Terms & Conditions

1. AGREEMENT TO TERMS

1.1 Comprehensive Acceptance: Your use of GoMindz Services constitutes unconditional acceptance of these Terms and any supplemental terms, policies, guidelines, or amendments that may be presented to you from time to time. This agreement represents the complete and exclusive statement of the mutual understanding between you and GoMindz and supersedes all prior agreements, understandings, representations, and communications, whether oral or written.

1.2 Supplemental Agreements: Certain Services may be subject to additional terms, conditions, or agreements that will be presented to you before using those specific Services ("Supplemental Terms"). If there is any conflict between these Terms and Supplemental Terms, the Supplemental Terms shall prevail with respect to the specific Services they govern.

1.3 Electronic Acceptance: You acknowledge that your electronic submission, including but not limited to clicking "I Agree," submitting a project request, making a payment, or using our Services, constitutes your legal signature and acceptance of these Terms. This electronic acceptance has the same legal effect as a handwritten signature.

1.4 Withdrawal of Consent: If you do not agree to these Terms, you must immediately cease all use of our Services and notify us in writing. Continued use of Services after any modification to these Terms constitutes acceptance of those modifications.

1.5 Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

1.6 Assignment: You may not assign, transfer, or sublicense these Terms without our prior written consent. We may assign, transfer, or delegate our rights and obligations under these Terms without consent to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

2. ELIGIBILITY AND REGISTRATION

2.1 Age Requirement: To use our Services, you must be at least 18 years of age and possess the legal capacity to enter into binding contracts. If you are under 18, you may only use our Services with the express consent and supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf.

2.2 Registration Accuracy: When creating an account or submitting project information, you agree to provide accurate, current, and complete information as prompted by our registration forms. You are responsible for maintaining the accuracy and currency of your registration information.

2.3 Account Security: You are solely responsible for maintaining the confidentiality of your account credentials, including passwords, API keys, and any other security information. You agree to immediately notify us of any unauthorized use of your account or any other breach of security.

2.4 Geographic Restrictions: Some Services may not be available in all geographic locations. You are responsible for complying with all local laws and regulations regarding online conduct and acceptable content. We reserve the right to limit the availability of our Services to any person, geographic area, or jurisdiction at our sole discretion.

2.5 Professional Capacity: If you are using our Services on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms, and that the business is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

2.6 Right to Refuse Service: We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion, including for reasons such as violation of these Terms, fraudulent activity, or any other conduct we deem inappropriate or harmful to our business interests.

3. COMPREHENSIVE SERVICES DESCRIPTION

3.1 UI/UX Design Services

Our UI/UX Design services encompass a comprehensive approach to creating exceptional digital experiences. This includes:

• User Research & Analysis: Comprehensive user research including persona development, user journey mapping, competitive analysis, and usability testing to inform design decisions.
• Information Architecture: Structural design of information systems, content strategy, navigation design, and taxonomy development to ensure intuitive user flows.
• Wireframing & Prototyping: Creation of low-fidelity and high-fidelity wireframes, interactive prototypes, and specification documents that serve as blueprints for development.
• Visual Design: Development of comprehensive visual systems including color palettes, typography, iconography, and design components that align with brand identity.
• Interaction Design: Design of micro-interactions, animation specifications, and responsive behaviors across different devices and screen sizes.
• Accessibility Compliance: Ensuring designs meet WCAG 2.1 AA standards and other accessibility guidelines to create inclusive digital experiences.
• Design Systems: Creation of comprehensive design systems, pattern libraries, and component libraries for consistent implementation across platforms.

