Terms And Conditions
- Interpretation and Definitions
Interpretation
Words with initial capitals have the meanings defined below. The plural includes the singular and vice versa.
Definitions
For the purposes of these Terms:
- “Client”, “You” or “Your” means the individual, business, or legal entity entering into services with Remoteface.
- “Remoteface”, “We”, “Us” or “Our” means Remoteface, operating under remoteface.com.
- “Services” means the digital and technology services provided by Remoteface, including but not limited to website development, UI/UX design, graphic design, SEO, social media services, custom application development, API integration, custom online portal development, SharePoint intranet solutions, business process automation, and AI solutions.
- “Proposal” means the document issued by Us describing the Services, deliverables, timeline, fees, milestones, and any applicable terms.
- “Deliverables” means the tangible or digital outputs (e.g., website files, app code, designs, assets, APIs, or documentation).
- “Confidential Information” means all non-public information disclosed by one party to the other, whether oral, written, or electronic.
- “Agreement” means these Terms & Conditions together with the Proposal and any accepted amendments.
- “Fees” means the amounts payable by You for the Services as stated in the Proposal or invoices.
- Acknowledgement
By engaging Remoteface, You acknowledge that You have read, understood, and agree to these Terms. If You do not agree, do not proceed with the Services.
- Services & Scope
3.1 We shall perform the Services as described in the Proposal.
3.2 Any additional work or changes outside the defined scope will require written approval and may incur additional Fees.
3.3 You agree to provide all necessary information, materials, and cooperation promptly. Delays caused by You may extend the timeline or result in additional Fees.
- Proposal, Fees, and Payment
4.1 The Proposal will specify total Fees, payment schedule, and method. A non-refundable deposit (typically 30–50%) is due before work begins.
4.2 Payments are due within 14 days of the invoice unless otherwise stated. Invoices not paid on time may be subject to a
reasonable late fee to cover administrative costs associated with overdue payments.
4.3 Failure to pay may result in suspension or termination of Services.
4.4 All Fees are
non-refundable once Services have commenced.
4.5 You are responsible for all taxes other than Our income taxes.
- Client Responsibilities
5.1 You must supply all required content, assets, and approvals.
5.2 You warrant that all materials supplied do not infringe third-party rights.
5.3 You agree to review and respond to Deliverables within agreed timelines to prevent project delays.
- Deliverables, Review & Revisions
6.1 Deliverables will follow the timeline in the Proposal.
6.2 The Proposal specifies the number of revision rounds. Additional revisions will incur additional Fees.
6.3 Your approval of Deliverables signifies final acceptance unless otherwise agreed.
6.4 Final Deliverables will be handed over upon full payment. Until then, all rights remain with Us.
6.5 Deemed Acceptance (New Clause)
If You fail to provide feedback or approval within
7 business days of Our submission of a Deliverable, or fail to respond to requests for information, the Deliverable will be deemed
approved and accepted, and We may proceed to the next milestone or completion. Any subsequent changes will be subject to additional Fees.
6.6 Post-Completion Support (New Clause)
Unless expressly stated in the Proposal, Services do not include post-launch support, maintenance, hosting, or bug fixes related to third-party updates. Such services require a separate written agreement and additional Fees.
- Intellectual Property ( Rewritten for Clarity)
7.1 Upon full payment, You will own the
final approved Deliverables created specifically for You.
7.2 However, Remoteface retains ownership of all
pre-existing tools, templates, libraries, code snippets, design systems, automation logic, or proprietary frameworks used to create those Deliverables (“Our IP”).
7.3 You are granted a
non-exclusive, non-transferable license to use Our IP only as integrated within the final Deliverables. You may not extract, resell, or reuse Our IP outside the project without written permission.
7.4 Third-party or open-source components used in Deliverables remain subject to their respective licenses.
7.5 You grant Us permission to display completed work for portfolio and marketing purposes, unless You request otherwise in writing.
7.6 You confirm that any content You supply is Your own or properly licensed, and You agree to indemnify Us against any related claims.
- Confidentiality
8.1 Both parties must keep all Confidential Information private and use it only for the purpose of the Services.
8.2 This does not apply to information that is public, previously known, or legally required to be disclosed.
8.3 Upon termination, each party must return or destroy the other’s Confidential Information unless retention is required by law.
- Warranties, Representations & Disclaimer
9.1 Each party warrants that it has the authority to enter into this Agreement.
9.2 We warrant that Services will be performed professionally and with reasonable care.
9.3 Except as expressly stated, all other warranties (including merchantability or fitness for purpose) are disclaimed.
9.4 (Strengthened Disclaimer)
We do not guarantee that the Services or Deliverables will be
error-free, compatible with all systems, secure from all breaches, fit for any particular purpose beyond what is described in the Proposal, or deliver specific business outcomes (such as higher traffic, sales, or rankings).
9.5 You acknowledge that digital projects may involve risks (including integrations or third-party dependencies) and accept those risks.
9.6 Automation and AI Services (New Clause)
When providing Business Process Automation or AI-related Services, We rely on the data and parameters You provide. We make no warranty as to the accuracy, completeness, or suitability of any automated or AI-generated outputs. You remain responsible for reviewing and verifying all such outputs.
- Limitation of Liability
10.1 Our total liability under this Agreement shall not exceed the total Fees paid by You.
10.2 We are not liable for indirect or consequential damages, including loss of profits, data, or reputation.
10.3 Some jurisdictions may not allow certain exclusions; in those cases, liability is limited to the maximum extent permitted by law.
- Termination
11.1 Either party may terminate this Agreement with 30 days’ written notice.
11.2 We may terminate immediately if You breach this Agreement and fail to cure it within 7 days.
11.3 Upon termination, You must pay for all work completed to date.
11.4 Sections relating to confidentiality, IP, and limitation of liability will survive termination.
- Force Majeure
Neither party shall be liable for delays or non-performance caused by events beyond reasonable control, including natural disasters, cyberattacks, war, or government actions.
- Governing Law & Dispute Resolution
13.1 This Agreement is governed by the laws of
California, USA.
13.2 Disputes will first be addressed through informal negotiation, then mediation/arbitration, or the courts of
Alameda County, California.
13.3 EU consumers retain any mandatory rights under their local laws.
- Severability & Waiver
If any clause is invalid, the remainder stays in effect. A waiver of one breach is not a waiver of future breaches.
- Changes to Terms
We may update these Terms with 30 days’ notice via email or website. Continued engagement constitutes acceptance of the revised Terms.
- Entire Agreement
This Agreement (including the Proposal) constitutes the full understanding between the parties and supersedes prior discussions or agreements.
- General Provisions
17.1 Neither party may assign this Agreement without consent, except Remoteface in case of merger or acquisition.
17.2 Section headings are for convenience only.
17.3 You grant Us a perpetual, royalty-free license to use non-confidential feedback to improve Our services.
17.4 You agree to comply with all applicable laws, including data protection, IP, and export controls.
- Contact Us
Remoteface LLC.
Email: info@remoteface.com
Address: 1225 Solano Ave #5a, Albany, CA 94706
End of Terms & Conditions