Acceptance of Terms
By accessing, browsing, or utilizing any services, products, software, or platforms provided by HavenUI ("the Company," "we," "us," or "our"), you acknowledge that you have read, understood, and expressly agree to be legally bound by these Terms & Conditions (the "Agreement"). This Agreement constitutes a binding contractual relationship between you ("the Client," "the User," or "you") and HavenUI. If you do not unconditionally agree to all terms and conditions set forth herein, you must refrain from accessing or using any of our services, websites, applications, or platforms. These terms apply uniformly to all clients, end users, visitors, contractors, and any other parties who interact with HavenUI or its affiliated entities. We reserve the right to periodically update these terms, and your continued use of our services following any modifications constitutes your explicit acceptance of the revised terms.
Services Overview
HavenUI is a full-service digital agency offering a comprehensive suite of technology and creative services, including but not limited to: custom website development, web application engineering, mobile application development, artificial intelligence and machine learning integration, UI/UX design, search engine optimization (SEO), cloud infrastructure architecture and management, DevOps consulting, digital marketing strategy, branding and identity design, e-commerce solutions, API development and integration, and ongoing technical maintenance and support. We are committed to delivering high-caliber work that aligns with industry best practices, leverages modern technology stacks, and adheres to professional standards of craftsmanship and reliability. However, unless expressly stated in a separate signed service-level agreement (SLA) or project proposal, HavenUI makes no representations, warranties, or guarantees regarding specific outcomes, including but not limited to: website traffic volumes, search engine ranking positions, conversion rates, revenue generation, return on investment (ROI), or business performance metrics. All services are provided on a reasonable-efforts basis, and any case studies, testimonials, or historical performance data shared by the Company are for illustrative purposes only and do not constitute a promise of future results.
Project Timeline & Delays
Any project timelines, delivery dates, milestones, or schedules provided by HavenUI are estimates made in good faith based on the defined scope of work, current resource availability, project complexity, and the information available at the time of estimation. These estimates are not binding contractual commitments unless expressly stated in a signed agreement with specific penalty clauses for delay. The Client acknowledges and agrees that software development and digital project delivery are inherently complex and subject to unforeseen challenges. Delays may occur due to a wide range of factors beyond the reasonable control of HavenUI, including but not limited to: delays in Client feedback, approvals, or decision-making; changes or additions to project scope (whether requested by the Client or necessitated by technical discoveries); technical challenges, bugs, or integration issues; performance or reliability issues with third-party platforms, APIs, libraries, frameworks, or hosting providers; staffing changes, illness, or availability of personnel; communication gaps or misunderstandings; regulatory or compliance requirements; and force majeure events including but not limited to natural disasters, pandemics, civil unrest, war, terrorism, labor disputes, internet outages, power failures, or acts of government. HavenUI shall not be liable for any direct, indirect, consequential, or special damages, losses, costs, or expenses incurred by the Client or any third party as a result of project delays, regardless of the cause or duration of such delay. HavenUI commits to providing timely and transparent communication regarding any anticipated or actual delays, including the reasons for the delay and a revised estimated timeline, and will work diligently to mitigate the impact of such delays to the extent reasonably possible.
Client Responsibilities
The Client agrees to fulfill the following responsibilities in a timely and professional manner throughout the duration of the engagement: (a) provide prompt, thorough, and constructive feedback, reviews, approvals, and decisions at each stage of the project as reasonably requested by HavenUI, understanding that delays in feedback directly impact project timelines; (b) furnish all required content, materials, copy, images, videos, logos, brand guidelines, data, and any other assets or information necessary for the completion of the project, and ensure that all such materials are owned or properly licensed by the Client and do not infringe upon any third-party rights; (c) grant HavenUI access to any third-party platforms, hosting accounts, domain registrars, content management systems, analytics tools, social media accounts, or other services as needed for development, integration, deployment, and testing; (d) maintain the strict confidentiality and security of all login credentials, API keys, administrative access, and sensitive information, and promptly notify HavenUI of any suspected unauthorized access or security incident; (e) ensure that the Client's website content, business operations, products, services, and data collection practices comply with all applicable local, state, national, and international laws, regulations, and industry standards, including but not limited to copyright law, trademark law, data protection and privacy regulations (such as GDPR, CCPA, and similar frameworks), accessibility guidelines (such as WCAG), and consumer protection laws; (f) refrain from using HavenUI's services, platforms, or deliverables for any illegal, fraudulent, unauthorized, or unethical purpose, including but not limited to hosting illegal content, distributing malware, engaging in phishing or spam campaigns, or violating any applicable law or regulation. Failure by the Client to meet any of the above responsibilities may result in project delays, suspension of work, additional charges, or termination of the engagement at HavenUI's sole discretion, and the Client shall bear all associated risks, costs, and consequences.
Intellectual Property
Upon receipt of full and final payment for a specific project, HavenUI hereby assigns and transfers to the Client all right, title, and interest in and to the custom-developed source code, design files, visual assets, documentation, and other deliverables specifically created for that project (collectively, the "Deliverables"), free and clear of any liens or encumbrances. This transfer is contingent upon the Client's fulfillment of all payment obligations. HavenUI retains a perpetual, non-exclusive, worldwide, royalty-free license to display, reproduce, and publicly reference the Deliverables in the Company's portfolio, case studies, website, marketing materials, social media, and promotional content, unless a separate non-disclosure or exclusivity agreement is executed in writing between both parties expressly prohibiting such use. Nothing in this Agreement shall be construed to transfer or assign ownership of any third-party libraries, frameworks, components, fonts, stock images, icons, plugins, modules, tools, or other pre-existing materials incorporated into the Deliverables, which remain the property of their respective owners and are used under their applicable license terms. The Client is responsible for ensuring they have the necessary licenses for any third-party assets or components that require separate purchase or licensing. All pre-existing intellectual property, proprietary tools, internal frameworks, methodologies, processes, algorithms, templates, and know-how owned or developed by HavenUI prior to or independently of the Client project shall remain the sole and exclusive property of HavenUI, and no license or right to such intellectual property is granted to the Client except as expressly set forth in this Agreement.
Confidentiality
HavenUI acknowledges that during the course of the engagement, it may have access to confidential, proprietary, or sensitive information belonging to the Client, including but not limited to business plans, financial data, customer information, trade secrets, source code, technical specifications, marketing strategies, product roadmaps, and internal communications (collectively, "Confidential Information"). HavenUI agrees to exercise the highest degree of care to protect the confidentiality and security of all Client Confidential Information and shall not disclose, share, sell, distribute, publish, or otherwise make available any Confidential Information to any third party without the Client's express prior written consent, except as required by applicable law, regulation, or valid legal process (such as a court order or subpoena), in which case HavenUI shall provide the Client with prompt notice to the extent legally permissible. HavenUI shall restrict access to Confidential Information to only those employees, contractors, and agents who have a legitimate need to know such information for the purpose of performing services under this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein. The Client acknowledges that HavenUI may use general knowledge, skills, and experience gained during the project in future engagements, provided that such use does not involve the disclosure of the Client's Confidential Information. The Client agrees to hold confidential any proprietary methods, tools, techniques, processes, frameworks, or internal systems of HavenUI that may be disclosed or observed during the engagement. The obligations of confidentiality set forth in this section shall survive the termination or expiration of this Agreement for a period of five (5) years.
Limitation of Liability
To the maximum extent permitted by applicable law, under no circumstances shall HavenUI, its affiliates, directors, officers, employees, agents, contractors, or licensors be liable to the Client or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages whatsoever, including but not limited to: loss of profits, revenue, business, goodwill, or anticipated savings; loss or corruption of data or information; loss of use or functionality; business interruption; cost of procuring substitute services or technology; or any other intangible losses, whether arising out of or in connection with this Agreement, the services provided, the use or inability to use any deliverables, products, or platforms, and whether based on contract, tort (including negligence), strict liability, warranty, or any other legal theory, even if HavenUI has been advised of the possibility of such damages. Without limiting the generality of the foregoing, HavenUI specifically disclaims liability for any damages arising from or relating to: (i) any unauthorized access to, alteration of, or loss of Client data or systems; (ii) any website downtime, server failure, hosting outage, or unavailability of any digital property; (iii) any bugs, errors, defects, or performance issues in the delivered work; (iv) any third-party products, services, platforms, APIs, or content integrated into or used in connection with the Client's website or application; (v) any decisions made or actions taken by the Client based on the deliverables or services provided; (vi) any failure to achieve specific business outcomes, traffic goals, revenue targets, or performance metrics. In any event, the total cumulative liability of HavenUI arising out of or in connection with this Agreement or the services provided hereunder, whether in contract, tort, or otherwise, shall not exceed the total amount actually paid by the Client to HavenUI for the specific project or service giving rise to the claim. The Client acknowledges that the fees charged by HavenUI reflect this allocation of risk and limitation of liability, and that this limitation is an essential basis of the bargain between the parties.
