Last Update: 01.07.2018
Establishing a contractual relationship
Your acceptance of a meostudio OÜ project proposal constitutes your agreement to be bound by these terms, which establishes a contractual relationship between you and meostudio OÜ. If you do not agree to these terms, you may not access or make use of meostudio OÜ services. These terms expressly supersede prior agreements or arrangements with you. No other agreement whether verbal or written shall be in effect, except where agreed to and authorized in writing by meostudio OÜ.
Clarifying how we refer each other by terms
The terms “we,” “our,” and “us” refers to meostudio OÜ.
The terms “client(s)”, “you”, refer to site customers, users, clients, and any other financial investors of our services.
The term “Project Proposal” or “proposal” shall refer to the customized services, plans and fees we have created for you.
The term “preliminary works” shall refer to any design or development deliverables, tools, phases or prelaunch website work done in preparation for final launch and final delivery.
The term “content” shall refer to any and all text, images, products, posts, links, apps and external programs required for the design or development of a brand or website project.
Your proposal expires in 7 days.
The terms of client’s project proposal expire 7 days after being submitted to the client. If this proposal expires, we may modify the proposal and resubmit it to the client.
Our pricing includes only our service fees and all taxes.
Client agrees to pay us the fees listed in the project proposal, including all taxes. Pricing in the proposal includes only our fees. Any other costs, such as hosting, domains, printing, plugins, art licensing or photography, will be billed to client separately during the project unless explicitly included in the project estimate.
You have to pay a deposit payment before any work begins and all deposits are nonrefundable.
Initial deposit payment is due before any design work begins and final payment is due before any digital files or site is launched. Invoices shall be sent to the client every month unless an alternate schedule is stated in the proposal.
Client agrees to pay for the services at the rates and at the times indicated in the signed proposal. All deposits are nonrefundable. All payments are final.
If you fail to pay any invoices within 14 days, then we reserve the right to terminate the agreement.
Client’s failure to pay any invoice within 14 days from the date the invoice was sent (by us), shall be in breach of their agreement and we shall have the right to discontinue providing services until such unpaid invoices are paid in full. We reserve the right to modify the project schedule in case of a late payment. Client’s failure to pay any invoice is also a breach of this agreement and we reserve the right to terminate the agreement in its entirety.
All grants of any license to use or transfer ownership of any intellectual property rights under this agreement are conditioned on full payment, including all outstanding additional costs, expenses, fees, or any other charges.
CHANGES TO PROJECT SCOPE OF WORK
All change requests, confirmations or rejections of any changes must be done within five business days in order to avoid the project deadline.
If client wants to change the scope of work after acceptance of this agreement, client shall send us a written change order describing the requested changes in detail. Within five (5) business days of receiving a change order, we will respond with a statement proposing our availability, additional fees, changes to delivery dates, and any modification to the terms and conditions. We will evaluate each change order at its standard rate and charges. Client will be billed on a time and materials basis at our hourly rate of 100 EUR per hour. Such charges shall be in addition to all other amounts payable under this agreement, despite any maximum budget, contract price or final price identified. We may extend or modify any delivery schedule or deadlines in the agreement as may be required by such changes. Client will have five (5) business days to respond in writing accepting or rejecting the new proposal. If client rejects the proposal, we will not be obligated to perform any services beyond those in the original agreement.
The estimate is only a declaration of best intentions of the project timeline and budget, not a guarantee. Every party should use all efforts to complete the project without any delay.
Client shall use all reasonable efforts to provide needed information, materials and approvals need to complete a project.
We agree to use reasonable and diligent efforts to complete the services in a timely fashion, subject to adjustments or extensions of time for conditions or circumstances beyond our control, including, but not limited to, delays in deliveries of materials, changes to the scope of the services by client, the failure by client to timely provide instructions or information or any other cause beyond our control.
Client expressly acknowledges and agrees that any estimate of an anticipated completion date is a good faith estimate only and shall not be considered a representation or guarantee of a completion date.
EVALUATION + ACCEPTANCE
All corrections or changes after receiving the deliverables should be notified within five business days. If not, then the project will be considered approved and accepted.
Client shall, within five (5) business days after receiving each deliverable, notify us in writing of any failure to comply with the specification of the project proposal or of any other objections, corrections or changes required. We shall, within five (5) business days of receiving client(s) notification, correct and submit a revised deliverable to client. Client shall, within five (5) business days of receiving a revised deliverable, either approve the corrected version or make further changes. If client fails to provide approval or comments during any approval period, those deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this agreement.
This evaluation period can be explicitly modified or specified in the proposal.
ACCREDITATION + PROMOTION
You give us the rights to display the deliverables in our portfolio for the purpose of professional recognition.
We retain the right to reproduce, publish and display the deliverables in our portfolios and websites, in promotional galleries, blogs, design periodicals, marketing materials, and other (social) media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses.
RIGHTS TO PRELIMINARY WORKS
All our preliminary works remain our exclusive property. You only can use them until the project is done.
We retain all rights in and to all preliminary works, their components and products. Client shall return all preliminary works to us within ten (10) business days of completion of the services. All our preliminary works are and shall remain our exclusive property. We grant client a non-exclusive, nontransferable, perpetual, worldwide license to use our preliminary works, their components and product solely to the extent necessary with the final deliverables for the project.
All materials and information are confidential.
All material considered confidential by either party shall be designated as confidential. Confidential information shall not be disclosed to third parties and shall only be used as needed to perform this agreement. Confidential information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
You as a client have the right to ask us to modify, delete or access the confidential information we have about you anytime by sending us an email. We will retain the information required for legal compliance.
INDEMNIFICATION AND LIABILITY
We agree to do no harm to each other and work responsibly and with respect.
Client agrees to indemnify, defend, and hold harmless us and our directors, officers, employees, agents, partners, and affiliates from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in deliverables at the request of the client. This indemnification shall be applied without regard to the negligence of any party, including any indemnified person.
The services and the work product of us are sold “as is.” In all circumstances, the maximum liability of us, our directors, officers, employees, design agents and affiliates (“our partners”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, court or otherwise, shall be limited to our net profit. In no event shall we be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by us, even if we have been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
These are the conditions that can lead to the termination of the contract.
- If a party breaches any of its material responsibilities and obligations under this agreement,
- including meeting all agreed upon project deadlines and client/meostudio OÜ deliverable responsibilities.
- If a party ceases to conduct business in its normal course;
- If a party makes an assignment for the benefit of creditors;
- If a party is liquidated or otherwise dissolved;
- If a party becomes insolvent;
- If a party files a petition in bankruptcy and a receiver, trustee, or custodian is appointed for it; and
- If a party commits any acts that are in violation of federal, state, or local laws.
In the event of termination, the client shall pay us for the services performed through the date of termination in the amount of a prorated portion of our fees due. Client shall pay all other expenses, fees, and additional costs incurred through the date of termination.
If this contract is terminated by the client, meostudio OÜ is not responsible for the return of any down payments made by the client. All booking deposits are final.
In the event of termination, the client shall return all preliminary works and all our products to us. Further, the client will no longer have the license to use any preliminary works and our products.
All notices under this agreement shall be given by writing an email. Notice will be effective when acknowledged with a reply email.
The notices will be sent to the contact information reflected in the client’s executed meostudio OÜ project proposal.
Our company functions under Estonian jurisdiction.