Terms of service
Terms of Service
1. Introduction
Welcome to Based Design Co. These Terms of Service ("Terms") govern your use of the website, services, and any products offered by Based Design Co. ("we," "us," or "our"). By accessing or using our services, you agree to these Terms.
2. Services
2.1 Service Description
We provide fractional design leadership, website design, conversion optimization, digital marketing strategy, and related services as described on our website.
2.2 Service Engagement
Our services are available through subscription plans or project-based engagements as detailed on our website. Service deliverables, timeframes, and specific terms will be outlined in separate agreements or statements of work.
3. Payment Terms
3.1 Fees and Payment
Fees for our services are as published on our website or as agreed upon in writing. Subscription services are billed monthly in advance. Project-based services may require deposits or milestone payments as specified in your agreement.
3.2 Taxes
All fees are exclusive of applicable taxes, which will be charged additionally where required by law.
3.3 Late Payments
Late payments may result in suspension of services. We reserve the right to charge late fees on overdue amounts at a rate of 1.5% per month or the maximum permitted by law.
4. Subscription Terms
4.1 Subscription Period
Subscriptions are month-to-month unless otherwise specified and will automatically renew until canceled.
4.2 Cancellation
You may cancel your subscription at any time through your account or by contacting us. Cancellation will be effective at the end of the current billing period. No partial refunds will be issued for unused portions of the billing period.
4.3 Modification of Services
We reserve the right to modify, suspend, or discontinue any aspect of our services with notice to you.
5. Project-Based Services
5.1 Project Scope
For project-based services, the scope, deliverables, and timeline will be defined in a separate agreement or statement of work.
5.2 Change Requests
Changes to project scope may result in additional fees and timeline adjustments.
5.3 Approval Process
Projects will follow an approval process as outlined in your agreement. Failure to provide timely feedback may impact project timelines.
6. Intellectual Property
6.1 Your Content
You retain ownership of all materials, content, and intellectual property you provide to us ("Your Content"). You grant us a limited license to use Your Content solely for the purpose of providing our services to you.
6.2 Our Deliverables
Upon full payment, you will own the deliverables created specifically for you, excluding our pre-existing materials, tools, frameworks, and methodologies ("Our Materials").
6.3 Our Materials
We retain ownership of Our Materials, including methodologies, knowledge, and processes used to create deliverables. We grant you a non-exclusive, non-transferable license to use Our Materials solely as incorporated into your deliverables.
6.4 Portfolio Rights
We reserve the right to display and link to your completed project as part of our portfolio and to describe our services for promotional purposes, unless you explicitly request otherwise in writing.
7. Confidentiality
7.1 Definition
"Confidential Information" includes non-public information shared between parties during the course of our engagement.
7.2 Obligations
Both parties agree to maintain the confidentiality of Confidential Information and use it only for purposes related to our services.
7.3 Exclusions
Information that is publicly available, independently developed, or received from a third party without confidentiality obligations is not considered Confidential Information.
8. Warranties and Limitations
8.1 Service Warranty
We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards.
8.2 Disclaimer
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8.3 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF OUR SERVICES.
8.4 Cap on Liability
OUR TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
9. Indemnification
You agree to indemnify, defend, and hold harmless Based Design Co. and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising from or relating to your use of our services, your content, or your violation of these Terms.
10. Term and Termination
10.1 Term
These Terms remain in effect until terminated by either party.
10.2 Termination for Cause
Either party may terminate these Terms for cause, including material breach by the other party that remains uncured for 14 days after written notice.
10.3 Effect of Termination
Upon termination, all rights and licenses granted under these Terms will cease, and you must pay all outstanding fees owed to us.
11. General Provisions
11.1 Governing Law
These Terms are governed by the laws of the State of Texas without regard to conflict of law principles.
11.2 Dispute Resolution
Any dispute arising from these Terms will be resolved through binding arbitration in Austin, Texas, using a single arbitrator under the rules of the American Arbitration Association.
11.3 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
11.4 No Waiver
Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.
11.5 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms to any successor entity resulting from a merger, acquisition, or sale of all or substantially all of our assets.
11.6 Entire Agreement
These Terms, together with any other agreements referenced herein, constitute the entire agreement between you and us regarding our services.
11.7 Modifications
We may modify these Terms at any time by posting the revised terms on our website. Your continued use of our services after such changes constitutes your acceptance of the revised Terms.
12. Contact Information
If you have any questions about these Terms, please contact us at:
Based Design Co.
Email: isaac@baseddesign.co
Website: baseddesign.co
Last Updated: April 10, 2025