to Project Scope
- Change Requests: Any requested changes must be provided by the client in writing with complete details. Our company shall respond within 5 working days, outlining any additional costs, timeline adjustments, or modifications to the project plan.
- Minor Changes: Changes considered minor or valued at less than 20% of the project cost shall be billed at standard hourly rates. Any updates to the agreed delivery schedule shall be communicated accordingly. Additional costs shall not be limited by any previously agreed pricing cap or final estimate.
- Major Changes: Changes exceeding 20% of the project cost or considered substantial by our company shall require a revised or separate proposal for the additional work. Work shall not proceed until the updated proposal is approved and signed.
- Acceptance of Proposals: The client shall approve any proposal within 14 working days. If approval is not received, our company shall not be required to continue with additional work.
Delays
- Delays by the Client: The client shall provide approvals, requested information, materials, and other project requirements in a timely manner. Any delays caused by the client may result in equivalent extensions to future project milestones.
- Delays by Our Company: If delays occur due to circumstances on our side, the client shall be informed immediately via email.
- Delays by Third Parties or External Events: Delays caused by circumstances outside the control of either party shall not be considered a breach of contract. Such circumstances include, but are not limited to, labor disputes, government actions, natural disasters, terrorism, fire, flooding, or war. Project milestones may be extended accordingly.
Evaluation and Acceptance
- Testing: Our company shall use commercially reasonable and industry-standard testing procedures before submitting deliverables to the client.
- Approval Periods: The client shall have 7 working days to approve or reject any deliverables. Any rejection must include detailed written reasons. Our company shall then have 14 working days to correct the identified issues. After resubmission, the client shall have an additional 7 working days to review the updated deliverables.
Client Responsibilities
The client shall act reasonably and in a timely manner throughout the project, particularly regarding the following:
- Ensuring that all supplied content is suitable for use within the deliverables unless otherwise agreed.
- Ensuring that all content has been reviewed and proofread prior to submission. Any corrections required after submission may result in additional charges.
- Making decisions regarding third-party providers or services without unnecessary delay.
Accreditation and Promotion
- Accreditation: Our company reserves the right to place an accreditation hyperlink on project pages unless otherwise agreed within the original proposal.
- Promotion: For promotional purposes, professional recognition, or portfolio presentation, our company may publish deliverables within portfolios, galleries, websites, or other media.
- Promotional Approval: Neither party shall unreasonably refuse permission to reference their involvement within a project. Where appropriate, a link to the other party’s website may be included.
Confidential Information
Whether protected by copyright, patent, or otherwise, any information identified as confidential by either party shall be treated as confidential by both parties. Neither party shall disclose confidential information to third parties. Information shall not be considered confidential if it is already known by the receiving party or if it becomes available through an unrestricted third party source.
Relationships
- Agents: If third-party contractors are used to provide agreed services, our company shall remain fully responsible for the affected deliverables.
- Exclusivity: Our company does not enter into exclusive agreements unless explicitly agreed otherwise. Both parties remain free to work with other companies or individuals.
- Independent Contractor: Our company shall operate as an independent contractor and shall determine the method used to provide deliverables. Nothing within the agreement shall create an employer-employee relationship, partnership, or joint venture between the parties. Neither party shall have authority to act on behalf of the other except as defined within the agreement. Any work completed by our company shall not be considered “work for hire” under copyright law.
Liability
Our company shall not be responsible for any losses or damages suffered by the client. All services are provided on an “as is” basis. Any liability of our company shall be limited to the amount paid by the client for the services provided.
Rights for Work Produced
License: The client is granted a non-exclusive, perpetual, worldwide license to use the deliverables in the originally agreed form. The client may not modify, extract, or create derivative works from the deliverables without prior permission from our company.
Support Services
Warranty Periods: Our company may provide commercially reasonable support required to maintain, update, or correct 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 accept no further responsibility in such cases.