Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website operated by Noumena Studio ("Noumena," "we," "us," or "our") at noumena.design (the "Site"), as well as any web design, development, or related services we provide (the "Services").

By accessing the Site or engaging our Services, you agree to be bound by these Terms. If you do not agree, do not use the Site or engage our Services.

Noumena provides web design, front-end and back-end development, SEO optimization, and related digital services. The specific scope, deliverables, timeline, and pricing for each engagement will be outlined in a separate project proposal or statement of work ("SOW") agreed upon by both parties before work begins.

We reserve the right to refuse service to anyone for any reason at any time.

• All projects begin with a written proposal or SOW detailing scope, deliverables, timeline, and fees.
• A project is considered accepted when the client provides written confirmation (including email) and submits the required deposit.
• Changes to the agreed scope after acceptance may result in additional fees and adjusted timelines, which will be communicated and agreed upon in writing before implementation.

• Fees are as stated in the project proposal or SOW. Unless otherwise specified, a 50% deposit is required before work begins, with the remaining balance due upon project completion and before final deliverables are transferred.
• All fees are quoted in USD unless otherwise stated.
• Invoices are payable within 14 days of issuance. Late payments may incur a fee of 1.5% per month on the outstanding balance.
• We reserve the right to pause or suspend work on any project with outstanding unpaid invoices.

To ensure timely delivery, you agree to:

• Provide all requested content, assets, brand guidelines, and access credentials in a timely manner.
• Respond to requests for feedback or approval within 3 business days unless otherwise agreed.
• Designate a single point of contact authorized to provide approvals and make decisions on behalf of your organization.
• Ensure that all content you provide does not infringe on any third-party intellectual property rights.

Delays caused by late client responses may result in adjusted timelines. We are not liable for missed deadlines due to client delays.

Ownership of Deliverables

Upon full payment of all fees, you receive full ownership of the final deliverables as specified in the SOW, including custom designs, code, and content created specifically for your project.

Retained Rights

• We retain the right to use general knowledge, skills, techniques, and experience acquired during the project.
• Pre-existing tools, frameworks, libraries, and code components used in the project remain our property. You receive a perpetual, non-exclusive license to use them as part of your deliverables.
• We reserve the right to showcase the completed project in our portfolio and marketing materials unless you request otherwise in writing.

Third-Party Assets

Any third-party assets (stock photos, fonts, plugins, etc.) used in your project are subject to their respective licenses. We will inform you of any third-party licenses required and associated costs.

• Each project phase includes a defined number of revision rounds as specified in the SOW (typically 2 rounds per phase).
• Additional revisions beyond the included rounds will be billed at our standard hourly rate.
• Written approval of each project phase constitutes acceptance of that phase. Revisions to previously approved phases may incur additional fees.

• You may cancel a project at any time by providing written notice. Upon cancellation, you are responsible for payment for all work completed up to the date of cancellation.
• If cancellation occurs before any work has been performed, the deposit will be refunded minus a 15% administrative fee.
• If work has commenced, the deposit is non-refundable but will be applied toward any outstanding balance for work completed.
• We reserve the right to cancel a project if the client is unresponsive for 30 or more consecutive days, in which case the deposit is forfeited.

We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards.

Except as expressly stated above, the Site and Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that:

• The Site will be uninterrupted, secure, or error-free.
• Any specific business results (e.g., traffic, leads, revenue) will be achieved through our Services. Past performance metrics referenced on the Site are illustrative and not guarantees.

To the maximum extent permitted by applicable law, Noumena and its owners, employees, and contractors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunity, or goodwill, arising from or related to your use of the Site or Services.

Our total aggregate liability for any claims arising from or related to the Services shall not exceed the total fees paid by you to Noumena for the specific project giving rise to the claim.

You agree to indemnify, defend, and hold harmless Noumena and its owners, employees, and contractors from any claims, damages, losses, liabilities, and expenses (including reasonable attorney's fees) arising from:

• Your use of the Site or Services.
• Your breach of these Terms.
• Content, materials, or data you provide that infringes on third-party rights.
• Your violation of any applicable law or regulation.

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement, including business strategies, technical specifications, pricing, and unpublished designs. This obligation survives the termination of the engagement for a period of 2 years.

The Site may contain links to third-party websites or services that are not owned or controlled by Noumena. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party sites or services.

Neither party shall be liable for delays or failure to perform obligations due to causes beyond their reasonable control, including but not limited to natural disasters, pandemics, government actions, internet outages, or other force majeure events.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any dispute arising from these Terms or the Services shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, the dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA). The arbitration shall take place remotely or in a mutually agreed-upon location.

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

We may update these Terms from time to time. Changes will be posted on this page with an updated "Last updated" date. For active client engagements, material changes will be communicated directly. Continued use of the Site after changes constitutes acceptance of the revised Terms.

If you have questions about these Terms, contact us at: