Client Terms

1. How the agreement is formed

The client agreement consists of the signed or accepted project details, proposal/quotation/SOW, these Client Terms, the Payment Terms, Delivery and Revision Policy, and the Data Processing Agreement where personal data is processed on the client’s behalf. For larger or repeat engagements, the Master Services Agreement and SOWs govern instead. If documents conflict, the priority stated in the signed agreement applies; the DPA prevails on personal-data matters.

2. Business clients

These Client Terms are intended for clients acquiring services primarily for business or professional purposes. If mandatory consumer law applies to a particular engagement, those mandatory rights are not excluded or limited by these terms.

3. Scope and deliverables

The project scope, deliverables, platforms, pages/screens, features, milestones, timeline assumptions, revision rounds and fees are those stated in the applicable project document. Anything not expressly included is outside scope. Where development is included, the project document should identify the expected technology, environments, integrations, hosting responsibilities and supported platforms where relevant.

4. Client responsibilities

• Provide accurate briefs, content, data, approvals, credentials, access and dependencies reasonably required for the project.
• Appoint a decision-maker and provide consolidated feedback within the agreed period.
• Ensure Client Materials and instructions can lawfully be used and do not infringe third-party intellectual-property, privacy or other rights.
• Maintain appropriate backups and security for systems under the client’s control.
• Obtain licences, consents and regulatory approvals for the client’s business/product unless the project document expressly makes Nebs-Creative responsible for a specific item.

5. Changes and revisions

The included revision rounds are stated in the proposal or SOW. A revision refines work within the approved scope and direction. New pages, screens, features, integrations, substantial new directions or changes to an approved stage may be treated as a Change Request. We will explain the effect on fees and timing before starting additional work.

6. Timelines, feedback and delays

Project dates are estimates unless expressly stated as fixed. Timelines assume timely payment, access, content and feedback. Client-caused delays move the schedule and may affect team availability. If feedback is not provided within the contractual approval period, the relevant stage may be treated as approved after the reminder/approval process described in the Delivery and Revision Policy.

7. Fees and payment

Fees and payment milestones are set out in the applicable proposal, quotation or SOW. The standard policy is 50% to start and 50% on completion for projects under US$5,000, and 40%/30%/30% for projects of US$5,000 or more, unless the project document states otherwise. Ongoing services are generally billed monthly in advance. Invoices are normally due within 7 days. Final source files are released when all amounts due for the relevant project are paid.

8. Ownership and intellectual property

Client Materials remain the client’s property. Once all amounts due for the relevant work are paid, Nebs-Creative assigns to the client the intellectual-property rights it owns in the final approved bespoke deliverables identified in the agreement, subject to the signed agreement and any Confirmation of IP Transfer. Nebs-Creative retains ownership of its pre-existing and independently developed tools, templates, methods, component libraries, generic code, know-how and other Background Materials, while granting the client the licence required by the agreement to use any such materials embedded in paid final deliverables.

Unused concepts, drafts and rejected directions are not transferred unless expressly agreed. Third-party and open-source materials remain subject to their own licence terms. Fonts, stock assets, plugins, libraries, APIs and other third-party items may require separate licences.

9. Portfolio use

Unless the applicable project document says otherwise, Nebs-Creative may show publicly released work in its portfolio after launch or, if the project has not launched, after the waiting period set out in the applicable agreement. White-label work is not shown publicly. A client may opt out or agree a later publication date in the project document.

10. Confidentiality

Each party must protect the other’s confidential information with reasonable care, use it only for the engagement, and disclose it only to people who need it and are bound by appropriate confidentiality obligations. The separate NDA may be used before a services agreement is signed.

11. Personal data

Each party is responsible for personal data it processes as an independent controller. Where Nebs-Creative processes Client Personal Data on the client’s behalf, the Data Processing Agreement applies. Clients should provide sample, anonymised or pseudonymised data wherever reasonably possible.

12. AI-assisted work

Approved AI-assisted tools may be used for production support, subject to the project terms, confidentiality obligations and data-protection restrictions. Client confidential information and Client Personal Data must not be used in unapproved AI tools. Clients may prohibit AI-generated elements in final deliverables by stating that requirement in the proposal or SOW.

13. Third-party services, integrations and platforms

A project may depend on third-party hosting, APIs, plugins, app stores, payment providers, analytics, libraries or other platforms. Nebs-Creative is not responsible for outages, policy changes, price changes, rejection decisions or failures caused by those third parties except to the extent caused by our breach of an agreed obligation. App-store approval, search ranking, advertising performance and other third-party outcomes are not guaranteed.

14. Accessibility, legal and regulatory scope

Unless expressly included in the project scope, the services do not include legal advice, regulatory advice, trademark clearance, formal accessibility certification or a legal compliance audit. Accessibility implementation or testing against a specified WCAG level or other standard must be expressly included in the project document. The client remains responsible for legal compliance of its business, content and product except for obligations Nebs-Creative expressly accepts in writing.

15. Support and defects

Unless the project document states otherwise, the supplied pack provides 14 days of post-handover fixes for defects in delivered work. This does not include new features, scope changes, third-party outages, client/third-party modifications, hosting changes or problems caused by unsupported environments.

16. Suspension and late payment

If an invoice is overdue, Nebs-Creative may issue reminders, charge any interest/recovery costs permitted by the agreement and applicable law, and after the contractual notice period pause work until the account is brought up to date. The schedule moves by the resulting delay and restart depends on team availability.

17. Ending a project

The client may end a one-off project on the notice period stated in the governing agreement. If cancellation occurs before work starts, the deposit is refunded less approved unrecoverable third-party costs. After work starts, the client pays the amount required by the governing agreement for work performed and reserved capacity, plus approved expenses. If Nebs-Creative cannot complete the project for reasons not attributable to the client, prepaid amounts for work not performed are refunded. Rights in paid completed work are handled under the governing IP terms.

18. What we do not guarantee

Nebs-Creative does not guarantee revenue, profit, conversion rates, traffic, search ranking, fundraising, customer adoption, app-store approval, uninterrupted third-party services or any other business outcome unless an express written guarantee is included in the project document.

19. Liability

Nothing excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be limited. Subject to mandatory law and the governing agreement, neither party is liable for indirect or consequential loss or specified business losses, and the general project liability cap is the total fees paid and payable for the project; for ongoing services, the applicable agreement uses the agreed recurring-fee cap. The detailed liability, indemnity and exclusions in the signed agreement control.

20. Hiring our team

Where incorporated into the client agreement, the client agrees not to hire or engage a person who worked on the project during the restricted period without written agreement and payment of the stated placement fee. The current standard in the supplied pack is 12 months and US$5,000 per person, subject to the exceptions stated in the signed Client Services Agreement or MSA.

21. White-label work

Where a project is marked white-label, Nebs-Creative works without public branding, does not publicly show the work, and follows the contact/non-circumvention commitments in the governing agreement. If Nebs-Creative processes an end-client’s personal data as a sub-processor, the client is responsible for obtaining the required authorisation and making disclosures required by applicable data-protection law.

22. Marketplaces

If the client hires Nebs-Creative through a marketplace, the marketplace rules take priority for matters such as platform payment protection and disputes to the extent they conflict with these terms. The remaining client terms continue as additional terms where permitted.

23. Events outside reasonable control

Neither party is responsible for delay or failure caused by events beyond its reasonable control, subject to the detailed force-majeure clause in the governing agreement. Payment for work already performed is not excused.

24. Disputes and governing law

The parties should first try to resolve disputes through their project contacts and escalation process. Unless a different signed agreement governs, the client relationship is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction, with the additional unpaid-fee rights stated in the governing agreement. Mandatory law that cannot be excluded remains applicable.

25. General

The complete agreement is the collection of documents incorporated into the relevant engagement. Changes must be agreed in writing. Electronic signatures and counterparts are permitted where the governing agreement allows. If a provision is unenforceable, the remaining provisions continue to apply.