3.2 Product Packaging Services

Our Product Packaging services combine creative design with practical manufacturing considerations:

• Structural Design: Development of packaging structures, dieline creation, 3D modeling, and prototyping for various packaging formats including boxes, bottles, pouches, and displays.
• Brand Integration: Strategic incorporation of brand elements, logos, color systems, and messaging that aligns with overall brand strategy and positioning.
• Material Specification: Expert guidance on material selection, finishing options, printing techniques, and sustainability considerations based on product requirements and budget constraints.
• Regulatory Compliance: Ensuring packaging meets all relevant regulatory requirements including labeling laws, safety standards, and environmental regulations across target markets.
• Production Coordination: Collaboration with manufacturers, quality control specifications, and production oversight to ensure final output matches design intent.
• Sustainability Consulting: Recommendations for eco-friendly materials, reduced environmental impact, recyclability, and compliance with environmental standards and certifications.

3.3 Web Development Services

Our Web Development services cover the entire spectrum of modern web application development:

• Frontend Development: Implementation of responsive, cross-browser compatible interfaces using React, Angular, Vue.js, HTML5, CSS3, and modern JavaScript frameworks with focus on performance and user experience.
• Backend Development: Server-side development using Node.js, Python (Django/Flask), PHP (Laravel), Java, or .NET, including API development, database design, and server architecture.
• E-commerce Solutions: Development of custom e-commerce platforms, shopping cart systems, payment gateway integration, inventory management, and order processing systems.
• Content Management Systems: Custom CMS development, WordPress theme and plugin development, headless CMS implementation, and content migration services.
• Progressive Web Apps (PWAs): Development of progressive web applications with offline functionality, push notifications, and app-like user experiences.
• API Development & Integration: RESTful API development, third-party API integration, webhook implementation, and data synchronization across platforms.
• Performance Optimization: Comprehensive optimization including code minification, image optimization, caching strategies, CDN implementation, and Core Web Vitals optimization.
• Security Implementation: SSL certification, security headers, data encryption, vulnerability testing, and compliance with security best practices and standards.

3.4 Graphic Design Services

Our Graphic Design services span both digital and print media with comprehensive creative solutions:

• Brand Identity Systems: Comprehensive brand development including logo design, brand guidelines, color systems, typography standards, and visual language development.
• Marketing Collateral: Design of brochures, flyers, business cards, stationery, presentations, and sales materials that align with brand standards and marketing objectives.
• Digital Marketing Assets: Creation of social media graphics, banner ads, email templates, landing pages, and digital advertisements optimized for various platforms and devices.
• Publication Design: Layout design for books, magazines, reports, whitepapers, and catalogs with attention to typography, hierarchy, and reader experience.
• Environmental Graphics: Design of signage, exhibition graphics, trade show displays, and environmental branding that creates cohesive physical experiences.
• Illustration & Iconography: Custom illustration development, icon sets, infographics, and visual storytelling elements that enhance communication and engagement.

3.5 Consulting & Strategy Services

Our Consulting services provide strategic guidance and technical expertise:

• Digital Strategy: Comprehensive digital transformation consulting, technology roadmaps, digital maturity assessment, and strategic planning for digital initiatives.
• Technical Architecture: System architecture design, technology stack recommendations, scalability planning, and infrastructure optimization strategies.
• User Experience Audits: Expert evaluation of existing digital products, usability testing, heuristic analysis, and actionable recommendations for improvement.
• Process Optimization: Analysis of development workflows, agile methodology implementation, team structure recommendations, and efficiency improvement strategies.
• Product Management: Product strategy development, feature prioritization, roadmap planning, and product lifecycle management consulting.
• Technology Due Diligence: Technical assessment for mergers and acquisitions, code quality evaluation, technical debt analysis, and integration planning.

3.6 Service Modifications and Updates

We continuously evolve our Service offerings to incorporate new technologies, methodologies, and industry best practices. We reserve the right to modify, suspend, or discontinue any Service or feature with reasonable notice to affected clients. Significant changes to core Services will be communicated through appropriate channels, and we will make reasonable efforts to minimize disruption to ongoing projects.

4. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

4.1 Pre-existing Intellectual Property

Each party shall retain ownership of their respective pre-existing intellectual property. You grant us a limited license to use your pre-existing IP solely for the purpose of providing the Services. We grant you a limited license to use our pre-existing IP incorporated into the deliverables as specified in the project agreement.

4.2 Deliverable Ownership

Upon full payment of all fees and satisfaction of all contractual obligations, ownership of final deliverables specifically created for your project will transfer to you as outlined in the project agreement. This transfer is subject to the following reservations:

• We retain the right to use the deliverables in our portfolio and marketing materials, unless otherwise specified in writing.
• We retain ownership of all underlying tools, frameworks, methodologies, and reusable code components developed prior to or independent of your project.
• Third-party components, libraries, or assets incorporated into deliverables may be subject to their own licensing terms.

4.3 GoMindz Proprietary Assets

The following categories of assets remain the exclusive property of GoMindz and are not transferred as part of any deliverable:

• Proprietary Software & Tools: Custom-developed software, internal tools, development frameworks, automation scripts, and proprietary technologies used in service delivery.
• Methodologies & Processes: Project management methodologies, quality assurance processes, design thinking frameworks, and internal workflows developed by GoMindz.
• Documentation & Templates: Internal documentation, project templates, proposal formats, contract templates, and business process documentation.
• Brand Assets: GoMindz logos, trademarks, brand elements, and marketing materials.
• Knowledge Base: Internal research, market analysis, competitive intelligence, and strategic insights developed through our work.

4.4 Client-Provided Content

You represent and warrant that any content, materials, or intellectual property you provide to us for use in the project ("Client Materials") are either owned by you or you have obtained all necessary rights, licenses, and permissions for their use. You agree to indemnify and hold harmless GoMindz from any claims arising from our use of Client Materials as directed by you.

4.5 Moral Rights

To the extent permitted by applicable law, you waive any and all moral rights you may have in any deliverables created by GoMindz. Where such waiver is not permitted, you agree not to assert any moral rights against GoMindz or its licensees.

4.6 Third-Party Intellectual Property

Some deliverables may incorporate third-party intellectual property, including open-source software, stock photography, fonts, or other licensed materials. We will identify any significant third-party components and their licensing terms. You are responsible for compliance with all third-party license terms.

5. CLIENT RESPONSIBILITIES AND OBLIGATIONS

5.1 Information and Content Provision

You are responsible for providing complete, accurate, and timely information necessary for project execution. This includes:

• Comprehensive project briefs, business requirements, and technical specifications
• Brand guidelines, existing assets, and reference materials
• Access to necessary systems, platforms, and technical environments
• Timely responses to queries, feedback requests, and approval requests
• Accurate content, images, and other media assets in specified formats

5.2 Review and Approval Process

You agree to establish clear review and approval workflows, including:

• Designating authorized representatives with decision-making authority
• Providing consolidated feedback from all stakeholders
• Meeting established review timelines and milestone deadlines
• Providing specific, actionable feedback rather than general subjective comments
• Formal written approval at key project milestones

5.3 Legal and Regulatory Compliance

You are solely responsible for ensuring that all content, materials, and business practices related to your project comply with applicable laws, regulations, and industry standards, including:

• Data protection and privacy laws (GDPR, CCPA, etc.)
• Accessibility standards and regulations
• Industry-specific compliance requirements
• Advertising and marketing regulations
• Intellectual property and copyright laws

5.4 Technical Infrastructure

For web development and digital projects, you are responsible for:

• Providing appropriate hosting environments that meet technical requirements
• Managing domain registration, SSL certificates, and other infrastructure components
• Implementing and maintaining security measures for your systems
• Regular backups and disaster recovery procedures
• Ongoing maintenance, updates, and technical support post-launch

5.5 Project Management and Communication

Effective collaboration requires your active participation in:

• Scheduled meetings, reviews, and status updates
• Timely communication regarding changes, issues, or concerns
• Clear decision-making and escalation procedures
• Resource allocation and stakeholder management on your side
• Adherence to established project timelines and processes

6. PAYMENT TERMS, FEES, AND FINANCIAL ARRANGEMENTS

6.1 Fee Structure and Pricing

Our fees are structured based on the specific Services provided and are outlined in your project proposal or agreement. Fee structures may include:

• Fixed Project Pricing: Agreed-upon fixed price for defined project scope and deliverables
• Time and Materials: Billing based on actual time spent and materials used at agreed hourly rates
• Retainer Agreements: Monthly fixed fees for ongoing services and support
• Milestone-Based Payments: Payments tied to completion of specific project milestones
• Success-Based Fees: Performance-based compensation tied to specific outcomes or metrics

6.2 Payment Schedule and Terms

Payment terms are specified in your project agreement and typically include:

• Initial deposit or engagement fee payable upon project commencement
• Milestone payments tied to specific deliverables or project phases
• Final payment upon project completion and delivery
• Recurring payments for ongoing services or retainers
• Payment methods, currency, and transaction details

6.3 Late Payments and Consequences

Payments are due according to the agreed schedule. Late payments may result in:

• Late fees calculated at 1.5% per month or the maximum rate allowed by law
• Suspension of Services until payment is received
• Withholding of deliverables and project assets
• Termination of the agreement for material breach
• Collection costs and legal fees incurred in recovering unpaid amounts

6.4 Expense Reimbursement

In addition to service fees, you agree to reimburse us for pre-approved expenses incurred on your behalf, including:

• Third-party software licenses, plugins, or assets
• Stock photography, fonts, or other licensed content
• Printing, production, or prototyping costs
• Travel expenses for on-site meetings or research
• Specialized hardware or software required for your project

6.5 Taxes and Withholding

All fees are exclusive of taxes, duties, and other governmental assessments. You are responsible for payment of all applicable taxes related to the Services. If you are required by law to withhold any taxes, you must provide us with official documentation and pay the additional amount necessary to ensure we receive the full fee.

6.6 Disputes and Billing Inquiries

Billing disputes must be submitted in writing within 30 days of the invoice date. We will work in good faith to resolve legitimate disputes. While a dispute is being resolved, undisputed amounts remain due and payable. Frivolous or bad faith disputes may result in termination of Services.

7. CONFIDENTIALITY AND DATA PROTECTION

7.1 Definition of Confidential Information

"Confidential Information" includes all non-public information, in any form, disclosed by either party to the other, including but not limited to:

• Business plans, strategies, financial information, and forecasts
• Product plans, roadmaps, and development timelines
• Technical information, source code, algorithms, and proprietary methodologies
• Customer lists, marketing plans, and sales strategies
• Project specifications, designs, and unpublished deliverables
• Any information marked as confidential or that reasonably should be understood to be confidential

7.2 Confidentiality Obligations

Both parties agree to:

• Use Confidential Information only for the purpose of fulfilling obligations under these Terms
• Protect Confidential Information with at least the same degree of care used to protect their own confidential information
• Disclose Confidential Information only to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations
• Not disclose, publish, or disseminate Confidential Information to any third party without prior written consent
• Return or destroy Confidential Information upon termination of the agreement

7.3 Data Protection and Privacy

We comply with applicable data protection laws and regulations. Our data processing activities are governed by our Privacy Policy, which is incorporated by reference into these Terms. When we process personal data on your behalf, we act as a data processor and will enter into appropriate data processing agreements as required by law.

7.4 Security Measures

We implement appropriate technical and organizational security measures to protect Confidential Information and personal data against unauthorized access, disclosure, alteration, or destruction. These measures include encryption, access controls, secure development practices, and regular security assessments.

