Last updated: December 24, 2025
These Terms & Conditions (the “Terms”) govern the provision and use of the design and related services offered by Achu Design LLC, a California limited liability company (“Achu Design”).
These Terms are effective as of the effective date specified in the applicable statement of work, order form, proposal, or similar document that references these Terms (each, a “Statement of Work” or “SOW”), or if no date is specified, the date on which the client first executes an SOW or otherwise authorizes Achu Design to commence Services (the “Effective Date”).
These Terms are incorporated into and form part of the agreement between Achu Design and the client identified in the applicable SOW (the “Client”). Together, these Terms and the applicable SOW(s) constitute the “Agreement.”
Services
1.1 Services
Achu Design will provide design and related services (the “Services”) as described in the applicable SOW.
1.2 Changes
Any material changes to the scope, timeline, or deliverables must be agreed to in writing (email sufficient) and may result in adjustments to fees or timelines.
Fees & Payment
2.1 Fees
Client will pay Achu Design the fees specified in the applicable SOW (the “Fees”). Unless otherwise specified in an applicable SOW, Fees are based on hourly rates.
Time spent providing the Services is billed in one-tenth of an hour increments, rounded up to the nearest one-tenth of an hour for each activity.
Achu Design may update its hourly rates from time to time upon reasonable prior written notice to Client. Any updated rates will apply prospectively only and will not affect Services performed prior to the effective date of such update.
2.2 Invoicing & Payment Terms
Unless otherwise stated in an SOW, invoices are issued on a monthly basis and payable within 30 days of invoice date. Late payments shall accrue interest at 1.5% per month (or the maximum rate permitted by law).
2.3 Expenses
Client will reimburse pre‑approved, reasonable out‑of‑pocket expenses incurred in connection with the Services.
2.4 No Refunds
Fees paid are non‑refundable except as expressly set forth in this Agreement.
Client Responsibilities
Client shall:
Provide timely access to information, materials, feedback, and personnel reasonably required for Achu Design to perform the Services;
Provide feedback and approvals within commercially reasonable timeframes;
Ensure that all Client Materials do not infringe or misappropriate any third-party rights.
Delays caused by Client may result in timeline extensions and additional Fees.
Intellectual Property
4.1 Client Materials
Client retains all right, title, and interest in materials provided by Client (“Client Materials”). Client grants Achu Design a limited, non‑exclusive license to use Client Materials solely to perform the Services.
4.2 Deliverables
Upon full payment of all applicable Fees and reimbursable expenses, Achu Design assigns to Client all right, title, and interest in the work product created specifically for Client in the ordinary course of providing the Services and delivered or otherwise identified by the parties as final or for Client’s use (the “Deliverables”), excluding Achu Design Background IP.
4.3 Achu Design Background IP
“Achu Design Background IP” means any and all materials, works, content, tools, templates, components, software, code, design systems, UI components, processes, methodologies, frameworks, know-how, techniques, ideas, concepts, and other intellectual property that:
were developed, acquired, or owned by Achu Design prior to the Effective Date; or
are developed independently of the Services or in the course of providing the Services but are not uniquely identifiable to Client, including any general-purpose or reusable elements.
Achu Design retains all right, title, and interest in and to the Achu Design Background IP.
To the extent any Achu Design Background IP is incorporated into the Deliverables, Achu Design grants Client a perpetual, non-exclusive, royalty-free, non-transferable license to use such Achu Design Background IP solely as incorporated into the Deliverables.
4.4 Portfolio Use
Achu Design may identify Client as a customer and display Deliverables (including Client’s name and logo) in Achu Design’s portfolio, website, marketing materials, case studies, and award submissions without Client’s approval. Achu Design will not knowingly disclose Client Confidential Information or non-public materials without Client’s prior written consent, and Client may request in writing that specific Deliverables be excluded from public display.
Confidentiality
5.1 Confidential Information
Each party agrees to keep confidential any non‑public information received from the other party (“Confidential Information”) and to use such information solely for purposes of this Agreement.
The obligations in this Section 5 survive for three (3) years after termination of the Agreement.
5.2 Exclusions
Confidential Information excludes information that:
Is publicly available without breach;
Was independently developed;
Is rightfully received from a third party without restriction;
Is required to be disclosed by law (with prompt notice where permitted).
5.3 Data Protection
Each party will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Confidential Information from unauthorized access, use, or disclosure.
Term & Termination
6.1 Term
This Agreement begins on the Effective Date and continues until terminated.
6.2 Termination for Convenience
Either party may terminate this Agreement or any SOW with 30 days’ written notice.
6.3 Effect of Termination
Upon termination, Client will pay Achu Design for all Services performed through the effective termination date. Any prepaid but unused Fees are non-refundable. Sections 4 (Intellectual Property), 5 (Confidentiality), 8 (Indemnification), 9 (Limitation of Liability), 10 (Independent Contractor), 11 (Talent for Hire) and 12 (General) shall survive termination.
Warranties & Disclaimers
7.1 Mutual Warranties
Each party represents that it has authority to enter into this Agreement.
7.2 Disclaimer
EXCEPT AS EXPRESSLY STATED, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” ACHU DESIGN DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Indemnification
8.1 By Achu Design
Achu Design will indemnify, defend, and hold harmless Client from any third-party claim alleging that the Deliverables, as provided by Achu Design and used in accordance with this Agreement, infringe any U.S. copyright or trademark rights, excluding claims arising from (i) Client Materials, (ii) modifications not made by Achu Design, or (iii) combinations with materials not provided by Achu Design. In the event of an infringement claim, Achu Design may, at its option, (a) modify the Deliverables to be non-infringing, (b) replace them with functionally equivalent materials, or (c) terminate the affected SOW and refund fees paid for the infringing Deliverables.
8.2 By Client
Client will indemnify, defend, and hold harmless Achu Design from claims arising out of Client Materials, Client’s misuse of the Deliverables, or Client’s breach of this Agreement.
Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO ACHU DESIGN UNDER THE APPLICABLE SOW(S) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Independent Contractor
Achu Design is an independent contractor and not an employee, partner, or agent of Client.
Talent Hire
If, during the term of this Agreement or within twelve (12) months after its termination or expiration, Client directly or indirectly hires, engages, or contracts with any individual who provided Services to Client through Achu Design (including as an employee, contractor, consultant, or advisor), other than through Achu Design, Client agrees to pay Achu Design a placement fee equal to 20% of the individual’s first-year base compensation (or, if engaged as a contractor, the annualized contract value) (the “Placement Fee”). The Placement Fee is due and payable within thirty (30) days of the individual’s start date. Client shall not avoid payment of the Placement Fee by delaying engagement, engaging through an affiliate, or engaging the individual in a different capacity, role, or title.
General
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
12.2 Assignment
Neither party may assign this Agreement without the other party’s prior written consent; provided that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
12.3 Force Majeure
Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes (excluding those involving such party’s personnel), government actions, public health emergencies, or failures of utilities or networks. The affected party will use commercially reasonable efforts to resume performance as soon as practicable.
12.4 Entire Agreement
This Agreement, which consists of these Terms and each applicable Statement of Work, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, proposals, negotiations, or understandings, whether written or oral, relating thereto. In the event of a conflict between the Terms and an applicable SOW, the SOW will control with respect to its subject matter.
12.5 Amendments
Must be in writing and agreed upon by both parties. Updates to these online terms will be effective upon posting and will apply prospectively; any SOW in effect as of the update date will remain governed by the version of these terms in effect at the time such SOW was executed.
12.6 Counterparts
Execution in counterparts and by electronic signature is permitted.
Questions?
Please contact us at: 📧 angela@achudesign.com