Terms of Service.
These Terms of Service outline the principles governing your use of our website and the contractual framework applied to digital product design and engineering engagements with IDEA & WORKS.
Website Use & Studio Services
These Terms of Service govern access to the website ideaandworks.com and establish the general commercial principles applied to services provided by IDEA & WORKS, an independent digital product studio founded by Avinash Singh.
IDEA & WORKS partners with founders, product teams, and commercial organizations to design and build digital products, including:
- Websites & Digital Flagship Experiences
- SaaS Product Development & Architecture
- AI Solutions & Autonomous Workflows
- Custom Web Applications & Internal Tools
- Third-Party Integrations & Automation Pipelines
- Dedicated Senior Engineering & Design Sprints
By browsing our site, submitting an enquiry, or contracting our services, you acknowledge that you have read, understood, and agree to these terms.
Project Proposals, Statements of Work & Acceptance
Every client engagement is formalized through a bespoke Statement of Work (SOW), formal project proposal, or Master Services Agreement (MSA). The SOW defines the concrete specifications of the project:
- Detailed technical specifications and user journey scope
- Milestone breakdown, sprint phases, and delivery timeline
- Key deliverables (e.g. Figma design files, Next.js codebases, API integrations)
- Commercial fee structure, milestone payments, and deposit terms
In the event of any direct conflict or inconsistency between these general Terms of Service and an executed Statement of Work, the specific terms, schedules, and deliverables of the executed Statement of Work shall prevail for that engagement.
Milestone Review & Acceptance Protocol
Upon completion of an agreed milestone, deliverables (such as live staging preview URLs or pull requests) are provided to the client for evaluation. Unless otherwise specified in the SOW, the client has an agreed review period of seven (7) business days to test deliverables against agreed functional specifications and provide consolidated written feedback or formal written sign-off. If no feedback or dispute is raised within the review period, the milestone is deemed accepted.
Fees, Invoicing & Payment Schedules
We operate with complete commercial transparency. We do not impose arbitrary fixed fees; all project pricing, milestone structures, advance disbursements, and payment schedules are governed strictly by the mutually agreed proposal or Statement of Work.
Deliverable-Linked Invoices
Fees are tied to concrete progress milestones (e.g. project kickoff, architecture completion, and final delivery).
Agreed Terms (Net 14)
Unless otherwise specified in writing, invoices are payable within fourteen (14) calendar days of issuance via electronic wire transfer or approved gateway.
Direct Client Billing
Clients maintain direct commercial accounts for hosting (e.g. Vercel/AWS), domain names, AI model tokens, and external APIs.
Advance payments or kickoff deposits required to schedule dedicated studio engineering sprints are applied directly toward the initial milestone deliverables as set forth in the SOW.
Client Responsibilities & Schedule Delays
High-quality software requires active partnership. To maintain sprint velocity and hit delivery milestones, clients agree to:
- Designated Lead: Appoint a primary project owner empowered to provide technical decisions, design feedback, and formal milestone approvals.
- Asset Delivery: Furnish required brand guidelines, content copy, design assets, and technical API credentials in accordance with the project schedule.
- Timely Feedback: Review staging deployments and sprint deliverables within the established review windows.
If delivery milestones are delayed due to late provision of client materials, unresponsive review periods, or internal client pauses, delivery dates and subsequent sprint schedules are adjusted accordingly to reflect the impact on studio availability.
Scope Adjustments & Change Requests
We recognize that software product requirements evolve as features are tested with users. Minor aesthetic polishes and routine adjustments within the agreed architectural framework are incorporated naturally during sprint reviews.
Substantial changes—such as new feature workflows, architectural pivots, third-party platform migrations, or expansions outside the scope defined in the Statement of Work—are managed through formal Change Requests. For any change request, we provide an evaluation of timeline impact and a written fee estimate. Work on out-of-scope additions proceeds only after written authorization from the client.
Intellectual Property & Code Ownership
Upon receipt of full payment for an agreed project scope or milestone, all bespoke software source code, custom UI designs, database schemas, component hierarchies, and digital assets created specifically for the client under the Statement of Work are assigned and transferred in full to the client. The client holds 100% ownership and complete freedom to modify, host, commercialize, and license the deliverables without vendor lock-in or ongoing studio royalties.
Studio Pre-Existing Tooling & Open Source
IDEA & WORKS retains ownership of its pre-existing core libraries, development scaffolding, reusable build scripts, and general algorithmic utilities ("Studio Tools"). To the extent Studio Tools are incorporated into project deliverables, the client is granted a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, execute, modify, and distribute those tools solely as integrated into the delivered software.
Open-source frameworks and third-party packages (e.g. Next.js, React, Tailwind CSS, Lucide Icons) remain governed by their respective MIT, Apache, or BSD licenses.
Third-Party Platforms & External APIs
Client applications frequently integrate with external APIs and cloud platforms (e.g. hosting via Vercel/Cloudflare, database services via Supabase/PostgreSQL, payment gateways via Stripe, and AI runtimes via Google Gemini or OpenAI).
Clients are responsible for complying with the terms, acceptable use policies, and subscription fees of all third-party platforms. While IDEA & WORKS engineers robust error-handling, we do not control and are not liable for third-party platform service outages, API deprecations, rate limits, or account suspensions enforced by external providers.
Confidentiality & Non-Disclosure
Both parties agree that any proprietary business information, unreleased product roadmaps, client customer records, technical architecture documents, and financial terms disclosed during the engagement shall be treated as strictly confidential.
Neither party will disclose confidential information to any third party without prior written consent, except to employees, subcontractors, and legal/financial advisors bound by equivalent non-disclosure obligations. This duty of confidentiality survives for three (3) years following the completion or termination of the engagement.
Limited Warranties & Defect Remediation
IDEA & WORKS warrants that all engineering and design services will be performed in a professional, workmanlike manner adhering to industry-standard TypeScript, modern React architecture, and web standards.
Post-Launch Defect Remediation Window
Unless otherwise specified in the SOW, we provide a thirty (30) day defect remediation window following final production handover. During this window, we will promptly investigate and fix, at no additional charge, any reproducible software defects or bugs in delivered code that cause it to deviate from agreed functional specifications.
This warranty does not apply to defects resulting from client modifications, unsupported third-party API changes, or host environment reconfigurations made after handover.
Except as expressly provided herein or in an executed SOW, all software deliverables, codebases, and website materials are provided on an "as is" and "as available" basis without warranties of merchantability or fitness for a particular commercial purpose.
Limitation of Liability
To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, revenue, business opportunity, anticipated savings, or data corruption) arising out of or related to this agreement or the use of delivered software.
The total aggregate liability of IDEA & WORKS arising out of or in connection with any project engagement shall not exceed the total fees actually paid by the client under the specific Statement of Work giving rise to the claim during the twelve (12) months preceding the incident.
Cancellation, Termination & Financial Reconciliation
Either party may terminate an active project engagement in accordance with the cancellation and notice provisions set forth in the governing Statement of Work (typically upon fourteen (14) calendar days written notice):
- Payment for Completed Work: Upon termination, the client shall pay for all approved milestone deliverables, documented engineering hours, and non-cancellable commitments incurred up to the effective termination date.
- Deliverables Handover: Upon receipt of payment for completed work, IDEA & WORKS will hand over all completed work product, code repositories, and design assets generated up to that date.
- Unused Funds Reconciliation: Any advance deposits received for future milestones that have not been commenced will be reconciled and returned to the client in accordance with the governing SOW.
Dispute Resolution & Governing Law
The parties agree to seek amicable resolution of any dispute through good-faith executive discussion before initiating formal legal proceedings.
The governing law, choice of legal jurisdiction, and dispute resolution venue (such as binding commercial arbitration or courts of a mutually chosen commercial jurisdiction) are expressly stipulated within the individual Statement of Work or Master Services Agreement executed between IDEA & WORKS and each client.
Modifications to Terms
We reserve the right to revise these Terms of Service periodically to reflect changes in studio operations, technology standards, or legal requirements. The "Effective Date" at the top of this document indicates when the latest modifications were published. Specific project agreements executed prior to a website amendment remain governed by their executed SOW terms.
Studio Contact & Contract Information
For contract inquiries, project proposals, or questions regarding these Terms of Service, please contact our team: