Services agreement №2/01102021

Last update: November 1, 2023

Pursuant to these Terms and Conditions, Hide Corporation Ltd, the company incorporated and acting under the laws of England and Wales, registration number: 13640073, having its registered office at 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UNITED KINGDOM, renders the services specified in the invoice to the Customer.

1. Acceptance of Terms
The Services are offered and provided subject to your acceptance of the terms and conditions contained herein and all other policies (including, without limitation, Privacy Policy, Refund Policy) and procedures that can be published from time to time by Hide Corporation Ltd related to the Services, which shall be incorporated herein by reference. By receiving and using the Services, you agree to the Terms and Conditions herein.

2. Changes
We may make changes to the Terms and Conditions and/ or our policies and/ or procedures from time to time, in our sole and absolute discretion. We will notify you of any changes to the Terms and Conditions by posting the updated Terms and Conditions on the website of Hide Corporation Ltd (https://duck.design/), and we will revise the “Updated” date above. It is your responsibility to review the Terms and Conditions frequently and to remain informed of any changes to them. The then-current version of the Terms and Conditions will supersede all earlier versions. You agree that your continued receipt and use of the services after such changes have been published will constitute your acceptance of such revised Terms and policies and/ or procedures (as applicable).

3. Definitions
3.1. Contractor – Hide Corporation Ltd, the company incorporated and acting under the laws of England and Wales, registration number: 13640073, having its registered office at 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UNITED KINGDOM, rendering the Services.
3.2. Customer – the legal entity or natural person ordering the Services by signing an Invoice issued by the Contractor or filling in the form for payment process.
3.3. Agreement – the agreement between the Contractor and the Customer for the rendering of services in accordance with these Terms and Conditions and an Invoice.
3.4. Services – the monthly Services (applicable Duck Design monthly plans) that are described in website https://duck.design and specified in the invoice (hereinafter the “Invoice”) or upon invoicing the Customer through the paying agent.
Paying the monthly Services (applicable Duck Design monthly plans) for the first time the Customer have agreed to be subscribed for monthly Services, which means that every month Customer’s card will be debited in amount of monthly services fee, specified on website https://duck.design/, after that the Customer can receive the monthly Services. The Customer can reject the subscription by notify the Contractor via email [email protected] or sending a message in Trello not less than 3 calendar days before the renewal cycle.
3.5. Additional Services – services that are not included in Duck Design monthly plans, are ordered by the Customer additionally or separately, and specified in the invoice issued by the Contractor.
3.6. Party to the Agreement – individually referred to as the Contractor or the Customer.
3.7. Parties to the Agreement – jointly referred to as the Contractor and the Customer.
3.8. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

4. Procedure for the entering into force of the Agreement Duck.design
4.1. In the Terms and Conditions hereunder, the Contractor undertakes an obligation to render Services according to clauses 3.4. and 3.5. of the Terms and Conditions and shall perform it subject to each Customer who applied to the Contractor for rendering services. The publication of the text of the Terms and Conditions on the website https://duck.design at or presenting it to the Customer in any other manner shall constitute an offer by the Contractor to the Customer to enter into the Agreement on terms and conditions, specified herein.
4.2. The Agreement shall be deemed to be entered into on acceptance of the offer by the Customer. The acceptance of the offer from Customer side shall be deemed to be an advance payment of 100% of the value of the Services/Additional Services as specified in the Invoice issued by the Contractor or issued through the paying agent, unless otherwise agreed by the Parties in writing.
4.3. By accepting the offer, the Customer fully agrees to all the provisions of Terms and conditions, Privacy Policy, Refund Policy without any waivers, exclusions or disclaimers.
4.4. The Terms and conditions are not required to be drawn up on paper and signed with a handwritten signature.

