Terms & Conditions
Last Updated January 2024
1. BLITZD DESIGNS shall render the services selected by the client as set forth in the invoice, which shall constitute the scope of services. Any changes or additions to the scope of services must be agreed upon in writing by both parties. The client shall be responsible for any additional costs incurred as a result of such changes or additions to the scope of services, and BLITZD DESIGNS shall notify the client of any such costs before proceeding with the changes or additions.
2. Payment: The client agrees to pay BLITZD DESIGNS for all services rendered in accordance with the payment schedule outlined in the agreement. Late payments may be subject to interest charges of 1% per day, with a maximum late fee of $50 and a minimum late fee of $10. All payments are non-refundable. The client shall be responsible for any costs incurred by BLITZD DESIGNS as a result of the client's failure to make timely payments, including but not limited to collection costs and reasonable attorney's fees.
3. Intellectual Property: All intellectual property created or used in the course of providing services to the client, including but not limited to website designs, graphics, and content, shall remain the property of BLITZD DESIGNS until full payment has been received. Upon receipt of full payment, all rights to the intellectual property shall transfer to the client. The client shall not use any intellectual property belonging to BLITZD DESIGNS without prior written consent, and any such use without consent shall constitute a material breach of this agreement. If the client wishes to use any intellectual property belonging to BLITZD DESIGNS after full payment has been received, the client shall pay a reasonable license fee to BLITZD DESIGNS for such use.
4. Confidentiality: BLITZD DESIGNS agrees to keep all information related to the client and their business confidential, except as required by law. The client agrees to keep all information related to BLITZD DESIGNS confidential. Both parties shall use reasonable efforts to maintain the confidentiality of any confidential information provided by the other party and shall not disclose such information to any third party without the prior written consent of the disclosing party. The obligations of confidentiality set forth in this clause shall survive the termination of this agreement.
5. Warranties and Guarantees: BLITZD DESIGNS warrants that all services will be performed in a professional manner and will conform to industry standards. However, BLITZD DESIGNS does not guarantee that the services provided will meet the client's specific needs or requirements. The client acknowledges that BLITZD DESIGNS has made no representations or warranties other than those expressly set forth in this agreement. No other warranties, whether express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose, are made by BLITZD DESIGNS with respect to the services provided under this agreement.
6. Liability and Indemnification: BLITZD DESIGNS shall take reasonable care and skill in providing the services outlined in the agreement. However, BLITZD DESIGNS shall not be liable for any damages, including but not limited to direct, indirect, incidental, or consequential damages, arising from the services provided, except for any liability that cannot be excluded by law. The client agrees to indemnify and hold BLITZD DESIGNS harmless from any claims, damages, or expenses arising out of or in connection with the services provided under this agreement, including but not limited to any claims for infringement of intellectual property rights or breach of confidentiality.
7. Dispute Resolution: Any disputes arising from this agreement or related services shall be settled through mediation or arbitration. The parties agree to split the costs of any mediation or arbitration equally. The mediation or arbitration shall take place in Philadelphia, Pennsylvania, United States, and the language of the mediation or arbitration proceedings shall be English. Any decision or award rendered in the mediation or arbitration shall be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction.
8. Termination: Either party may terminate this agreement at any time upon written notice to the other party. Upon termination, the client shall pay BLITZD DESIGNS for all services rendered up to the date of termination, including any additional costs incurred due to changes or additions to the scope of services agreed upon in writing by both parties. The client shall have no further obligation to pay BLITZD DESIGNS after the date of termination, except as provided in this clause
9. Representations and Warranties: The client represents and warrants that (i) they have the legal right and authority to enter into this agreement and that they will comply with all applicable laws and regulations, (ii) they will provide BLITZD DESIGNS with all necessary information and cooperation reasonably required to provide the services, and (iii) the use of any materials or content provided by the client to BLITZD DESIGNS will not infringe on the intellectual property rights of any third party. BLITZD DESIGNS represents and warrants that they have the necessary skills, expertise, and resources to perform the services outlined in this agreement in a professional and timely manner.
10. Termination for breach: Either party may terminate this agreement immediately if the other party breaches any material term or condition of this agreement and fails to cure such breach within 30 days of receiving written notice of the breach from the non-breaching party. In the event of termination by the client for breach, BLITZD DESIGNS shall refund any amounts paid by the client for services not yet rendered as of the date of termination. In the event of termination by BLITZD DESIGNS for breach, the client shall pay BLITZD DESIGNS for all services rendered up to the date of termination, including any additional costs incurred due to changes or additions to the scope of services agreed upon in writing by both parties.
11. Force majeure: This clause states that neither party shall be held liable for any delay or failure to fulfill their obligations under the agreement if such delay or failure is caused by circumstances beyond their control. These circumstances are known as "force majeure" events and may include acts of God, war, terrorism, pandemics, strikes, or government regulations. This clause is intended to provide protection to both parties in the event that the agreement cannot be fulfilled due to circumstances beyond their control.
12. Governing Law: This agreement shall be governed by and construed in accordance with the laws of Pennsylvania, United States, without giving effect to its conflict of laws provisions. Any legal action or proceeding arising out of or relating to this agreement shall be brought exclusively in the courts located in Philadelphia County, Pennsylvania.
13. Entire agreement: This agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. Any amendment to this agreement must be in writing and signed by both parties.
14. Counterparts: This agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The parties agree that facsimile or electronic signatures shall have the same legal effect as original signatures.
15. Entire Agreement: This agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. This agreement may not be modified or amended except in writing signed by both parties.