01 · Scope of Services

The specific deliverables, timeline, and price are defined in the project brief confirmed between the parties (email, chat, or signed document). Unless explicitly listed in the agreed scope, the following are not included:

• Copywriting or content creation (text, images, videos)
• SEO campaign management or paid advertising
• Third-party service subscriptions (hosting, domain, stock images, fonts, plugins)
• Backend development, databases, or server administration beyond what is agreed
• Ongoing maintenance after the agreed support period
• Training, documentation, or handover sessions unless explicitly agreed

Any deliverable not explicitly mentioned in the agreed brief is out of scope. Ambiguities are resolved by written mutual agreement before work on the ambiguous item begins.

02 · Payment Terms

Standard payment schedule: 50% deposit before work begins; 50% balance due upon delivery and client approval. Work does not begin until the deposit is received and confirmed.

Accepted currencies: USD, EUR, GBP, PLN, CZK, AED, and others by prior agreement. Cryptocurrency accepted: USDT (TRC-20/ERC-20), ETH, BTC. All prices exclude applicable taxes, VAT, or bank fees. Any fees charged by the client's bank or payment processor are the client's responsibility.

The final balance must be paid before transfer of source files and/or deployment to a live domain. Transfer of intellectual property rights occurs only upon receipt of final payment in full.

Invoices not paid within 14 calendar days of the due date may accrue a late payment fee of 1.5% per month on the outstanding balance. NEMENKOFF LAB reserves the right to suspend all active work until overdue invoices are settled.

NEMENKOFF LAB reserves the right to withhold delivery of all final files, credentials, and source code until all outstanding amounts are paid in full. Partial payment does not constitute acceptance or transfer of any deliverable.

03 · Revision Policy

Each project includes a defined number of revision rounds as stated in the project agreement (typically two rounds). A revision round is defined as:

• One consolidated list of change requests submitted by the client in a single communication
• Changes must relate to items within the originally agreed scope
• Minor adjustments: wording, colours, spacing, font sizes, image swaps (like-for-like)

The following are NOT included in a revision round and will be quoted separately:

• Redesigning a section, page, or visual concept after it has been approved
• Adding pages, sections, or features not listed in the original brief
• Change of content direction (new copy, new brand direction, different target audience)
• Requests submitted separately after the consolidated revision list has been actioned (each counts as a new round)

Additional revision rounds are billed at the hourly rate in effect at the time, or as separately quoted. Work on additional revisions begins only after written approval and payment confirmation.

04 · Scope Creep

Scope creep refers to any expansion of the project beyond what was agreed at kickoff. Examples:

• Additional pages not in the original brief
• New functionality (forms, calculators, integrations, custom animations, CMS setup)
• Requests to support additional devices, browsers, or languages beyond those agreed
• Replacement of agreed technology with a different stack mid-project
• Changes to the project's core concept, audience, or business goals after kickoff

All scope creep requests will be assessed and quoted separately. A written change order is required before additional work begins. NEMENKOFF LAB reserves the right to adjust the project timeline accordingly.

05 · Client Responsibilities and Content Submission

The client is responsible for providing all required content (text, images, logos, brand guidelines, and other materials) within 5 business days of project kickoff, unless a different timeline is agreed in writing.

The client guarantees that all content provided is owned by them or properly licensed for the intended use, and does not infringe any third-party intellectual property rights, privacy rights, or applicable laws. NEMENKOFF LAB bears no liability for content supplied by the client, including legal claims arising from such content.

Delays caused by late content delivery, slow feedback, non-responsive stakeholders, or access issues extend the project timeline by at least the same number of business days as the delay. Such delays do not entitle the client to a price reduction or any penalty against NEMENKOFF LAB.

The client is responsible for ensuring their designated point of contact has authority to approve deliverables and make binding decisions. Approvals given by the designated contact are binding on the client.

06 · Project Freeze and Abandonment

A project is considered frozen when no client feedback or required materials have been received for 14 consecutive calendar days after a written follow-up from NEMENKOFF LAB. A frozen project will be deprioritised, and the original delivery timeline is automatically void.

If no response is received within 60 calendar days of the freeze notice, the project may be considered abandoned. In case of abandonment: the deposit is non-refundable; completed work to that point is considered delivered and accepted; additional work beyond the deposit may be invoiced separately.

A reactivated project requires a new scheduling slot and may be subject to a reactivation fee. NEMENKOFF LAB is under no obligation to reactivate a project on the original timeline.

07 · Acceptance by Silence ("Deemed Accepted")

Upon delivery of a milestone or final deliverable, the client has 5 business days to submit written feedback or request changes. If no written feedback is received within this period:

This clause does not apply to defects (bugs, broken functionality specified in the agreed brief) discovered after acceptance — those are covered by the warranty in Section 08.

08 · Warranty

NEMENKOFF LAB provides a 30-day warranty from the date of final delivery. Covered at no additional charge:

• Functional bugs: elements that do not work as specified in the agreed brief
• Cross-browser rendering issues on browsers explicitly specified in the agreement
• Layout breaks directly caused by code delivered by NEMENKOFF LAB, not modified by the client

The warranty does NOT cover:

• Issues caused by client modifications to code, content, hosting, or configuration after delivery
• Third-party service outages or changes (hosting, CMS, CDN, APIs, payment gateways)
• Changes to browser engines, operating systems, or web standards after delivery
• New feature requests or design changes (treated as new scope)
• Issues on devices, OS, or browsers not specified in the project agreement
• Performance issues caused by the client's hosting environment or third-party integrations

NEMENKOFF LAB makes no warranty, express or implied, that the delivered website or product will achieve any specific business result, conversion rate, search ranking, revenue target, or other commercial outcome.

