1. Shiraz and Daryan’s Role:

1.1. The Services: Shiraz and Daryan will provide the services described in the Quote/Production Estimate as presented. As an assignment develops, it may be that the scope of the required work changes. Where this is the case, Shiraz and Daryan will seek to discuss it with you at the earliest opportunity in order to agree upon any variations to the scope of the Services and the Quote/Production Estimate, which may be necessary. If the scope of a brief does not change, the Quote/Production Estimate covers 1 (one) round of what would be deemed as reasonable creative changes (unless otherwise detailed in the production estimate) following the presentation of an initial concept, this does not extend to functional changes that were approved in a scoping document. Revisions briefed thereafter will be charged according to Shiraz and Daryan’s standard hourly rate.
1.1.1. Shiraz and Daryan’s services regarding website design are done within the scope of Squarespace (e.g. standard domain names, SEO setting, website development) and any partnership with a third-party suggested by the client is the client’s responsibility and Shiraz and Daryan cannot be held accountable for acts concerning the third-party.

1.2 Information: To maximise Shiraz and Daryan’s effectiveness we must work with you as a team. Often Shiraz and Daryan’s work will be dependent on you (or your other advisers) providing information promptly. To avoid unnecessary verification Shiraz and Daryan will assume all information you provide is complete and accurate unless you tell us otherwise.

1.3. Termination: Should you wish to terminate the contract prior to commencement of work, Shiraz and Daryan will be entitled to a penalty of 15% of any quotations mentioned in the Quote/ Production Estimate. Should the project be terminated after work has commenced, you will be invoiced the 15%, or for work already completed, whichever is greater.

1.4. Force Majeure: Shiraz and Daryan shall not be liable for any delay or failure to perform their obligations where such delay or failure to perform arises from circumstances outside Shiraz and Daryan’s reasonable control.

2. Payment Terms:

2.1 Payment Terms: Invoices shall be settled by telegraphic transfer into Shiraz and Daryan’s nominated bank account within 14 days of the date on the invoice unless agreed otherwise. Shiraz and Daryan reserve the right to charge interest on invoices that are not paid within that time at the rate of 18% per annum.

2.2 Other Specialist Services: Shiraz and Daryan’s estimate is exclusive of third-party costs such as photography, illustration, video production, sound recording, website development, etc unless otherwise included in the estimate. Shiraz and Daryan may, unless you instruct us otherwise, seek such specialist services on areas outside our expertise. The costs of such services will be passed on to and will be quoted accordingly.

2.3 Delay: Shiraz and Daryan will not bear accountability for any delays in the project as a result of client failure to meet approval, content supply, or meeting deadlines. If the delivery of any deliverables is delayed as a result of the client, Shiraz and Daryan AB reserves the right to invoice in part or in full for any works already completed but contingent on the delivery of the delayed deliverables. The issuing of these interim invoices may occur outside of the agreed payment schedule.

2.4 VAT: All amounts stated in this agreement are expressed to be without Value Added Tax and the Customer hereby agrees to pay in addition to the amounts stated therein all and any Value Added Tax which is or may become payable thereon.

3. Quote/Production Estimate:

3.1 Scoping: In most cases Shiraz and Daryan will include a scoping section in the Quote/Production Estimate document that details the functionality in the work we do for our clients, this includes but is not limited to a website, application, or marketing campaign. Where the client signs and approves this scoping document, any changes beyond the scope will be handled as a new update and priced accordingly.

3.2 Timeline: A project timeline will be sent out for digital projects to specify all stages and content delivery deadlines.

3.3 Validity: Quote/Product Estimate is valid for 14 days from the date of which the document was supplied to the Customer, within which time Shiraz and Daryan will require the signed Quote/Product Estimate to proceed and/or a Purchase Order number from the party responsible for paying our invoices.

4. Content

4.1 It is your responsibility to provide us with the required information about your business and marketing objectives within the timeframe presented to you in advance. Shiraz and Daryan takes no responsibility for errors in content supplied by you. May you neglect the content delivery deadline, the whole project time plan is affected which might result in a change in project scope. Any changes thus incurred may be chargeable at standard rates. Unless specified otherwise, it is your responsibility to provide all necessary text and imagery that make up the content of the work. All content must be supplied in a suitable digital format unless agreed otherwise beforehand. Images should be supplied in jpeg, gif, tiff, png, or psd format. The text should be supplied as Microsoft Word. Failure to supply material in an easily accessible format may result in additional costs being incurred for retyping text. Where the content which is provided is in a form where a significant amount of copywriting is required, a further charge may be made. You grant Shiraz and Daryan permission to utilise logos and any other company identity for the purposes of creating the project. You agree to indemnify Shiraz and Daryan from any and all claims arising from your negligence or inability to obtain proper copyright permissions for all content supplied.

5. Confidentiality:

5.1 Confidentiality: Save as required by law, Shiraz and Daryan will keep your documents and affairs confidential at all times, unless you permit disclosure or the relevant circumstances are already in the public domain. Shiraz and Daryan may, however, disclose your documents and affairs to:

(i) such of your other service providers as you inform Shiraz and Daryan are involved in any assignment on which Shiraz and Daryan is instructed;

(ii) Shiraz and Daryan’s affiliates or related parties; and

(iii) any other service provider to whom Shiraz and Daryan may properly delegate aspects of any assignment in order to provide a full range of services to you.

6. Intellectual Property:

6.1. Freedom to use Ideas and IP: Shiraz and Daryan may develop or use for other clients any ideas, concepts, source code, information, or know-how reflected in any of the materials provided to you (in whatever form) or otherwise developed during the course of providing services to you.

6.2. Ownership of Materials and Intellectual Property: All products, creative works, plans for designs, unique campaign ideas, slogans, copy themes, preliminary sketches, layouts, copy, artwork, production services, public and other marketing material (whether on paper, computer disk, by email or in some other digital format) accepted by Shiraz and Daryan, shall, upon you paying Shiraz and Daryan in full for the relevant materials, be your property, except to the extent that any intellectual property rights therein have been reserved by Shiraz and Daryan or third parties engaged or employed by Shiraz and Daryan.

7. Indemnity

7.1 All services may be used for lawful purposes only. You agree to indemnify and hold Shiraz and Daryan harmless from any claims resulting from your use of our service that damages you or any other party.

8. Liability

8.1 Our total liability to you in contract or in tort arising in connection with this contract shall not exceed the total price paid by you. We shall have no liability for loss of profits, business, revenue, goodwill or anticipated savings or for any other indirect or consequential loss.

9. Variation

9.1. Variation: These Terms and Conditions (and/or the contents of any agreement to which they relate) may be varied or superseded at any time by agreement in writing between us. Any such variation shall not affect any rights or obligations of either of us that may already have accrued, unless otherwise specifically agreed.

- The costs stated are in Euro (€), and all invoices must be paid in this currency unless explicitly agreed to before the invoice(s) in question is/are due.