Terms & Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Ashgrey Digital ("Company," "we," "our," or "us") governing your use of our website and engagement of our software development, web design, mobile application development, technology integration, and related digital services ("Services").

By accessing our website or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our website or Services.

2. Services

2.1 Scope of Services

Ashgrey Digital provides the following services:

• Custom website design and development (Framer, WordPress, and custom solutions)
• Mobile application development (iOS, Android, and cross-platform)
• Technology integrations (Stripe, HubSpot, Google Workspace, Zapier, Odoo, and more)
• ERP implementation and customization
• Digital marketing and automation solutions
• Ongoing maintenance and support services

2.2 Service Agreements

Specific Services will be detailed in a separate Statement of Work ("SOW"), proposal, or service agreement that will outline the scope, deliverables, timeline, and pricing for each project. The SOW, together with these Terms, forms the complete agreement between the parties.

3. Client Responsibilities

To ensure successful project delivery, you agree to:

• Provide accurate and complete information, content, and materials as required
• Respond to requests for feedback and approvals in a timely manner
• Designate an authorized representative for project communications
• Ensure you have the rights to use any content, images, or materials provided to us
• Maintain confidentiality of any login credentials or access provided
• Comply with all applicable laws and regulations
• Make timely payments as agreed in the service agreement

4. Intellectual Property Rights

4.1 Client Materials

You retain all ownership rights to any content, data, trademarks, and materials you provide to us ("Client Materials"). You grant us a limited, non-exclusive license to use Client Materials solely for the purpose of delivering the Services.

4.2 Deliverables

Upon full payment of all fees, ownership of custom-developed deliverables specifically created for you ("Custom Work") will transfer to you, subject to the following:

• We retain ownership of any pre-existing tools, frameworks, libraries, or code ("Pre-existing Materials") used in the project
• You receive a perpetual, non-exclusive license to use any Pre-existing Materials incorporated into deliverables
• Third-party components remain subject to their respective licenses

4.3 Portfolio Rights

We reserve the right to display and reference completed work in our portfolio, marketing materials, and case studies, unless otherwise agreed in writing.

5. Payment Terms

5.1 Fees and Payment Schedule

Fees for Services will be specified in the applicable SOW or service agreement. Unless otherwise stated:

• A deposit of 50% is required before work commences
• Remaining balance is due upon project completion or as specified in the agreement
• Recurring services are billed monthly in advance

5.2 Late Payments

Payments not received within 14 days of the due date may incur a late fee of 1.5% per month. We reserve the right to suspend Services until outstanding payments are received.

5.3 Additional Work

Any work outside the agreed scope will be subject to additional fees. We will provide written estimates for approval before commencing additional work.

6. Project Timeline and Delays

We will use reasonable efforts to meet agreed timelines. However, timelines may be affected by:

• Delays in receiving Client Materials, feedback, or approvals
• Changes to project scope or requirements
• Technical challenges or third-party dependencies
• Force majeure events beyond our reasonable control

We will communicate any anticipated delays promptly and work with you to adjust timelines as needed.

7. Revisions and Change Requests

The number of revision rounds included in a project will be specified in the SOW. Additional revisions beyond the agreed scope may incur extra fees.

Significant changes to project scope, features, or requirements after work has begun will require a change order with adjusted timeline and pricing.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to the agreed specifications for a period of 30 days after delivery
• We have the right to provide the Services and grant the licenses contemplated herein

8.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability for any claims arising from these Terms or Services shall not exceed the total fees paid by you in the 12 months preceding the claim
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption
• We shall not be liable for any damages arising from your use of third-party services or integrations

10. Indemnification

You agree to indemnify, defend, and hold harmless Ashgrey Digital and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your use of the Services; (c) Client Materials provided by you; or (d) your violation of any third-party rights or applicable laws.

11. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the engagement. This includes but is not limited to:

• Business strategies and plans
• Technical specifications and source code
• Customer data and analytics
• Pricing and financial information

Confidentiality obligations shall survive the termination of these Terms for a period of three (3) years.

12. Termination

12.1 Termination for Convenience

Either party may terminate an ongoing service agreement with 30 days written notice. You will be responsible for payment of all work completed up to the termination date.

12.2 Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within 14 days of written notice.

12.3 Effect of Termination

Upon termination, we will deliver all completed work and Client Materials. Any licenses granted will remain in effect for work paid in full. Provisions relating to intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.

13. Dispute Resolution

Any disputes arising from these Terms shall be resolved as follows:

• Negotiation: The parties will first attempt to resolve disputes through good-faith negotiation
• Mediation: If negotiation fails, disputes shall be submitted to mediation before pursuing other remedies
• Governing Law: These Terms shall be governed by the laws of the jurisdiction where Ashgrey Digital is registered

14. General Provisions

14.1 Entire Agreement

These Terms, together with any applicable SOW or service agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

14.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated to active clients. Continued use of Services after changes constitutes acceptance.

14.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor in the event of a merger or acquisition.

14.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, acts of government, or infrastructure failures.