09 · No Guarantee of Business Results

10 · Force Majeure

NEMENKOFF LAB shall not be liable for any delay or failure to perform where such delay results from circumstances beyond its reasonable control, including without limitation:

• Natural disasters, epidemics, or pandemics
• War, armed conflict, civil unrest, terrorism, or sanctions
• Government actions, legislation, or regulatory changes that materially affect the ability to perform
• Critical infrastructure failures (power, internet, banking systems)
• Third-party platform outages or discontinuation of services relied upon for project delivery
• Serious personal illness, injury, or family emergency affecting the service provider's capacity to work

In the event of force majeure, NEMENKOFF LAB will notify the client as soon as reasonably practicable. Timelines will be extended by the duration of the event plus a reasonable recovery period. If force majeure continues for more than 60 calendar days, either party may terminate with written notice; in such case the deposit is non-refundable for work already performed, and no further amounts are due.

11 · Intellectual Property

Upon receipt of final payment in full, the client receives full ownership of the custom design and code created specifically for this project. NEMENKOFF LAB retains no ongoing rights to the delivered custom work.

Until full payment is received, all work-in-progress and delivered materials remain the intellectual property of NEMENKOFF LAB. The client may not use, publish, share, or build upon any deliverable until full payment is confirmed.

NEMENKOFF LAB retains the right to display the finished project in its portfolio, unless the client requests confidentiality in writing before project kickoff. Portfolio use does not disclose client pricing, internal data, or confidential information.

Open-source libraries, fonts, and third-party assets remain subject to their respective licences. NEMENKOFF LAB will identify material licence obligations at delivery. The client is responsible for maintaining any ongoing licence payments after handover.

12 · Cancellation and Refunds

The client may cancel the project at any time by written notice. The following terms apply:

• Cancellation before work begins: full deposit refund, minus any payment processing fees
• Cancellation after work begins but before delivery: deposit is non-refundable; a partial invoice may be issued for work completed beyond the deposit value
• Cancellation after delivery and acceptance: full payment is due; no refund

Chargebacks, payment disputes, or reversal requests initiated by the client through their bank or payment provider — where services have been rendered in accordance with these Terms — will be vigorously contested. NEMENKOFF LAB reserves the right to pursue recovery of all amounts wrongfully reversed, including costs of dispute resolution.

13 · Limitation of Liability

NEMENKOFF LAB's total aggregate liability for any and all claims arising from or related to the services — whether in contract, tort, or otherwise — shall not exceed the total fees actually paid by the client for the specific project giving rise to the claim.

NEMENKOFF LAB is not liable for:

• Lost revenue, lost profits, loss of data, loss of business opportunity, loss of goodwill, or reputational damage
• Any indirect, incidental, special, consequential, or punitive damages, even if advised of their possibility
• Errors, omissions, or failures in third-party services, platforms, or tools used in or after the project
• The client's failure to maintain proper backups, hosting, or domain renewals after handover
• Any outcome related to client-supplied content, including legal claims from third parties
• Business interruption or consequential losses from website downtime, security incidents, or hosting failures

These limitations apply to the fullest extent permitted by applicable law. Nothing herein excludes or limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

14 · Confidentiality

Both parties agree to treat as strictly confidential any non-public business information, strategies, pricing, technical specifications, trade secrets, or client data shared during the engagement. This obligation applies from the first point of contact and survives termination for 2 years.

Confidential information does not include: information already in the public domain; information the receiving party already lawfully possessed; or information required to be disclosed by law or court order (with prompt written notice where legally permitted).

15 · Right to Suspend or Refuse Work

NEMENKOFF LAB reserves the right to suspend work on a project — without liability — in any of the following circumstances:

• Non-payment of any invoice by its due date
• The client requests work that would be illegal, unethical, or violate third-party rights
• The project environment becomes hostile or abusive toward NEMENKOFF LAB
• Force majeure conditions as described in Section 10

NEMENKOFF LAB also reserves the right to decline or terminate any engagement at its sole discretion, with written notice. In such cases, a pro-rated refund of the deposit will be provided for the portion of work not yet completed, less any reasonable costs already incurred.

16 · Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of Poland, without regard to conflict-of-law principles. The parties agree to first attempt resolution of any dispute through good-faith negotiation within 30 calendar days of written notice of the dispute.

If unresolved through negotiation, disputes shall be submitted to the exclusive jurisdiction of the competent court in Warsaw, Poland. For clients in jurisdictions where local consumer protection law provides additional mandatory rights, those rights are not excluded by this clause.

For B2B engagements, the parties agree that the UN Convention on Contracts for the International Sale of Goods (CISG) does not apply to services rendered under these Terms.

17 · Severability and Entire Agreement

If any provision of these Terms is found unenforceable or invalid, it will be modified to the minimum extent necessary to make it enforceable, or severed, without affecting the remaining provisions.

These Terms, together with any project brief or agreement confirmed in writing, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements.

18 · Contact

nemenkoff.graphics@gmail.com · Telegram · WhatsApp