5. Scope of the Agreement Duck.design
5.1. Use of Services and Availability. Hide Corporation Ltd gives a right, in its sole and absolute discretion, to use of the Services/Additional Services to anyone in accordance with the clause 3.2. of the Terms and Сonditions and for any reason based on the legal grounds.
5.2. The subject matter of the Agreement shall be the rendering of the Services/Additional Services that are specified in the Invoice issued by the Contractor or upon invoicing the Customer through the paying agent.
5.3. The Contractor shall be entitled to engage the third parties to provide the Services/Additional Services to the Customer.
5.4. The key points about the Services/Additional Services can be added to the Invoice issued by the Contractor.
5.5. Every kind of service into the Duck.design plan is rendered separately one by one, based under the receipt of tasks from the Customer.
5.6. The Contractor is rendering Services/Additional services during business days only and in working time 10:00 am – 6:00 pm GMT+2. The Contractor should notify the Customer about the local public holidays not less than 3 days before the public holidays.
5.7. The Contractor communicates with the Customer via the collaboration work system Trello (hereinafter the «Trello»), where the Customer appoints tasks, sets all requirements and transfers all particular information for services rendering.
For getting Services the Customer will granted with the access to Trello. The Customer should provide a valid email address for each person from Customer’s side who will authorized for Trello access.
The Customer may use the Services for any number of projects that the Customer has subscribed for under the applicable Duck.design plan. While the Contractor accepts unlimited requests and revisions, our output volume depends on many factors, namely depending on the total request volume and complexity. The Contractor will do the best to work with the Customer to accommodate any priority items and timelines, but the Contractor suggests that the Customer do not use Services for time-sensitive projects.
All results of rendering services will located in Trello. During 1 month from the date of rendered services, the Customer can download all results, after a month the Contractor can delete all materials from Trello.
The Contractor does the best to minimize any mistakes. However, due to the nature of creative design, the Contractor cannot guarantee all files delivered will be 100% error-free. When the Contractor delivers a file to the Customer, the Customer agrees to review and proof all files for any errors or omissions and notify the Contractor if any changes or corrections are needed within 2 (two) days of receipt. The Contractor will do the best to rush edits to correct any mistakes that the Customer notifies about during 2 (two) calendar days. If the Customer notifies of any errors after that time period, the Contractor are not required to but intend to try to work with the Customer to make corrections.5.8. Under the Customer’s request sending not later than 1 month after services provided, the Contractor should transfer all original files to the Customer.
5.9. The time of the Contractor’s response to the Customer’s request in the Trello workspace should not exceed 4 hours during the working hours 10:00 am – 6:00 pm GMT+2. The Project manager is the person who is responsible for reply to the Customer timely and take part in meeting with the Customer when found appropriate.
5.10. The deadlines for any tasks should be agreed with the responsible person of the Contractor. If the deadlines are over a month or the Contractor will not execute the task timely due to additional Customer’s requirements or lack of acceptance of services by the Customer, the duration of services will be prolonged to the next month and the Customer should pay a monthly services fee.
5.11. 3d and Html development services are not included in monthly Services and can be provided by the Contractor separately under the Customer request.
The Contractor can provide the voiceover services as Additional Services. In that case the Contractor can appoint in his discretion the executor for voiceover services without approving from the Customer’s side.
5.12. The Client can book the Services with the list of designers by making 100 % prepayment not less than 14 calendar days before the starting of the Services.
5.13. Paying the monthly Services (applicable Duck Design monthly plans) for the first time the Customer have agreed to be subscribed for monthly Services, which means that every month Customer’s card will be debited in amount of monthly services fee, specified on website https://duck.design/, after that the Customer can receive the monthly Services. The Customer can reject the subscription by notify the Contractor via email [email protected] or sending a message in Trello not less than 3 calendar days before the renewal cycle.
5.14. Pausing the subscription will not affect the automatic renewal process of the subscription agreement. Should the Customer choose to temporarily pause their subscription,this action does not alter or extend the pre-determined renewal date of the subscription. Rather, the duration for which the Customer’s subscription is paused will be compensated by adding an equivalent number of days to the final month of the current subscription period. This ensures that while the Customer may pause the service, the continuity and renewal cycle of the subscription remains unaffected.
5.15. The Contractor agrees that the allocated resources for design-related tasks shall not exceed four hours per day for any monthly package provided. This allocation is subject to adjustment based on mutual agreement between the Contractor and the Customer.

6. Rights and obligations of the Parties
6.1. The Contractor is entitled to:
6.1.1. refuse following the Customer’s instructions for the rendering of services if fulfilment thereof leads to a breach of the current legislation of England and Wales, or the legislation of the countries within whose territory the services are rendered;
6.1.2. suspend or terminate the provision of services under the Agreement where the Customer fails to fulfil its obligations thereof.
6.1.3. The Contractor may unilaterally refuse to perform the Agreement by notifying the Customer at least 10 (ten) calendar days before the date of termination of the Agreement, and at the same time reimburse the Customer for the value of the services paid but not delivered.
6.2. The Contractor is obliged to:
6.2.1. render the services to the Customer in the extent, at the time and within the period specified in the Invoice issued by the Contractor and accepted by the Customer, subject to payment in full and subject to full compliance by the Customer with all the requirements of this Agreement;
6.2.2. ensure the confidentiality of information provided by the Customer.
6.3. The Customer is entitled to:
6.3.1. demand efficient provision of the services from the Contractor;
6.3.2. require a refund from the Contractor within 7 days from the day of the payment. After this 7-day period, the Contractor does not make a refund. The Contractor may deny the refund request if, at his discretion, evidence of fraud, refund abuse, resale of the Contractor’s services to the third parties or other manipulative actions is found. The Contractor may deny a refund request if a task was accepted or revised by the Customer. After the Customer will require a refund, he loses the right to use any result of the services. The availability of a 7-day money-back guarantee is not applicable if a discount has been provided to the Customer. 
6.3.3. The Customer may unilaterally refuse to perform the Agreement by notifying the Contractor at least 10 (ten) calendar days before the date of termination. In the event of a unilateral refusal by a Customer (the legal entity) of the performance of the Agreement after the commencement of the performance of the Service by the Contractor, the Contractor shall deduct a fine equal to the value of the Services paid for but not rendered due to the Customer’s rejection of the Agreement.
6.4. The Customer is obliged to:
6.4.1. pay the Contractor for the services as set out in the Invoice;
6.4.2. provide the Contractor with the information required for the provision of the services at the Contractor’s request;
6.4.3. avoid actions directed at disrupting the correct operation of the software and computer software of the Contractor and undermining network security;
6.4.4. ensure the confidentiality of information obtained under these Terms and Conditions or provided by the Contractor.
6.5. The Parties shall be liable for the failure to perform or improper performance of their obligations under these Terms and Conditions in accordance with the laws of England and Wales.

7. Payment for the services
7.1. The services fee is approved by the Contractor and is based on the Contractor’s costs and amounts to:
7.1.1. stated amount in the Contractor’s price list/plan posted on the Website (https://duck.design/), or
7.1.2. agreed amount by the Parties via e-mail, messenger (Telegram, Viber, Slack, Whatsapp), or online chat on the Website of Hide Corporation Ltd (https://duck.design/).
7.2. The payment for the Services shall be made on a 100% prepayment basis by debit or credit card under the Invoice issued by the Contractor/ or issued through the paying agent. The payment for the Additional Services shall be made on a 100% prepayment basis by non-cash bank transfer based on the payment order / by transfer of funds to the Contractor’s current account online / by transferring cryptocurrencies on the Contractor’s account (wallet) under the Invoice issued by the Contractor/ by debit or credit card.
7.3. The services shall be deemed to be paid from the moment the money is received in the Contractor’s account / cryptocurrencies in the Contractor’s account (wallet).
7.4. Paying the monthly Services (applicable Duck Design monthly plans) for the first time the Customer have agreed to be subscribed for monthly Services, which means that every month Customer’s card will be debited in amount of monthly services fee, specified on website https://duck.design/, after that the Customer can receive the monthly Services. The Customer can reject the subscription by notify the Contractor via email [email protected] or sending a message in Trello not less than 3 calendar days before the subscription termination.
7.5. Customer Onboarding Additional Days Clause: During the term of the 30-day subscription, any working days dedicated to Customer onboarding activities shall be considered as an extension of the subscription period. These additional days will be added to the last month of the Customer’s subscription, ensuring that the Customer receives the full value of the subscription. However, that payment for the subscription will continue to be processed automatically after the initial 30 days.

8. Service acceptance procedure
8.1. The fulfillment of the services under this Agreement shall be confirmed by a Service delivery report which shall be drawn up and signed by the Contractor unilaterally.
8.2. The services shall be deemed duly and fully rendered if within five (5) business days from the expiry date of the services, the Contractor has not received any written complaints from the Customer about the quality and scope of the services rendered.
8.3. All exclusive rights to the results of services and intellectual property created by the Contractor during the execution of the Agreement are transferred from the Contractor to the Customer at the moment of Service delivery without any additional documents. The Customer has the right to use results of services without mentioning the author’s personal name.
The Contractor reserves the right to use results of Services, and the Customer’s name and logo as part of Contractor’s portfolio on Contractor’s website or other digital media, print samples, the right to display the result of Services on social channels, in competitions, at any festivals or shows.
Portfolio Rights. You hereby grant us a limited, nonexclusive, royalty-free worldwide license to use, publish, and display any deliverables that we prepare or develop in connection with the services as well as Customer’s name and logo for purpose of marketing and advertising (the “Portfolio Rights License”).

9. Disclaimer of warranties and limitation of liability duck.design
9.1. DISCLAIMER OF WARRANTIES. THE SERVICES, ARE PROVIDED BY Hide Corporation Ltd TO YOU ON AN “AS IS,” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS. Hide Corporation Ltd DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY AND/ OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND/ OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, ALL OF WHICH Hide Corporation Ltd EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, Hide Corporation Ltd MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS AND/ OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/ OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE AND/ OR RELIABLE; (III) Hide Corporation Ltd WILL BE LIABLE AND/ OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/ OR DELAY IN UPDATING THE SERVICES AND/ OR ANY CONTENT. NO ADVICE AND/ OR INFORMATION, WHETHER ORAL AND/ OR WRITTEN, OBTAINED BY YOU FROM Hide Corporation Ltd AND/ OR THROUGH YOUR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF THE BEGINNING OF THE SERVICE.
9.2. LIMITATION OF LIABILITY. IN NO EVENT WILL Hide Corporation Ltd, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AND/ OR SUBCONTRACTORS BE LIABLE TO YOU AND/ OR ANYONE ELSE FOR (I) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/ OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/ OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/ OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF Hide Corporation Ltd HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE;

10. Indemnity and warranty
10.1. Indemnification. You will defend, indemnify and hold Hide Corporation Ltd, our subcontractors, and our respective affiliates, officers, agents, employees, representatives, and assignees harmless from all demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature including without limitation reasonable attorneys’ fees, that arise from and/ or relate to (i) your use of the Services and; (ii) your violation of the Terms, (iii) fraud you commit and/ or your intentional misconduct and/ or negligence (iv) your use of the Services that is in violation of any applicable data protection /privacy law. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You agree not to settle any matter without the prior written consent of Hide Corporation Ltd. Hide Corporation Ltd will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
10.2. Non-Sanctioned Status. The Customer warrants that neither the Customer nor any of its executive officers, directors or any individual, entity, or organization holding any ownership interest or controlling interest in Customer is an individual, entity, or organization with whom Hide Corporation Ltd is prohibited from dealing by any law, regulation, or executive order, including, without limitation, names appearing on the UK sanctions list, EU sanctions list, on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s and Specially Designated Nationals and Blocked Persons List. Furthermore, the Customer understands that if at any time during the terms of Services, the Customer or any of its executive offices, directors or any individual, entity, or organization holding any ownership interest or controlling interest in Customer, is determined to be or for any reason becomes an individual, entity, or organization with whom Hide Corporation Ltd is prohibited from dealing in accordance to this clause, the Customer shall give immediate written notice to Hide Corporation Ltd and Hide Corporation Ltd shall have the right to terminate this Agreement with immediate effect, without fault or liability. If Hide Corporation Ltd exercises the termination right described herein, the Customer shall pay Hide Corporation Ltd for the Service provided prior to the effective date of the termination.

11. Miscellaneous
11.1. Entire Agreement; Conflict. Unless otherwise agreed to by Hide Corporation Ltd and you in writing, the Terms and Conditions (including, without limitation, the terms and conditions set forth herein, Privacy Policy, Refund Policy, and other policies as can be described above) constitutes the entire agreement between Hide Corporation Ltd and you concerning the subject matter hereof.
11.2. Governing Law. These Terms and Conditions and any use of the Services will be governed by the laws of England and Wales. The Parties shall be liable for the failure to perform or improper performance of their obligations under these Terms and Conditions in accordance with the law of England and Wales.
11.3. Jurisdiction.
The Parties shall make every effort to resolve any disputes through negotiations. If no agreement is reached as a result of the negotiations, the disputes shall be settled in a complaint (pre-trial) procedure.
Any claims and notices shall be sent in writing by post with notice of delivery. The Party that received the claim undertakes to review and respond to such a claim within 20 (twenty) business days of its receipt. If a claim is rejected, in whole or in part, or the submitting Party does not receive a response within the specified time for its consideration, the submitting Party may apply to the proper Courts of London. Each party irrevocably agrees that the Courts of London shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Terms and Conditions.
THE PARTIES AGREE THAT ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
11.4. Electronic Signatures. Documents executed and transmitted electronically as well as documents signed by electronic signatures or using the systems Docusign, PandaDoc or with a facsimile signature (reproduced mechanically using clichés) shall be deemed original for purposes of these Terms and Conditions and all matters related thereto. Documents with such scanned and electronic signatures, signature through the systems Docusign, PandaDoc or with facsimile signature (reproduced mechanically using clichés) are having the same legal effect as documents with original signatures..
11.5. For communication and transmission of documents and information with legal effect, the Contractor will use the following e-mail address: [email protected], the Customer will use e-mail address specified in invoice issued by the Contractor or by the paying agent. Other e-mail addresses are not permitted. The Contractor replies on the request of the Customer during 10 business days via [email protected].
11.6. Reference. You agree that Hide Corporation Ltd, its subcontractors and affiliates may reference you as our customer, and that Hide Corporation Ltd may reasonably use, on a royalty-free basis, your trademark and/or logo for such purpose.
11.7. Severability. If any part of the Terms and Conditions is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms and Conditions and/or any breach thereof, in any one instance, will not waive such term and/ or condition or any subsequent breach thereof.
11.8. Assignment. You may not assign your rights under the Terms and Conditions to any third party without express prior written consent of Hide Corporation Ltd. Hide Corporation Ltd may assign its rights under the Terms and Condition to the third party. In that case, these Terms and Conditions will be binding upon and will inure to the benefit of the third party, their successors and permitted assignees.
11.9. Force Majeure. Except for payment obligations, neither Hide Corporation Ltd nor the Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include a failure by a third-party hosting provider or utility provider, shortages, riots, pandemics, fires, acts of God, war, strikes, terrorism, and governmental action, natural disasters, military actions, actions of third parties, the entry into force of laws, regulations and directives of State bodies and organizations that directly or indirectly prohibit rendering the Services, other circumstances independent of the will of the Contractor or the Customer. A Party that has defaulted on an obligation under the Terms and Conditions due to force majeure shall promptly notify the other Party. Such a Party is obliged to prove the existence of force majeure and its effect on the impossibility of proper performance of obligations under these Terms and Conditions.
11.10. Survival. All provisions of the Terms and Conditions by their nature should survive termination, including, without limitation, warranty disclaimers, indemnity provisions and limitations of liability.
11.11. No Waiver. No failure or delay on the part of either Party in exercising any power, right or remedy under these Terms and Conditions will operate as a waiver thereof, nor will any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

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