This page explains the terms on which Untapped LLC ("Untapped", "we", "us") provides design services, and the terms on which you may use this website. It covers how projects are agreed and paid for, who owns the resulting work, what we are and are not responsible for, and how disputes are handled.
This summary is for convenience only and is not part of the agreement. The numbered sections below are what govern.
These Terms & Conditions ("Terms") are issued by:
| Legal name | Untapped LLC |
|---|---|
| Entity type | Limited liability company formed under the laws of the State of Wyoming, United States |
| Wyoming Filing ID | 2022-001152420 |
| Registered address | 30 N Gould St Ste N, Sheridan, Wyoming 82801, United States |
| contact@untappedhq.com | |
| Website | untappedhq.com |
Untapped is a design studio. We provide user experience and user interface design services for websites, web platforms and mobile applications.
2.1 These Terms apply to two distinct things:
2.2 Engagements begin with a conversation about what you need, and are confirmed in writing before any work starts. Section 4 sets out how that works.
2.3 Where we issue a proposal, quotation, statement of work or similar written document for a specific project (a "Proposal"), these Terms are incorporated into it. If a term of the Proposal conflicts with a term of this document, the Proposal takes precedence for that project only. If we have signed a separate master services agreement with you, that agreement takes precedence over both.
2.4 We may update these Terms from time to time. The version in force for a project is the version published on the date the Proposal for that project was accepted. Changes do not apply retroactively to work already commissioned.
| Client, you, your | The person or organisation engaging us, as identified in the Proposal. |
|---|---|
| Deliverables | The design outputs we agree to produce, as described in the Proposal, for example research findings, wireframes, user flows, interface designs, prototypes, motion studies or front-end code. |
| Client Materials | Anything you supply for use in the project: brand assets, logotypes, copy, photography, data, credentials, specifications and similar. |
| Pre-existing IP | Anything we owned, created or licensed before the project, or developed independently of it, including our methods, templates, component libraries, design systems and reusable code. |
| Fees | The amounts payable for the services, as set out in the Proposal. |
| Consumer | An individual acting wholly or mainly outside their trade, business, craft or profession. |
4.1 We will discuss your requirements and then issue a Proposal setting out the scope, the Deliverables, the schedule, the Fees and the payment schedule.
4.2 A Proposal is an invitation to contract, not a binding offer. It is valid for 30 days from its date unless it says otherwise.
4.3 A binding contract is formed when you accept the Proposal in writing (by signature, by electronic signature, by email confirmation, or by paying the deposit invoice), whichever happens first. Acceptance constitutes acceptance of these Terms.
4.4 We are not obliged to begin work before we have received both a written acceptance and any deposit specified in the Proposal.
5.1 We provide design and related services, which typically fall into three areas:
5.2 The precise services for your project are those described in the Proposal. Anything not expressly listed is out of scope.
5.3 Unless the Proposal says otherwise, we do not provide: back-end or server-side development; hosting, domain registration or ongoing infrastructure; search engine optimisation; copywriting or translation; legal, accounting, tax, medical, financial or regulatory advice; accessibility certification or conformance auditing; or ongoing maintenance and support after the project has been delivered.
5.4 We will perform the services with reasonable skill and care, in a professional manner, and to the standard reasonably expected of a competent design studio.
5.5 Design is an inherently subjective and iterative discipline. We do not warrant that the Deliverables will achieve any particular commercial, conversion, engagement, ranking or revenue outcome, and no such outcome is promised unless it is expressly stated as a guarantee in the Proposal.
6.1 You agree to:
6.2 You warrant that the Client Materials are accurate, that you own them or are licensed to use them, that our agreed use of them will not infringe any third party's rights, and that they are not unlawful, defamatory, obscene or otherwise objectionable.
6.3 We may rely on the Client Materials and on your instructions without independently verifying them. We are not responsible for errors in the Deliverables that result from inaccurate, incomplete or late Client Materials.
