Terms of Service

By engaging Eclipse Studio (“we,” “us,” or “our”) for any services — including but not limited to web design, UI/UX design, and front-end development — you (“the Client”) agree to be bound by these Terms of Service. Please read them carefully before proceeding.

If you do not agree to these terms, please do not engage our services. These terms may be updated from time to time; the “last updated” date at the top of this page reflects the most current version.

Eclipse Studio provides digital design and development services including web design, UI/UX design, brand identity, front-end development, and related creative services. The specific scope of work for each project is defined in a separate Statement of Work (SOW) or project proposal agreed upon by both parties.

We reserve the right to decline any project at our sole discretion. Services not explicitly listed in the agreed SOW are considered out-of-scope and may be subject to additional fees.

Each project begins with a discovery phase to align on objectives, deliverables, and timelines. Work commences only after a written agreement (email, contract, or project brief) and any required deposit have been received.

The Client is responsible for providing all necessary assets, feedback, and approvals in a timely manner. Delays caused by the Client's failure to provide required materials or approvals may result in revised timelines and additional costs.

• Revisions are limited to the number specified in the project agreement.
• Requests beyond the agreed revision rounds are billed at our standard hourly rate.
• Major scope changes require a new or amended agreement and may affect pricing and timeline.

Unless otherwise agreed in writing, our standard payment structure requires a deposit before work begins, with the balance due upon project completion or at milestones defined in the project agreement.

• Invoices are due within 14 days of receipt unless otherwise agreed.
• Late payments may accrue interest at 1.5% per month on the outstanding balance.
• Eclipse Studio reserves the right to pause or terminate work on any project with outstanding unpaid invoices.
• All fees are quoted and payable in USD unless otherwise specified.

Deposits are non-refundable once work has commenced, as they cover time allocated and resources reserved for your project.

Upon receipt of full and final payment, Eclipse Studio assigns to the Client all rights, title, and interest in the final deliverables specifically created for the Client under the project agreement, including copyrights.

The following are expressly not included in the transfer of rights:

• Preliminary concepts, drafts, and rejected design directions not included in the final deliverable.
• Proprietary tools, frameworks, codebases, templates, or processes developed by Eclipse Studio prior to or independently of the project.
• Third-party assets (stock images, fonts, icons, plugins).
• Open-source software components, which remain subject to their respective licenses.

Eclipse Studio retains the right to display the project as part of our portfolio and marketing materials unless the Client requests confidentiality in writing.

The Client agrees to:

• Provide accurate, complete, and timely information necessary for the completion of the project.
• Ensure that all materials provided (text, images, data) are owned by the Client or that the Client holds appropriate rights to use them.
• Obtain any necessary permissions, licenses, or clearances for third-party content included in project assets.
• Designate an authorised representative to provide feedback and approvals on behalf of the Client's organisation.
• Indemnify Eclipse Studio against any claims arising from Client-provided materials that infringe upon third-party rights.

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement and not to disclose it to third parties without prior written consent.

This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was already known to the receiving party prior to disclosure; or (c) is required to be disclosed by law or court order.

Confidentiality obligations survive the termination of any project engagement for a period of two (2) years.

Eclipse Studio warrants that:

• Services will be performed with reasonable skill and care in accordance with professional industry standards.
• Deliverables will substantially conform to the agreed specifications at the time of delivery.

Eclipse Studio does not warrant that deliverables will be entirely free from defects, or that operation of any software will be uninterrupted or error-free. Any bugs or defects reported within 30 days of delivery will be addressed at no additional charge, provided they are consistent with the agreed specification.

To the fullest extent permitted by applicable law, Eclipse Studio's total liability for any claims arising out of or related to the services shall not exceed the total fees paid by the Client for the specific project giving rise to the claim in the 12 months preceding the claim.

Eclipse Studio shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
• Delays or failures caused by circumstances beyond our reasonable control (force majeure).

Either party may terminate a project engagement with 14 days' written notice. Upon termination:

• The Client shall pay for all work completed up to the termination date at the agreed project rate or hourly rate, as applicable.
• Eclipse Studio will deliver all completed work product to the Client upon receipt of outstanding payment.
• Deposits are non-refundable unless termination is due to material breach by Eclipse Studio.

Eclipse Studio may terminate immediately in the event of Client non-payment, breach of these terms, or conduct that makes continued collaboration untenable.

These Terms of Service are governed by and construed in accordance with applicable laws. Any disputes arising from these terms or any project engagement shall first be attempted to be resolved through good-faith negotiation between the parties.

If a dispute cannot be resolved informally, both parties agree to submit to binding arbitration or the jurisdiction of the courts applicable to the Client's registered location, as mutually agreed.

If any provision of these terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.