Terms and Conditions

These Terms and Conditions apply to the services outlined in the quote and form part of the agreement between SIQstack ("We" or "Us") and the Client ("You").

1. 1. Scope of Work

   The services provided will be as described in the quote and any attached specifications. Any changes to the scope must be agreed upon in writing by both parties and may result in additional fees. We will perform the services with reasonable care and skill, using qualified personnel.

2. 2. Payment Terms

   Full payment is required upfront before any work begins, unless otherwise specified in the quote. For larger projects, we may offer milestone-based payments as outlined in the quote. All payments are non-refundable once work has commenced, except as provided in the Termination section.

   Late payments may result in project suspension until the balance is resolved. We reserve the right to withhold deliverables and suspend hosting/services until all outstanding payments are received.

3. 3. Client Responsibilities

   You agree to:

   • Provide all requested content, materials, and feedback within 7 business days of request
   • Ensure all content you provide is accurate, legal, and does not infringe third-party rights
   • Designate a single point of contact for project communications
   • Review and approve deliverables within 5 business days of submission

   Project Delays: If you fail to provide required materials or feedback within 14 days, we may pause the project and resume when materials are received. Extended delays (30+ days) may result in a restart fee of up to 25% of the project value to re-engage resources.

4. 4. Warranties

   We warrant that the services will conform to the description in the quote and will be free from material defects for a period of 30 days from delivery. If any defects arise, we will correct them at no additional cost, provided you notify us promptly. This warranty does not cover issues arising from your modifications, misuse, third-party integrations you add, or hosting environments we do not control.

5. 5. Intellectual Property Rights

   All intellectual property created as part of the services (including designs, code, and materials) will remain our property until full payment is received. Upon final payment, ownership of custom work transfers to you, except for:

   • Pre-existing tools, libraries, and frameworks we use (which remain ours or their respective owners')
   • Reusable code components we may use in other projects

   We retain the right to display the work in our portfolio and marketing materials unless you request otherwise in writing.

6. 6. Third-Party Services & Licenses

   Your project may require third-party services (hosting, domains, APIs, stock images, fonts, plugins). You are responsible for purchasing and maintaining these services and their associated costs unless explicitly included in our quote. We are not liable for changes, outages, or price increases from third-party providers.

7. 7. Client Indemnification

   You agree to indemnify, defend, and hold harmless SIQstack LLC and its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from: (a) content you provide that infringes copyrights, trademarks, or other rights; (b) your breach of these terms; (c) your use of the deliverables in violation of applicable laws; or (d) any false or misleading information you provide.

8. 8. Confidentiality

   Both parties agree to keep confidential any proprietary information disclosed during the project and not to use it except for performing the services. This obligation survives the termination of the agreement for a period of 2 years.

9. 9. Limitation of Liability

   Our total liability for any claims arising from the quote or the services is limited to the total amount paid by you under the quote. We will not be liable for indirect, consequential, incidental, special, or punitive damages, including loss of profits, data, revenue, or business opportunities, even if advised of the possibility. This limitation applies regardless of the theory of liability (contract, tort, negligence, or otherwise).

10. 10. Termination

    Either party may terminate this agreement with written notice if the other party materially breaches these terms and fails to remedy the breach within 14 days.

    If you terminate: You will receive any completed work up to the termination date. No refunds will be issued for work already performed. If less than 50% of the project is complete, you may receive a partial refund at our discretion minus time and expenses incurred.

    If we terminate: We will deliver completed work and refund a pro-rata portion of fees for unperformed services.

11. 11. Dispute Resolution

    Before initiating any legal action, both parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days. If unresolved, disputes shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Cook County, Illinois.

    The arbitrator's decision shall be final and binding. Each party shall bear its own costs, and arbitration fees shall be split equally. This clause does not prevent either party from seeking injunctive relief in court for IP violations or confidentiality breaches.

12. 12. Force Majeure

    Neither party will be liable for delays or failures in performance caused by events beyond reasonable control, such as natural disasters, wars, pandemics, government actions, internet outages, or acts of terrorism.

13. 13. Governing Law & Severability

    This agreement is governed by the laws of the State of Illinois, USA, without regard to conflict of laws principles. If any provision is found unenforceable, the remaining provisions remain in full force. This agreement constitutes the entire understanding between the parties and supersedes all prior agreements.