Terms of service

Definitions

• Client: Any company or legal entity that commissions services from the Agency.
• Project: A defined scope of work agreed between the Agency and Client, typically set out in a signed Technical Specification.
• Technical Specification: A formal written document outlining the scope, deliverables, timelines, and payment structure for a given Project.
• Milestone: A specific phase of a Project tied to a deliverable and/or payment.
• Add-on: Optional services offered during the Project execution, which are not included in the base scope and may be subject to additional charges.
• Quota: A discretionary value or token-based option which may be granted by the Agency to Clients for limited extra services.
• Deliverables: Work products submitted to the Client upon milestone or Project completion.
• Subscription: A recurring billing agreement for specific service types, managed via Stripe or another approved payment processor.
• Support period: A period following completion of a Project during which the Client may ask clarifying questions or report issues as per the Project terms.
• Foreground intellectual property: All new, project-specific work product created for the Client (e.g., code, UI, designs, docs) excluding Background intellectual property and third-party materials.
• Background intellectual property / Agency tools: Our pre-existing or generalized tools, libraries, boilerplate, frameworks, scripts, methods, and know-how.
• Third-party materials: Open-source components, fonts, stock assets, and third-party APIs / SDKs governed by their own licenses.
• Client materials: Content, data, and trademarks provided by the Client.

General terms of use

• Our services are offered strictly on a business-to-business basis. You must be a legal entity to engage our services.
• Use of our services indicates acceptance of these Terms and any supporting agreements, including our Privacy Policy and Payment Terms, where applicable.
• You confirm that you have authority to enter into a binding agreement on behalf of your organization.

Engagement and project lifecycle

1. Project initiation: Each engagement begins only after mutual agreement on a Technical Specification. This document will be considered contractually binding once approved via email or signature.
2. No registration required: Our website does not require Client registration. All agreements, deliveries, and updates are handled via email and other agreed communication methods.
3. Start of work: Work will begin only after a payment is received, as per the terms in the Technical Specification. Delays in payment may delay project initiation.

Project specifications and delivery

All Project elements - such as deliverables, design details, timelines, and communication protocols - are defined in the Technical Specification. Deliverables are submitted by email or a secure file-sharing platform. If a Project is divided into milestones, each milestone will be delivered, reviewed, and approved before the next phase begins.

Acceptance and defects

• For each milestone, the Agency provides release notes and a test plan.
• The Client conducts user acceptance testing (UAT) only against (i) the Technical specification and (ii) this clause.
• Acceptance standard: A deliverable is Accepted if it materially conforms to the Technical specification.
• Review window: Five (5) Business Days from delivery to either issue written Acceptance or provide one consolidated defect list.
• Severity levels: S1 (blocking), S2 (major), S3 (minor).
• Remedies: The Agency cures S1/S2 within a commercially reasonable time; S3 items may be deferred or handled via quotas.
• Deemed acceptance: No Client response within the review window.
• Cosmetic preferences not specified in the Technical specification are out of scope.

Milestones, add-ons, and quotas

• Milestones: Each milestone shall include a description, timeline, deliverable, and payment amount. Approval of one milestone may trigger invoicing for the next.
• Add-ons: Additional services may be offered during a Project. These will be quoted and invoiced separately or deducted from available quotas.
• Quotas: If granted, quotas are a non-monetary credit usable for minor scope extensions or additional services. They are non-transferable and expire after a set period. They cannot be exchanged for cash or refunds and are granted at Agency's discretion.

Client responsibilities

• Provide accurate and complete requirements.
• Respond to communication and feedback requests promptly.
• Securely transmit credentials, content, and resources.
• Avoid requesting work that violates intellectual property, applicable law, or platform guidelines.

Client materials warranty and indemnity

• The Client warrants it holds all rights to the content, data, trademarks, and materials it supplies.
• The Client warrants such materials do not infringe third-party rights and comply with applicable laws and platform rules.
• The Client shall indemnify, defend, and hold harmless the Agency and its personnel from any claims, damages, costs, or expenses arising from Client materials or the Client’s use of the deliverables.

Payments, invoicing, and taxes

1. Prepayments: Projects generally require a prepayment as defined in the Technical Specification. Work begins only after payment is confirmed.
2. Invoices: Issued in electronic format (PDF), delivered by email or through payment platforms. Must be paid within the stated terms (typically 7 or 14 days).
3. VAT and taxation: Invoices may include VAT depending on your location and legal status. It is your responsibility to provide a valid VAT ID or other documentation if seeking exemption.
4. Late payment and suspension:
   • Invoices are due NET 7 (unless stated otherwise).
   • Past-due amounts accrue interest at 5% per month.
   • Upon any invoice being more than seven (7) days overdue, the Agency may suspend work, environments, and access.
   • All schedules are extended day-for-day during suspension; a reasonable restart fee may apply.
   • Until paid in full (or as to each paid milestone), Client receives a revocable, non-transferable internal evaluation license only; no production use. Rights vest upon the corresponding payment.

Subscriptions (stripe)

For ongoing services (e.g., maintenance, hosting, retainer work), Stripe may be used for recurring billing. Subscription terms will be defined in writing and include billing frequency, scope, and cancellation policy. Subscriptions may be canceled with 30 days' written notice.

Revisions and support

• Revisions are limited to the quantity and type specified in the Technical Specification.
• Additional revisions beyond that scope may be quoted as Add-ons.
• A Support Period of at least 7 days is provided post-completion for minor adjustments and clarifications.
• Support does not include feature changes or content updates unless specified.

Ownership and intellectual property

• Upon full payment, foreground intellectual property (project-specific work product) is assigned to Client (perpetual, worldwide, royalty-free, irrevocable).
• Background intellectual property / Agency tools remain with the Agency; Client receives a non-exclusive, perpetual, worldwide, non-transferable (except with the Project) license to use them only as embedded in the Deliverables; no standalone reuse, extraction, or reverse engineering.
• Client may use, copy, modify, create derivative works of, and distribute the Deliverables as part of Client products / services; no source-level redistribution of Agency tools.
• Third-party materials remain under their respective licenses; permissive OSS (MIT / Apache / BSD) may be used; no GPL / AGPL without Client's prior written consent; third-party notices / BOM provided on request and must be preserved.
• To the extent permitted by law, the Agency waives / does not assert moral rights in foreground intellectual property; no attribution required in production.
• White-label / OEM resale or sublicensing beyond normal distribution requires a separate paid add-on.
• In case of conflict, an executed Technical specification or change order that expressly varies this section controls for that project.

Confidentiality and data handling

Both parties agree to keep confidential all non-public information exchanged during the project, including source code, access credentials, business plans, and other internal materials. Confidentiality obligations apply to subcontractors and continue beyond the completion or termination of the project.

Communication and notices

• Email is the official channel for project documentation, approvals, disputes, and notices.
• Meetings via Zoom, Slack, or Google Meet are for discussion purposes only and must be confirmed via email to be binding.
• You must provide and monitor a valid email address for all communications.

Subcontracting and third parties

The Agency may use subcontractors or freelancers to complete projects. Clients are not required to manage or communicate with subcontractors directly. The Agency remains responsible for deliverables and timelines.

Warranty and disclaimers

• All services are provided "as is" unless otherwise stated.
• No guarantee is made regarding uninterrupted performance or universal compatibility.
• Any performance warranties must be documented in the Technical Specification.

Force majeure

• Neither party is liable for delay or failure caused by events beyond reasonable control (including outages, war, strikes, epidemics, governmental action, or natural disasters).
• Schedules and deadlines are extended for the duration of the event.
• If the event lasts more than thirty (30) consecutive days, either party may terminate the affected work by written notice; the Client will pay for work performed and non-cancellable costs.
• Hardship: Material changes in market or cost basis may trigger a good-faith re-estimation and, if agreed, a change order.

Limitation of liability

• Except to the extent prohibited by law, the Agency's total aggregate liability arising out of or relating to these Terms, any Technical Specification, or any Project or Subscription, whether in contract, tort (including negligence) or otherwise, shall not exceed (a) for Projects, the total amounts actually paid by the Client to the Agency for the applicable Project; or (b) for Subscriptions, the fees paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim.
• In no event will the Agency be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including without limitation loss of profits, revenue, goodwill, or business interruption, even if advised of the possibility of such damages.
• Data loss, data corruption, and recovery costs are excluded from liability unless the parties have executed a separate written agreement for backup/restore or disaster recovery services that expressly provides otherwise.

Dispute resolution and cancellations

Disputes should be addressed promptly through good-faith communication. If unresolved, legal proceedings may be initiated in the jurisdiction outlined below. Cancellation must be requested in writing. Refunds are discretionary and depend on the amount of work completed.

Privacy and data usage

• Client data is used solely for service delivery and communication.
• We do not share personal data except as required for subcontracting or legal compliance.
• Clients may request data deletion post-project, subject to retention laws.

Prohibited uses

• Using services for illegal, infringing, or harmful purposes.
• Hosting adult content or violating third-party terms.
• Bypassing Agency processes to hire subcontractors directly.
• Harassing or spamming the Agency or its team members.

Modifications to the terms

These Terms may be updated at any time. Continued use of our services constitutes acceptance of any revisions. The latest version will be published on our website.

Portfolio Use:

The Agency reserves the right to take internal screenshots of the Client’s Project for the purpose of showcasing work in its portfolio, presentations, or case studies. These materials will exclude sensitive or identifying information unless prior written consent is obtained from the Client.

Unless the Client opts out in writing before launch, the Agency includes a discreet footer credit and link.

Governing law

These Terms are governed by the laws of Latvia. Legal disputes shall be resolved in the courts of Latvia.

Contact information

If you have any questions or concerns, please contact us:

• Company:
• Email:
• Address:
• Website: the2410.com