Terms of Service
The following terms and conditions apply to all products and services provided by Morphosis Holdings Co., Ltd. (henceforth known as “Morphosis”) and described in this document unless otherwise agreed in the proposal with the Client.
Fees. In consideration of the Services to be performed by Morphosis, Client shall pay to Morphosis fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value-added taxes, even if calculated or assessed subsequent to the payment schedule.
Expenses. Client shall pay Morphosis’ expenses incurred in connection with the Agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, computer expenses, parking fees, and tolls, and taxis at cost plus Morphosis’ standard markup of twenty percent (20%); and (b) travel expenses including transportation, meals, and lodging, incurred by Morphosis with Client’s prior approval.
Additional Costs. Project pricing includes Morphosis’ fee only. Any and all outside costs including, but not limited to, equipment rental, icon licenses, illustrations from a third-party designer, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, online access or hosting fees, SSL certificates, domain registration, software licenses, service licenses, third party developer cost, and fees, will be billed to Client unless specifically otherwise provided for in the Proposal.
Hosting Fees. If the Client has not provided hosting details for the software it is optional Morphosis can handle the hosting of the web site and software until the Client has made the web hosting accessible. In the case of Morphosis hosting the software, each web server, database server, load balancer, and any other web hosting solutions required will be added to the Client’s next billing cycle. It is expected at project handover the hosting will be transferred to the Client’s own hosting.
Invoices. All invoices are payable within fifteen (15) days of receipt unless stated otherwise in the proposal. A service charge of three (3) percent is payable on all overdue balances. The client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Morphosis reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under the Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.
Deposit fees (if applicable) are due immediately upon signing the proposal/agreement with the Client. Deposit fees are non-refundable.
Scope Changes and Change request policy
Minor changes. Unless otherwise agreed or provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at our Regular rate of 2,000 THB/Hour (hereafter referred to as the “Regular Hourly Rate”). Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Morphosis may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
Major changes. If a Client requests any change in features, design or development that is in excess of 16 hours (2 man-days) of resource usage, this requires a signed Change Request Document that clearly defines the changes in scope and the estimated timeline, its effect on milestones,, resource spending and approved budget following the CR (Change Request) process.
Timing. Morphosis will prioritize the performance of the Services as may be necessary or as identified in the Proposal and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. The client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Morphosis. Morphosis shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Morphosis’ ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition, or Morphosis’ obligations under the Agreement.
Review and acceptance. Morphosis will exercise commercially reasonable efforts to review Deliverables and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Morphosis, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction, or change or amendment, and Morphosis will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes, or amendments shall be subject to the terms and conditions of the Agreement. In the absence of such notice from the Client, the Deliverable shall be deemed accepted.
Timeframe. Morphosis will use commercially reasonable efforts to perform the Services within the schedule outlined in the Proposal. Morphosis’ delivery time frame depends upon the Client’s prompt response to any questions or requests for Client materials.
Morphosis Agents. Morphosis may hire a third party, designers, developers, or service providers (“Morphosis Agents”) as independent contractors. Morphosis is responsible for Morphosis Agents’ compliance with this Agreement.
Testing & Acceptance. Morphosis shall use commercially reasonable efforts to test Deliverables before providing them to the Client.
Browsers testing. If the project includes XHTML or HTML markup and CSS templates, Morphosis will use HTML5 markup and CSS3 for styling. Morphosis will test the markup and CSS in current versions of Safari, Chrome, Firefox, and Internet Explorer. Morphosis will not test websites in older browsers unless specifically identified in the Proposal.
Wireframing. Wireframing is not meant to be a user-interface design but is a high-level feature design and there is to be no focus on brand or identity at this time, only functionality. Morphosis uses Balsamiq to low-fidelity wireframe designs and once the functionality on these UX-designs is signed off by the client before they are developed into high-fidelity designs in Sketch to better aid the User Interface designers.
User Interface. User-interface (UI) design is based on the High-Fidelity wireframes designs in Sketch and the BrandCI and other information gathered in the research and planning phases by the design team. User-interface design is delivered Invision to be approved by the client and the client is allowed 3 revisions within the scope of work in the original contract. Additional revisions require additional time and require an additional quotation. If the client does not deliver the BrandCI or other material within agreed timeframes (or makes changes to the BrandCI or other material) mid-process, this will heavily impact the design time and will be billed accordingly.
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) Coordination of any decision-making with parties other than the Morphosis; (b) