Please read these Terms of Service carefully before using our website or engaging our services. By accessing our website or entering into a service agreement with us, you agree to be bound by these terms.
1. About Us
We are a digital agency providing services including website design and development, digital marketing, logo and brand design, and AI automation. These terms apply to your use of our website and to any services we provide to you.
2. Services
2.1 Scope of Work
All services are defined in a written Proposal or Statement of Work (SOW) agreed upon before work commences. Any work outside the agreed scope is subject to a change order and additional fees.
2.2 Client Responsibilities
To deliver our services effectively, you agree to:
- Provide accurate, complete, and timely information, materials, and feedback as requested.
- Designate a primary point of contact with authority to approve decisions.
- Respond to requests for approvals, content, or feedback within the timelines agreed in the project schedule.
- Ensure you have the legal right to use any materials, images, text, or intellectual property you provide to us.
Delays caused by failure to meet these responsibilities may result in revised timelines and additional costs, which we will communicate to you in writing.
2.3 Revisions
The number of revision rounds included in a project is specified in your Proposal. Revisions beyond the agreed scope will be billed at our standard hourly rate, notified to you before work proceeds.
3. Payment Terms
3.1 Invoicing
- Projects require a 50% deposit before work commences unless otherwise stated in the Proposal.
- The remaining balance is invoiced upon project completion or at milestones as defined in the Proposal.
- Ongoing retainer services are invoiced monthly in advance.
3.2 Payment Due Dates
All invoices are due within 14 days of the invoice date unless otherwise agreed in writing.
3.3 Late Payments
Invoices not paid by the due date may incur a late payment fee of 1.5% per month on the outstanding balance. We reserve the right to pause work on your project until overdue balances are cleared.
3.4 Disputed Invoices
If you dispute any portion of an invoice, you must notify us in writing within 7 days of receipt. Undisputed portions remain due by the original payment date.
4. Intellectual Property
4.1 Client-Owned Assets
Upon receipt of full payment, you will own all final deliverables created specifically for your project, including logos, website designs, and custom-written content, unless otherwise specified in the Proposal.
4.2 Our Retained Rights
We retain ownership of:
- All preliminary concepts, drafts, and designs not selected for final delivery.
- Our proprietary tools, frameworks, processes, and methodologies used in delivering services.
- Any pre-existing intellectual property or third-party assets incorporated into deliverables (subject to their respective licences).
4.3 Portfolio Rights
Unless you request otherwise in writing, we reserve the right to display completed work in our portfolio, case studies, and marketing materials, identifying you as a client.
4.4 Third-Party Assets
Where deliverables include third-party assets (fonts, stock photography, plugins, or software), licensing those assets for your use is your responsibility unless we have explicitly agreed to include licences as part of the project scope.
5. Confidentiality
Both parties agree to keep confidential any proprietary, sensitive, or non-public information shared during the course of the engagement. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
We will never share your business strategies, financial data, or client information with third parties without your consent.
6. Warranties and Representations
6.1 Our Warranties
We warrant that:
- We have the right to enter into this agreement and provide the services described.
- Our services will be performed with reasonable skill and care.
- Deliverables will materially conform to the agreed specifications.
6.2 Client Warranties
You warrant that:
- You have the authority to enter into this agreement.
- All materials, content, and assets you provide are owned by you or you have the necessary rights to use them.
- Your use of our deliverables will not infringe any third-party rights.
7. Limitation of Liability
To the maximum extent permitted by applicable law:
- Our total liability to you for any claim arising from our services shall not exceed the total fees paid by you in the 3 months preceding the claim.
- We are not liable for any indirect, incidental, consequential, or punitive damages, including lost profits, lost data, or reputational damage.
- We are not responsible for the performance, uptime, or security of third-party platforms, services, or hosting environments.
8. Cancellation and Termination
8.1 Cancellation by Client
If you cancel a project after work has commenced:
- The deposit is non-refundable.
- You are liable for payment of work completed to the date of cancellation, invoiced at our hourly rate or as a proportion of the agreed project fee.
8.2 Termination by Us
We reserve the right to terminate a project or engagement if:
- Payment is more than 30 days overdue and has not been resolved after written notice.
- You act in a way that is abusive, threatening, or harmful to our team.
- Continued engagement would require us to violate applicable law or our own ethical standards.
In such cases, we will deliver all completed work and invoice for work done to date.
9. Governing Law
These Terms are governed by the laws of [Your Jurisdiction]. Any disputes arising from these Terms or our services shall be subject to the exclusive jurisdiction of the courts of [Your Jurisdiction].
10. Changes to These Terms
We may update these Terms from time to time. The current version will always be posted on this page with the “Last Updated” date. Continued use of our website or services after changes constitutes your acceptance.
11. Contact Us
For any questions about these Terms, please contact:
Email: legal@youragency.com
Address: [Your Business Address]
Phone: [Your Phone Number]