Terms of Service

Your Acceptance of this Agreement

These terms of service are entered into by and between You and Grotesque Ltd, d/b/a Superbuild ("Company," "we," "our," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively "Terms of Service", “this agreement”), govern your access to and use of https://superbuild.dev , including any content, functionality, and services offered on or through https://superbuild.dev (the "Website").

Please read the Terms of Service carefully before you start to use the Website.

By using the Website [or by clicking to accept or agree to the Terms of Service when this option is made available to you], you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Service, you must not access or use the Website.

BY SUBSCRIBING TO OUR SERVICES, YOU:

ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF SERVICE; YOU REPRESENT AND WARRANT THAT YOU ARE THE LEGAL AGE OF MAJORITY UNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH US; YOU HAVE THE AUTHORITY TO ENTER INTO CONTRACT ON BEHALF OF YOUR COMPANY AND, YOU AGREE IF YOU ACCESS THE WEBSITE FROM A JURISDICTION WHERE IT IS NOT PERMITTED, YOU DO SO AT YOUR OWN RISK.

Definitions

For the purpose of these Terms of Service:

  • "Superbuild", “Company", “we”, “our” or “us” refers to the trading name used by Grotesque Ltd (registered company in England with no. 12533413) for its operations.
  • “Superbuild’s Website” or “Website” refers to Superbuild’s official website located at https://superbuild.dev
  • "Service" or “Services” refers to the website design, development, maintenance and consultation services provided by Superbuild as described in these Terms of Service.
  • "Subscription" means any monthly subscription Plan purchased by the Client to access the Services.
  • "Plan" refers to the specific subscription package chosen by the Client.
  • "Client", "User", “Subscriber” or "You" refers to the individual, company, or organization that has subscribed to the Service.
  • "Request" refers to a specific project, task, or set of related activities submitted by the Client through the project management tool, communication channels, or other designated means, concerning the Services offered by the Company, such as website design, development, updates, troubleshooting, or any other website-related work. Each Request may comprise one or more individual Tasks, which are specific pieces of work or assignments defined by the detailed scope and requirements outlined in the Request, necessary to achieve the overall objectives of the Request.
  • "Work" or "Custom Work" refers to the tangible or intangible output, deliverables, or end-product produced by the Company to fulfill a Client's Request and the specific requirements outlined therein. This includes, but is not limited to, website designs, code, content, graphics, documentation, or any other materials created, developed, or customized by the Company as part of the Services rendered to the Client.
  • "Linear" refers to the project management tool used for managing and tracking Requests.
  • "Content" refers to text, images, graphics, or other materials submitted by the Client in connection with a Request.
  • "Intellectual Property Rights" refers to all intellectual property rights, including but not limited to copyright, trademarks, patents, designs, and trade secrets, whether registered or unregistered.
  • "Stripe" refers to the third-party payment processing service used by Superbuild for handling subscription payments.
  • "Effective Date" refers to the date on which the Client agrees to these Terms of Service and subscribes to the Service.
  • "Confidential Information" includes any proprietary data, trade secrets, and other sensitive information of the Client or Superbuild disclosed during the provision of the Service.

User Responsibilities

Users of Superbuild's Services must:

Provide clear, accurate, and concise details for their Requests via Linear. Users are responsible for the accuracy and completeness of the information they provide.

Comply with all terms and conditions set forth in this agreement, including respect for intellectual property rights and data protection.

Failure to adhere to these responsibilities may result in termination of the Subscription and legal action if necessary.

Prohibited Activities

Use the Services only for lawful purposes in accordance with all applicable laws and regulations. Users must not use Superbuild's Services for any illegal or unauthorized purposes. This includes, but is not limited to:

i. Engaging in any form of fraud, misrepresentation, or deceptive practices.

ii. Violating the intellectual property rights of others, including copyright and trademark laws.

iii. Transmitting any material that is defamatory, offensive, or otherwise objectionable.

iv. Spreading malware, viruses, or other harmful code.

v. Attempting to gain unauthorized access to Superbuild's systems or data, or to systems or data of other users.

vi. Engaging in activities that could damage, disable, overburden, or impair any Superbuild server, or the network(s) connected to any Superbuild server.

vii. Interfering with or disrupting the Services or servers or networks connected to the Services.

