Ninja Design Solutions (“NDS”, “we”, “us”, and “our”) provides its services to the Client subject to these terms and conditions, which constitute the entire agreement and understanding of the parties. Any other terms proposed by the Client, whether verbally, in writing or on a purchase order, are expressly excluded. By agreeing to these terms and conditions, the Client is entering into a legally binding agreement based on these terms and conditions. The following information is correct at the time of publishing. For an up to date version please request a copy from us directly.
We will provide our services with reasonable skill and care, subject to payment of the charges by the Client. Dates for commencement and delivery of the services quoted by us are estimates only and are not guaranteed. We will not be liable for any delay in the delivery of information, images and/or services.
PRICING AND PAYMENT
Prices are only valid for 30 days from the date shown on the quotation. Prices are quoted on the basis of information supplied by the Client. If the information supplied is incomplete or misleading or the Client’s plans are subsequently amended NDS reserves the right to increase its prices accordingly. Payment is when specified on our invoice. We shall be entitled to cancel and/or suspend the services if any payment is not made on the due date. Any already delivered intellectual property, samples or prototypes stay rightfully in the possession of NDS until full payment is received.
In the event that the Client cancels the services after accepting an order, it shall be liable in full for all costs incurred by NDS in relation to the order up to the time of cancellation and any costs or expenses incurred by NDS or to which we are committed prior to, or as a result of, the Client’s termination of the agreement. No refunds of payments made by the Client shall be given under any circumstances.
The Client will provide or assist us in obtaining whatever materials, text or information are required for the provision of the services. We reserve the right to charge for time spent acquiring or amending such materials, text or information where those supplied by the Client are inadequate, or where the Client’s instructions are inaccurate or incomplete.
The Client should not send original or unique materials to us and we accept no responsibility for loss or damage to Client material stored at our premises in any form.
The Client will review all specifications, drafts and proofs provided by us and provide feedback and/or approval in a timely manner. The Client will thoroughly check such specifications, drafts and proofs provided by us before signing off on them. Once written approval has been given the Client will have no further opportunity to make changes to the final product and we shall not be responsible for any error subsequently discovered in the final product. Nor will we be liable for any Client dissatisfaction with the product where the final product is produced in accordance with the signed-off specification. Any changes we do subsequently agree to make will be at our sole discretion and we reserve the right to charge for them. Any claims for damage or short supplied goods must be made in writing within seven days of goods being received.
RETENTION OF TITLE
All goods or services sold or supplied by NDS remain our property until payment is made in full.
The Client represents and warrants to NDS that any elements of text, graphics, images, designs, trademarks or other material supplied or disclosed to NDS are the property of the Client or the Client has permission from the rightful owner to use each of those elements and that its use of such material shall not infringe the intellectual property rights of any third party. Any product produced by NDS for the Client using or containing anything supplied or disclosed by the Client which infringes the intellectual property rights of any third party will remain the liability of the Client and the Client will indemnify and keep indemnified NDS against any loss, damage claim or expense arising out of such infringement.
Where all sums owed to us under this agreement have been received, NDS will assign to the Client all intellectual property rights (including copyright) in the final product as are owned by us and capable of assignment. All images, text, layouts, website scripts and source code appearing on or associated with our websites are copyright of NDS. All media published on our websites remain the intellectual property of NDS. NDS shall have the right to use the Client’s name & logo royalty-free in its own marketing material.
WARRANTIES AND LIABILITY
NDS warrants that to the best of its knowledge and belief the final product shall not infringe any third-party rights or be in any way contrary to English law. All other warranties or representations whether express, implied or statutory, with respect to our service, including, without limitation, any implied warranties of merchantability, accuracy, fitness for a particular purpose, or non-infringement are hereby excluded to the maximum extent permitted by law. No oral or written information or advice given by us shall create a warranty. In no event shall NDA be liable to the Client for any loss of business, loss of opportunity, profits or goodwill or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or we had been made aware of the possibility of the Client incurring such a loss. The Client shall indemnify and keep indemnifying NDS from and against any and all damage, loss, costs, expenses (including legal costs and expenses) and liability whether civil or criminal which we may incur or suffer resulting from any act, neglect or default of the Client or its agents, employees or licensees, or the infringement of the intellectual property rights of any third party.
The parties agree to treat as secret and confidential and not at any time for any reason during or after the termination of the agreement to disclose or permit to be disclosed or made use of any confidential information concerning the other’s business which they may acquire in the course of the agreement.
The above restrictions shall not prevent: (a) the disclosure of information if required by law; or (b) the disclosure of information which is already in the public domain otherwise than through unauthorized disclosure by the Consultancy.
Amendment: Any valid alteration to or variation of this agreement must be in writing and signed on behalf of each of the parties by a duly authorized representative.
No Waiver: No failure of either party to enforce at any time or for any period any term or condition of the agreement shall constitute a waiver of such term or of that party’s right later to enforce all terms and conditions of the agreement.
Severance: If any provision of the agreement is declared by any judicial or other competent authority to be illegal, void, voidable or otherwise unenforceable, or indication of the same is received by either of the parties from any relevant competent authority, such provision shall be deemed severed from the agreement and the remaining terms of the agreement shall remain in full force and effect.
Force Majeure: Neither party shall be liable for any delay in performing or failure to perform its obligations under the agreement to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (an “event of force majeure”) provided that the event of force majeure is not due to the fault or negligence of that party. Each party shall use its reasonable endeavors to minimize the effects of any event of force majeure. The Client’s obligation to pay all amounts due under this agreement is explicitly excluded from the provisions of this clause.
Jurisdiction: The agreement is governed by and is to be construed in accordance with the laws of the United States of America and shall be subject to the exclusive jurisdiction of the Courts of the United States of America.