BMITV — BuildMyIdea. Total Vision
Last Updated: September 2022
These Terms and Conditions govern access to our website and the services we provide (the “Company,” “we,” “us,” or “our”).
By using our website, requesting our services, approving a proposal, signing a Service Agreement or Statement of Work, or paying an invoice, you (“Client,” “you,” or “your”) agree to be bound by these Terms.
If you do not agree to these Terms, you must not use our website or services. A signed Service Agreement or Statement of Work may contain additional terms. If there is a conflict, the signed agreement will take priority for that specific project.
You must be at least 18 years old and legally capable of entering into a binding agreement.
If you accept these Terms on behalf of a company, organization, or another legal entity, you confirm that you have the authority to legally bind that entity.
We provide creative and digital services, which may include software development, website design, branding, digital strategy, consulting, creative direction, and related services.
The specific services, deliverables, deadlines, fees, revisions, milestones, and requirements will be described in a separate proposal, Service Agreement, or Statement of Work.
We are not required to provide services that are not expressly included in the applicable written agreement. Additional services require written approval and may result in additional fees and revised deadlines.
The Client agrees to:
Delays caused by the Client may affect the project schedule and may result in additional charges. If the Client does not respond for 21 consecutive days, we may pause the project, revise the schedule, or charge additional fees for restarting the work.
Any change to the approved scope, design, specifications, functionality, content, or timeline must be approved in writing.
We may charge additional fees for changes, extra revisions, new requirements, changed instructions, delayed approvals, or inaccurate information provided by the Client.
Approved changes may also require a revised delivery date. Email approval will be considered written approval unless the parties agree otherwise.
We retain all rights in our pre-existing and independently developed materials, including software, source code, frameworks, libraries, tools, templates, designs, concepts, processes, methodologies, know-how, and reusable components.
The Client retains ownership of materials provided to us. The Client grants us a limited, non-exclusive license to use, reproduce, modify, and display those materials solely as necessary to provide the services.
Unless a signed written agreement states otherwise, we retain ownership of source code, source files, working files, drafts, unused concepts, internal tools, processes, and Company Materials.
After the Client has paid all amounts due in full, we grant the Client a non-exclusive, worldwide, perpetual license to use the final approved deliverables for the Client’s own business and marketing purposes.
The Client may not resell, sublicense, redistribute, copy, modify, or use Company Materials to create competing products without our prior written permission.
Any transfer or assignment of ownership must be expressly stated in a separate written agreement. No ownership rights transfer before all outstanding invoices have been paid in full.
Deliverables may include third-party software, plugins, fonts, stock images, APIs, hosting services, or open-source components. These materials remain subject to their own licenses and terms.
The Client is responsible for third-party subscription fees, renewals, and compliance with third-party licenses unless otherwise agreed in writing.
Unless the Client opts out in writing before the project begins, we may display the Client’s name, logo, and publicly available details of completed work in our portfolio, proposals, social media, website, and marketing materials.
We will not intentionally disclose confidential information for promotional purposes.
Each party agrees to protect the other party’s confidential information and use it only for the purpose of performing or receiving the services.
Confidential information does not include information that is publicly available, already known without a confidentiality obligation, independently developed, or lawfully received from another source.
A party may disclose confidential information when required by law, provided that it gives prior notice when legally permitted.
These confidentiality obligations continue for 365 days after the end of the business relationship. Trade-secret obligations continue for as long as the information remains protected as a trade secret.
We may collect and process personal information as described in our separate Privacy Policy.
We may use service providers such as hosting companies, analytics providers, payment processors, communication platforms, security providers, cloud-storage services, and subcontractors when reasonably necessary to operate the business or provide the services.
The Client must not provide personal data to us unless the Client has a lawful basis and all required permissions to do so.
Where we process personal data on behalf of the Client, the parties may enter into an additional data-processing agreement where required.
The Client must not use the website, services, or deliverables for:
We may suspend or terminate services if we reasonably believe that the Client has violated this section or applicable law.
We will perform the services with reasonable care and skill.
If a deliverable materially fails to conform to the agreed written specifications, the Client must notify us in writing within [NUMBER] days of delivery. Our primary obligation will be to make reasonable corrections within a reasonable period.
Except for warranties that cannot legally be excluded, the services and deliverables are provided “as is” and “as available.”
We do not guarantee uninterrupted service, error-free performance, compatibility with every device or third-party system, search-engine rankings, revenue, conversions, business results, or any particular outcome.
To the maximum extent permitted by law, the Client agrees to defend, indemnify, and hold harmless the Company, its owners, employees, contractors, suppliers, and service providers from claims, damages, losses, liabilities, costs, and reasonable legal fees arising from:
To the maximum extent permitted by law, we will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost data, business interruption, or loss of business opportunities.
To the maximum extent permitted by law, our total aggregate liability arising from a project will not exceed the amount actually paid to us for that project during the six months before the event giving rise to the claim.
Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited, including liability for fraud, intentional misconduct, or other legally protected rights.
Either party may terminate a project for a material breach if the breach is not corrected within 15 days after written notice.
We may suspend or terminate services immediately in cases involving non-payment, illegal activity, serious security risks, abusive conduct, or conduct that may expose us to legal or reputational harm.
When a project ends, the Client must pay for all services performed, approved expenses, non-cancellable commitments, and work completed before the termination date.
Any license granted to the Client remains conditional on full payment of all amounts due.
Neither party will be responsible for delays or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, widespread internet failures, hosting failures, cyberattacks, utility failures, or failures of third-party platforms.
We may update these website Terms by publishing a revised version with a new effective date.
Changes will not modify a signed Service Agreement or Statement of Work unless the Client agrees in writing.
Continued use of the website after an update constitutes acceptance of the revised website Terms.
The parties agree to first attempt to resolve any dispute, claim, or disagreement through good-faith communication and written discussions.
If the dispute cannot be resolved informally, either party may exercise any rights and seek any remedies available under applicable law.
Nothing in these Terms prevents either party from seeking urgent or legally available relief when necessary to protect its rights, property, confidential information, or intellectual property.
For questions regarding these Terms and Conditions, please contact us through the official contact method available on bmitv website.