Payment Terms

Subscription Fees: Superbuild offers its Services under a Subscription model. The Subscription fee is billed on a monthly basis paid in advance. The fee amount depends on the Plan chosen by the User, as detailed on Superbuild's Website.

Payment Processing: Payments are processed through Stripe, a third-party payment processing service. By subscribing to our Services, Users agree to be bound by Stripe's terms and conditions and privacy policy. Superbuild is not responsible for the processing of payments and does not store credit card details.

Billing Cycle: The Subscription fee is charged in advance on a monthly basis. The billing cycle commences on the date the User subscribes to the Service and renews automatically each month on the same date.

No Refunds: Fees for the Subscription are non-refundable, except as required by law. Users may cancel their Subscription at any time, and the cancellation will become effective at the end of the current billing period.

Price Changes: Superbuild reserves the right to change the Subscription fees. Any fee changes will be communicated to the User through email and will become effective at the start of the next billing cycle following the notice period.

Late Payments: If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, Superbuild reserves the right to suspend the User's access to the Service until the payment issue is resolved.

Payment Disputes: Users are encouraged to contact Superbuild's customer support for any payment-related queries or disputes. Unresolved disputes may result in suspension of the Service.

Non-transferable: You may not transfer, sell, purchase, barter, or trade your subscriptions or attempt or offer to do so. Any attempted transfer will be null and void. Except as required by applicable law, we are not responsible for any refunds or credits in connection with any modified, suspended or terminated subscriptions.

Cancellation

You can cancel your subscription at any time by logging into your account or contacting us via hello@superbuild.dev. Your cancellation will take effect at the end of the current billing period.

We reserve the right to cancel your Subscription and therefore terminate your Service, at any time and for any reason, at our sole discretion. When this happens, we will notify you via email.

Intellectual Property Rights

Client Materials: The Client retains all intellectual property rights in any materials, data, information, or other content provided to Superbuild for the purpose of performing the Services ("Client Materials"). Superbuild is granted a non-exclusive, non-transferable license to use the Client Materials solely for the purpose of providing the Services during the term of the engagement.

Custom Work Ownership: The Client obtains full, worldwide, commercial ownership of all custom designs, developments, and work products specifically created for their Request by Superbuild. This includes the final outputs such as website designs, source code, graphics, and any tailored materials. The Client has complete freedom to modify, redistribute, and use these materials commercially.

Superbuild's Tools and Methods: Any tools, processes, methods, or code libraries developed by Superbuild during the execution of the Client's project, whether pre-existing or created during the project, remain the exclusive property of Superbuild. The Client receives a non-exclusive, non-transferable license to use these tools and methods as part of the final output but does not gain ownership of them. This license is limited to the use within the context of the final delivered product.

Third-Party Assets: Third-party assets, including but not limited to open-source code and stock photos used to provide the Service, are subject to their respective licenses. Superbuild will select the most appropriate license for these assets unless specified otherwise by the Client. The Client is responsible for complying with these third-party licenses.

Data Protection

Data Collection and Use: Superbuild collects and uses client data solely for the purpose of fulfilling service requests and improving service delivery. This includes contact information, project details, and other relevant data provided by the Client.

Data Security: Superbuild implements industry-standard security measures to protect client data against unauthorized access, alteration, disclosure, or destruction. These measures include encryption, access controls, and secure storage practices. However, Superbuild cannot guarantee absolute security, as no method of electronic storage or transmission over the Internet is completely secure.

Data Access: Access to client data within Superbuild is strictly limited to only those employees and contractors who need it to perform their service-related duties. All such personnel are required to sign a confidentiality agreement, which legally obligates them to maintain the secrecy of the information and prohibits its unauthorized disclosure.

Data Sharing and Disclosure: Superbuild will not share, sell, rent, or disclose client data to third parties, except as required by law, such as in response to a court order or a request from law enforcement authorities.

Client's Data Rights: Clients have the right to access, correct, or request the deletion of their personal data held by Superbuild. Requests for data access or deletion can be made through Superbuild's support channels.

Data Breaches: In the event of a data breach, Superbuild will promptly notify affected clients and take appropriate measures to mitigate any potential harm. This includes cooperating with relevant authorities and following regulatory requirements.

Data Loss Liability: In the event of data loss due to factors beyond Superbuild’s direct control, including but not limited to third-party service provider failures, bankruptcy, or system outages, Superbuild will endeavor to mitigate the impact and assist in data recovery to the best of its ability. However, Superbuild shall not be held liable for any loss, damage, or inconvenience resulting from such events. Clients are encouraged to maintain their own data backups as a precautionary measure.