7.5 Exclusions

Confidentiality obligations do not apply to information that:

• Was publicly known at the time of disclosure or becomes publicly known through no fault of the receiving party
• Was rightfully in the receiving party's possession prior to disclosure
• Is rightfully obtained from a third party without restriction
• Is independently developed without reference to the disclosing party's Confidential Information
• Is required to be disclosed by law, regulation, or court order

8. LIMITATION OF LIABILITY AND WARRANTIES

8.1 No Consequential Damages

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, whether based on contract, tort, negligence, strict liability, or otherwise, even if advised of the possibility of such damages.

8.2 Total Liability Cap

Our total cumulative liability to you for all claims arising from or related to these Terms or the Services, whether in contract, tort, or otherwise, shall not exceed the total fees paid by you to us for the specific Services giving rise to the claim in the twelve (12) months preceding the claim.

8.3 Essential Purpose

The limitations of liability in this section represent an agreed allocation of risk between the parties and shall apply notwithstanding the failure of essential purpose of any limited remedy. These limitations are an essential element of the basis of the bargain between the parties.

8.4 Exceptions

The limitations of liability shall not apply to: (i) breaches of confidentiality obligations; (ii) infringement of intellectual property rights; (iii) gross negligence or willful misconduct; (iv) death or personal injury caused by negligence; or (v) any liability that cannot be limited or excluded by applicable law.

8.5 Warranties and Disclaimers

We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. PROJECT MANAGEMENT, TIMELINES, AND REVISIONS

9.1 Project Timeline Estimates

All project timelines provided are estimates based on the information available at project commencement. Actual delivery dates may vary due to factors including:

• Complexity of project requirements and technical challenges
• Timeliness and quality of client feedback and approvals
• Availability of client resources and stakeholders
• Third-party dependencies and integration requirements
• Scope changes or additional feature requests
• Unforeseen technical issues or compatibility problems

9.2 Revision Process

Each project includes a specified number of revision rounds as outlined in the project agreement. The revision process includes:

• Clear definition of what constitutes a revision round
• Structured feedback submission process and templates
• Timelines for providing feedback and receiving revised deliverables
• Procedures for addressing conflicting or unclear feedback
• Process for requesting additional revisions beyond the included number

9.3 Change Management

Changes to project scope, requirements, or deliverables after project commencement are managed through a formal change control process:

• Documentation of requested changes and their impact
• Assessment of timeline, budget, and resource implications
• Formal change requests and approval process
• Adjustment of project agreement, timeline, and budget as needed
• Communication of approved changes to all stakeholders

9.4 Acceptance Criteria

Deliverables are considered accepted when:

• You provide formal written acceptance
• You use the deliverables in a production environment
• The acceptance period specified in the agreement expires without written objection
• All invoice payments are completed without dispute related to deliverable quality

10. TERMINATION AND POST-TERMINATION OBLIGATIONS

10.1 Termination Rights

Either party may terminate these Terms or any project agreement:

• For material breach by the other party, with 30 days written notice to cure
• Immediately for breaches of confidentiality, intellectual property rights, or payment obligations
• For convenience with 30 days written notice, subject to termination fees
• Immediately upon insolvency, bankruptcy, or cessation of business operations

10.2 Effects of Termination

Upon termination:

• All rights and licenses granted hereunder immediately cease
• You immediately pay all outstanding fees and expenses
• We deliver all completed deliverables and work-in-progress
• Both parties return or destroy all Confidential Information
• Each party remains liable for obligations accrued prior to termination

10.3 Survival Provisions

The following provisions survive termination of these Terms: Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, Payment Obligations, and any other provisions that by their nature are intended to survive.

10.4 Wind-Down Services

Upon termination, we may provide wind-down services to facilitate transition, including knowledge transfer, documentation, and support for transitioning to another service provider. These services are billed at our standard hourly rates and are subject to separate agreement.

