Terms of Service

3.1 Proposals and Quotes

All project proposals and quotes are valid for 30 days from the date of issue. Pricing and timelines are estimates based on the information provided and may be adjusted based on final project scope.

3.2 Project Scope

The project scope will be defined in a separate Statement of Work (SOW) or project agreement. Any changes to the scope may result in adjustments to timeline and pricing.

3.3 Delivery and Acceptance

Deliverables will be provided in the format described in the SOW (for example, source code in a repository, design files, documentation, or deployed environments). Unless the SOW states otherwise, you will have 10 business days to review a delivered milestone and either accept it or provide a written list of material issues. If we do not receive feedback within that period, the deliverable will be considered accepted.

3.4 Client Responsibilities

Clients are responsible for:

• Providing timely feedback and approvals
• Supplying necessary materials, content, and access
• Designating a primary point of contact
• Making timely payments as per the agreement

Delays in providing feedback, access, or materials may affect timelines and delivery dates.

3.5 Change Requests

Requests that are outside the agreed scope may require a change order. We will confirm any impact on cost or timeline before starting out-of-scope work.

4.1 Payment Schedule

Unless otherwise specified in the project agreement, payment terms are typically:

• 50% deposit upon project commencement
• 50% upon project completion and delivery

4.2 Late Payments

Invoices are due within 14 days of issue unless the SOW states otherwise. We may pause work if invoices are overdue.

4.3 Refunds

Unless required by law, deposits and payments for work performed are non-refundable. If a project ends early, you will pay for work completed and approved expenses incurred up to the termination date.

5.1 Client Ownership

Upon full payment, you own the project deliverables created specifically for you under the SOW, except for any pre-existing materials, tools, know-how, templates, or libraries we use.

5.2 Third-Party Components

Deliverables may include open-source software or third-party services. Those components are subject to their own licenses and terms.

5.3 Pre-Existing Materials

We retain ownership of our pre-existing materials (including reusable code, internal frameworks, methods, and know-how). We grant you a license to use any such materials that are included in the deliverables solely as needed to use the deliverables.

5.4 Portfolio Rights

We reserve the right to showcase completed projects in our portfolio and marketing materials unless otherwise agreed in writing.

7.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner. We will correct any defects in our work at no additional charge for a period specified in the project agreement (typically 30-90 days post-launch).

7.2 Disclaimer

Except as expressly stated in a SOW, services and deliverables are provided "as is" and we disclaim all implied warranties to the extent permitted by law. We do not guarantee that deliverables will be error-free or uninterrupted.

9.1 Termination by Client

Clients may terminate a project with 14 days written notice. Client will be responsible for payment of all work completed up to the termination date, plus any non-refundable expenses incurred.

9.2 Termination by Digiwa

We reserve the right to terminate a project if the client breaches these terms, fails to make timely payments, or if continuing the project becomes impractical.