6.4 We are not responsible for delays, additional costs or defects caused by your failure to meet the responsibilities in this section, and any resulting effect on the schedule is dealt with under section 8.
7.1 Work is normally delivered in stages or milestones, as set out in the Proposal. Each stage is submitted to you for review.
7.2 Unless the Proposal states a different number, each stage includes two rounds of revisions. A round of revisions means one consolidated set of change requests, delivered together, that falls within the agreed scope and direction.
7.3 Additional rounds of revisions, and any change of direction after a stage has been approved, are chargeable at our then-current hourly or daily rate, or at a fee we agree with you in advance.
7.4 You will review each stage and either approve it or provide revision requests within ten business days of delivery. If you do not respond within that period, and after we have sent a written reminder and a further five business days have passed, that stage will be treated as approved so that the project can proceed. Deemed approval does not waive any right you have under section 19 in respect of defects.
7.5 Approval of a stage means that stage is signed off. Reopening approved work is a change of scope and is handled under section 11.
7.6 Deliverables are supplied in the industry-standard file formats identified in the Proposal. Editable source files are addressed in section 14.
8.1 Any dates in a Proposal are good-faith estimates based on the assumption that you meet your responsibilities under section 6. Unless the Proposal expressly states that a date is a fixed deadline, time is not of the essence.
8.2 If you delay in providing Client Materials, feedback, approvals or payment, we may extend the schedule by a reasonable period. Because we schedule studio capacity in advance, a delay on your side may mean the project has to be rescheduled into a later available slot rather than resumed immediately.
8.3 If a project is inactive on your side for more than 30 consecutive days, we may treat it as suspended under section 12, invoice for all work performed to that date, and charge a reasonable remobilisation fee to restart.
8.4 If we are going to miss an agreed date for reasons within our control, we will tell you as soon as we reasonably can and agree a revised date with you.
9.1 Fees are as stated in the Proposal. They are typically structured as a fixed project fee, as a rate per hour or per day, or as a recurring monthly retainer.
9.2 Unless the Proposal states otherwise:
9.3 Retainer hours are allocated to a calendar month and do not roll over into the following month unless the Proposal says so.
9.4 Pre-agreed out-of-pocket expenses, such as stock imagery, font licences, plugins, third-party software or travel, are recharged at cost. We will obtain your written approval before incurring any expense.
9.5 If an invoice is not paid by its due date we may, on written notice: charge interest on the overdue amount at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, accruing daily from the due date until payment; suspend work under section 12; withhold delivery of Deliverables and any transfer of intellectual property under section 14; and recover reasonable costs of collection.
9.6 You must pay all sums in full without set-off, counterclaim, deduction or withholding, except as required by law.
9.7 If you dispute an invoice in good faith you must notify us in writing within ten business days of receiving it, giving your reasons. You must pay the undisputed portion by the due date, and we will work with you promptly to resolve the disputed portion.
10.1 Unless stated otherwise, all Fees are exclusive of value added tax, goods and services tax, sales tax and any other similar taxes or duties. Where any such tax is chargeable, it is payable by you in addition to the Fees.
10.2 Fees are quoted and payable in United States dollars unless the Proposal specifies another currency.
10.3 Payment is made by bank transfer to the account identified on the invoice, or by any other method stated on the invoice. We will never notify you of a change to our bank details by email alone. If you receive a message that appears to come from us asking you to pay into different account details, treat it as fraudulent and contact us by telephone or another known channel to verify before sending any funds.
10.4 You are responsible for all bank charges, intermediary bank fees and currency conversion costs on your side, so that we receive the full invoiced amount.
10.5 If you are required by law to withhold or deduct any amount from a payment, you will pay us the additional amount necessary to ensure that we receive the full sum we would have received had no withholding or deduction been made.
11.1 Either of us may request a change to the scope, Deliverables or schedule.
11.2 We will tell you in writing what effect the requested change has on the Fees and the timeline. The change takes effect only once you have confirmed it in writing.
11.3 We are not obliged to carry out additional work until a change has been agreed in writing. Work performed at your request outside the agreed scope is chargeable at our then-current rates.
12.1 Suspension. We may suspend the services on written notice if an invoice remains unpaid more than 14 days after its due date, or if the project has been inactive on your side for more than 30 consecutive days. We will resume once the cause is resolved, subject to studio availability.
12.2 Termination by you for convenience. You may terminate a project at any time by giving us 14 days' written notice. On termination you must pay: all Fees for work completed up to the effective date of termination; any expenses we have committed to or incurred that cannot be cancelled; and, for fixed-fee projects, a cancellation fee equal to 25% of the Fees for the remaining uncompleted scope, to compensate us for the studio capacity reserved for you. The deposit is applied against these amounts and any surplus is refunded to you.
12.3 Termination by us for convenience. We may terminate a project on 30 days' written notice. In that case you pay only for work completed to the effective date of termination, we refund any prepaid Fees for work not performed, and we will hand over the work in progress and cooperate reasonably in an orderly transition.
12.4 Termination for cause. Either of us may terminate immediately on written notice if the other: commits a material breach of these Terms and, where the breach can be remedied, fails to remedy it within 14 days of written notice; becomes insolvent, enters administration, liquidation, receivership or an equivalent process, or ceases to carry on business; or fails to pay an undisputed invoice within 30 days of its due date.
12.5 Termination for unacceptable conduct. We may terminate immediately on written notice if you or your personnel subject our personnel to harassment, abuse, discrimination or threats, or if we are asked to do something we reasonably believe to be unlawful. In that case you pay for work completed to the date of termination and we refund any prepaid Fees for work not performed.
12.6 Effect of termination. On termination: all Fees and expenses due up to the termination date become immediately payable; each party returns or destroys the other's confidential information on request, subject to section 17; any licence or assignment of intellectual property that has not yet vested does not vest unless and until payment in full is received; and the sections that by their nature should survive, including sections 14, 16, 17, 18, 19, 20, 21, 23, 27 and 28, continue in force.
13.1 This section applies only if you are a Consumer. Nothing in it limits your rights; it adds to them.
13.2 Nothing in these Terms excludes or restricts any right or remedy you have under the mandatory consumer protection law of your country of residence that cannot lawfully be excluded or restricted. Where a provision of these Terms conflicts with such a mandatory right, that mandatory right prevails to the extent of the conflict, and the rest of these Terms continues to apply.
13.3 Right to cancel. Where the law applicable to you provides a cooling-off period for services agreed at a distance, for example the 14-day right of withdrawal available to consumers in the European Union and the United Kingdom, you may cancel within that period without giving a reason, by telling us in a clear written statement sent to contact@untappedhq.com. We will refund all payments received from you within 14 days of being informed.
13.4 If you ask us to start during the cooling-off period. If you expressly ask us to begin work before the cancellation period ends and you then cancel within that period, you must pay a proportionate amount for the services actually provided up to the moment you told us you were cancelling. If the services are fully performed within the cancellation period with your express prior consent, and you have acknowledged that you will lose the right to cancel once they are fully performed, the right to cancel no longer applies.
13.5 Bespoke work. Where applicable law provides that the right of withdrawal does not apply to goods or services made to your specifications or clearly personalised, that exception may apply to bespoke design work. We will tell you before you commit if we consider that to be the case.
13.6 The cancellation fee in clause 12.2 does not apply to a Consumer exercising a statutory right to cancel under this section.
14.1 Your materials. You retain all rights in the Client Materials. You grant us a non-exclusive, royalty-free licence to use, reproduce and adapt them for the sole purpose of performing the services and, subject to section 16, of showing the work in our portfolio.
14.2 Our pre-existing IP. We retain all rights in our Pre-existing IP. Where any Pre-existing IP is embedded in a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use it as part of that Deliverable. You may not extract it and use it separately, and you may not license, sell or distribute it as a standalone product.
14.3 Assignment of the Deliverables. On receipt of payment in full of all Fees and expenses due for a project, we assign to you all right, title and interest in the final Deliverables produced under that project, including copyright, throughout the world and for the full term of protection. We will execute any further document you reasonably request to give effect to this assignment.
14.4 Before payment. Until payment in full is received, all rights in the Deliverables remain with us and any use of them is unlicensed. We may require you to stop using unpaid-for Deliverables.
14.5 Concepts not selected. Concepts, routes, drafts and explorations that you do not select and pay for remain our property. We will not use a rejected concept in a way that identifies you or discloses your confidential information.
14.6 Source files. Unless the Proposal says otherwise, the Deliverables mean the final exported outputs, not the editable working files. Editable source files, for example layered design files, prototype files or component libraries, are supplied only where the Proposal expressly provides for it, or on payment of an additional fee agreed with us.
14.7 Moral rights. To the fullest extent permitted by applicable law, we waive any moral rights in the Deliverables. Where such rights cannot be waived, we agree not to assert them against you in a way that prevents your normal commercial use of the Deliverables.
14.8 Modifications. Once the Deliverables have been assigned to you, you may modify them. We are not responsible for the outcome, quality or legal compliance of anything derived from a Deliverable after it leaves our hands, and clause 16.4 applies to how such modified work is described.
15.1 A project may involve third-party assets such as typefaces, stock photography, illustrations, icons, plugins or open-source components.
15.2 We will tell you which third-party assets a Deliverable depends on and what licence each one requires.
15.3 Unless the Proposal says otherwise, you are responsible for obtaining and paying for the licences you need for your intended use, and for complying with their terms. A licence we hold for our own studio use does not transfer to you.
15.4 Third-party assets are supplied on the terms of their own licences. We give no warranty in respect of them beyond passing on what the licensor provides.
16.1 Unless you tell us otherwise in writing, we may display the Deliverables and describe the project in our portfolio and marketing (including on this website, on Dribbble, Behance, Instagram, LinkedIn, in award submissions and in credentials presentations), and we may identify you as a client and use your name and logo for that purpose.
16.2 You may withdraw this permission, or ask us to delay publication until a launch date, by telling us in writing. We will comply within a reasonable period, though we cannot recall material already printed, distributed or cached by third parties.
16.3 We will not publish anything you have identified in writing as confidential, and we will describe our contribution accurately.
16.4 Where a Deliverable has been modified after delivery, we may state which parts were our work.
17.1 Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential. Each party agrees to keep such information confidential, to use it only for the purposes of the project, and to disclose it only to personnel and subcontractors who need it and who are bound by equivalent obligations.
17.2 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to the receiving party, is independently developed without reference to the disclosed information, or is lawfully received from a third party without restriction.
17.3 A party may disclose confidential information where required by law, regulation, court order or a regulatory authority, and will where lawfully permitted give the other party reasonable prior notice.
17.4 These obligations continue for three years after the project ends, and indefinitely in respect of anything that constitutes a trade secret under applicable law.
17.5 If you require a separate non-disclosure agreement, we are happy to sign a reasonable one. Where signed, it takes precedence over this section.
18.1 How we handle personal data is described in our Privacy Policy, which forms part of these Terms.
18.2 Where we process personal data on your behalf as part of a project, for example if you give us access to user research participants, analytics data or a customer database, we act as a processor on your documented instructions, and we will enter into a data processing agreement with you if one is required by applicable law.
18.3 Each party will comply with the data protection laws applicable to it.
18.4 You should not send us personal data that is not necessary for the project. Please do not send us special category data, payment card data, government identity numbers or health data unless we have agreed in advance in writing how it will be handled.
19.1 We warrant that we will perform the services with reasonable skill and care; that we have the right to enter into this agreement; and that, so far as we are aware, the Deliverables as delivered by us do not infringe the intellectual property rights of any third party, excluding any infringement arising from Client Materials, from your instructions, or from modifications made after delivery.
19.2 If a Deliverable does not conform to the Proposal, tell us in writing within 30 days of delivery. We will correct the non-conformity at our own cost within a reasonable time. This is your primary remedy for defective work, and it does not limit any statutory right you have as a Consumer.
19.3 To the fullest extent permitted by applicable law, and except as expressly set out in these Terms, all other warranties, conditions and terms (whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement) are excluded.
19.4 We do not warrant that the Deliverables will be error-free, that they will function identically on every device, browser, operating system or assistive technology, that they will meet any specific accessibility, security or regulatory standard unless that standard is expressly named in the Proposal, or that they will produce any particular business result.
19.5 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
20.1 Subject to clause 19.5 and to section 13, this section sets out our entire liability to you.
20.2 Neither party is liable to the other for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill or reputation, or loss or corruption of data, or for any indirect or consequential loss, in each case however arising, even if that loss was foreseeable or the party was advised of its possibility.
20.3 Our total aggregate liability arising out of or in connection with a project, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees actually paid by you to us for that project in the 12 months preceding the event giving rise to the claim.
20.4 The limits in this section reflect the fees charged and the allocation of risk between us. Higher limits are available where agreed in the Proposal and reflected in the Fees.
20.5 If you are a Consumer, clauses 20.2 and 20.3 apply only to the extent permitted by the law applicable to you, and we remain liable for loss that is a foreseeable result of our breach.
20.6 You must bring any claim arising out of a project within 12 months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it, except where a longer period is required by applicable law.
21.1 You will indemnify us against all losses, damages, liabilities, costs and reasonable legal fees arising from any third-party claim that the Client Materials, or our use of them in accordance with your instructions, infringe that third party's rights or breach applicable law.
21.2 We will indemnify you against all losses, damages, liabilities, costs and reasonable legal fees arising from any third-party claim that the Deliverables as delivered by us infringe that third party's intellectual property rights, excluding any claim arising from Client Materials, from your instructions, from third-party assets supplied under section 15, or from modifications made after delivery. Our liability under this clause is subject to the cap in clause 20.3.
21.3 The party seeking indemnity must notify the other promptly, allow the other to control the defence and settlement of the claim, and provide reasonable cooperation. No settlement that imposes an obligation on the indemnified party may be made without its consent, not to be unreasonably withheld.
22.1 We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between us. Neither party may bind the other.
22.2 We are responsible for our own taxes, insurance and statutory contributions, and for those of our personnel.
22.3 We may engage subcontractors and freelance specialists to perform part of the services. We remain responsible to you for work performed by them and will ensure they are bound by confidentiality and intellectual property obligations consistent with these Terms.
22.4 We may perform services for other clients, including clients in your industry, provided we comply with section 17.
23.1 During a project and for 12 months afterwards, you will not directly or indirectly solicit for employment or engagement any individual we have introduced to you in connection with the project, without our prior written consent. This does not restrict general public recruitment advertising that is not specifically targeted at those individuals, and it does not apply where prohibited by applicable law.
24.1 Neither party is liable for failure or delay in performing its obligations caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, terrorism, government action, sanctions, strike, failure of utilities, telecommunications or internet infrastructure, or cyber-attack. Payment obligations for work already performed are not excused by this section.
24.2 The affected party will notify the other as soon as reasonably practicable and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate the affected project on written notice, and clause 12.6 applies.
25.1 This website is provided for information about our studio and our work. It is made available free of charge and on an "as is" and "as available" basis. We do not guarantee that it will be uninterrupted, error-free or secure, and we may change, suspend or withdraw it at any time without notice.
25.2 Nothing on this website is an offer to contract, and nothing on it constitutes professional advice. You should not rely on it without speaking to us.
25.3 All content on this website, including text, layout, graphics, images, video and code, is owned by us or our licensors and is protected by intellectual property laws. Project work shown in our portfolio may be owned by the relevant client and is displayed under section 16 or an equivalent permission. You may view and print pages for your own reference. You may not otherwise copy, reproduce, republish, distribute, sell or create derivative works from any part of it without our prior written permission.
25.4 You agree not to use this website in any unlawful or fraudulent way; not to attempt to gain unauthorised access to it or to any server, computer or database connected to it; not to introduce malware or any other malicious code; not to attack it by denial-of-service or any similar means; and not to scrape, harvest or systematically extract content from it, including for the purpose of training machine learning models, without our prior written permission.
25.5 This website contains links to third-party sites, including Dribbble, Behance, Instagram and LinkedIn. Those links are provided for convenience. We do not control those sites, do not endorse them, and are not responsible for their content, their availability or their privacy practices.
25.6 We may suspend or block access to this website by anyone who breaches this section.
26.1 Notices under these Terms must be in writing. Notices to us should be sent to contact@untappedhq.com and, if the notice relates to termination or a legal claim, also by post to our registered address in section 1. Notices to you will be sent to the email address and postal address given in the Proposal.
26.2 An emailed notice is treated as received on the next business day after sending, provided no delivery failure message is received. A posted notice is treated as received five business days after posting.
27.1 These Terms, and any dispute arising out of or in connection with them including any non-contractual dispute, are governed by the laws of the State of Wyoming, United States, without regard to its conflict of law rules.
27.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply.
27.3 Talk to us first. If a dispute arises, the parties will first try in good faith to resolve it by discussion. Either party may escalate by written notice setting out the dispute, and the parties will attempt to resolve it within 30 days of that notice before commencing proceedings. This does not prevent either party from seeking urgent injunctive relief at any time.
27.4 If the dispute is not resolved, the state and federal courts located in the State of Wyoming have exclusive jurisdiction, and each party submits to the jurisdiction of those courts.
27.5 If you are a Consumer, clauses 27.1 and 27.4 do not deprive you of the protection of the mandatory provisions of the law of your country of residence, and you may bring proceedings in the courts of your country of residence where the law applicable to you gives you that right.
27.6 If you are a Consumer resident in the European Union, you may also be entitled to refer a dispute to an alternative dispute resolution body in your country. We prefer to resolve matters directly and ask that you contact us first.
28.1 Entire agreement. These Terms, together with the applicable Proposal and our Privacy Policy, form the entire agreement between us and supersede all prior discussions, proposals and representations. Neither party has relied on any statement not set out in them. This clause does not limit liability for fraudulent misrepresentation.
28.2 Order of precedence. In the event of conflict: a signed master services agreement first, then the Proposal, then these Terms.
28.3 Variation. Any variation to a project contract must be agreed in writing by both parties.
28.4 Assignment. You may not assign or transfer your rights or obligations without our prior written consent, not to be unreasonably withheld. We may assign these Terms to a successor in connection with a merger, reorganisation or sale of substantially all of our assets.
28.5 Waiver. A failure or delay in enforcing a right is not a waiver of it, and a single or partial exercise does not prevent any further exercise.
28.6 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remaining provisions continue in full force.
28.7 No third-party rights. No one other than the parties has any right to enforce these Terms.
28.8 Counterparts and electronic signature. A Proposal may be signed in counterparts and by electronic signature, each of which is treated as an original.
28.9 Headings. Headings are for convenience only and do not affect interpretation.
28.10 Language. These Terms are drafted in English. Any translation is provided for convenience, and the English version prevails.
Questions about these Terms or a project should be emailed to contact@untappedhq.com.
Untapped LLC
Registered address: 30 N Gould St Ste N, Sheridan, Wyoming 82801, United States
Email: contact@untappedhq.com
We aim to respond to written enquiries within five business days.