11. INDEMNIFICATION AND LEGAL PROTECTIONS

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless GoMindz and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services in violation of these Terms
• Your violation of any law or third-party rights
• Any content, materials, or information you provide to us
• Your failure to obtain necessary consents, licenses, or permissions
• Any claims that Client Materials infringe third-party intellectual property rights

11.2 Our Indemnification Obligations

We will indemnify, defend, and hold you harmless from and against any claim that the Services, as provided by us to you and used in accordance with these Terms, infringe any third-party intellectual property rights. This indemnification does not extend to claims arising from:

• Modification of the Services by anyone other than us
• Combination of the Services with other products, processes, or materials
• Your continued use of allegedly infringing Services after being notified
• Your violation of law or third-party rights

11.3 Indemnification Process

The indemnified party shall: (i) promptly notify the indemnifying party of any claim; (ii) allow the indemnifying party to control the defense and settlement; and (iii) provide reasonable assistance in the defense. The indemnifying party shall not settle any claim that imposes liability or admission of fault on the indemnified party without consent.

12. THIRD-PARTY SERVICES, INTEGRATIONS, AND DEPENDENCIES

12.1 Third-Party Services

Our Services may integrate with, link to, or require the use of third-party services, software, platforms, or content. These third-party services are provided by independent companies and are not under our control. Your use of third-party services is subject to their respective terms and conditions, privacy policies, and service agreements.

12.2 Third-Party Software and Components

Deliverables may incorporate third-party software, libraries, frameworks, or components. We will identify significant third-party components and their licensing terms. You are responsible for:

• Compliance with all third-party license terms
• Payment of any required license fees or royalties
• Maintaining appropriate attributions and notices
• Understanding and accepting any limitations or restrictions

12.3 No Endorsement or Warranty

References to third-party services or inclusion of third-party components do not constitute endorsement, warranty, or assumption of responsibility for those services. We are not responsible for the availability, functionality, security, or content of third-party services.

12.4 API Usage and Limitations

Some Services may require integration with third-party APIs. These integrations are subject to the API provider's terms, rate limits, and availability. We are not responsible for changes to third-party APIs that affect functionality, nor for service interruptions caused by third-party API outages or changes.

13. GOVERNING LAW, DISPUTE RESOLUTION, AND LEGAL PROCEEDINGS

13.1 Governing Law

These Terms and any dispute arising from or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

13.2 Dispute Resolution Process

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties agree to the following escalation process:

• Step 1: Informal negotiation between designated representatives within 15 days
• Step 2: Mediation with a mutually agreed mediator before pursuing arbitration or litigation
• Step 3: Binding arbitration in accordance with the rules of [Insert Arbitration Institution]
• Step 4: Litigation in the courts of [Insert Jurisdiction] if arbitration does not resolve the dispute

13.3 Arbitration Agreement

Any dispute, claim, or controversy arising out of or relating to these Terms that cannot be resolved through negotiation or mediation shall be finally settled by binding arbitration in [Insert City, State] in accordance with the [Insert Arbitration Rules]. The arbitration shall be conducted by a single arbitrator knowledgeable in software development and digital services. The arbitrator's award may be entered in any court having jurisdiction.

13.4 Class Action Waiver

Both parties agree that any arbitration or proceeding shall be conducted in their individual capacities only and not as a class action or other representative action. The parties expressly waive their right to file or participate in a class action or seek relief on a class basis.

13.5 Equitable Relief

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights, confidential information, or to prevent irreparable harm, without first engaging in the dispute resolution process described above.

14. FORCE MAJEURE AND UNFORESEEN CIRCUMSTANCES

14.1 Definition of Force Majeure

"Force Majeure" means any event beyond the reasonable control of a party, including but not limited to: acts of God, war, terrorism, civil unrest, government actions, epidemics, pandemics, quarantine restrictions, strikes, labor disputes, utility failures, internet outages, cyberattacks, supplier failures, and any other circumstances that cannot be reasonably foreseen or prevented.

