Agreement to Terms
These Terms of Service constitute a legally binding agreement between you and ADK Design regarding your use of our website and services. By accessing our website or engaging our services, you agree to be bound by these terms. If you do not agree with any part of these terms, you must not use our website or services.
Services Description
ADK Design provides professional computer systems design and integration services, including but not limited to:
- Computer integrated systems design and architecture
- Cloud solutions and infrastructure design
- Security and compliance consulting
- Data engineering and integration services
- DevOps and automation implementation
- Technical consulting and advisory services
- Custom software development
Specific services, deliverables, timelines, and pricing will be detailed in separate service agreements or statements of work.
Service Agreements
All professional services provided by ADK Design are subject to a written service agreement or statement of work that will specify:
- Scope of work and deliverables
- Project timeline and milestones
- Fees and payment terms
- Responsibilities of both parties
- Acceptance criteria and procedures
- Intellectual property rights
- Confidentiality obligations
In the event of any conflict between these Terms of Service and a specific service agreement, the service agreement shall prevail.
Payment Terms
Payment terms will be specified in individual service agreements. Generally:
- Invoices are due within 30 days of the invoice date unless otherwise specified
- Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
- We reserve the right to suspend services for accounts with overdue balances
- All fees are exclusive of applicable taxes, which are the client's responsibility
- Refunds, if applicable, will be handled according to the specific service agreement
Client Responsibilities
To enable us to provide effective services, clients agree to:
- Provide accurate and complete information necessary for project execution
- Grant timely access to systems, data, and personnel as required
- Respond promptly to requests for feedback and approvals
- Designate authorized representatives for project decisions
- Maintain appropriate backups of critical data and systems
- Comply with all applicable laws and regulations
- Use our services only for lawful purposes
Intellectual Property Rights
Unless otherwise specified in a service agreement:
- ADK Design retains ownership of all pre-existing intellectual property, methodologies, and tools
- Custom deliverables created specifically for a client will be owned by the client upon full payment
- We retain the right to use general knowledge, skills, and experience gained during projects
- Clients grant us permission to use their name and project description as a reference, unless confidentiality restrictions apply
- All website content, including text, graphics, logos, and code, is protected by copyright and other intellectual property laws
Confidentiality
We understand the sensitive nature of business information and commit to:
- Maintaining the confidentiality of all client information and data
- Using confidential information only for the purpose of providing services
- Implementing appropriate security measures to protect confidential information
- Not disclosing confidential information to third parties without authorization
- Returning or destroying confidential information upon request or project completion
Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.
Warranties and Disclaimers
We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. However:
- Our services are provided as is without any other warranties, express or implied
- We do not warrant that our services will be uninterrupted or error-free
- We do not guarantee specific results or outcomes unless explicitly stated in a service agreement
- Technology solutions may have inherent limitations and risks that cannot be completely eliminated
- Clients are responsible for testing and validating solutions before production deployment
Limitation of Liability
To the maximum extent permitted by law:
- Our total liability for any claims arising from our services shall not exceed the fees paid by the client for the specific services giving rise to the claim
- We shall not be liable for any indirect, incidental, consequential, or punitive damages
- We shall not be liable for damages resulting from client's failure to maintain adequate backups or follow our recommendations
- We shall not be liable for issues arising from third-party products, services, or systems
- Claims must be brought within one year of the date the cause of action arose
Indemnification
Clients agree to indemnify and hold harmless ADK Design from any claims, damages, or expenses arising from:
- Client's use of our services in violation of these terms or applicable laws
- Client's breach of any representations or warranties
- Infringement of third-party rights by client-provided content or materials
- Unauthorized modifications to deliverables after acceptance
Termination
Either party may terminate a service agreement:
- For convenience with 30 days written notice, subject to payment for work completed
- Immediately for material breach that remains uncured after 15 days written notice
- Immediately if the other party becomes insolvent or files for bankruptcy
Upon termination, client shall pay for all services rendered through the termination date, and we will deliver all completed work products.
Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, acts of government, labor disputes, internet or telecommunications failures, or other force majeure events.
Governing Law and Dispute Resolution
These Terms of Service shall be governed by the laws of the State of California, United States, without regard to conflict of law provisions. Any disputes shall be resolved through:
- Good faith negotiations between the parties
- Mediation if negotiations are unsuccessful
- Binding arbitration in Los Angeles, California if mediation fails
- Litigation in the state or federal courts of Los Angeles County, California as a last resort
Changes to Terms
We reserve the right to modify these Terms of Service at any time. Changes will be effective upon posting to our website with an updated Last Updated date. Continued use of our services after changes constitutes acceptance of the modified terms. Material changes will be communicated to active clients via email.
Severability
If any provision of these Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
Entire Agreement
These Terms of Service, together with any applicable service agreements and our Privacy Policy, constitute the entire agreement between you and ADK Design regarding the use of our services and supersede all prior agreements and understandings.
Contact Information
For questions about these Terms of Service, please contact us at: