Legal
Last updated: January 2025
These Terms of Service (“Terms”) govern your use of the DualLayer Creative website at https://duallayercreative.com and any services provided by DualLayer Creative.
By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services. These Terms constitute a legally binding agreement between you (“Client,” “you,” or “your”) and DualLayer Creative(“we,” “us,” or “our”).
The words of which the initial letter is capitalised have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms of Service:
DualLayer Creative provides web design and development services including but not limited to:
The specific scope of services for each project will be defined in a separate written proposal or Statement of Work (“SOW”) agreed upon by both parties. In the event of any conflict between these Terms and a specific SOW, the SOW will take precedence for that specific project.
All project engagements begin with a proposal or Statement of Work that outlines:
A project engagement is confirmed only when:
We reserve the right to decline any project at our sole discretion, including but not limited to projects involving illegal content, adult content, hate speech, or work we believe would harm others.
Unless otherwise agreed in writing, all projects follow a milestone-based payment structure:
We accept payment via methods agreed upon in the proposal. All prices are quoted in US Dollars (USD) unless otherwise specified.
If any milestone payment is not received within 7 days of the due date, we reserve the right to:
The initial deposit is non-refundable once project work has commenced, as it covers time spent on discovery, planning, and initial design work.
If we fail to deliver the agreed scope without reasonable cause, we will offer either a revision plan or a partial refund proportional to the undelivered work, at our discretion.
No refunds will be issued after final deliverables have been delivered and approved by the Client.
Our pricing may change at any time. However, any price agreed in a signed proposal or SOW is binding for that specific project and will not change unless:
Each project package includes a specified number of revision rounds as outlined in the proposal. A revision round is defined as one set of consolidated feedback submitted by the Client.
Revisions that fall within the original scope of the project are included. Revisions that constitute new features, significant design changes, or scope additions will be quoted separately.
To avoid scope creep and project delays, we ask that all revision feedback be:
If no feedback is received within 14 business days of a deliverable being shared, we will consider that deliverable approved and proceed to the next phase.
Any request to add features, pages, functionality, or deliverables beyond the original agreed scope is considered a scope change. Scope changes:
We are not obligated to accept scope changes and may decline them if they would materially affect project viability, timeline, or our team capacity.
A successful project requires timely collaboration from the Client. You agree to:
We are not responsible for project delays caused by the Client failing to meet their responsibilities. Timeline extensions caused by Client delays do not entitle the Client to a price reduction or refund.
Upon receipt of final payment in full, DualLayer Creative assigns to the Client all rights, title, and interest in the custom design elements and code created specifically for the Client project (“Final Deliverables”), except as noted in Sections 7.2 and 7.3.
DualLayer Creative retains ownership of and all rights to:
Unless the Client requests otherwise in writing before project commencement, DualLayer Creative reserves the right to:
The Client warrants that all content, images, trademarks, and materials provided to us for use in the project:
The Client indemnifies DualLayer Creative against any claims arising from use of Client-provided content.
Until final payment is received in full, all work product, designs, and deliverables remain the intellectual property ofDualLayer Creative. Sharing, publishing, or using any deliverables before full payment constitutes infringement of our intellectual property rights.
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the project, including but not limited to business plans, technical specifications, trade secrets, and client data.
This confidentiality obligation:
If a specific Non-Disclosure Agreement (NDA) is required, this must be agreed upon in writing before project commencement.
By using our website and services, you agree not to:
We warrant that:
Except as expressly stated, our website and services are provided “as is” and “as available” without warranties of any kind, either express or implied, including but not limited to:
We do not guarantee specific search engine rankings, conversion rates, or business outcomes resulting from our work.
To the maximum extent permitted by applicable law, DualLayer Creative, its founders, employees, and contractors shall not be liable for:
In all cases, our total aggregate liability to the Client for any claim arising out of or relating to our services shall not exceed the total amount paid by the Client to DualLayer Creative in the 3 months preceding the claim.
Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.
You agree to indemnify, defend, and hold harmless DualLayer Creative and its founders, employees, and contractors from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from:
The Client may terminate a project at any time with written notice. Upon termination:
We reserve the right to terminate a project or relationship with immediate effect if:
Upon termination by us for cause, all payments made are non-refundable. We will invoice for all work completed to the termination date.
Upon termination, intellectual property rights in deliverables remain with DualLayer Creative until all outstanding payments are received in full. Sections 7, 8, 10, 11, 12, and 14 of these Terms survive termination.
In the event of any dispute arising from these Terms or our services, both parties agree to first attempt to resolve the dispute through good faith negotiation. Either party may initiate this by sending written notice to the other party describing the dispute in detail.
Both parties agree to engage in good faith discussions for at least 30 days before pursuing formal dispute resolution.
If negotiation does not resolve the dispute within 30 days, both parties agree to attempt resolution through a mutually agreed mediator before pursuing legal action.
These Terms are governed by and construed in accordance with the laws of Bangladesh, without regard to conflict of law provisions. For international clients, both parties agree that disputes will be resolved through online arbitration or mediation before pursuing litigation in any jurisdiction.
Neither party shall be liable for any failure or delay in performance resulting from circumstances beyond their reasonable control, including but not limited to:
The affected party must notify the other party as soon as reasonably practicable. The obligations will be suspended for the duration of the force majeure event. If the force majeure event continues for more than 30 days, either party may terminate the project with written notice.
For clients on our Monthly Maintenance Plan ($299/month), the following additional terms apply:
Regarding your use of our website (https://duallayercreative.com):
We reserve the right to modify these Terms at any time. When we make material changes, we will:
Changes to these Terms do not apply retroactively to projects already in progress under a signed proposal. Your continued use of our website or services after changes are posted constitutes acceptance of the updated Terms.
These Terms, together with any proposal or Statement of Work agreed in writing, constitute the entire agreement between you and DualLayer Creative regarding our services and supersede all prior agreements, representations, and understandings, whether written or oral.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce that provision in the future.
For any questions about these Terms, to report a violation, or to make a legal inquiry, please contact us:
DualLayer Creative
Bangladesh
duallayercreative@gmail.comWe aim to respond to all legal inquiries within 5 business days.
