Terms of
Service

Please read these Terms of Service carefully before engaging Orbit Interface for any design or advisory services. By initiating a project, submitting a brief, or making a payment, you agree to be bound by the terms set forth below.

Parties and Scope of Agreement

These Terms of Service ("Agreement") constitute a legally binding contract between the client ("Client," "you," or "your") and Orbit Interface ("Company," "we," "us," or "our"), a design and advisory service provider operating from 209 St Clair St, Frankfort, KY 40601. This Agreement governs all engagements, projects, proposals, and communications between the parties.

By requesting services from Orbit Interface, submitting project materials, executing a project proposal, or making any form of payment, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree with any portion of these Terms, you must not engage our services.

These Terms apply to all UX/UI design and advisory services offered by Orbit Interface, including but not limited to User Flow Structuring, Interface Visual Layout Design, Cross-Device Experience Optimization, and Design System Organization.

Description of Services

Orbit Interface provides professional UX/UI web interface design services of an advisory and design-consultative nature. Our scope of work includes the following service categories:

• User Flow Structuring: Designing the logic of user movement through web interfaces, creating navigation schemas, page hierarchies, and optimizing interaction sequences.
• Interface Visual Layout Design: Developing visual mockups of web pages, creating UI components and screen elements, and preparing adaptive interface concepts.
• Cross-Device Experience Optimization: Adapting interface designs for mobile and tablet environments, providing recommendations for readability and accessibility improvements, and ensuring visual consistency across device types.
• Design System Organization: Structuring visual element libraries, preparing style guides and UI rule documentation, and creating unified interface component templates.

Service Limitations. All services provided by Orbit Interface are strictly design and advisory in nature. Our scope of work expressly does not include software engineering, application development, back-end programming, database management, hosting services, payment processing integration, system administration, or ongoing management of client platforms, systems, or accounts. Any work beyond the defined design scope requires a separate written agreement.

Deliverables consist of design files, mockups, flow diagrams, documentation, and related design assets as specified in the project proposal. Orbit Interface does not guarantee specific business outcomes, user metrics, or conversion rates resulting from the implementation of our design work.

Project Initiation and Proposals

A project engagement begins only upon the Client's written acceptance of a formal project proposal issued by Orbit Interface and receipt of any required deposit payment. A verbal agreement, email exchange, or preliminary discussion does not constitute a binding project commitment on behalf of Orbit Interface.

Each project proposal will specify the agreed scope of work, deliverables, timeline, pricing, payment schedule, and any specific terms applicable to that engagement. In the event of any conflict between a specific project proposal and these general Terms of Service, the terms of the specific proposal shall govern with respect to that engagement only.

Orbit Interface reserves the right to decline any project engagement at its discretion, including but not limited to projects that conflict with our values, present legal risks, or fall outside our service capabilities.

Changes to Scope. Any modifications to the agreed project scope must be requested in writing by the Client and are subject to approval by Orbit Interface. Approved scope changes may result in adjustments to the project timeline and pricing. Work on scope additions will not commence until a written amendment to the proposal has been agreed upon and any additional fees have been arranged.

Pricing and Payment Terms

Service fees are established on a per-project basis as outlined in each individual project proposal. Orbit Interface does not guarantee pricing consistency between separate engagements. All prices are denominated in United States Dollars (USD) and are exclusive of any applicable taxes, unless expressly stated otherwise.

Payment Schedule. Unless otherwise specified in the project proposal, the following standard payment schedule applies:

1. A non-refundable deposit of fifty percent (50%) of the total project fee is due upon proposal acceptance and prior to commencement of any work.
2. The remaining fifty percent (50%) balance is due upon delivery of final project files, or as otherwise specified in the project proposal.

Late Payments. Invoices not paid within fourteen (14) days of the due date are subject to a late fee of one and one-half percent (1.5%) per month on the outstanding balance. Orbit Interface reserves the right to suspend work on any active project during periods of payment delinquency without liability for delays resulting therefrom.

Taxes. The Client is solely responsible for all applicable taxes, duties, or levies imposed on the services received under this Agreement, including any sales or use taxes that may be required under applicable law.

Client Responsibilities and Cooperation

The successful delivery of design services depends substantially on the Client's active cooperation and timely provision of required materials and feedback. The Client agrees to fulfill the following obligations throughout the project engagement:

• Provide all necessary content, copy, brand assets, reference materials, and technical specifications within the timelines outlined in the project proposal.
• Designate a single authorized point of contact responsible for project communications and approval decisions.
• Provide written feedback on design deliverables within the review periods specified in the proposal, or within five (5) business days if no period is specified.
• Ensure that all materials provided to Orbit Interface are legally owned by the Client or that the Client has secured all necessary rights and licenses for their use.
• Promptly communicate any changes to project requirements, business context, or stakeholder approvals that may affect the design scope.

Orbit Interface shall not be held liable for project delays, quality issues, or failure to deliver on agreed timelines that arise directly from the Client's failure to meet the responsibilities outlined in this section. If project delays result from Client inaction and the project is suspended for more than sixty (60) days, Orbit Interface reserves the right to close the project, retain deposits, and require re-initiation under a new proposal.

Intellectual Property and Ownership

Client Ownership of Final Deliverables. Upon receipt of full payment for all amounts due under the project engagement, Orbit Interface assigns to the Client all intellectual property rights in the final approved project deliverables, including copyright in original visual designs, layout compositions, and design system documentation created specifically for the Client's project.