Changes to Terms
HavenUI reserves the right, in its sole and absolute discretion, to modify, amend, update, supplement, or replace these Terms & Conditions, or any part thereof, at any time and without prior notice to the Client or User. Any changes to these terms shall become effective immediately upon being posted to this page or any successor page on the HavenUI website. The Client and User are responsible for regularly reviewing this page and staying informed of any updates or modifications to the terms. The date of the most recent revision will be indicated at the top of this page. The Client's and User's continued access to, use of, or engagement with HavenUI's services, website, or platforms after any such changes have been posted shall constitute their unconditional acceptance of and agreement to the modified terms. If the Client or User does not agree with any changes to these terms, their sole and exclusive remedy is to discontinue the use of HavenUI's services and platforms immediately. HavenUI recommends that all Clients and Users print or save a copy of these Terms & Conditions for their records and check back periodically for updates. Certain provisions of these terms may be superseded by expressly designated legal notices or terms located on particular pages of our website or within specific service agreements.
No Responsibility for Downtime, Hacks, or Server Issues
HavenUI expressly disclaims any and all liability arising from or related to cybersecurity incidents, unauthorized access, data breaches, hacking attempts, malware infections, denial-of-service attacks, website downtime, server unavailability, hosting provider failures, content delivery network (CDN) disruptions, domain expiry or misconfiguration, certificate authority errors, or any other technical failures or security compromises that may affect the Client's website, application, data, or digital infrastructure, whether during the development phase or after the project has been deployed and handed over. While HavenUI employs industry-standard security protocols, follows secure coding practices, conducts regular vulnerability assessments, implements firewall and intrusion detection systems, performs scheduled backups, and monitors server health and uptime as part of our standard operating procedures, we explicitly state that no technology system is infallible and no security measure can guarantee absolute protection against determined or sophisticated threats. The Client bears the ultimate responsibility for maintaining independent backups of all data and assets, safeguarding their administrative credentials and access tokens, managing software licenses and renewals, keeping all third-party plugins, libraries, and dependencies updated, and procuring additional security measures such as Web Application Firewalls (WAF), Distributed Denial-of-Service (DDoS) mitigation services, enhanced monitoring solutions, and guaranteed uptime SLAs from hosting providers or third-party vendors for mission-critical or high-value applications. HavenUI shall not be held liable for any direct, indirect, incidental, special, or consequential damages arising from any security breach, data loss, service interruption, or system failure, regardless of whether such incident was caused by negligence, error, or unforeseen circumstances on our part.
Payment Terms & No Refund Policy
All fees, charges, and payment schedules shall be as set forth in the applicable project proposal, quotation, statement of work, or invoice provided by HavenUI to the Client. Payments are due in accordance with the agreed-upon schedule, which may include upfront deposits, milestone-based payments, or monthly retainer fees. Unless otherwise explicitly stated in writing, all payments are non-refundable once the Company has received payment and commenced work on the project. This no-refund policy is predicated on the fact that upon engagement, HavenUI immediately allocates dedicated personnel, reserves development and design resources, invests in infrastructure and tooling, and commits opportunity cost by prioritizing the Client's project over other potential engagements. The commencement of work includes, but is not limited to: initial discovery and consultation sessions, project planning and architecture design, UI/UX wireframing and prototyping, repository setup and configuration, resource allocation, and any other preparatory or execution-phase activities. Under no circumstances, including but not limited to change of mind by the Client, internal budget reallocation, project cancellation or abandonment by the Client, dissatisfaction with any aspect of the delivered work, delays caused by the Client, third-party dependencies, or force majeure events, shall HavenUI be obligated to issue a partial or full refund of any payments made. In the event that a Client elects to terminate or cancel a project after work has commenced, all deposits, milestone payments, retainers, and any other fees paid to HavenUI shall be retained by the Company as just and reasonable compensation for resources committed, work performed, and opportunity cost incurred. HavenUI reserves the right to pursue legal remedies for any unpaid amounts in the event of non-payment by the Client.
If you have any questions about these Terms & Conditions, please contact us.