Terms of Service

This Terms of Engagement Agreement (the “Agreement”) constitutes a legally binding agreement by and between What if Design LLC, a limited liability company organized under the laws of the state of Delaware (“What if Design”) and the client, whether personally or on behalf of an entity (“Client”), and together (“parties”) agree to the following:

You: You (through agreeing to these terms) have the authority to enter into this contract on behalf of Your company/organization. You’ll timely give us the assets and information we tell You we need to complete the project. You’ll review our work, and provide feedback and approval before we can share the final design assets.

Us: We will ensure that our experience and ability are put to best use to deliver to You the requested design works in an extremely timely and professional manner, as per the details outlined in the present document. We’ll endeavor to meet every deadline that’s set and on top of that, we'll maintain the confidentiality of everything You give us.

Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client’s access to the services offered, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and What if Design shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay What if Design for services rendered shall remain and continue to be an ongoing obligation owed by Client to What if Design.

1. Terminologies

• Design request

Each task requested by You will be considered as a design request. A design request can be picked up only once all relevant information required to complete the task is provided. We will ask clarifying questions if there is uncertainty before starting the design. Any large request can be broken into smaller sub-tasks. 

• Design queue

The Design queue is the list of all the design requests made by You. 

• The top-down sequence of the Design queue shall be considered as the priority order with the highest priority task at the top. Each design request will be picked and worked on by Us in the same order as the design queue. You have the right to update the sequence of design requests in the design queue based on your requirements until we begin working on it.
• We provide a "design request Template" in the overview column. Use this template to create requests in the design queue quickly. 

• Active task

An active design task is one that is currently in progress. We work on one task at a time. An active design request cannot be edited by You while in progress and the priority of the task cannot be changed once we start designing an item.

• Approved requests

A list of completed design requests approved by you. Once a request is moved to the approved column we consider it complete. We will then pick up the next item at the top of the backlog.

2. Service Engagement

• No-cap request queue

There is no upper limit on the number of requests in the design queue that can be made during the subscription duration but this does not guarantee the completion of all requests as it is dependent on the duration of each individual request.

• Feedback/Approval process

We use third-party tools to get feedback and approvals from You. Each design request upon completion, will be shared with You for feedback and revisions shall be made based on your feedback. There is no limit to the number of changes that can be requested for each design request but each change will have a time implication and will impact the completion time for the respective design request.

• Turnaround time

The turnaround time is the minimum expected time required for Us to work on and produce the first output for any design request. It can vary depending on the type of design request and will be notified to You before the start of each design request. The turnaround time is an approximation based on Our experience. There can be variations in turn around time which cannot be foreseen at the start of a larger project based on project direction. Any such variation shall be notified to Your point of contact by Us.

• Revision support

We provide complete revision support till You are satisfied with the output. Each design request upon completion will be shared with You for feedback and revisions shall be made based on your feedback. There is no limit to the number of changes that can be requested for each design request but each change will impact the completion time for the respective design request.

• Pause and Cancellation terms

The subscription can be paused at any time and the remaining duration can be activated to be utilized in the future by You. 

The total days included in the subscription must be used within a maximum time duration which is double that subscribed to referred to as the Use by period. Any paused subscription going beyond the use period will lapse and You will not be entitled to any refunds or the remaining subscription days. 

• 14-day Money back guarantee

You are entitled to a no-questions asked money back guarantee within 14-days of signing up to the subscription for the first time. 

• Minimum design requests

We do not guarantee or promise any minimum number of design requests to be fulfilled as a part of this agreement as the timelines can vary based on the type of design request raised by You.

• Payment terms

The selected subscription cost covers a total of 30 days from the date of payment post signing of this agreement. You will have access to our services for all working business days(Monday to Friday) during the said duration.

• Strict Adherence to Payment Schedule

All payments must be released by You in Our favor within 3 (three) days of agreement to terms. In case of non-payment after the expiry of 3 (three) days from the respective date of subscription renewal, we reserve the right to pause the subscription and not perform any other obligation until the payment is processed.

• Research participant recruitment:

Due to the nature of the use of the product or service, You will be solely responsible for the additional research participant recruitment ‍

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3. Mode of Service

Design Essentials

Design process

We use third-party tools to manage design requests from You. You are free to keep adding all your design requests to the design queue at any point. 

1. We pick the design request from the top of the design Request list
2. Share the estimated turnaround time for each task and break it down if necessary. 
3. Work on one design request at a time. 
4. Any design request that we are working on is moved to the active request column.
5. Once a design request is complete, we will move the card into the 'Ready for Review' column. This will send you a notification. The card will contain a link to the design in Figma. Leave comments on the Trello card or Slack our team. We will address any feedback provided.

• If you're happy with the design, you can approve the design in writing and we'll move the card to Approved.
• If there is feedback to be addressed, we'll move the card back to the 'Active Request' column. The process will repeat.

6. On completion, we seek approval from You, and upon getting approval for each design request from You, we shall move on to picking up and working on the next design request. 

Services Covered

Website : Landing page design, No-code web development

Communications :Investment pitch decks, Presentation design, Business stationery

Visual assets : Icons, Illustrations, Print, packaging & merchandise, eBook & digital reports, Motion graphics

Marketing collateral : Social media graphics, Info-graphics, Banners

Design Supercharger

Design process

All design tasks work in the same fashion as Design Essentials. However, for larger projects like brand definition, website design, and product iteration, we’ll share with you a form that you can fill out to define the length of that project based on your requirements and we will populate all design tasks needed for them along with timelines.

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Services Covered

Brand Strategy and Visual Identity

Logo Design, Typography, Brand guidelines and Book, Brand Attributes, Brand Positioning

Websites : Website structure and hierarchy, Site Maps, Wireframing, Informational page design, Hi-Fidelity Design, Webflow Development, Framer Development

UX and Product Iteration : User Research, Wireframes, Hi-Fi Prototypes, UI Design, Web Development, Design systems

Communications : Investment pitch decks, Presentation design, Business stationery

Visual assets : Icons, Illustrations, eBook & digital reports, Motion graphics

Marketing collateral :Social media graphics, Info-graphics, Banners

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4. General Terms

1. Intellectual Property Rights

“Intellectual Property Rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, goodwill rights or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world. 

You need to ensure that You do not violate the Intellectual Property Rights of any third party and that You will also indemnify and protect us from legal cause and action initiated in this regard by such a third party.

We guarantee that all elements of the work we deliver to You are either owned by us or we’ve obtained permission to provide them to You. When we provide text, images, or other artwork to You, we will ensure that they are not infringing on anyone’s Intellectual Property Rights. Provided You’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all Intellectual Property Rights to You as follows:

You’ll own the final assets we design for You. You own all Intellectual Property Rights of text, images, site specifications, and data You have provided unless someone else owns them.

We’ll own any intellectual property rights we’ve developed before, or developed separately from this project and not paid for by You. We’ll own the unique combination of these elements that constitutes a complete design and license its use to You, exclusively and perpetually unless we agree otherwise. 

2. Showcasing work and Client logo

We reserve the right to the public display of Your logo as a part of our client list for marketing and advertising from the date of signing of this agreement. We reserve the right to share publicly available design work on digital channels including but not limited to our social media, portfolio, website, etc., unless otherwise agreed upon. 

You reserve the right to issue an NDA between You and Us, which in turn would void the right of Us to share or discuss any work publicly. All non-publicly available works with a mention of Your name, organization, and relevance to this project can be displayed only after Your review and written approval.

3.  Engagement Requirements

• Data:

We will need relevant content for specific posts, videos, sections, and pages of the posts, products, documents, and website. You need to ensure that the same must not violate the Intellectual Property Rights of any third party and must not be of a nature that may lead to violation of any Law/Custom or Usage prevalent or in force in the US, India, or is otherwise indecent, immoral, pornographic, or inflammatory. You will also indemnify and protect us from legal cause and action initiated in this regard by such a third party.

• The key point of contact

While there can be multiple stakeholders giving feedback and adding design requests, we need a single point of contact from Your side for all decision-making and approvals. We shall be liable to answer/resolve issues raised only by this key point of contact from Your company/organization. 

• Authority:
• We will have the full authority to outsource to a third party, subdivide, and plan in a manner of our liking, the execution of the Task project; provided, however, such outsourcing will be done considering the requirements of the work and technicalities involved in the same.

4. Third-party requirements and services

• In the event that any Project incorporates any third-party requirements, including but not limited to fonts, domain ownership, website hosting, etc. that are not owned by What if Design and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the project, What if Design will inform Client in writing that one or more Third-Party requirements will be incorporated into the Project and that Client will need to purchase one or more licenses for the Third-Party requirements from the rights-holder(s) of said Third Party fonts, domain ownership, website hosting, etc in order to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for Client to identify which licenses are required and who to contact in order to purchase said long as What if Design has informed Client of the incorporation of Third-Party requirements as described above, Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.
• What if Design does not guarantee or warrant the third-party tools used will be available and accessible at all times. Issues with hardware, software, or other items may result in interruption delays or errors beyond What if Design’s control. Client agrees that What if Design shall not be liable to Client for any loss, damage, or inconvenience caused by Client’s inability to access or use the third-party tools during any interruption in the connection or service.

4. Dispute Resolution, Governing Law, and Indemnification:

• Governing Law 

Parties agree that any dispute or claim that may arise with the present document or the works prescribed therein shall be tried to be resolved amicably through mediation by the parties. 

Choice of Law. The laws of the state of Delaware govern this agreement (without giving effect to its conflicts of law principles).

• Litigation

Any legal action of whatever nature shall be brought in the state courts of Kent County, Delaware. The parties here consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use.

• Limitations of Liability and Indemnification

Neither party, its directors, employees, members, independent contractors, or agents shall not be liable to the other party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Client’s use of Our services. Client agrees to defend, indemnify, and hold harmless, What if Design and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand including reasonable attorneys’ fees and expenses, made by any third party directly related to Client’s (1) use of Our services; (2) breach of these Terms of Use; (3) any breach of Client’s representations and warranties set forth herein; (4) violation of the rights of any third party, including but not limited to intellectual property rights. 

6.  Force majeure

A party will not be in breach of or in default under this agreement on account of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure event occurs, the affected party shall, as soon as practicable:

notify the other party of the Force Majeure Event and its impact on performance under this agreement, and use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.

7.  Amendments

No amendment to this agreement will be effective unless it is in writing and signed by both parties.

8. Severability

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

9. Waiver

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver unless the writing so specifies.

10. Headings

The descriptive headings of the sections and subsections of this agreement are for convenience only and do not affect this agreement's construction or interpretation.

11. Entire Agreement

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.

12. Effectiveness

This agreement will become effective when payment has been made and acceptance of the terms of the agreement.

13. Necessary acts; Further Assurances

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement. 

14. Electronic communications, transactions, and signatures

Client hereby consents to receive electronic communications from What if Design and Client agrees that all agreements, notices, disclosures and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by What if Design or through the Website. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

Acceptance: 

Parties agree to the terms and conditions set here-in-above and also decide that the said terms can be amended only through written consent of both parties. It is also clear that the document has been read over and by agreeing to the terms, has contractual capacity and competence to represent and at the same time, who are not disabled in any way from entering into a contract.