Terms of Service

Last Updated: 28/08/2025.

Disclaimer: This document outlines our standard framework for engagement. It is provided for transparency and does not constitute a binding contract on its own. The specific, legally binding terms and conditions governing your project will be detailed in your official project quote and agreement. We recommend you consult with a legal professional for any specific legal advice.

1. Our Guiding Philosophy: Clarity Creates Confidence

At KALAT Digital, we believe the foundation of every successful project is a strong, transparent partnership. These Terms are designed to protect both the client and our agency by establishing clear, mutually agreed-upon expectations for the duration of our collaboration. Our goal is to create a professional framework that allows our collective focus to remain on what truly matters: delivering exceptional, data-driven results for your business.

2. Payment Structures

To ensure projects are properly resourced and to maintain healthy cash flow, we utilize a payment structure that aligns with the scope and complexity of the engagement.

Standard Projects (Valued under $10,000 USD): 50/50 Split

An initial, non-refundable payment of 50% of the total project cost is required to secure your project in our schedule and commence the Discovery & Strategy phase. The remaining 50% is due upon final project approval, prior to the official handoff of all assets and/or website launch.

Large Projects (Valued at or over $10,000 USD): Milestone-Based Billing

• Payment 1 (40%): Project Kickoff & Strategy. Due upon signing the agreement. This initial payment secures the project timeline and covers the foundational discovery, strategy, architectural, and design phases.
• Payment 2 (30%): Development Milestone. Due upon client approval of the final design and prior to the commencement of the core development and implementation phase.
• Payment 3 (30%): Final Handoff & Launch. Due upon final project approval, prior to migration to the live server and the transfer of all final assets, source code, and credentials.

3. Core Project Policies & Procedures

Scope of Work & Change Orders

The signed Project Quote, which will reference these terms, serves as the definitive Scope of Work (SOW) for the engagement. Any work requested by the client that falls outside of this SOW will be considered a "Change Order." All Change Orders will be evaluated, quoted, and presented in a separate proposal. Approved Change Orders must be paid for before the associated work will commence.

Intellectual Property & Ownership

Agency Ownership During Project: KALAT Digital retains full ownership, copyright, and intellectual property rights for all creative and technical work produced during the project lifecycle. This includes, but is not limited to, strategy documents, wireframes, design concepts, brand assets, and all source code. Payments made during the project are for the professional services rendered in the creation of these assets.

Transfer of Ownership Upon Completion: Upon receipt of the final and complete payment for the project, KALAT Digital will transfer full ownership and an irrevocable license to the client for the final, delivered assets as defined in the Scope of Work (e.g., the final Figma design file, the complete website source code).

Early Termination: In the event the client terminates the agreement before the project is complete, they are not entitled to and will not receive any of the work-in-progress files, designs, or code. The agency retains full ownership of all assets created up to the point of termination.

Option to Purchase Assets: Following an early termination initiated by the client, the client may be offered the option to purchase the full rights to the work-in-progress assets for a separate, final buyout fee. This is at the sole discretion of the agency.

Portfolio Rights: The agency retains the right to display the completed project and all related creative work in our portfolio, case studies, and other marketing materials, unless otherwise specified in a Non-Disclosure Agreement.

Client Responsibilities & The Pause Clause

The client agrees to provide all necessary feedback, content, and approvals in a timely manner (e.g., within 3-5 business days) to maintain the project schedule. If the agency is waiting on the client for required assets or feedback for more than 10 business days, we reserve the right to pause the project and re-schedule its completion based on our current availability. A "Restart Fee" may apply to de-archive and re-initiate a paused project.

Termination

Termination for Breach: Either party may terminate the agreement with 10 business days' written notice if the other party is in material breach of their obligations as outlined in the SOW.

Termination for Convenience (by Client): If the client terminates the agreement for convenience, they will be billed for all work completed up to the termination date, and the "Early Termination" Intellectual Property clause will apply.

Termination for Professional Conduct: We are committed to a collaborative and mutually respectful partnership. The work we do is best accomplished in an environment of professional courtesy. We, therefore, reserve the right to immediately terminate any project or agreement if a client engages in abusive, disrespectful, or otherwise unprofessional behavior towards any member of our team. In the event of such a termination, no refunds will be issued for work already completed. We will never compromise our team's well-being for the sake of revenue.