1. About these terms
These terms are an agreement between you and Imagiax (“Imagiax”, “we”, “us”). They apply when you use imagiax.com and our client portal, and when we work together on a project. “You” means you, and the business you represent if you act for one; by accepting these terms for a business, you confirm you are allowed to bind it.
You accept these terms by using the site, by accepting a proposal or quote (including by email, in the portal or by paying an invoice), or by signing an agreement that refers to them. Our Privacy Policy explains how we handle personal information, and our Data Processing Addendum applies when we handle personal information for you.
2. Using our website
You’re welcome to browse and use the site. Please don’t:
- break the law, or infringe anyone’s rights, through the site;
- try to get into parts of the site, the portal or our systems you’re not meant to, or test their security without our written permission;
- send spam, malware or anything harmful through our forms or the portal;
- scrape or copy the site in bulk, or overload it;
- copy our designs, text, video or code for your own commercial use without our permission.
Examples are examples. The projects in our showcase are concept work made by us to show what’s possible: the businesses, people, figures and reviews in them are fictional. Workflows, timings and results on the site are illustrations, not promises about your project. What we will deliver for you is set out in your proposal.
We work hard to keep the site accurate and available, but we can’t promise it will always be either. The site’s content is general information, not professional advice for your situation.
3. Proposals and how we work together
Each project starts with a written proposal, quote or statement of work (a “proposal”) setting out the scope, deliverables, price, milestones and any special terms. A proposal becomes binding when you accept it. Prices in a proposal are valid for 30 days unless it says otherwise.
If a proposal and these terms disagree, the proposal wins for that project. Anything not in the proposal (including requests made later) is outside the scope until we agree it in writing.
We will do the work with reasonable skill and care, in a professional manner, and keep you updated through the client portal or another channel we agree.
4. Fees and payment
- Currency and tax. Prices are in US dollars unless the proposal says otherwise, and don’t include sales tax, VAT or similar taxes, which we add where they apply. You pay any bank, transfer or currency charges on your side.
- Deposits. Most projects start once the deposit set out in the proposal is paid (usually 50%). The rest is invoiced at the milestones in the proposal, or on completion.
- Ongoing services (such as care plans, hosting management, automation monitoring or retainers) are billed in advance for each period and renew automatically until cancelled (section 5).
- Due dates. Invoices are due within 14 days unless the invoice or proposal says otherwise. Card payments are processed by Stripe.
- Third-party costs. Domains, hosting, software subscriptions, stock media, fonts, and usage-based services such as AI, SMS, calling and email sending are paid by you, either directly to the provider in your own name (our recommendation) or reimbursed to us at cost plus any handling fee in the proposal. Their prices can change.
- Late payment. If an invoice is more than 14 days overdue, we may pause work and ongoing services after telling you, and resume them once it is paid. Timelines move by the length of any pause. You agree to pay reasonable costs of collecting overdue amounts, where the law allows.
- Disputes about an invoice. Please tell us within 14 days of receiving it and pay the part that isn’t disputed. Please talk to us before raising a chargeback; an unexplained chargeback lets us suspend services until it is resolved.
5. Cancellations and refunds
- Projects. You can cancel a project at any time by telling us in writing. You then pay for the work done up to that point (based on the proposal’s milestones, or our time at the rates in the proposal if there are no milestones), plus any third-party costs we’ve committed to for you. Any amount you paid beyond that is refunded within 14 days.
- Deposits pay for reserving our time and for the first stage of work. Once work has started, a deposit is refundable only for the part not yet earned under the rule above.
- Ongoing services can be cancelled at any time with 30 days’ written notice. They end at the end of the paid period after the notice runs out; we don’t refund part-periods unless the law requires it.
- If we cancel for a reason that isn’t your fault, we refund anything you paid for work we haven’t delivered, and hand over the work completed so far that you have paid for.
- Consumers. Our services are designed for businesses. If you buy from us as a consumer (for a purpose outside your trade or business), you keep any rights the law where you live gives you. For example, consumers in the UK and EU usually have 14 days to cancel a contract made at a distance; if you ask us to start within that period, you pay for the work done before you cancel.
Refunds go back to the original payment method. To ask for one, email privacy@imagiax.com.
6. Your responsibilities
Projects go well when we both do our part. You agree to:
- give us accurate information, content, feedback and approvals on time, and one main contact who can make decisions;
- give us the access we need (accounts, domains, hosting, tools), and keep your own passwords and backups;
- only give us content (text, photos, logos, video, music, data) you have the right to use, and make sure it doesn’t break any law or anyone else’s rights;
- check what we deliver before it goes live, including facts, prices and legal wording that only you can confirm;
- run your business and the systems we build for you lawfully. That includes having the privacy notices, cookie consents and terms your own website needs, the permissions you need to email, text, call or record your customers (for example under the US TCPA and CAN-SPAM Act, the UK and EU privacy and electronic marketing rules, and call-recording consent laws), and following the rules on online reviews and endorsements.
We may point out legal issues we notice, but we are not your lawyers, and it is your responsibility to get legal advice on how your business uses what we build.
7. Changes, delays and approvals
- Revisions. Each proposal says how many rounds of changes are included. Further changes, or changes to the agreed scope, are quoted separately before we do them.
- Timelines in a proposal are good-faith estimates. They move if content, feedback, access or payments arrive late, or if the scope changes.
- Approvals. When we ask you to approve something, please reply within 10 business days. If you don’t report a material problem in that time, or you start using the work live, it counts as approved.
- Quiet projects. If we can’t get the input we need for 30 days after asking twice, we may pause the project and invoice the work done so far. Restarting it may need a new schedule.
8. Websites and hosting
- We build sites to work in current versions of major browsers and on common phone and desktop screen sizes at launch. We can’t control future browser, platform or third-party changes.
- Fix period. If something we built doesn’t work as agreed, tell us within 30 days of launch and we will fix it free of charge. This doesn’t cover changes made by anyone else, new requests, or problems caused by hosting, plugins or services outside our control.
- After the fix period, maintenance, updates, security patches, backups and monitoring are only included if they are part of a care plan or other ongoing service.
- Hosting, domains and third-party platforms are provided by those companies under their own terms. We recommend they are held in your name; where we hold them for you, we transfer them to you on request once everything owed is paid.
- Unless your proposal says otherwise, we aim for good accessibility practice, but a formal accessibility audit or certification is not included.
9. Automations and AI
- Automations depend on third-party services (for example email, messaging, calendar, CRM, payment, telephony and AI providers). They can change, limit or stop their services, and we’re not responsible for their outages, pricing or policy changes, though we will help you adapt.
- AI can be wrong. AI assistants, receptionists and generated content can make mistakes or produce unexpected answers. We design them with clear limits and hand-offs to a person, but you should review what they say for your business, keep a person responsible for important decisions, and not rely on them for legal, medical, financial or safety-critical advice.
- Honesty by design. AI assistants we build say they are AI where the law requires it (and by default otherwise), and you agree not to present them as a human. We don’t build systems that send spam, impersonate people, create fake reviews, or only ask happy customers for reviews where that is unlawful.
- You approve the wording of automated messages, and the rules for when they are sent, before they go live. Usage costs (such as AI, SMS and calls) depend on volume and are paid by you.
- If we notice an automation being used in a way that is unlawful or likely to harm people, we may pause it and tell you.
10. Search (SEO) and marketing
Search engines and platforms decide rankings and reach using their own changing rules. We follow their published guidelines and good practice, but we can’t guarantee any ranking, traffic, number of enquiries or sales, and any forecasts we share are estimates.
11. Video
You confirm you have the rights to footage, music, voices and likenesses you give us, including permission from people who appear in it. Music and stock we license for you are subject to their licence terms, which we will share with you. Platforms may limit, mute or remove videos under their own rules; we will help, but can’t control their decisions.
12. Who owns what
- Your materials stay yours. You keep ownership of everything you give us. You give us permission to use it only to do your project.
- The finished work becomes yours. When you have paid in full for a project, we transfer to you our rights in the final deliverables we created specifically for you (such as your final designs, site content and videos). Until then, you may use draft and final work only to review it.
- Our tools stay ours. We keep ownership of what we had before your project or built for general use: code libraries, components, templates, workflows, prompts, methods and know-how. Where these are part of your deliverables, you get a permanent, worldwide, non-exclusive licence to use and change them as part of that work. You may not resell them separately.
- Third-party parts (such as fonts, stock images, plugins, open-source code and software services) are licensed by their owners on their own terms, which you agree to follow.
13. Showing our work
Once a project is public, we may show it, and name your business as a client, in our portfolio and marketing. We never show your customers’ personal information or anything confidential. If you’d rather we didn’t show your project, tell us in writing at any time and we will remove it from places we control within a reasonable time.
