Terms of Service
Please read these terms carefully before using our services. By accessing or using Blue9's services, you agree to be bound by these terms.
Table of Contents
Agreement to Terms
Welcome to Blue9 Digital Studio. These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "Client," "you," or "your") and Blue9 Digital Studio ("Blue9," "Company," "we," "us," or "our") governing your access to and use of our website, services, and any related applications.
By accessing our website at blue9.org, engaging our services, or clicking "I Agree" to these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.
Important Notice
These Terms contain provisions that limit our liability and require you to resolve disputes through arbitration. Please read these provisions carefully before agreeing to these Terms.
Eligibility
To use our services, you must:
- Be at least 18 years of age or the legal age of majority in your jurisdiction
- Have the legal capacity to enter into binding contracts
- Not be prohibited from using our services under applicable laws
- If acting on behalf of an organization, have the authority to bind that organization to these Terms
Services Description
Blue9 Digital Studio provides professional software development, design, and digital consulting services. Our service offerings include but are not limited to:
Software Development
- • Custom web applications
- • Mobile app development
- • E-commerce platforms
- • SaaS solutions
- • API development & integration
Cloud & DevOps
- • Cloud architecture design
- • AWS/GCP deployment
- • CI/CD pipeline setup
- • Infrastructure automation
- • Performance optimization
AI & Automation
- • AI chatbot development
- • Workflow automation
- • Machine learning integration
- • Data analytics solutions
- • Intelligent process automation
Design Services
- • UI/UX design
- • Brand identity design
- • Prototyping & wireframing
- • Design systems
- • Marketing materials
Service Modifications
We reserve the right to modify, suspend, or discontinue any part of our services at any time. We will provide reasonable notice of any significant changes that may affect ongoing projects. Such modifications will not materially reduce the scope of services for active projects without client consent.
Client Responsibilities
As a client of Blue9, you agree to fulfill certain responsibilities to ensure the successful delivery of our services:
Project Information
- • Provide accurate and complete project requirements and specifications
- • Supply all necessary content, assets, and materials in a timely manner
- • Respond to requests for information, feedback, and approvals promptly
- • Designate a primary point of contact for project communications
Legal Compliance
- • Ensure all provided content does not infringe on third-party rights
- • Obtain necessary licenses for any third-party materials
- • Comply with all applicable laws and regulations in your jurisdiction
- • Not use our services for any illegal or unauthorized purpose
Timeline Cooperation
- • Adhere to agreed-upon review and approval timelines
- • Provide feedback within specified timeframes
- • Notify us promptly of any changes that may affect project scope or timeline
- • Understand that delays in client responsibilities may affect delivery dates
Failure to fulfill these responsibilities may result in project delays, additional costs, or termination of services. We reserve the right to pause work on a project if client responsibilities are not met within reasonable timeframes.
Project Process
Our standard project process is designed to ensure clarity, quality, and successful delivery:
Discovery & Proposal
Initial consultation, requirements gathering, and delivery of a detailed proposal including scope, timeline, and pricing.
Agreement & Kickoff
Contract signing, initial payment, and project kickoff meeting to align on goals, milestones, and communication protocols.
Design & Development
Iterative design and development process with regular updates, demos, and feedback cycles at agreed milestones.
Testing & Review
Comprehensive testing, quality assurance, and client review period with opportunity for revisions within agreed scope.
Launch & Handover
Final deployment, documentation delivery, training if applicable, and project completion with final payment.
Change Requests
Changes to the agreed scope of work after project commencement will be handled through a formal change request process. Such changes may affect the timeline and cost of the project. We will provide a written estimate for any change requests before proceeding.
Payment Terms
Payment terms will be specified in your project proposal or contract. The following general terms apply:
Payment Structure
- • Deposit: 30-50% upfront to commence work
- • Milestones: Progress payments at agreed milestones
- • Final: Remaining balance upon project completion
Accepted Methods
- • Bank transfer (Wire/SWIFT)
- • PayPal
- • Wise (TransferWise)
- • Credit/Debit cards via Stripe
Invoicing & Due Dates
- Invoices are issued according to the payment schedule in your contract
- Payment is due within 14 days of invoice date unless otherwise specified
- All prices are quoted in USD unless otherwise agreed
- Client is responsible for any bank fees or currency conversion costs
Late Payments
If payment is not received within the specified timeframe:
- A late fee of 1.5% per month may be applied to overdue amounts
- Work may be suspended until payment is received
- We reserve the right to withhold deliverables until full payment is made
- Persistent non-payment may result in termination of the agreement
Taxes
All quoted prices are exclusive of taxes unless otherwise stated. Client is responsible for any applicable VAT, sales tax, or other taxes in their jurisdiction. We will provide necessary documentation for tax purposes upon request.
Intellectual Property
Intellectual property rights are an important aspect of our working relationship. The following terms govern IP ownership:
Client-Owned IP
Upon full payment, all custom work created specifically for your project (excluding pre-existing materials and third-party components) is transferred to you. This includes custom designs, code, and content created for your project.
Blue9-Owned IP
We retain ownership of our pre-existing tools, frameworks, libraries, methodologies, and general knowledge developed before or independent of your project. You receive a perpetual, non-exclusive license to use these elements as part of your deliverables.
Third-Party Components
Projects may incorporate open-source software or third-party components. These remain subject to their respective licenses. We will inform you of any significant third-party components and their licensing terms.
Portfolio Rights
We reserve the right to showcase completed work in our portfolio, case studies, and marketing materials unless otherwise agreed in writing. Confidential projects can be excluded from public display upon request.
Pre-Payment IP
Until full payment is received, all intellectual property created during the project remains the property of Blue9. Upon full payment, ownership transfers according to the terms above.
Confidentiality
Both parties agree to maintain the confidentiality of sensitive information shared during the course of our engagement:
Confidential Information Includes
- Business strategies, plans, and financial information
- Technical specifications and proprietary processes
- Customer data and user information
- Trade secrets and competitive intelligence
- Any information marked or identified as confidential
Obligations
We Will
- • Protect your confidential information with reasonable care
- • Only use confidential information for project purposes
- • Limit access to team members who need to know
- • Not disclose to third parties without consent
- • Return or destroy confidential materials upon request
Exceptions
- • Information already publicly available
- • Information independently developed
- • Information received from third parties legally
- • Information required by law to disclose
- • Information approved for release in writing
Duration
Confidentiality obligations survive termination of the agreement and continue for a period of 3 years, or longer for trade secrets as required by applicable law.
NDA
For projects requiring enhanced confidentiality, we are happy to execute a separate Non-Disclosure Agreement (NDA) prior to sharing sensitive information.
Warranties & Disclaimers
Our Warranties
We warrant that:
- Services will be performed in a professional and workmanlike manner
- Deliverables will substantially conform to agreed specifications
- We have the right to provide the services and grant the licenses described
- To our knowledge, deliverables will not infringe third-party IP rights
Warranty Period
We provide a 30-day warranty period after project completion during which we will fix bugs or defects in our deliverables at no additional cost. This warranty covers issues that prevent the deliverables from functioning as specified in the project requirements.
Disclaimers
EXCEPT AS EXPRESSLY PROVIDED ABOVE, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
We do not warrant that services will be uninterrupted, error-free, or completely secure. We are not responsible for third-party services, APIs, or dependencies that may affect your project.
Results and performance metrics mentioned in proposals or discussions are estimates based on our experience and are not guaranteed outcomes.
Warranty Exclusions
The warranty does not cover issues arising from:
- Modifications made by client or third parties
- Misuse or use not in accordance with documentation
- Client-provided content, data, or specifications
- Third-party software, hosting, or services
- Changes in third-party APIs or services
Limitation of Liability
Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUE9'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE CLAIM.
Exclusion of Damages
In no event shall Blue9 be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:
- Loss of profits, revenue, or business opportunities
- Loss of data or data breaches caused by third parties
- Business interruption or downtime
- Cost of substitute services
- Reputational damage
Exceptions
These limitations do not apply to:
- Liability that cannot be limited by applicable law
- Breach of confidentiality obligations
- Gross negligence or willful misconduct
- Intellectual property indemnification obligations
Allocation of Risk
The limitations of liability reflect the allocation of risk between the parties. The fees charged for our services reflect this allocation of risk and the limitations of liability specified in this section.
Indemnification
Client Indemnification
You agree to indemnify, defend, and hold harmless Blue9, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
- Your breach of these Terms
- Your violation of any applicable law or regulation
- Content, materials, or data you provide to us
- Your use of the deliverables in violation of these Terms
- Any third-party claims related to your business operations
Blue9 Indemnification
We will indemnify and defend you against third-party claims alleging that our original deliverables infringe any valid intellectual property right, provided that:
- You promptly notify us of the claim in writing
- You give us sole control of the defense and settlement
- You provide reasonable cooperation and assistance
- The claim does not arise from client-provided materials or modifications
Remedies
If deliverables become subject to an infringement claim, we may at our option:
- Obtain the right for you to continue using the deliverables
- Modify the deliverables to be non-infringing
- Replace the deliverables with non-infringing alternatives
- Refund fees paid for the infringing deliverables
Termination
Termination by Client
You may terminate the engagement at any time by providing written notice. Upon termination:
- You are responsible for payment for all work completed up to termination
- Any deposits or milestone payments for incomplete work are non-refundable
- We will provide you with all completed work and work-in-progress materials
- IP rights transfer only upon full payment for completed work
Termination by Blue9
We may terminate the engagement:
- With 14 days written notice for any reason
- Immediately if you breach these Terms and fail to cure within 10 days of notice
- Immediately if payment is more than 30 days overdue
- Immediately if continuing would violate any law or regulation
Effects of Termination
Upon Termination
- • All outstanding payments become due
- • Client returns all Blue9 confidential information
- • Blue9 returns all client materials and data
- • Access to shared systems is revoked
Surviving Provisions
- • Payment obligations
- • Intellectual property provisions
- • Confidentiality obligations
- • Limitation of liability
- • Indemnification obligations
Project Cancellation Fee
For projects cancelled after kickoff but before completion, a cancellation fee may apply based on work completed and resources allocated. This will be detailed in your specific project contract.
Dispute Resolution
We believe in resolving disputes amicably and efficiently. The following process applies:
Step 1: Direct Negotiation
Parties will first attempt to resolve disputes through good-faith direct negotiation. Either party may initiate this by providing written notice of the dispute.
Step 2: Mediation
If direct negotiation fails within 30 days, parties agree to attempt mediation with a mutually agreed mediator before pursuing arbitration or litigation.
Step 3: Arbitration
Unresolved disputes will be settled by binding arbitration. Arbitration will be conducted in accordance with applicable arbitration rules, with proceedings held in Dhaka, Bangladesh or via video conference.
Governing Law
These Terms shall be governed by and construed in accordance with the laws of Bangladesh, without regard to conflict of law principles. For international clients, the UN Convention on Contracts for the International Sale of Goods does not apply.
Class Action Waiver
You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in class actions against Blue9.
Injunctive Relief
Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
General Provisions
Entire Agreement
These Terms, along with any project proposals and contracts, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
Waiver
No waiver of any term shall be deemed a further or continuing waiver. Our failure to enforce any right shall not constitute a waiver of that right.
Assignment
You may not assign these Terms without our prior written consent. We may assign our rights and obligations to any successor or affiliate.
Force Majeure
Neither party shall be liable for delays caused by circumstances beyond reasonable control, including natural disasters, war, pandemic, or government actions.
Independent Contractor
Blue9 is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.
Notices
All notices must be in writing and sent to the email addresses on record. Notices are effective upon confirmed receipt.
Headings
Section headings are for convenience only and do not affect the interpretation of these Terms.
Modifications
We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website unless otherwise specified.
How We Notify You
- Updating the "Effective Date" at the top of these Terms
- Posting a notice on our website for significant changes
- Sending email notification to active clients for material changes
- Requiring acceptance of updated Terms for continued service
Your Options
If you disagree with any changes to these Terms:
- You may terminate ongoing services according to the termination provisions
- For active projects, existing Terms will apply until project completion
- Continued use of our services after changes indicates acceptance
Version History
We encourage you to review these Terms periodically to stay informed about your rights and obligations when using our services.
Contact Information
If you have any questions about these Terms of Service or need to contact us regarding legal matters, please reach out:
Legal Department
legal@blue9.org
For legal and contract inquiries
General Contact
contact@blue9.org
For general inquiries
Registered Address
Blue9 Digital Studio
Dhaka, Bangladesh
Acceptance of Terms
By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are entering into these Terms on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.
Thank you for choosing Blue9 Digital Studio. We look forward to working with you and building something amazing together.