IWhat these terms cover
These terms apply to every engagement between Imperial Digital HQ and a client, and to your use of this website. Imperial Digital HQ is the trading name of Imperial Digitals Limited, the contracting entity. They take effect when you accept a written scope of work, make a payment, or instruct us to begin.
Where a signed scope of work says something different, the scope of work wins. These terms fill the gaps it does not address; they do not override what you and we have specifically agreed in writing.
IIWritten scope before any work begins
You receive a written scope of work setting out deliverables, timeline, revision rounds and price, and no work starts until you have accepted it. This is a commitment, not a courtesy.
Anything not named in the scope is not in the scope. That is what makes the price a price rather than an estimate.
IIIFees, deposit and payment
Pricing is in US dollars, and you are responsible for any tax due in your own jurisdiction. A 50% deposit is due before work begins and the balance is due on or before final delivery. Deliverables are released on payment of the balance.
Retainers are invoiced monthly and due within 14 days. An invoice more than 30 days overdue carries a late fee of 1.5% per month, and work may be paused while a balance is outstanding.
Payment is by bank transfer, by card through Stripe, or by any other method named on the invoice.
IVChanges and revisions
The scope of work states how many rounds of revision are included. Revisions inside that count and inside the agreed direction are part of the price.
A change of direction, a new deliverable or a request beyond the stated rounds is a change. We will price it and put it in writing before doing it, and you are free to decline it.
VWhat you give us
You are responsible for the material you supply: copy, logos, images, data, credentials and access, and for having the right to give it to us.
Where a deadline depends on material from you, it moves when the material does. We will say so at the time rather than at the end.
Name one person with authority to approve work. Review gathered from several people without a single decision costs more time than the work itself.
VIIntellectual property
Full ownership of the final deliverables is assigned to you on full payment. Until the balance is paid, the work remains ours.
We keep ownership of the tools, templates, systems and methods we use to make the work, and of anything we made before the engagement began. You do not need a licence to any of it to own and use what we delivered.
Third-party assets such as fonts, stock imagery, plugins and platform subscriptions are licensed to you on their own terms, which we will name in the handoff.
VIIConfidentiality and the NDA
An NDA is available before confidential materials are shared, at no charge. Ask for it and you will have it the same day.
With or without one, we treat your business information as confidential and do not disclose it except where the law requires.
VIIIShowing the work
Your confidentiality comes first. Doing the work does not give us the right to publish your name, logo, testimonial, documents, screenshots, results or anything else from the engagement.
We only publish or display client work where you have given prior written permission. We ask separately for each item: your organization's name, your logo, a testimonial, a project description, screenshots, document excerpts, photographs, and any reported outcomes or figures. Permission for one does not cover another.
Permission to name you as a client, for example, does not let us publish your proposal, business plan, grant application, internal documents or anything confidential from the project.
Where you give permission, we may still redact or leave out anything that should not be public. You can also set publication restrictions in your scope of work or NDA. Nothing confidential is published just because it was part of an engagement.
IXThird-party services
Some work depends on services we do not own: domain registrars, hosting, CRM and email platforms, payment processors and advertising networks.
Their fees are billed by them, not by us, unless the scope of work says otherwise. We are not responsible for their pricing, outages, policy changes or account decisions.
XWhat we do and do not promise
We promise the deliverables in the scope of work, made to a professional standard and delivered on the agreed timeline.
We do not promise a search ranking, a contract award, a grant approval, a conversion rate or a revenue figure. Results published on this site belong to the named engagements that produced them and are not a forecast of yours.
XILiability
Our total liability for any engagement is capped at the total fees you have paid us for that engagement.
We are not liable for indirect or consequential loss such as lost profit, lost contracts, lost data or business interruption. Nothing in these terms limits liability that cannot lawfully be limited.
XIICancellation
Either side may end an engagement by written notice.
The initial deposit is non-refundable once paid. It reserves delivery capacity and covers the discovery, planning, onboarding and early work on the engagement.
We value the work completed up to the effective cancellation date using completed milestones, agreed project stages, or another reasonable measure set out in your scope of work. You are also responsible for non-cancellable third-party costs or commitments that were approved or reasonably incurred for the engagement.
Everything you have already paid, including the deposit, is credited against the value of completed work and approved non-cancellable costs. If that value is more than you have paid, we invoice the difference. If it is less than the deposit, we keep the deposit but do not charge you again for the same work just because the project ended early. Any prepaid amount above the deposit that exceeds the value of completed work and approved costs is refunded.
Where we end an engagement for our own reasons, and not because of breach, non-payment, unlawful conduct or missing inputs on your side, any prepaid amount for work not performed is refunded. Dissatisfaction with work that meets the agreed scope is handled through the revision terms above rather than by refund.
Completed deliverables are released once the amount properly due at cancellation is paid.
XIIIMonthly retainers
Either side may end an ongoing monthly retainer with 30 days' written notice, unless the scope of work sets a different notice period.
Fees already invoiced for the current service period are non-refundable once that period has begun. We keep providing the agreed retainer services through the effective termination date unless we both agree otherwise in writing.
Approved third-party costs and outstanding invoices remain payable.
XIVDisputes and governing law
We will first try to resolve any dispute through good-faith negotiation.
If a dispute is still unresolved after 30 days, we will both try mediation before starting formal proceedings, except where urgent injunctive or protective relief is reasonably needed.
Governing law and the court or forum for disputes are being confirmed by Imperial Digitals Limited's counsel. This clause names neither until that review is complete, because naming the wrong one is worse than naming none.
XVChanges to these terms
When these terms change, the revised version is published on this page with a new effective date, and the version in force when you accepted your scope of work is the one that governs it.