Last updated: 11/09/2020
Each Party promises to the other Party that they have the authority to enter into and perform all of their obligations under this Agreement.
Client agrees to cooperate and to provide Hyperflow with everything needed to complete the Services as, when, and in the format requested by Hyperflow.
Hyperflow agrees that they will endeavour to provide the Service in a professional and timely manner to the best of their abilities. Hyperflow’s role is that of design and is therefore not obliged to provide any additional services that have not been agreed upon, e.g. technical support.
Client will own the full copyright for all material and deliverables created under this Agreement, unless subscription has been cancelled (Please see “Subscriptions & Refunds” section). Hyperflow will provide Client all relevant files through Trello and Client should keep them somewhere safe, as Hyperflow is not required to keep a copy.
3. Intellectual property
Client guarantees that all elements of text, images, or other artwork provided are either owned by Client, or that permission has been obtained to use them. When text, images, or other artwork is provided to Hyperflow, Client agrees to protect Hyperflow from any claim by a third party regarding the use of their intellectual property.
Hyperflow guarantees that all elements of text, images, or other artwork provided are either owned by Hyperflow, or that permission has been obtained to use them. When text, images, or other artwork is provided to Client, Hyperflow agrees to protect Client from any claim by a third party regarding the use of their intellectual property.
Client agrees that Hyperflow can display all aspects of the creative work, including sketches, work-in-progress designs, and the completed project in portfolios, websites, printed literature, and other media for the purpose of recognition.
5. Use of third parties
Hyperflow may act as an agent on behalf of Client and directly or through an intermediary ask another contractor and/or supplier (‘third party/parties”) to carry out aspects of the project (e.g. Printing and physical media). Should Hyperflow need to, they shall pay the charges of these third parties on prior agreement from the Client, and then recharge them to Client.
Hyperflow will take all reasonable care in selecting and instructing a third party. However, they will have no control over the activities of the third party and therefore accept no responsibility for the services provided to Client by that third party or for any errors or omissions in its work or products.
Feedback is to be provided directly through Trello where we manage the active task. Infinite revisions are allowed and we will keep iterating the active task until you are happy during active subscriptions.
7. Sign off
Client agrees to proofread and check all files, artworks, and designs thoroughly before sending approval. Hyperflow will not be held responsible for any errors present in a file that has been signed off by Client. After approval, should Client require any revisions to the approved file, artwork, or design, this can be moved back into the current task for updates during active subscriptions.
A working day is 6.5 workable hours, turnaround time is up to 3 days. Communication is between 9:00 until 17:00 Greenwich mean time (GMT).
9. Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Hyperflow and Client. Both Parties agree that Hyperflow is, and will remain at all times during this Agreement, an independent entity. Both Parties understand that there is no mutuality of obligation.
Hyperflow agrees that during the period in which it is providing Services, Hyperflow will not encourage or solicit any employees, vendors, clients, or service providers to stop working for the Client for any reason.
11. Communication & Notices
All project related notices to either Parties shall be in writing and delivered by Trello.
All account based communication can be done via Trello or to us in writing at email@example.com. Notices sent by email shall be deemed effective and submitted once sent if no error or “bounce back” has been received within 24 hours of submission.
12. Payment terms
Payment is taken automatically either monthly or quarterly by Stripe as part of our design subscription.
Account information is stored securely by Stripe, Hyperflow does not have access to bank or card details.
You can manage your subscription at Stripe here.
13. Subscriptions & Refunds
Pause Subscription - Client can pause subscription at any time, the remaining available time paid for will be held on account, which can be activated again at any time of the clients choosing. Held time on account will be valid for up to 180 days from date of pause, after which client will be deemed to have cancelled subscription (see below).
Example: If a subscription is paused in week 3, 1 week of time will be reallocated on reactivation of the subscription. Based on average 4 weeks per month.
Cancel Subscription - Client can cancel at any time, but please be aware that the Trello board is closed and all cards will be lost along with any active tasks. The remaining time will be nulled. Hyperflow is committed to managing monthly blocks of time in order to maintain a positive working relationship and ensure smooth operations. Refund requests are assessed on a case by case basis. Should Client request a refund within 14 days of subscription start date, all materials produced by Hyperflow are in sole ownership of the company and are prohibited from being used by the Client in any way. If a refund is deemed to be acceptable, there will be a 25% fee assigned to the remaining billable period.
Example: If a subscription is cancelled in week 3, 1 week will be refunded minus a 25% fee.
Reactivation Subscription - In the event of new or reactivate subscription we will take the latest advertised rate.
Any increase in subscription cost will be clearly communicated 30 days before going live. Once a clients current subscription ends they will be automatically enrolled in the new subscription rate. Clients who do not wish to pay the higher rate will have the option to cancel their subscription with no fee however they will only be able to do this within the first 14 days of subscription renewal. After these 14 days it will be taken that Client accepts the new subscription cost and is happy to pay this going forward.
14. Refer a Client
Referrals are offered at 5% of the monthly subscription while active. Tracking and payouts are handled through Rewardful.com or directly by Hyperflow.
15. Indemnity & Liability
The Client agrees to indemnify, save, and hold harmless the Hyperflow from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party as a result of the work the Hyperflow has done under this Agreement.
Hyperflow agrees to indemnify, save, and hold harmless the Client from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party as a result of the work the Client has done under this Agreement.
Hyperflow declares that they cannot guarantee all deliverables, including but not limited to, files, artworks, and designs will be completely error-free, and are provided “AS IS”. As such Hyperflow can’t be held liable to the Client or any third party for damages, including lost profits, loss of business or the like, lost savings, or other incidental, consequential, or special damages, even with prior advisory. Hyperflow’s maximum liability is the total sum paid by the Client to the Hyperflow under this Agreement that pertains to the deliverables in question.
16. Force Majeure
Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected Parties including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labour disturbances, acts of God, or acts, omissions, or delays in acting by any governmental authority or the other Party.
Any changes will be communicated in writing to all affected parties.
18. Entire Agreement
On subscription payment through Stripe Client agrees to Hyperflow’s terms and conditions as laid out in this agreement.
Both Parties agree that they will adhere to all relevant laws and regulations in relation to their activities under this Agreement and not cause the other Party to breach any relevant laws or regulations.
The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement.
If any provision of this Agreement shall be unlawful, void, or for any reason is unenforceable, then that provision will first be reviewed to give the maximum permissible effect to its original intent or, if such revision is not permitted, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
This Agreement, and any dispute arising from it, shall be governed by the laws of the jurisdiction of the primary business location of Hyperflow (UK).
This Agreement, and any exhibits, schedules, or attachments between the Parties supersedes all other agreements, both written and oral, between the Parties, and may not be modified in any respect except by future written agreement signed by both Parties.
Neither Party can transfer this Agreement to anyone else without the other Party’s permission.
This Agreement is a legal document under exclusive jurisdiction of English courts.
Last updated: 11/09/2020
The term 'Hyperflow' or 'us' or 'we' refers to the owner of the website whose registered office is Kenward House, High Street, Hartley Wintney, RG27 8NY. Our company registration number is coming soon. The term 'you' refers to the user or viewer of our website.
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The information contained in this website is for general information purposes only. The information is provided by Hyperflow and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.
Through this website you are able to link to other websites which are not under the control of Hyperflow. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
Every effort is made to keep the website up and running smoothly. However, Hyperflow takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.