Terms & Conditions

These Terms and Conditions (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or the “Client”), and ND Web Design (“we”, “us”, “our” or the “Studio”), concerning your access to and use of our website together with any services, deliverables, proposals or engagements provided by us (collectively, the “Services”).

By accessing our website, requesting a quotation, or engaging us to perform any Services, you acknowledge that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using the Services and must discontinue use immediately.

• “Deliverables” means any websites, applications, designs, code, content, or other materials produced by the Studio for the Client under an Engagement.
• “Engagement” means a specific project or scope of work agreed between the parties, whether by written proposal, quotation, email confirmation, or other documented means.
• “Fees” means the charges payable by the Client for the Services as set out in the applicable proposal or quotation.
• “Intellectual Property Rights” means all patents, copyrights, design rights, trademarks, database rights, trade secrets, know-how and all other intellectual property rights, whether registered or unregistered.

The Studio provides design, development, and related digital services. The precise scope, deliverables, milestones, and Fees applicable to any project shall be defined in the relevant proposal or quotation, which, once accepted, forms part of these Terms in respect of that Engagement.

Any work requested by the Client that falls outside the agreed scope shall be treated as additional work and may be subject to revised timelines and additional Fees, to be agreed in writing before such work commences.

Quotations and proposals are provided for information purposes and remain valid for thirty (30) days from the date of issue unless otherwise stated. Acceptance of a quotation, whether expressly in writing or by conduct (including making payment or instructing us to proceed), constitutes a binding agreement for that Engagement. We reserve the right to revise any quotation where the Client's requirements change or where information provided proves to be incomplete or inaccurate.

Fees are payable in the amounts and at the intervals specified in the applicable proposal. Unless otherwise agreed, a deposit may be required before work commences, with the balance due upon completion or in accordance with an agreed milestone schedule.

• All Fees are exclusive of any applicable taxes, duties, or levies, which shall be added where required by law.
• Invoices are payable within the period stated on the invoice. Late payments may attract interest and reasonable recovery costs as permitted under applicable Maltese law.
• We reserve the right to suspend Services or withhold Deliverables where any undisputed sum remains overdue.

The Client agrees to cooperate with the Studio in good faith and, in particular, to:

• provide accurate, complete, and timely information, content, and materials reasonably required for the performance of the Services;
• review and respond to requests for feedback or approval within a reasonable time;
• ensure that any materials supplied to us do not infringe the rights of any third party; and
• obtain and maintain all consents, licences, and permissions necessary for us to perform the Services.

We shall not be liable for any delay or failure to perform where such delay or failure results from the Client's failure to meet these responsibilities.

Any timelines or delivery dates communicated are estimates made in good faith and are dependent upon the timely cooperation of the Client. Time shall not be of the essence unless expressly agreed in writing. We shall not be responsible for delays caused by the Client, third parties outside our reasonable control, or events of force majeure.

The number of revision rounds included within an Engagement shall be as set out in the applicable proposal. Where the Client approves a deliverable or fails to provide consolidated feedback within a reasonable period, that deliverable shall be deemed accepted. Additional revisions beyond the agreed allowance may be subject to further Fees.

Subject to full payment of all Fees due under the relevant Engagement, the Studio assigns to the Client the Intellectual Property Rights in the final Deliverables created specifically for the Client, excluding any third-party materials and any pre-existing or generic tools, frameworks, libraries, components, or methodologies used in their creation.

The Studio retains ownership of all such pre-existing materials and reserves the right to reuse general know-how, techniques, and non-Client-specific components in other projects. Until full payment is received, all Intellectual Property Rights in the Deliverables remain the sole property of the Studio.

Unless the Client requests otherwise in writing, the Studio reserves the right to display and describe the Deliverables in its portfolio and marketing materials.

The Services may incorporate or rely upon materials, platforms, or services provided by third parties. Such third-party materials are subject to their own terms and licences, and the Client agrees to comply with the same. The Studio does not warrant and shall not be liable for the performance, availability, or continued provision of any third-party materials or services.

Unless expressly included within an Engagement, ongoing maintenance, hosting, updates, and support are provided under a separate arrangement. Where the Client engages us to provide such ongoing services, the applicable scope and terms shall be agreed between the parties. We will use reasonable care and skill to keep maintained sites secure, available, and able to accommodate the Client's growth.

We warrant that the Services will be performed with reasonable care and skill in a professional and workmanlike manner. Save as expressly set out in these Terms, and to the fullest extent permitted by law, all other warranties, conditions, and terms, whether express or implied by statute, common law, or otherwise, are excluded.

The website and any informational content are provided on an “as is” and “as available” basis. We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components, or that any particular commercial result will be achieved.

Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.

Subject to the foregoing, and to the fullest extent permitted by law: (a) we shall not be liable for any indirect, incidental, special, or consequential loss, or for any loss of profits, revenue, goodwill, data, or business opportunity, however arising; and (b) our total aggregate liability arising out of or in connection with an Engagement shall not exceed the total Fees actually paid by the Client for that Engagement.

The Client agrees to indemnify, defend, and hold harmless the Studio and its personnel from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with materials supplied by the Client, the Client's breach of these Terms, or the Client's violation of any law or the rights of any third party.

Each party shall keep confidential all non-public information disclosed by the other party in connection with the Services and shall use such information only for the purpose of performing or receiving the Services. This obligation shall not apply to information that is or becomes publicly available other than through breach of these Terms, or that is required to be disclosed by law or a competent authority.

Either party may terminate an Engagement by written notice if the other party commits a material breach that is not remedied within fourteen (14) days of written notice, or becomes insolvent or unable to pay its debts.

Upon termination, the Client shall pay for all Services performed and costs incurred up to the date of termination. Any provision of these Terms that, by its nature, should survive termination shall remain in full force and effect.

The Studio shall not be in breach of these Terms, nor liable for any delay or failure to perform, arising from any cause beyond its reasonable control, including but not limited to acts of God, governmental action, civil unrest, network or infrastructure failures, or the failure of third-party providers.

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Malta. The parties irrevocably submit to the exclusive jurisdiction of the courts of Malta, save that we retain the right to bring proceedings in any other competent jurisdiction to protect our rights.

• Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver. No failure or delay in exercising any right shall constitute a waiver of that right.
• Assignment. The Client may not assign or transfer its rights or obligations without our prior written consent.
• Entire Agreement. These Terms, together with any accepted proposal, constitute the entire agreement between the parties and supersede all prior discussions and understandings.
• Amendments. We may update these Terms from time to time. The version in force at the time an Engagement is accepted shall govern that Engagement.

For any questions regarding these Terms, please contact us through the details provided on our contact page. ND Web Design is based in Malta and serves clients locally and internationally.