Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the website operated by Ultravion Web (hereinafter referred to as "we," "us," "our," or "the Company"), or by engaging our services in any capacity, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service, together with our Privacy Policy and Refund Policy, which are incorporated herein by reference. These Terms constitute a legally binding agreement between you and Ultravion Web.

If you do not agree to any provision of these Terms, you must immediately discontinue use of our website and refrain from engaging our services. We reserve the right to modify, amend, or update these Terms at any time without prior notice. Your continued use of our website or services following any such modifications constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically for changes.

These Terms apply to all visitors, users, clients, and any other persons who access or use our website or services, including but not limited to browsers, vendors, customers, merchants, and contributors of content.

2. Description of Services

Ultravion Web is a boutique digital design studio that provides web design and UI/UX consulting services. Our services are strictly limited to the following:

• Preparation of visual layouts, including high-fidelity user interface mockups for web and mobile platforms
• Creation of wireframes, including low-fidelity and mid-fidelity wireframe blueprints that define information architecture and user flows
• Website design concepts, including full-page visual compositions, responsive design layouts, and interactive prototype development
• Design system creation, including component libraries, style guides, design token architecture, and brand guideline documentation
• UI/UX consulting and auditing services, including heuristic evaluations, usability assessments, competitive analysis, accessibility reviews, and strategic recommendation reports

IMPORTANT LIMITATION: Ultravion Web services are design and advisory only and do not include hosting, payment processing, or management of client systems. We do not provide web development, coding, server administration, domain registration, content management system setup or maintenance, e-commerce platform configuration, database management, search engine optimization implementation, digital marketing execution, or any form of ongoing website maintenance or technical support.

All deliverables are provided in the form of design files (primarily Figma), documentation (PDF, written reports), and visual assets (images, icons, illustrations as applicable). The client is solely responsible for the technical implementation of our design deliverables.

3. Client Responsibilities

By engaging Ultravion Web services, you agree to the following responsibilities and obligations:

• Providing accurate, complete, and timely information, materials, content, brand assets, and feedback necessary for the successful completion of the project
• Designating a single point of contact who has the authority to make decisions, approve deliverables, and provide feedback on behalf of your organization
• Reviewing and providing feedback on deliverables within the agreed-upon timeframes as outlined in the project proposal or statement of work
• Ensuring that all materials, content, images, logos, trademarks, and other assets provided to us are legally owned by you or that you have obtained proper licenses and permissions for their use
• Obtaining and maintaining all necessary hardware, software, accounts, licenses, and technical infrastructure required for collaboration, including but not limited to Figma access, email communication capabilities, and video conferencing tools
• Making timely payments in accordance with the payment terms outlined in your project agreement

Failure to fulfill these responsibilities may result in project delays, additional charges, or termination of the engagement at our discretion.

4. Intellectual Property Rights

4.1 Pre-Existing Intellectual Property

Each party retains all rights, title, and interest in and to their respective pre-existing intellectual property. Nothing in these Terms or any project agreement shall be construed as transferring ownership of either party's pre-existing intellectual property to the other party.

4.2 Work Product

Upon full and final payment of all fees and charges associated with a project, Ultravion Web assigns to the client all rights, title, and interest in and to the final approved design deliverables specifically created for that project. This assignment does not include preliminary concepts, rejected designs, internal working files, proprietary tools, methodologies, frameworks, design templates, or any components that constitute our pre-existing intellectual property.

4.3 Portfolio Rights

Ultravion Web retains the right to display and reference completed project work in our portfolio, on our website, in presentations, in case studies, and in marketing materials for the purpose of promoting our services, unless otherwise agreed upon in writing. This includes the right to describe the nature and scope of the work performed, display screenshots or images of the final deliverables, and identify the client by name and logo.

4.4 Third-Party Assets

Design deliverables may incorporate third-party assets such as stock photography, typefaces, icon libraries, or illustration elements that are subject to separate licensing terms. The client is responsible for understanding and complying with all applicable third-party license agreements. Ultravion Web will provide documentation identifying any third-party assets used in the final deliverables along with their respective licensing requirements.

5. Payment Terms

All fees for Ultravion Web services are quoted in United States Dollars (USD) and are outlined in the project proposal or statement of work provided to each client. The following payment terms apply unless otherwise specified in a written agreement:

• A non-refundable deposit of fifty percent (50%) of the total project fee is required before work commences
• The remaining balance is due upon delivery of the final approved design deliverables
• For projects with a total value exceeding $10,000, payment may be structured in milestone-based installments as outlined in the project proposal
• Late payments may incur a late fee of one and a half percent (1.5%) per month on the outstanding balance
• Ultravion Web reserves the right to suspend work on any project for which payments are overdue by more than fifteen (15) business days

Prices are subject to change based on scope modifications, additional revision rounds beyond those included in the original agreement, or changes in project timeline initiated by the client.

6. Revisions and Modifications

Each Ultravion Web project includes a specified number of revision rounds as detailed in the project proposal. A revision is defined as a set of modifications or adjustments to the existing design direction. The following terms apply to the revision process:

• Standard projects include two (2) rounds of revisions per design deliverable
• Additional revision rounds beyond those included in the project scope will be billed at our standard hourly rate of $150 per hour
• Revisions must be submitted in a consolidated, organized manner and must be communicated clearly in writing
• Requests that constitute a fundamental change in design direction, strategy, or scope (as determined by Ultravion Web) are not considered revisions and will require a separate change order with associated additional fees

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary, sensitive, or non-public information disclosed during the course of the engagement. This obligation of confidentiality extends to all information marked as confidential, as well as information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. This includes but is not limited to business strategies, financial information, customer data, trade secrets, unreleased product designs, and internal communications.

The confidentiality obligations set forth herein shall survive the termination or completion of any project engagement and shall remain in effect for a period of three (3) years from the date of disclosure.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Ultravion Web shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, goodwill, or other intangible losses, arising out of or in connection with these Terms, our services, our website, or any related matter, regardless of whether we have been advised of the possibility of such damages.

Our total aggregate liability for any and all claims arising out of or related to these Terms or our services shall not exceed the total amount of fees paid by the client to Ultravion Web for the specific project giving rise to the claim during the twelve (12) month period immediately preceding the event that gave rise to the liability.

Ultravion Web makes no representations or warranties regarding the results, revenue, traffic, conversions, or business outcomes that may result from the implementation of our design deliverables. Our services are advisory and creative in nature, and outcomes depend on numerous factors beyond our control.

9. Termination

Either party may terminate a project engagement by providing written notice to the other party. In the event of termination:

• The client shall pay for all work completed up to the date of termination, including any work in progress at the time notice is given
• The initial deposit is non-refundable regardless of the reason for termination
• Ultravion Web will deliver all completed work product to the client within ten (10) business days of receiving final payment for work completed
• Any intellectual property rights that have been assigned to the client through full payment for completed deliverables shall remain with the client
• All confidentiality obligations shall survive termination as specified in Section 7

10. Indemnification

The client agrees to indemnify, defend, and hold harmless Ultravion Web, its owners, officers, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the client's breach of these Terms; (b) the client's use or implementation of our design deliverables; (c) any materials, content, or assets provided by the client that infringe upon the intellectual property rights or other rights of any third party; (d) any violation of applicable laws or regulations by the client.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, epidemics, pandemics, government actions, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, labor disputes, utility failures, internet outages, equipment failures, or shortages of transportation, facilities, fuel, energy, labor, or materials.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States of America, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or Ultravion Web services shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve a dispute through negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, to be conducted in Lexington, Kentucky.

13. Miscellaneous

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect. The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms, together with any project proposals, statements of work, and other documents expressly incorporated herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.