Disclaimers, Liability and Indemnification

To the fullest extent permitted by law, in no event shall Superbuild, its affiliates, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the services; (ii) any conduct or content of any third party on the services; (iii) any content obtained from the services; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Notwithstanding the above, Superbuild's liability for direct damages arising out of or related to the Client's use of the Service shall be limited to the total amount paid by the Client to Superbuild for the Service in the 3 months prior to the act giving rise to the liability.

Superbuild shall not be liable for any loss or damage arising from the Client's failure to comply with these terms, from alterations, modifications, or adjustments made to the service deliverables by the Client or third parties, or from any business decisions made by the Client based on the use of Superbuild’s Services.

The Client acknowledges that Superbuild has set its prices and entered into the Terms of Service in reliance upon the limitations of liability set forth herein, which allocate the risk between Superbuild and the Client and form a basis of the bargain between the parties.

Superbuild warrants that services will be provided with reasonable care and skill consistent with industry standards. This warranty is the only warranty provided by Superbuild and replaces all other warranties, whether express, implied, statutory, or otherwise.

Superbuild expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Superbuild does not warrant that the services will meet the Client's specific requirements or that the operation of the services will be uninterrupted or error-free.

To the fullest extent permitted by law, Superbuild’s services are provided "as is." This means that, Superbuild makes no guarantees regarding the performance or results of the services.

The effectiveness of Superbuild's services is contingent upon the Client's timely and proper cooperation, as well as the accuracy and completeness of information provided by the Client. Superbuild shall not be liable for any deficiencies in the services resulting from the Client's failure to fulfill these responsibilities.

This section constitutes all the warranties provided by Superbuild and no other verbal or written communication from Superbuild shall create any additional warranty.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms of Service or your use of the Website including, but not limited to, third-party sites and content, any use of the Website's content and services other than as expressly authorized in these Terms of Service or any use of any goods, digital products and information purchased from this Website.

Dispute Resolution

Informal Resolution: In the event of a dispute, Superbuild and the Client agree to first attempt to resolve the issue informally through direct negotiation for a period of up to 90 consecutive days from the date the dispute was raised by either party.

Mediation and Arbitration: If the dispute cannot be resolved informally, the parties agree to submit the dispute to mediation. Should mediation fail to resolve the dispute, the dispute shall be finally settled by binding arbitration under the Arbitration Act 1996 of England and Wales.

Arbitration Costs: Each party will bear its own costs in the arbitration, and the parties will share equally the arbitration fees, unless the arbitrator decides that one party should bear all the costs and fees due to the circumstances of the case.

Venue for Legal Actions: In the event that the dispute proceeds to legal action, such actions must be filed and conducted in the courts of England and Wales.

Confidentiality: All aspects of the arbitration shall be treated as confidential. The parties agree not to disclose information about the arbitration proceedings, including the outcome, except as required by law or for financial and business reporting purposes as necessary.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN 1 YEAR(S) AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Updates to Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter.

Continuing to use the Services following the posting of revised Terms of Service means that you accept and agree to the changes.

We will attempt to notify you of these changes via an email address you provided to us. It is your responsibility to keep your email address current.

Governing Law

These Terms of Service will be governed by and construed in accordance with the laws of the United Kingdom and any applicable federal laws applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule and notwithstanding your domicile, residence, or physical location. Any action or proceeding arising out of or relating to this Website and/or under these Terms of Service will be instituted in the courts of the Country of the United Kingdom, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

Privacy Policy

Your provision of personal information through the Website is governed by our privacy policy located at https://superbuild.dev/legal/privacy (the "Privacy Policy").

Severability

If any provision of these Terms of Service is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms of Service will continue in full force and effect.

Entire Terms of Service

These Terms of Service constitute the entire and only Terms of Service between the parties in relation to its subject matter and replaces and extinguishes all prior or simultaneous Terms of Services, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the parties acknowledges that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of these Terms of Service, save those expressly set out in these Terms of Service, and that they shall have no rights or remedies with respect to such subject matter otherwise than under these Terms of Service save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party. No variation of these Terms of Service shall be effective unless it is in writing and signed by or on behalf of Company.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.