14.2 Excuse from Performance

If either party is prevented from performing its obligations due to Force Majeure, that party shall be excused from performance to the extent of and for the duration of the Force Majeure event, provided that:

• The affected party provides prompt written notice to the other party
• The affected party uses reasonable efforts to mitigate the impact
• The non-performance is not due to the affected party's fault or negligence
• Performance remains excused only for the duration of the Force Majeure event

14.3 Extended Force Majeure

If Force Majeure continues for more than 30 days, either party may terminate the affected project or Services without liability, except for payment obligations for Services already rendered. We will refund any prepaid fees for Services not rendered due to such termination.

14.4 Mitigation Efforts

During Force Majeure events, we will make reasonable efforts to continue providing Services through alternative means, including remote work arrangements, alternative suppliers, or modified delivery methods. Additional costs incurred for mitigation efforts may be billed as expenses with prior approval.

15. ENTIRE AGREEMENT AND CONTRACT INTERPRETATION

15.1 Complete Understanding

These Terms, together with any project proposals, statements of work, service level agreements, and other referenced documents, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.

15.2 Order of Precedence

In the event of any conflict or inconsistency between the documents comprising the entire agreement, the following order of precedence shall apply:

1. Project-specific statements of work or service agreements
2. These Terms and Conditions
3. Project proposals and quotations
4. Other referenced documents and attachments

15.3 Amendments and Modifications

No amendment, modification, or waiver of any provision of these Terms shall be effective unless in writing and signed by authorized representatives of both parties. Electronic signatures shall have the same legal effect as original signatures.

15.4 Interpretation Rules

These Terms shall be interpreted as follows: (i) headings are for convenience only and do not affect interpretation; (ii) the word "including" means "including without limitation"; (iii) references to statutes or regulations include all amendments and successor provisions; (iv) the plural includes the singular and vice versa.

15.5 No Reliance

Both parties acknowledge that they have not relied on any representation, undertaking, or promise except as expressly set forth in these Terms. All prior discussions, negotiations, and correspondence are superseded by these Terms.

16. CONTACT INFORMATION, NOTICES, AND COMMUNICATION

16.1 Official Contact Information

For all communications regarding these Terms, project inquiries, or legal notices, please contact us at:

16.2 Formal Notices

Formal legal notices, including notices of breach, termination, or indemnification claims, must be sent via registered mail or recognized courier service to the addresses specified above, with a copy sent via email. Notices are deemed received when delivered or when delivery is refused.

16.3 Routine Communications

Routine project communications, feedback, and general inquiries may be sent via email, project management tools, or other agreed communication channels. These communications are considered received when sent to the designated contact points.

16.4 Response Times

We strive to respond to all communications within reasonable timeframes:

• General inquiries: within 2 business days
• Project-related communications: within 1 business day
• Urgent technical issues: within 4 business hours during support hours
• Legal notices: within 5 business days of receipt

17. SERVICE LEVEL AGREEMENTS AND SUPPORT

Specific service level agreements (SLAs) may apply to certain Services and will be detailed in separate agreements. Standard support includes business hours support (9:00 AM to 6:00 PM local time, Monday through Friday, excluding public holidays). Emergency support may be available for critical issues under separate arrangement.

18. TRAINING AND KNOWLEDGE TRANSFER

We provide training and knowledge transfer sessions as specified in project agreements. These sessions are designed to ensure you can effectively use and maintain delivered solutions. Additional training sessions may be scheduled at standard hourly rates.

19. EXPORT CONTROL AND INTERNATIONAL TRADE

You agree to comply with all applicable export control and economic sanctions laws and regulations. You represent that you are not located in, under control of, or a national or resident of any restricted country, and are not listed on any government list of prohibited or restricted parties.

20. MISCELLANEOUS PROVISIONS

20.1 Relationship of Parties: The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

20.2 No Third-Party Beneficiaries: These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing herein confers any rights or remedies upon any third party.

20.3 Waiver: The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

20.4 Counterparts: These Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.