Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") are entered into between Morrow & Kiln Digital Works ("Company," "we," "us," "our") and you ("Client," "you," "your"). By engaging our services, accessing our website, or entering into a service engagement with us, you agree to be bound by these Terms.

If you do not agree to these Terms, do not engage our services or access our website.

2. Services Provided

Morrow & Kiln Digital Works provides product design, UX research, custom software development, and related professional services. The specific scope of work for each engagement shall be detailed in a separate Statement of Work (SOW), proposal, or engagement agreement.

All services are provided on a best-efforts basis according to industry standards and the agreed-upon terms.

3. Payment Terms

Invoicing and Payment

• Fees for services will be outlined in the project proposal or SOW
• Invoices are issued upon engagement commencement or at specified milestones
• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments may accrue interest at 1.5% per month or the maximum rate allowed by law

Scope Changes

Any changes to the agreed-upon scope of work may affect timeline and cost. We will provide written estimates for changes before proceeding. Approval from the Client is required before additional work beyond the original scope is performed.

4. Intellectual Property

Upon full payment of fees, all deliverables created specifically for the Client, including source code, designs, documentation, and work product, shall become the property of the Client. This includes all intellectual property rights.

The Client acknowledges that we may use general methodologies, processes, and knowledge gained during the engagement for future work, provided this does not compromise Client confidentiality.

Pre-existing materials, tools, libraries, and frameworks used in the engagement remain the property of their respective owners, subject to applicable open-source licenses.

5. Confidentiality

Both parties agree to maintain confidentiality of sensitive business information shared during the engagement. This includes but is not limited to business strategies, financial data, customer information, and proprietary processes.

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of this agreement
• Is independently developed without reference to confidential information
• Is required to be disclosed by law or regulation
• Is necessary to defend legal claims

6. Project Scope and Timeline

Project scope and timelines are estimates based on information available at the time of proposal. Timelines may be affected by:

• Client availability and responsiveness
• Changes to project requirements
• Technical complexities that emerge during development
• Third-party dependencies or integrations
• Force majeure events

We will communicate any significant timeline impacts as soon as they are identified.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MORROW & KILN DIGITAL WORKS BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages arising from delays, errors, or omissions in our services

OUR TOTAL LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE FEES PAID FOR THE PROJECT IN QUESTION.

8. Warranty and Disclaimer

SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

While we use industry best practices, we cannot guarantee that software will be error-free or uninterrupted. We will make reasonable efforts to fix bugs and issues reported by the Client.

9. Client Responsibilities

The Client agrees to:

• Provide timely feedback and direction on project decisions
• Make stakeholders available for interviews, testing, and feedback sessions
• Provide access to necessary systems, data, and documentation
• Ensure that all required permissions and licenses are obtained for third-party tools or services
• Pay invoices in a timely manner as specified

10. Termination

Either party may terminate an engagement with written notice. If terminated by the Client, payment is due for all work completed up to the termination date, plus reasonable costs incurred.

Upon termination, we will provide all work product and documentation completed to that point, subject to payment of outstanding invoices.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in the United Kingdom.

12. Entire Agreement

These Terms, along with any Statement of Work, proposal, or engagement agreement, constitute the entire agreement between the parties regarding the services. Any previous understandings, written or oral, are superseded by these Terms.

No modification of these Terms is valid unless made in writing and signed by both parties.

13. Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed. The remaining provisions shall remain in full force and effect.

14. Contact Information

For questions about these Terms or to discuss your engagement, please contact us: