Terms of Service

1. Who these terms are between

These Terms of Service (the "Terms") form a binding agreement between Kelvane LLC, a limited liability company registered in the United States ("Kelvane", "we", "us" or "our"), and the individual or organisation purchasing our services ("you" or the "Client").

Kelvane LLC
30 N Gould St Ste R
Sheridan, WY 82801
United States
EIN: XX-XXXXXXX
Email: legal@kelvane.org
Telephone: +1 (307) 622-4751

2. Acceptance of these terms

You accept these Terms when you do any of the following, whichever happens first:

• approve a written proposal we have issued to you;
• make any payment to us for services;
• subscribe to a website care plan; or
• instruct us to begin work.

If you are accepting on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you must not use our services.

3. The services we provide

We provide professional design and web development services. Specifically:

• Project work — one-off engagements with a defined set of deliverables, such as a website build, a brand identity system or a set of product interface designs.
• Website care plans — a recurring monthly subscription covering maintenance, updates, monitoring, backups and a stated allowance of edits for a website that is already live.

Full descriptions of each service, including what is and is not included, are published on our Services page and form part of these Terms.

We do not provide legal, accounting, tax, financial or regulatory advice. Nothing we deliver should be relied upon as such advice.

4. Proposals and scope of work

Before any project begins we issue a written proposal that states the deliverables, the fixed total price, the payment schedule, the estimated delivery dates, the number of revision rounds included and any items expressly excluded from scope.

The proposal, once approved by you in writing (including by email), together with these Terms, constitutes the entire agreement between us for that project. Where a proposal and these Terms conflict, the proposal prevails for that project.

Changes to scope

Any work you request that is not listed in the approved proposal is a change of scope. We will provide a written quotation for that additional work and will not begin it, or charge you for it, until you have approved the quotation in writing.

Revisions

Unless the proposal states otherwise, two rounds of revisions are included at each design stage. A revision round means a single consolidated set of feedback from you. Additional rounds are available at the rate published on our Pricing page and are quoted in advance.

5. Fees, invoicing and payment

All prices are stated and charged in United States dollars (USD). Prices published on this website are starting prices; the binding price for your engagement is the one stated in your approved proposal.

Project payment schedule

• 50% of the total fee is payable on approval of the proposal. This reserves your place in our schedule and is the point at which work begins.
• 50% is payable on completion, before final files, source files and account credentials are transferred to you.
• Projects above $8,000 may be divided into three or four milestone payments where agreed in the proposal.

Care plan billing

Care plans are billed monthly in advance. The first charge is taken on the date you subscribe and subsequent charges are taken on the same calendar date each month. Where a month does not contain that date, the charge is taken on the final day of the month. Charges appear on your statement as KELVANE.

Payment processing

Card payments are processed by Stripe, Inc., a PCI-DSS Level 1 certified payment processor. Card details are transmitted directly to Stripe and are never stored on or accessible to our systems. Your use of Stripe's payment services is additionally subject to Stripe's own terms and privacy policy.

Late and failed payments

If a scheduled payment fails, Stripe will automatically retry it over the following days and notify you. If an invoice remains unpaid 14 days after its due date we may suspend work and withhold deliverables until payment is received. We will always contact you directly before suspending any service.

Taxes

Prices are exclusive of sales tax, VAT or equivalent. Where we are legally obliged to collect such tax it will be added and shown clearly before payment. You are responsible for any taxes, duties or bank charges levied in your own jurisdiction.

6. Refunds and cancellation

Our refund and cancellation terms are set out in full in the Refund & Cancellation Policy, which forms part of these Terms. In summary:

• A full refund of your deposit is available within 14 days of payment provided production work has not yet begun.
• After production begins, you may cancel and receive a pro-rata refund for deliverables not yet produced.
• Care plans may be cancelled at any time and remain active until the end of the billing month already paid for.

7. Your responsibilities

To allow us to deliver on schedule, you agree to:

• provide content, images, credentials and brand assets by the dates set out in the proposal;
• nominate a single individual with authority to give final approval;
• respond to requests for feedback or approval within five business days;
• ensure that all material you supply is accurate, lawful, and either owned by you or properly licensed for the use intended; and
• maintain your own backups of any content you supply to us.

Where your delay prevents us from proceeding, delivery dates shift by a corresponding period. If a project is inactive on your side for more than 60 consecutive days, we may treat it as cancelled under the Refund & Cancellation Policy and invoice for work completed to that point.

8. Intellectual property and ownership

What transfers to you

On receipt of full payment, we assign to you all right, title and interest, including copyright, in the final deliverables produced specifically for you under the proposal. This includes source files and design files. The assignment is worldwide, perpetual and irrevocable.

What does not transfer

The following remain our property or that of their respective owners:

• preliminary concepts, drafts and rejected proposals not selected by you;
• our pre-existing tools, code libraries, methods and know-how, for which you receive a perpetual, non-exclusive licence to the extent embedded in the deliverables;
• third-party assets such as fonts, stock imagery, plugins and open-source components, which remain subject to their own licences. We will identify any such assets and their licence terms at handover.

Your material

You retain all rights in the content, trade marks and materials you supply to us, and you grant us a limited licence to use them solely for the purpose of delivering the services.

Portfolio rights

We may display the completed work and identify you as a client in our portfolio and marketing materials. You may withdraw this permission at any time by writing to legal@kelvane.org, and doing so has no effect on any other part of our agreement.

9. Confidentiality

Each party may receive information from the other that is marked confidential or would reasonably be understood to be confidential. Each party agrees to keep such information confidential, to use it only for the purposes of the engagement, and to protect it with at least the same care it applies to its own confidential information.

These obligations do not apply to information that is or becomes public through no breach of this clause, was already lawfully known to the receiving party, is independently developed without reference to the disclosed information, or must be disclosed by law or court order.

These obligations continue for three years after the engagement ends.

10. Warranties and disclaimers

We warrant that the services will be performed with reasonable skill and care, in a professional manner, and in accordance with the specification in your approved proposal.

For 30 days after delivery we will correct, at no charge, any defect in the deliverables that causes them not to conform to that specification. This warranty does not cover changes of preference, new requirements, or faults caused by modifications made by you or a third party, by third-party service failures, or by hosting environments outside our control.

Except as expressly stated in this section, and to the fullest extent permitted by law, the services and deliverables are provided "as is" and we disclaim all other warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

We do not warrant that a website will achieve any particular search engine ranking, traffic level, conversion rate, revenue figure or other commercial outcome, as these depend on factors outside our control.

11. Limitation of liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.

Subject to the paragraph above, and to the fullest extent permitted by law:

• our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total amount you have paid us under that engagement in the twelve months preceding the event giving rise to the claim; and
• we are not liable for any indirect, incidental, special, consequential or punitive loss, nor for any loss of profit, revenue, business, anticipated savings, goodwill or data, however arising.

You acknowledge that the fees charged reflect this allocation of risk and that we would not provide the services on these terms without it.

12. Indemnity

You agree to indemnify and hold us harmless against any claim, demand, loss, liability, damage, cost or expense (including reasonable legal fees) arising from:

• content, materials, trade marks or instructions you supply to us, including any allegation that they infringe a third party's rights;
• your use of the deliverables in a manner not contemplated by the proposal; or
• your breach of these Terms or of any applicable law.

13. Term, suspension and termination

These Terms apply from your acceptance until the engagement is completed or terminated.

You may terminate a project at any time by written notice. The consequences are set out in the Refund & Cancellation Policy. Care plans may be cancelled at any time and end at the conclusion of the paid month.

We may terminate or suspend immediately on written notice if you materially breach these Terms and fail to remedy the breach within 14 days of being asked to, if an invoice remains unpaid 30 days past its due date, if you become insolvent, or if continuing would require us to breach our Acceptable Use Policy or any applicable law.

On termination, all fees for work performed up to the termination date become payable, and the clauses covering intellectual property, confidentiality, warranties, liability, indemnity and governing law survive.

14. Events outside our control

Neither party is liable for failure or delay in performing its obligations where that failure or delay results from an event beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, industrial action, failure of utilities or telecommunications, failure of a third-party hosting or payment provider, or governmental action.

The affected party will notify the other promptly and both will agree a revised schedule. If the event continues for more than 60 days, either party may terminate the engagement, and fees for work already performed remain payable.

15. Governing law and disputes

These Terms and any dispute arising from them are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Resolving a dispute

Before commencing formal proceedings, both parties agree to attempt to resolve the dispute in good faith. Please write to legal@kelvane.org setting out the issue. We commit to responding substantively within 10 business days. If the matter is unresolved after 30 days, either party may pursue formal remedies.

The courts of the State of Wyoming have exclusive jurisdiction, and both parties submit to that jurisdiction.

Payment disputes

If you believe a charge is incorrect, please contact billing@kelvane.org before initiating a chargeback with your bank. We resolve legitimate billing errors promptly and in full. Raising a dispute with us first is faster for you and avoids unnecessary cost for both parties.

16. General provisions

Entire agreement. These Terms together with your approved proposal and the policies referenced within them constitute the entire agreement between us and supersede all prior discussions.

Severability. If any provision is found unenforceable, the remainder continues in full force and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.

No waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.

Assignment. You may not assign this agreement without our written consent. We may assign it to a successor in connection with a merger or sale of substantially all of our assets.

Independent contractor. We act as an independent contractor. Nothing creates a partnership, joint venture, agency or employment relationship.

Notices. Formal notices must be sent to legal@kelvane.org and to the postal address above.

Changes. We may update these Terms. The updated version applies to engagements entered into after it is published. Material changes affecting an active engagement will be notified to you by email, and the terms in force when you approved your proposal continue to govern that project.

17. How to contact us

Questions about these Terms should go to legal@kelvane.org. Billing questions should go to billing@kelvane.org. General enquiries are welcome at hello@kelvane.org.

We answer every message within one business day, Monday to Friday, 9:00–18:00 Eastern Time.