Terms and Conditions for Web Design Services
These Terms and Conditions (“Terms”) govern the web design services (“Services”) provided by Flycer AI (“Company”) to the client (“Client”). By using the Services, the Client agrees to be bound by these Terms.
Services: The Company will provide web design services as described in a Statement of Work (“SOW”) to be mutually agreed upon and signed by the parties. The SOW will detail the scope, timeline, and fees for each project. Changes to the SOW must be agreed to in writing.
Fees and Payment: Client will pay Company the fees set forth in the SOW. Company will invoice Client on completion of milestones as set forth in the SOW. Payment is due within 7 days of invoice date. Late payments accrue interest at 1.5% per month. Non-payment may result in suspension of Services.
Intellectual Property: All work product created by Company as part of the Services will be the property of the Client upon payment in full. Company retains ownership of all pre-existing materials, frameworks, software, code, and tools. Company grants Client a non-exclusive, royalty-free license to use such pre-existing materials solely as incorporated into the final deliverables.
Confidentiality: Both parties agree not to disclose each other’s confidential information.
Warranties: Company warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. Company makes no other warranties, express or implied. Client warrants that they have the right to provide Company with materials for use in the Services.
Limitation of Liability: In no event shall Company be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or related to the Services. Company’s total cumulative liability relating to the Services shall not exceed the amount of fees paid by Client under the applicable SOW.
Indemnification: Client shall indemnify and hold harmless Company from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from Client’s breach of these Terms or Client’s use of the deliverables.
Term and Termination: These Terms remain in effect until terminated by either party with 30 days written notice. Company may terminate immediately for non-payment by Client. Upon termination, Client shall pay for all Services performed through the termination date.
Disputes: All disputes relating to these Terms will be resolved by binding arbitration in Kauai County, Hawaii under the rules of the American Arbitration Association.
Governing Law: These Terms are governed by the laws of the State of Hawaii.
Entire Agreement: These Terms constitute the entire agreement between the parties and supersede any prior or contemporaneous agreements. These Terms may not be modified except in writing signed by both parties.
Severability: If any provision of these Terms is held unenforceable, the remaining provisions shall remain in effect.
Assignment: Neither party may assign any rights under these Terms without the prior written consent of the other party.
Independent Contractors: The parties are independent contractors. Nothing in these Terms creates an agency, partnership, or joint venture.
No Waiver: No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Notices: All notices required under these Terms shall be in writing and sent to the contact information for each party set forth in the most recent SOW.
