All fees, costs, and expenses associated with the services shall be expressly delineated in the Proposal and quoted on a tax-exclusive basis. Any applicable value-added tax (VAT), goods and services tax (GST), sales tax, or other statutory levies shall be calculated and invoiced separately in strict compliance with governing law.

The Client shall remit a non-refundable initial deposit—customarily fifty percent (50%) of the total anticipated fee—immediately upon acceptance of the Proposal to reserve the Service Provider’s resources and initiate performance. Subsequent progress payments shall become due and payable upon the Service Provider’s achievement of predefined milestones explicitly identified in the Proposal, with the final balance due immediately upon substantial completion of the services and delivery of the final deliverables to the Client.

All invoices shall be issued in electronic format and shall specify the approved payment methods. Payment terms shall be net fourteen (14) calendar days from the date of invoice.

The Service Provider expressly reserves the unqualified right to suspend all further performance, withhold any deliverables (including source files and access credentials), and restrict access to work-in-progress until all outstanding amounts, including accrued interest, are paid in full. The Client shall be solely responsible for all reasonable costs incurred by the Service Provider in collecting overdue payments, including but not limited to attorneys’ fees, court costs, and collection agency fees.

The Client retains undivided ownership of all intellectual property rights subsisting in any materials, content, trademarks, or other assets furnished to the Service Provider for incorporation into the deliverables. The Client hereby represents and warrants that all such furnished materials are either wholly original to the Client or validly licensed for the contemplated use and do not infringe, misappropriate, or violate any third-party intellectual property or proprietary rights. The Client agrees to defend, indemnify, and hold harmless the Service Provider, its officers, directors, and affiliates from and against any and all third-party claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising from or related to the use of Client-furnished materials.

Contingent upon the Client’s full and timely payment of all invoiced amounts, the Service Provider hereby irrevocably assigns to the Client all right, title, and interest worldwide in and to the bespoke final deliverables expressly created pursuant to the Proposal (expressly excluding any pre-existing Service Provider proprietary materials, frameworks, libraries, open-source components, or third-party licensed elements identified in the Proposal). With respect to any elements not capable of assignment, the Service Provider grants the Client a perpetual, irrevocable, fully paid-up, worldwide, royalty-free license to use, reproduce, modify, and distribute such elements solely in connection with the operation and maintenance of the delivered project.

The Service Provider retains a non-exclusive, royalty-free, perpetual, and irrevocable right to reproduce, display, and describe the final deliverables (or representative portions thereof) in its professional portfolio, case studies, marketing collateral, and promotional materials across all media. The foregoing portfolio right may be restricted or entirely withheld upon the Client’s submission of a written confidentiality request delivered prior to the formal commencement of the engagement.

The Client shall promptly supply complete, accurate, and final project specifications, content, digital assets, brand guidelines, technical requirements, and any required access credentials in accordance with the schedule set forth in the Proposal. The Client shall review deliverables and provide clear, consolidated, written feedback and formal approvals within five (5) business days of receipt (or within such alternative period as mutually agreed in writing). The Client shall actively participate in all scheduled consultations, discovery sessions, and status meetings and shall respond expeditiously to any reasonable requests for additional information, clarification, or decision-making.

Any delay directly attributable to the Client’s non-compliance with the foregoing obligations may, at the Service Provider’s discretion, justify reasonable extensions to agreed timelines without constituting a breach by the Service Provider. Such Client-caused delays may further entitle the Service Provider to additional compensation computed at its then-current standard hourly rates.

Each Proposal allocates a specific number of revision cycles strictly within the originally approved scope of work. Any requested revisions exceeding the allocated cycles or any modifications that materially expand, alter, or deviate from the approved scope shall be classified as out-of-scope work and shall require the mutual execution of a formal written change order specifying adjusted fees, deliverables, and timelines prior to commencement.

During the term of the engagement and thereafter, each party (as recipient) may receive or gain access to Confidential Information disclosed by or belonging to the other party (as discloser). “Confidential Information” shall mean any non-public information—whether technical, commercial, financial, operational, or otherwise—disclosed in any form or medium, including but not limited to trade secrets, business plans, source code, client lists, pricing, and methodologies.

The recipient shall safeguard the discloser’s Confidential Information with at least the same degree of care it employs to protect its own comparable information, but in no event less than a reasonable standard of care. Confidential Information shall be used solely for the purpose of fulfilling obligations or exercising rights under this Agreement and for no other purpose.

Confidentiality obligations shall survive termination or completion of the engagement and remain in full force and effect for three (3) years thereafter, while trade secrets shall remain subject to protection for as long as they retain their status as trade secrets under applicable law. These obligations shall not apply to information that lawfully enters the public domain through no fault of the recipient, was rightfully in the recipient’s possession without confidentiality restriction prior to disclosure, is independently developed by the recipient without reference to the discloser’s Confidential Information, or is rightfully obtained from a third party without breach of any confidentiality obligation.

The Service Provider represents and warrants that all services shall be performed in a professional, diligent, and workmanlike manner consistent with the highest prevailing standards in the digital services industry. The Service Provider further warrants that, during the limited post-completion warranty period specified in the Proposal (typically thirty (30) to ninety (90) days), it shall remedy any material defects in workmanship promptly upon written notice from the Client. Except for the express warranties stated herein, the Service Provider disclaims all other warranties, whether express, implied, statutory, or arising from course of dealing, including without limitation warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

To the fullest extent permitted by applicable law, the Service Provider’s total aggregate liability arising out of or relating to any engagement or this Agreement shall not exceed the total fees actually paid by the Client to the Service Provider for the specific services giving rise to the claim. In no event shall the Service Provider be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, or for any loss of profits, revenue, data, goodwill, business opportunities, or anticipated savings, whether foreseeable or not and regardless of the theory of liability.

Either party may terminate the engagement immediately upon written notice if the other party commits a material breach of this Agreement or the Proposal that remains uncured (if curable) fourteen (14) calendar days after receipt of written notice specifying the breach. Upon any termination, the Client shall promptly pay all fees for services rendered and all non-cancellable expenses incurred by the Service Provider through the effective date of termination. At the Service Provider’s sole discretion, any prepaid fees allocable to undelivered services may be refunded, less any costs or expenses already incurred.

The Service Provider considers it a privilege to serve as the Client’s trusted digital services partner and is unequivocally committed to delivering exceptional quality, innovation, and value throughout every engagement.