Reservation of Rights in Working Materials. Orbit Interface retains all intellectual property rights in preliminary concepts, exploratory sketches, rejected design directions, working files, proprietary methodologies, design processes, and any pre-existing design elements, tools, templates, or frameworks that Orbit Interface incorporates into or uses in connection with the project but which were not created specifically for the Client. These reserved materials are not transferred to the Client and may be reused by Orbit Interface in other engagements.

Portfolio Usage. Unless the Client requests otherwise in writing prior to project completion, Orbit Interface reserves the right to display images of the final project deliverables in our portfolio, case studies, presentations, and promotional materials. The Client may submit a written request to restrict portfolio usage prior to or within thirty (30) days after project completion.

Client Warranties. The Client represents and warrants that all materials, content, trademarks, and assets provided to Orbit Interface do not infringe upon the intellectual property rights of any third party. The Client agrees to indemnify and hold harmless Orbit Interface against any claims arising from the Client's breach of this warranty.

Confidentiality

Both parties acknowledge that in the course of a project engagement, each may receive or have access to confidential information belonging to the other party, including but not limited to business strategies, product plans, user data, financial information, and proprietary technical materials. Each party agrees to maintain the confidentiality of the other's confidential information and not to disclose it to third parties without prior written consent, except as required by applicable law.

This confidentiality obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's confidential information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party reasonable advance written notice.

The confidentiality obligations under this section shall survive the termination or expiration of the project engagement for a period of three (3) years.

Revisions and Approval Process

Each project engagement includes a defined number of revision rounds as specified in the project proposal. A revision round is defined as a consolidated set of written feedback submitted by the Client's designated point of contact in response to a complete design deliverable. Separate, incremental feedback sessions do not constitute a single revision round.

Additional revision rounds beyond those included in the proposal are available and will be billed at the hourly rate specified in the proposal, or at Orbit Interface's then-current standard hourly rate if no such rate was specified. Additional revision work will be invoiced separately and is due within fourteen (14) days of invoice.

Approval and Sign-Off. Written approval of a deliverable by the Client's designated contact constitutes final sign-off on that deliverable. Requests for revisions to approved deliverables will be treated as new scope additions and are subject to additional fees. Orbit Interface is not responsible for design decisions made based on inaccurate or incomplete information provided during the review process.

Limitation of Liability

To the fullest extent permitted by applicable law, Orbit Interface's total aggregate liability to the Client arising out of or in connection with any project engagement, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the Client to Orbit Interface for the specific project giving rise to the claim during the twelve (12) months preceding the claim.

In no event shall Orbit Interface be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of business, loss of revenue, loss of data, loss of goodwill, or cost of substitute services, even if Orbit Interface has been advised of the possibility of such damages.

Orbit Interface makes no warranty that the design deliverables will achieve specific business outcomes, improve user metrics, or meet any performance benchmarks. The implementation of design recommendations is solely the responsibility of the Client and any technical vendors engaged by the Client.

Termination

Termination by Client. The Client may terminate a project engagement at any time by providing written notice to Orbit Interface. Upon termination, the Client shall pay for all work completed up to the date of termination notice. The initial deposit is non-refundable. If work completed at the time of termination exceeds the deposit amount, the Client shall be invoiced for the difference, payable within fourteen (14) days. Partially completed deliverables will be provided to the Client upon receipt of payment for work completed.

Termination by Orbit Interface. Orbit Interface reserves the right to terminate a project engagement with written notice if: (a) the Client fails to make required payments within fourteen (14) days of the due date; (b) the Client materially breaches any provision of this Agreement and fails to cure such breach within seven (7) days after receiving written notice; (c) the Client's conduct becomes abusive, threatening, or otherwise unacceptable to Orbit Interface personnel; or (d) Orbit Interface determines in good faith that it is unable to complete the project due to circumstances beyond its reasonable control.

Upon termination by Orbit Interface for cause, Orbit Interface shall refund any portion of prepaid fees not yet earned, less deductions for work completed and any applicable expenses incurred.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law provisions. Any disputes arising under or in connection with this Agreement that cannot be resolved through good-faith negotiation between the parties shall be subject to the exclusive jurisdiction of the state and federal courts located in Franklin County, Kentucky.

Prior to initiating any formal legal proceedings, the parties agree to engage in a good-faith mediation process lasting no less than thirty (30) days. Each party shall bear its own costs in connection with any mediation or dispute resolution process.

Amendments and Entire Agreement

Orbit Interface reserves the right to update or modify these Terms of Service at any time. Changes will be posted on our website and become effective upon posting. Continued engagement with Orbit Interface's services following such posting constitutes acceptance of the revised Terms. It is the Client's responsibility to review these Terms periodically.

These Terms of Service, together with any applicable project proposal, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, representations, and warranties between the parties relating thereto.

If any provision of this Agreement is found to be invalid or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

Force Majeure

Orbit Interface shall not be held in breach of this Agreement or liable to the Client for any delay or failure to perform obligations hereunder to the extent that such delay or failure is caused by circumstances beyond Orbit Interface's reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, labor disputes, internet or telecommunications outages, or governmental actions. In such circumstances, the affected obligation will be suspended for the duration of the force majeure event, and the timeline of the project engagement will be extended accordingly.