Services Contract

Terms & Conditions

Ownership

Keystone UX is a design and development business and as such we utilise proprietary software during the lifespan of a project to help us meet your goals. The source files we create which are used to produce the agreed-to deliverables remain the exclusive property of Keystone UX. These may include (but are not limited to):

  • Developed proprietary, pre-compiled codebase and associated files
  • Source design files (examples may include Adobe XD, Illustrator, Photoshop and/or After Effects files)

The deliverables will remain your property with exclusive rights to you. As such you are free to use them as you see fit. These may include (but are not limited to):

  • Compiled application codebase. Deployable & deliverable to you as outlined in the SoW
  • Flat design files created from original source design files

Any third-party dependencies (examples may include any extra add-on code or design assets), unless explicitly stated in their terms of agreement are exclusively owned by their respective third-parties.

Where possible we strive to use open-source, royalty free, commercially usable assets in projects as frequently as possible. When these assets are used and supplied as part of the deliverables, the nature of these assets and their respective licensing freedoms apply to you also.

Point of Contact

Keystone UX will require one point of contact during the duration of this project for clarifying requirements for design, key features, usability and maintenance issues. Keystone UX requires this person be available to answer questions arising from the project within 24hrs on workdays (subject to reasonable exceptions), and to have authority to make directional decisions in relation to this project.

Project Management & Communication

Keystone UX may manage this project using third-party project collaboration software. Your Point of Contact, stakeholders and collaborators will receive appropriate & acceptable access to the project and associated assets (assets as defined in section labelled “Ownership”). This may act as a primary method of communication, documentation and reporting for this project. Any approvals marked within the system by the Point of Contact will be considered as official written approval.

Response Time

Keystone UX works exclusively with Independent Contractors. The benefit of a flexible team is rapid scalability and a diverse set of services. Due to the nature of this business model, Keystone UX is not set up to support on-call services. Within the duration of this project Keystone UX will make every effort to reply to inquiries within 24 hours except where you have been previously notified of a period of limited availability.

Keystone UX will respond in good faith but cannot guarantee any specific action within a given time frame. While Keystone UX strives to meet our timelines, delays in communication from third parties or you may result in longer project times. Rest assured that Keystone UX will make every effort to rise to these challenges.

Dependencies

If any aspect of this project is dependent on a separate third-party or your resources, the quality & punctuality of the deliverables may be subject to said-party’s ability to meet the required timelines and/or level of quality. Keystone UX is not responsible for delays or defects caused by third-parties and/or your own resources.

If it is deemed a third-party dependency ought to be used, we will discuss with you what the dependency is, its implications in using it, its limitations as far as licensing is concerned and leave the decision up to you as to its usage.

Backups

Keystone UX maintains frequent internal backups of active project assets. This backup system is not intended as a client solution, rather as an archive throughout the duration of this project. Whilst our backup system is redundant, it is not guaranteed and does not support any content produced by you.

You are solely responsible for the backup, restoration and maintenance of your deployed project and any associated data. However, we can offer you a service in which we do look after this aspect for you. We maintain final project source file backups in the event we need to revisit or extend this project in the future.

Security

Keystone UX makes every effort to provide a secure final project but due to the nature of rapidly advancing technology, we can in no way guarantee that the final project will not be subject to security breaches. We recommend the use of strong passwords and the adherence to standard security practices. You are solely responsible for adhering to said practices. Any assistance required beyond the scope of the SoW is subject to remunerations.

Limited Liability

You shall be responsible for:

  • The accuracy and adequacy of information and data supplied to us
  • Any use of the deliverables from this project
  • Obtaining required licenses and respect of copyrights for any and all third-party assets including but not limited to fonts, media and software
  • The continued operation and maintenance of computer equipment and third-party software used with the finished project
  • Complying with any operational, environmental and maintenance recommendations and requirements of the applicable licensors, vendors and manufacturers

You agree that any liability of Keystone UX relating to this agreement and the services performance shall be limited to the remunerations received by Keystone UX from you under this agreement regarding the services in question. Keystone UX will not be liable for any special, incidental, indirect, cover, consequential, exemplary or punitive damages. Keystone UX will not be liable for any damages based on injury to person or property, lost sales, profits or data even if you are informed that such damages may occur.

Credit

Keystone UX retains the right to use you within our roster of clients. We will place a small link to our business website within the footer of your website or a credit within your application (dependant on which scenario is appropriate) denoting out involvement as we are proud of the work we do. Upon request we will omit this link.

Review, Expiration or Cancellation

This Services Contract is valid to be signed for 30 days after it was received. If the Services Contract is not signed within 30 days a new Services Contract must be issued.

After this Services Contract has been signed, there is a 14-day grace period in which a full refund may be issued in the event of cancellation. All works completed if this project is cancelled within the 14-day grace period remain the exclusive property of Keystone UX.

Should you choose to terminate this Services Contract after this grace period, any payments are considered non-refundable unless we supply you unsatisfactory work. Any deliverables completed up to point of cancellation will be supplied to you. In the event of a full refund, all works completed for this project remain the exclusive property of Keystone UX.

Should we choose to terminate this Services Contract, a full refund will be issued to you, but all works completed for this project remain the exclusive property of Keystone UX however, you may choose to receive the deliverables worked on to-date (with exclusive rights to you) and we retain payments received.

Support

Keystone UX will provide support and training for deliverables where appropriate. This may be in the form of in person, online video call, email, documentation or directions within this project’s application.

Warranties

Keystone UX will provide updates for any unintended bugs/issues resulting from work we do on this project within the bounds of the deliverables for up to 30 days after completion of this project. All updates beyond this period are your responsibility. We will be happy to make arrangements with you should you need further support.

Hourly-rate projects are not subject to warranty. Design and the placement, editing and arrangement of editorial contents are not subject to warranty.

Payment Terms

Keystone UX at time of preparing the Services Contract, categorises works into one of three categories, each with different payment requirements. This will be noted in the Services Contract section titled "Remunerations". They are as follows:

Small Project

Upon signing of this Services Contract, Keystone UX will in-turn sign and supply you a final copy. Work will then begin on this project. At the completion of this project, an invoice for the amount stated within this Services Contract will be supplied before deliverables are supplied/deployed.

Once payment is received, all deliverables will be handed over.

Medium Project

Due to the nature of this project, we require a 50% deposit as initiation and the final 50% upon completion of this project.

Upon signing of this Services Contract, Keystone UX will in-turn sign and supply you a final copy. Keystone UX will supply you an invoice for the initial 50% payment. Once payment is received, work will then begin on this project.

At the completion of this project, another invoice for the final 50% of this project’s costs will be supplied to you. Once payment is received, all deliverables will be handed over.

Large Project

Due to the nature of this project, Keystone UX will work on a Milestone process. This implies as each milestone is reached, a percentage of this project’s costs will be paid before the next milestone begins.

We require a 50% deposit as initiation of this project, a further 25% payment once designs are complete and approved and the final 25% payment at the completion of this project.

Upon signing of this Services Contract, Keystone UX will in-turn sign and supply you a final copy. Keystone UX will supply you an invoice for the initial 50% payment. Once payment is received, work will then begin on this project.

Upon completing design work and is approved by you, Keystone UX will supply you another invoice for the next 25% payment. Once payment is received, work will then begin on the next stage of this project.

At the completion of this project, another invoice for the final 25% of this project’s costs will be supplied to you. Once payment is received, all deliverables will be handed over.