1. Definitions
- "Company," "we," "our," or "us" refers to Idea Forge Studios, operating in Charlotte, North Carolina.
- "Client," "you," or "your" refers to any individual or entity engaging our services or using our website.
- "Services" refers to web design, web development, hosting, maintenance, SEO, digital marketing, and any other services provided by the Company.
- "Deliverables" refers to all work products created by the Company for the Client, including designs, code, content, and documentation.
- "Agreement" refers to the combined terms of this document and any signed project proposal or statement of work.
2. Scope of Work
The scope of services will be defined in a written proposal or statement of work agreed upon by both parties. Any work requested outside the agreed scope constitutes a change request and may incur additional fees and timeline adjustments.
We reserve the right to subcontract portions of the work to qualified third parties while maintaining responsibility for the quality and delivery of all Deliverables.
3. Payment Terms
3.1 Project Work
Unless otherwise specified in the project proposal:
- A deposit of 50% of the total project fee is due before work begins
- The remaining balance is due upon project completion and before final delivery
- For projects exceeding $10,000, payment may be structured in milestones
3.2 Recurring Services
Hosting, maintenance, and retainer fees are billed monthly in advance. Payment is due within 15 days of invoice date.
3.3 Late Payments
Invoices not paid within 30 days of the due date may incur a late fee of 1.5% per month on the outstanding balance. We reserve the right to suspend services for accounts more than 30 days past due.
4. Intellectual Property
4.1 Client Materials
The Client retains ownership of all content, logos, images, and materials provided to the Company for use in the project. The Client represents that they have the right to use and provide such materials.
4.2 Deliverables
Upon full payment, the Client receives ownership of custom Deliverables created specifically for their project. This does not include pre-existing frameworks, libraries, tools, or proprietary systems used in the creation of Deliverables, which remain the property of the Company or their respective owners.
4.3 Portfolio Rights
The Company retains the right to display completed work in our portfolio, case studies, and marketing materials unless the Client provides written notice to the contrary.
5. Client Responsibilities
The Client agrees to:
- Provide all requested content, feedback, and approvals in a timely manner
- Designate a single point of contact for project communication
- Review and approve deliverables within 5 business days of submission
- Ensure all provided materials do not infringe on third-party rights
- Maintain current payment information and pay invoices on time
Delays in providing required materials or feedback may result in adjusted timelines and potentially additional costs.
6. Limitation of Liability
To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising from or related to the use of our services.
Our total liability for any claim arising from our services shall not exceed the total amount paid by the Client for the specific service giving rise to the claim within the preceding 12 months.
7. Warranties and Disclaimers
We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. Beyond this express warranty:
- Services are provided "as is" without warranties of merchantability or fitness for a particular purpose
- We do not guarantee specific search engine rankings, traffic levels, or business outcomes
- We do not warrant that websites will be error-free or uninterrupted
8. Termination
8.1 By Client
The Client may terminate services with 30 days written notice. The Client is responsible for payment of all work completed up to the termination date, plus any non-refundable third-party costs incurred on their behalf.
8.2 By Company
We may terminate services immediately if the Client fails to make timely payments, breaches these terms, or engages in conduct that is abusive or unethical. In such cases, all outstanding balances become immediately due.
8.3 Effect of Termination
Upon termination, we will deliver all completed Deliverables for which payment has been received. Hosting and maintenance services will cease at the end of the current billing period.
9. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement. This obligation survives termination of services for a period of two years.
10. Indemnification
The Client agrees to indemnify and hold harmless the Company from any claims, damages, or expenses arising from the Client's breach of these terms, the Client's use of Deliverables, or any content or materials provided by the Client that infringe on third-party rights.
11. Force Majeure
Neither party shall be liable for delays or failure to perform obligations due to circumstances beyond their reasonable control, including natural disasters, acts of war, epidemics, power failures, or disruptions to internet infrastructure.
12. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions. Any disputes arising under these terms shall be resolved in the courts of Mecklenburg County, North Carolina.
13. Changes to These Terms
We reserve the right to modify these Terms and Conditions at any time. Changes will be posted on this page with an updated "Last updated" date. Continued use of our services after changes are posted constitutes acceptance of the revised terms.
14. Contact
For questions about these Terms and Conditions, please contact us:
Idea Forge Studios
Charlotte, NC
Email: info@ideaforgestudios.com
Phone: (704) 871-2106