14. Confidentiality
We each keep confidential the other’s non-public business information that we receive during our work together, and use it only for the project. This doesn’t cover information that is already public, that we already had, that we receive lawfully from someone else, or that the law or a court requires us to disclose. This duty lasts for 3 years after our work ends, and for trade secrets for as long as they remain secret.
15. Data protection
Our Privacy Policy covers the personal information we handle for our own business. When we handle personal information on your behalf (for example your customers’ enquiries flowing through an automation we run), our Data Processing Addendum forms part of these terms and applies.
16. The client portal
- We give portal accounts to clients and the people they nominate. Keep your password private and tell us straight away if you think someone else has used your account.
- Only upload files you have the right to share, that are free of malware, and that you need for the project. Please keep your own copies: the portal is a place to work together, not a backup service.
- We may remove files or suspend access if we need to for security, or if these terms are broken.
- We keep portal content for the periods in our Privacy Policy, then delete it. We can export your files for you before your project is closed.
17. Promises we make, and ones we don’t
We promise to provide our services with reasonable skill and care, and that, as far as we know, the original work we create for you won’t infringe anyone else’s copyright.
Apart from that, and to the extent the law allows, the site and our services are provided “as is”, and we make no other promises, express or implied, including about merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or particular business results. Some places don’t allow these exclusions, so some may not apply to you.
18. Limits on liability
To the extent the law allows, neither of us is liable to the other for loss of profit, revenue, business, goodwill or data, or for any indirect, special or consequential loss. Our total liability for everything arising from these terms or a project is limited to the fees you paid us for the project or service concerned in the 12 months before the claim.
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, for your obligation to pay what you owe, or for anything else that can’t be limited by law. If you are a consumer, these limits apply only as far as consumer law allows.
19. Claims about your content or business
If someone makes a claim against us because of content or instructions you gave us, the way you use our work, or your business not following the law (for example, messaging people without the consent the law requires), you agree to cover our reasonable costs and losses from that claim. We will tell you promptly about any claim, let you take part in handling it, and not settle it without talking to you.
20. Ending our work together
Either of us can end a project or ongoing service straight away by written notice if the other seriously breaks these terms and doesn’t fix it within 14 days of being asked, or becomes insolvent. You can also cancel as described in section 5.
When our work ends, you pay for work done and costs committed up to that point, we hand over the paid-for work and your materials, and each of us returns or deletes the other’s confidential information (except copies the law requires us to keep). Sections that by their nature should continue (such as payment, ownership, confidentiality, limits on liability and disputes) do.
21. Things outside our control
Neither of us is responsible for delays or failures caused by events beyond our reasonable control, such as major outages of internet or cloud providers, natural disasters, war, government action or serious illness. We will tell each other quickly and do what we reasonably can to limit the impact. If the event lasts more than 30 days, either of us may end the affected project, with payment for work done.
22. Disputes and governing law
If something goes wrong, please tell us at privacy@imagiax.com first. We will both try in good faith to sort it out within 30 days before starting formal proceedings (except for urgent court orders to protect confidential information or intellectual property).
These terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict of law rules, and the state and federal courts located in Wyoming have exclusive jurisdiction, except that either of us may bring a claim in a small claims court that has jurisdiction. If you are a consumer, you also keep any protection the mandatory law where you live gives you, and you may bring claims in your local courts where that law allows.
23. General
- Electronic agreement. Accepting a proposal by email, in the portal or by paying, and signing electronically, are as binding as signing on paper.
- Who does the work. We may use trusted freelancers and subcontractors, under confidentiality duties, and we remain responsible for their work. We are independent contractors: nothing in these terms creates a partnership, employment or agency relationship.
- Transfers. You may not transfer these terms without our written agreement. We may transfer them to a business that takes over ours, or to our own company once formed, and will tell you if we do.
- Notices to us must be emailed to privacy@imagiax.com. We will send notices to the email address you gave us.
- Whole agreement. These terms, your proposal and the documents they refer to are the whole agreement between us about their subject, and replace earlier discussions about it.
- If part doesn’t work. If a court finds part of these terms unenforceable, the rest still applies. Not enforcing a right straight away doesn’t mean we give it up.
- Changes to these terms. We may update these terms, and will change the effective date when we do. Changes don’t affect projects already agreed unless you accept them; for ongoing services, we will give you at least 30 days’ notice of material changes, and you may cancel before they take effect.
24. Contact us
Email privacy@imagiax.com. You can also reach us through the project form on our homepage or on WhatsApp. We read every message and reply as soon as we can, and always within the time limits the law sets.