Terms of Service

01 Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Ulcorex Web ("Company," "we," "us," or "our"), governing your access to and use of our web development and frontend design services. By engaging our services, submitting a project inquiry, executing a service agreement, or making any payment to Ulcorex Web, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you are entering into this agreement on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with any provision of these Terms, you must not engage our services.

These Terms apply to all services rendered by Ulcorex Web, including but not limited to website development, landing page creation, user interface implementation, and marketing page development. Specific project terms may be additionally governed by a separate written project agreement or statement of work executed between the parties.

02 Services Provided

Ulcorex Web provides professional web development and frontend interface design services. Our services are strictly limited to the design, development, and delivery of frontend web deliverables as described in each project agreement. Services offered include:

• Custom website and landing page development using HTML, CSS, and JavaScript
• User interface implementation and pixel-perfect conversion of design files to code
• Marketing page development and conversion-focused web interface creation
• Frontend framework implementation including React, Vue.js, and Next.js
• Shopify theme development and customization
• Code review, optimization, and technical consulting on frontend architecture

Services Not Included

Unless explicitly stated in a written project agreement, our services do not include, and Ulcorex Web expressly disclaims responsibility for, the following:

• Web hosting, server configuration, or domain registration
• Payment gateway integration, processing, or compliance (PCI-DSS)
• Backend development, database architecture, or server-side logic
• Ongoing site maintenance, content management, or system administration
• SEO campaigns, digital marketing services, or paid advertising
• Third-party platform management or API backend development
• Legal compliance review of client-provided content

Any services not expressly included in the applicable project agreement must be requested in writing and may require a separate agreement and additional fees. We reserve the right to decline any request that falls outside our defined service scope.

03 Client Responsibilities

The Client agrees to fulfill certain responsibilities that are essential for the successful delivery of project work. Failure to meet these responsibilities may result in project delays, scope changes, or additional charges for which the Client will be solely responsible.

Content and Materials

The Client is responsible for providing all text content, images, videos, logos, brand assets, and any other materials required for project completion in a timely manner and in formats specified by Ulcorex Web. Content must be provided in accordance with the project timeline agreed upon by both parties.

• All content must be provided in editable, high-resolution, or web-ready formats as appropriate
• The Client warrants that they hold all necessary rights, licenses, and permissions for all content provided
• Delays in content delivery may result in corresponding delays in project completion
• Ulcorex Web is not responsible for content that is inaccurate, incomplete, or legally problematic

Review and Feedback

The Client agrees to review all deliverables and provide consolidated, actionable feedback within the timeframes specified in the project agreement. Multiple rounds of revisions beyond those included in the agreed scope will be billed at our standard hourly rate of $65 per hour.

Access and Credentials

Where applicable, the Client agrees to provide timely access to hosting environments, CMS platforms, design files, or other systems required for project delivery. Ulcorex Web will maintain the confidentiality of all credentials provided and will not use such access for any purpose beyond the agreed project scope.

04 Project Agreements and Scope

Each project engaged with Ulcorex Web will be governed by a project-specific agreement ("Project Agreement" or "Statement of Work") that defines the deliverables, timeline, revision rounds, payment schedule, and any additional terms specific to that engagement. The Project Agreement, together with these Terms, constitutes the complete agreement between the parties with respect to that project.

Scope Changes

Any request by the Client to add features, change the design direction, expand the number of pages, or otherwise alter the agreed scope ("Scope Change") must be submitted in writing. Ulcorex Web will evaluate the request and provide a written estimate for the additional work required, including any impact on the project timeline and total cost.

No Scope Change will be implemented until both parties have agreed in writing to the revised scope, timeline, and additional fees. Verbal agreements or approvals are not binding on Ulcorex Web with respect to Scope Changes.

Timeline and Milestones

Timelines are established cooperatively and are contingent on the Client providing timely feedback, content, and approvals. Ulcorex Web will communicate proactively regarding any delays and will make reasonable efforts to maintain agreed timelines. However, timeline guarantees are subject to the Client meeting their stated obligations in a timely manner.

05 Payment Terms and Conditions

All fees for services rendered by Ulcorex Web are stated in United States Dollars (USD). Payment terms, schedules, and amounts for each project will be specified in the applicable Project Agreement. General payment terms are as follows:

Deposit Requirement

A non-refundable deposit of fifty percent (50%) of the total project fee is required before any project work commences. This deposit secures the Client's project slot and covers the initial discovery, scoping, and architecture phases. The remaining balance is due upon project completion and prior to delivery of final files.

Late Payments

Invoices are due within fourteen (14) calendar days of the invoice date unless otherwise stated in the Project Agreement. Late payments will accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full. Ulcorex Web reserves the right to suspend work on any project with an outstanding unpaid invoice.

Taxes

All fees are exclusive of applicable taxes. The Client is responsible for any sales, use, or similar taxes applicable to the services received. Ulcorex Web will collect and remit taxes where required by applicable law.

Currency and Payment Methods

All payments must be made in USD. Ulcorex Web accepts payment by bank transfer, major credit cards, or other methods as specified in the Project Agreement. Payment processing fees, if any, are the responsibility of the Client.

06 Intellectual Property Rights

The allocation of intellectual property rights between the parties is an essential element of the engagement and is governed by the following provisions.

Client-Owned Materials

All content, materials, data, and assets provided by the Client remain the exclusive property of the Client. The Client grants Ulcorex Web a limited, non-exclusive, non-transferable license to use such materials solely for the purpose of performing the agreed services during the project term.

Transfer of Deliverables

Upon receipt of full and final payment, Ulcorex Web will transfer to the Client all rights, title, and interest in the custom code, designs, and deliverables created specifically for the Client's project. Prior to receipt of full payment, all deliverables remain the exclusive property of Ulcorex Web.

Ulcorex Web Retained Rights

Notwithstanding the above transfer, Ulcorex Web retains the right to:

• Display the completed project in our portfolio and case study materials
• Reference the Client's company name as a past client in marketing materials, unless the Client requests otherwise in writing
• Use all general programming knowledge, techniques, methodologies, and skills acquired during the engagement in future projects
• Retain and use any open-source components, third-party libraries, or pre-existing code incorporated into the deliverables

Third-Party Components

The deliverables may include open-source software, third-party libraries, or frameworks licensed under various open-source licenses. The Client acknowledges and agrees to comply with the terms of all applicable third-party licenses. Ulcorex Web will disclose all significant third-party components used in project deliverables.

07 Confidentiality

Both parties acknowledge that in the course of this engagement, each may be exposed to or acquire information that is proprietary or confidential to the other party ("Confidential Information"). Each party agrees to hold all Confidential Information in strict confidence and to not disclose such information to any third party without the prior written consent of the disclosing party, except as required by law.

Confidential Information includes, but is not limited to, business plans, financial information, product concepts, technical specifications, client lists, source code, design files, and trade secrets. The confidentiality obligations under this section shall survive the termination of any project agreement.

Ulcorex Web will implement reasonable technical and organizational measures to protect the security of all Client materials and credentials entrusted to us during the project. We will not access, use, or share Client systems beyond what is necessary for the agreed project scope.

08 Warranties and Disclaimers

Ulcorex Web warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Deliverables will substantially conform to the specifications set forth in the applicable Project Agreement
• We have the right and authority to enter into this agreement and to perform the services described
• To our knowledge, the custom code delivered will not infringe upon any third-party intellectual property rights

Disclaimer of Warranties

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

Ulcorex Web does not warrant that websites or interfaces developed will achieve any specific business outcome, conversion rate, search engine ranking, or revenue target. Results depend on numerous factors outside our control, including market conditions, client content quality, and third-party platform performance.

09 Limitation of Liability

To the maximum extent permitted by applicable law, Ulcorex Web's total cumulative liability to the Client for any and all claims arising from or related to these Terms or any Project Agreement shall not exceed the total fees actually paid by the Client to Ulcorex Web for the specific project giving rise to the claim during the twelve (12) months preceding the event giving rise to liability.

This limitation of liability reflects an informed allocation of risk between the parties and is a fundamental element of the basis of the bargain between the parties. Ulcorex Web would not have been able to provide services at the agreed fee levels without this limitation.

10 Termination

Either party may terminate a Project Agreement upon written notice if the other party materially breaches any provision of these Terms or the applicable Project Agreement and fails to cure such breach within thirty (30) calendar days of receiving written notice describing the breach in reasonable detail.

Termination by Client

If the Client terminates a project prior to completion without cause, the Client shall pay Ulcorex Web for all work completed up to the date of termination, including any non-refundable deposit already collected. A detailed invoice for completed work will be provided within fourteen (14) days of termination.

Termination by Ulcorex Web

Ulcorex Web reserves the right to terminate a project immediately upon written notice if the Client fails to make any required payment when due, acts in bad faith, engages in abusive conduct toward our team, or requests deliverables that violate applicable law or third-party rights.

Effect of Termination

Upon termination, the Client's license to use any deliverables not yet fully paid for will immediately terminate. All provisions of these Terms that by their nature should survive termination, including intellectual property, confidentiality, limitation of liability, and dispute resolution provisions, shall survive any termination.

11 Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms, any Project Agreement, or the services provided by Ulcorex Web, the parties agree to first attempt to resolve the matter through good-faith negotiation. Either party may initiate this process by providing written notice to the other party describing the dispute in reasonable detail.

If the parties are unable to resolve the dispute through negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration administered in accordance with the rules of the American Arbitration Association then in effect. Arbitration shall take place in St. Louis, Missouri. The decision of the arbitrator shall be final and binding upon both parties and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

12 Governing Law

These Terms and all related documents shall be governed by and construed in accordance with the laws of the State of Missouri, United States of America, without regard to its conflict of law principles. Any legal proceedings not subject to arbitration as described above shall be brought exclusively in the state or federal courts located in St. Louis County, Missouri, and both parties hereby irrevocably consent to the personal jurisdiction of such courts.

13 Changes to Terms

Ulcorex Web reserves the right to modify these Terms at any time at our sole discretion. When we make material changes to these Terms, we will update the "Last Updated" date at the top of this document. Your continued engagement with our services after such changes constitutes acceptance of the revised Terms.

For existing projects, any material changes to these Terms will not apply retroactively without the Client's written consent. We encourage you to review these Terms periodically to stay informed of any updates.

14 General Provisions

These Terms, together with any applicable Project Agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous negotiations, representations, warranties, and agreements, whether oral or written.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision in these Terms will not constitute a waiver of such right or provision.

These Terms may not be assigned by the Client without the prior written consent of Ulcorex Web. Ulcorex Web may assign its rights and obligations under these Terms to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets.