Due to the global nature of clients whom engage Niseko Design, these Terms & Conditions are supplied purposefully only in English. It is understood when a client, as described on this page, engages Niseko Design for any design work that they understand and agree to these Terms & Conditions in full.
Niseko Design will provide a Finished Product(s) to The Client in the form of source, rendered and asset files (if all are either required or requested by The Client), upon payment of the full agreed amount, or upon confirmation of a date for payment of the Finished Product(s) and payment confirmation by Niseko Design on that date. These files become the exclusive property of The Client upon acceptance of delivery, however these files are partially based on a non-exclusive code base created and maintained by Niseko Design and in some cases existing code (created and maintained by a third party) was used to help create the deliverables. Such code and other underlying technologies do NOT become the property of The Client, only the Finished Product(s). In addition, the Finished Product(s) may depend on code, objects (COMs), and other third party utilities that are the property of their respective owners, and of which Niseko Design may choose not to disclose the details of with The Client. No rights to these dependencies is expressed or implied. Additional licensing may be required with third party assets. Please additionally consult the Niseko Design Copyright & Disclaimer page for more information on resources supplied by Niseko Design during or after the Contract / Project Duration; the scope and content of that page is to be considered inclusive of this page by The Client in so far as terms and conditions when engaging Niseko Design.
02. Project management & communication
Niseko Design will require one point of contact during the Contract / Project Duration for clarifying requirements for design, key features, usability and maintenance issues. Niseko Design requires this person be available to answer questions arising from the project within 24 hrs on workdays (subject to reasonable exceptions), and to have authority to make design and related decisions on the system. If this is not possible, any timeframe provided by Niseko Design may be subject to change due to this limitation of communication(s).
Niseko Design may manage this Contract / Project Duration using project tracking software including wikis, issue tracking, sub-version integration, announcements and timelines. The Client’s Point of Contact, stakeholders, and collaborators will all have appropriate access to the project and all associated assets if required or requested by The Client. This system will serve as a primary mode of communication, documentation, and reporting. Any approval marked within the system by the Point of Contact will be considered official written approval.
Niseko Design typically provides estimates for a project on a total project costing basis, rather than a per hourly rate, unless otherwise requested. For hourly web development and technical work, the rates start from 8,500JPY. For non-technical work, rates start from 5,500JPY. A client of Niseko Design may request a breakdown of these costs per project or estimate if there is an agreement for the project to be structured this way in advance. Any pricing listed within this page or on official documents supplied by Niseko Design does not include 8% VAT unless otherwise clearly stated.
04. Response time
Niseko Design works exclusively with Independent Contractors. The benefit of a flexible team is rapid scalability and a diverse set of services. Due to the nature of the business model, Niseko Design is not set up to support on-call services. Within the duration of this Contract / Project Duration, Niseko Design will make every effort to reply to inquiries within 48 hours except where The Client has been previously notified of a period of limited availability. Niseko Design will respond in good faith but cannot guarantee any specific action within a given time frame.
Niseko Design does not generally provide Hosting services beyond temporary internal development environments. The Client is responsible for choosing, paying for, and maintaining any required Hosting solutions and associated services. As a courtesy, Niseko Design may offer suggestions, however, Niseko Design is not responsible for down time, poor performance, or loss of data caused by the suggested Hosting Provider. If hosting is provided through Niseko Design, it is with a third-party Hosting Provider and Niseko Design is not responsible for down time, poor performance, or loss of data caused by the Hosting Provider. Additionally, Niseko Design is not responsible for any bug caused by changes on the Host after the Acceptance of this Contract / Project Duration, including but not limited to updates to operating system, compile systems, code libraries and languages, or any changes resulting from security violations.
In the case that the Client requests hosting services through Niseko Design, Niseko Design may choose to not provide certain access credentials to the Client to security sensitive areas of the Hosting service (e.g. FTP login credentials). If access is provided, any changes, damage or security complications made to the Hosting service by the Client or a third-party will be the responsibility of the Client and costs incurred will be invoiced directly to the Client for immediate payment prior to any service work required by Niseko Design.
Hosting through Niseko Design’s preferred hosting partner is arranged by Niseko Design; Client hosting plans cost 25,000JPY + 8% VAT as of January 01, 2014 and are billed annually starting from January 01 through to December 31 of the year ordered. URL registration is not included in this cost, but is billed on the same calendar schedule as domain hosting if ordered through Niseko Design.
06. Third parties
In the event that any aspect of this Contract / Project Duration is dependant on a separate third party or The Client’s in house team, the quality and punctuality of the Finished Product(s) may be subject to said party’s ability to meet the required timelines and/or level of quality. Niseko Design is not responsible for any delay or defect caused by separate third party or The Client’s in house teams.
Niseko Design maintains internal backups of active project code and design files. This backup system is not intended as a solution for The Client, rather as a code archive through the duration of this Contract / Project Duration. While the Niseko Design backup system is fully redundant, it is not guaranteed and does not support any content produced by The Client. The Client is solely responsible for the Backup and Restoration of the Finished Product(s) and any associated data.
Although Niseko Design makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, Niseko Design can in no way guaranty that the Finished Product(s) will not be subject security breaches. Niseko Design recommends the use of strong passwords and the observance of standard security practices. In order to minimize the chances of security violations, systems should be updated often. The Client is solely responsible for tracking software updates, unless a Service Agreement is in place, in writting, with Niseko Design. Any updates during the life of or after the expiration of the Contract / Project Duration can be negotiated as an addendum to this Contract / Project Duration or as an additional Contract / Project Duration.
09. Limited Liability
The Client alone shall be responsible for: (a) the accuracy and adequacy of information and data furnished for processing; (b) any use made by The Client of the output of the Software or any reliance thereon; and (c) obtaining the required licenses and respect copyright for any and all third part assets including but not limited to fonts, media, and software. The Client shall also be responsible for the continued operation and maintenance of the computer equipment and third party software used with the Finished Product(s), and shall comply with all operational, environmental and maintenance recommendations and requirements of the applicable licensors, vendors and manufacturers.
The Client agrees that any liability of Niseko Design relating to this agreement and the services performed shall be limited to the amount of fees actually received by Niseko Design, from The Client under this agreement regarding the services in question. In no event shall Niseko Design be liable for any special, incidental, indirect, cover, consequential, exemplary or punitive damages; any damages based on injury to person or property; or any lost sales, profits or data, even if The Client is told that any such damages may occur.
Niseko Design will provide patches and bug fixes for any bugs or issues included in the scope of this Contract / Project Duration reported within the grace period of no more than 30 days following the date of project completion as defined by the date The Client signs off on the deliverables. All bug fixes outside of the project scope or after the grace period are the responsibility of The Client.
Hourly projects are NOT subject to warranty. Design and the placement, editing and arrangement of editorial content are NOT subject to warranty. Should further support be necessary, a support Contract / Project Duration may be negotiated.
Niseko Design retains the right to use The Client within its roster of clients. A link to the The Client website/application website will be placed on the Niseko Design web site as part of its business portfolio.
12. Payment schedule
Unless there is a previous written agreement in place between The Client and Niseko Design, a commencement fee calculated as a percentage of the total Contract / Project cost is required at the beginning of a Contract / Project Duration; once this payment is received by Niseko Design and confirmed in writing, the project will be scheduled by Niseko Design. The commencement fee is non-refundable and non-negotiable. Before any original files and / or artwork of the Finished Product(s) are supplied to the client, the remaining percentage will be invoiced and is payable to Niseko Design.
If, after the project has commenced, subsequent invoices are not paid within 30 days, a 5 percent “delayed payment” fee will be charged, unless a written agreement is in place between Niseko Design and The Client. This initial 5 percent figure will be added upon each recurring 30 day period until the full amount has been received by the designer.
If the project is cancelled during the Contract / Project Duration, payments made before that date will not be refunded. Work completed to cancellation date not covered by the payment schedule paid to that date will be invoiced as part of due process; this will be calculated at an hourly rate of 8,500JPY and is payable to formally close the project agreement. Any resources developed until point of cancellation will be supplied upon payment of final invoice and a formal cancellation notice will be served by Niseko Design.
13. Review, Expiration or Cancellation
This Contract / Project Duration is valid for the calendar year of in which it was signed or agreed upon in so far as project commencement, upon which point it expires. Upon expiration, both parties may review and amend the Contract / Project Duration and decide whether or not to renew. This Contract / Project Duration may be terminated by either party with a full 30 day written notice. All payments will be due and all work will be submitted upon the termination of Contract / Project Duration.
If after project commencement client communication (face-to-face, telephone, or email) stops for a period of 180 days, the project can be cancelled, in writing by the designer, and ownership of all copyrights shall be retained by the designer. A cancellation fee for work completed shall be paid by the client, with the fee based on the stage of project completion. The fee will not exceed 100 percent of the total project cost.