DSGN: Terms of Service

Last Updated: July 8, 2025

Please read these Terms of Service ("Terms") carefully before using the services provided by DSGN ("DSGN," "we," "our," or "us"). By engaging with DSGN for any of our digital branding services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.

1. Services Provided
DSGN provides digital branding and related services as outlined in our project proposals, agreements, or statements of work ("SOWs"). These services may include, but are not limited to, brand strategy, logo design, visual identity development, brand voice and messaging, website branding, social media branding, content strategy, and ongoing brand management. Specific details of services, deliverables, timelines, and fees will be specified in individual SOWs.

2. Client Responsibilities
2.1. Information & Cooperation: You agree to provide all necessary information, content, materials, and feedback in a timely manner as requested by DSGN to facilitate the provision of services. Delays caused by the Client's failure to provide timely information or feedback may impact project timelines and potentially incur additional costs.

2.2. Approvals: You are responsible for reviewing and approving all deliverables promptly. Your approval (written or implied by lack of timely response) signifies acceptance of the work and authorization to proceed to the next phase or finalization.

2.3. Accuracy of Information: You warrant that all information provided to DSGN is accurate, complete, and does not infringe on any third-party rights.

2.4. Legal Compliance: You are solely responsible for ensuring that your business operations, products, and services comply with all applicable laws and regulations.

3. Payment Terms
3.1. Fees: Service fees will be detailed in the SOW. Unless otherwise specified, all fees are quoted in USD and are exclusive of any applicable taxes (e.g., VAT).

3.2. Payment Schedule: Payment schedules will be outlined in the SOW. Typically, a portion of the fee (e.g., 50%) is due upfront before work commences, with subsequent payments tied to project milestones or a monthly retainer for ongoing services.

3.3. Late Payments: Payments not received by the due date may be subject to a late fee of [e.g., 2%] per month or the maximum permissible by law, whichever is less, on the outstanding balance. DSGN reserves the right to pause or terminate services for overdue accounts until payment is received in full.

3.4. Expenses: Any out-of-pocket expenses incurred by DSGN on your behalf (e.g., stock photography licenses, software subscriptions, third-party vendor fees) will be billed separately and require prior Client approval, unless specified otherwise in the SOW.

4. Intellectual Property
4.1. Client Content: You retain full ownership of all intellectual property rights in any content, materials, trademarks, or copyrights that you provide to DSGN ("Client Content"). You grant DSGN a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, and display the Client Content solely for the purpose of providing the agreed-upon services.

4.2. DSGN Deliverables: Upon full and final payment of all outstanding fees related to a specific project, DSGN will transfer to you the intellectual property rights (e.g., copyright) to the final, approved deliverables created by DSGN specifically for your project (e.g., final logo design, final website design files, final brand guide).

4.3. DSGN Tools & Methods: Notwithstanding the above, DSGN retains all intellectual property rights in its underlying tools, templates, processes, methodologies, pre-existing code, and general know-how utilized in the provision of services. These are not transferred to the Client.

4.4. Portfolio Rights: DSGN reserves the right to display and use the Client's project, including final deliverables, for its own marketing and promotional purposes, including on its website, social media, and in its portfolio, unless otherwise agreed upon in writing.

5. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information disclosed by the other party during the course of the engagement ("Confidential Information"). This includes, but is not limited to, business plans, financial information, trade secrets, and unreleased product details. This obligation excludes information that is publicly known, independently developed, or required to be disclosed by law.

6. Term and Termination
6.1. Term: These Terms remain in effect for the duration of the services as outlined in the SOW, or until terminated as per this section.

6.2. Termination by Client: You may terminate services by providing written notice to DSGN. If termination occurs before completion of services, you agree to pay for all work completed up to the date of termination, based on the agreed-upon rates or a pro-rata share of the project fee, plus any non-cancellable expenses incurred by DSGN.

6.3. Termination by DSGN: DSGN may terminate services with written notice if you materially breach these Terms (e.g., non-payment) and fail to remedy the breach within [e.g., 10] days of notice.

6.4. Effect of Termination: Upon termination, all outstanding payments become immediately due. DSGN will provide you with any final deliverables for which full payment has been received.

7. Warranties and Disclaimers
7.1. DSGN Warranty: DSGN warrants that the services will be performed in a professional and workmanlike manner, consistent with industry standards.

7.2. No Guarantees: DSGN does not guarantee specific results (e.g., sales, traffic, specific search engine rankings) as these depend on various factors beyond our control. Our services are advisory and creative in nature.

7.3. Disclaimer: Except as expressly provided in these Terms, DSGN disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8. Limitation of Liability
To the maximum extent permitted by law, DSGN shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your use or inability to use the services; (b) any conduct or content of any third party on the services; or (c) unauthorized access, use, or alteration of your transmissions or content. DSGN's total aggregate liability for any claims arising out of or relating to these Terms or the services shall not exceed the total amount paid by you to DSGN for the specific services giving rise to the liability in the [e.g., three (3)] months preceding the event giving rise to the claim.

9. Indemnification
You agree to indemnify, defend, and hold harmless DSGN, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with (a) your access to or use of the services; (b) your violation of these Terms; (c) your infringement of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (d) any dispute or issue between you and any third party.

10. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of Nepal. Any dispute arising out of or relating to these Terms or the services shall be subject to the exclusive jurisdiction of the courts located in Kathmandu, Nepal.

11. Miscellaneous
11.1. Entire Agreement: These Terms, together with any SOWs, constitute the entire agreement between you and DSGN regarding the services.

11.2. Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

11.3. Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and DSGN's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

11.4. Amendments: DSGN reserves the right to modify these Terms at any time. We will provide notice of any material changes by posting the updated Terms on our website. Your continued use of the services after such modifications constitutes your acceptance of the revised Terms.

If you have any questions about these Terms of Service, please contact us at:
dsgn.today@gmail.com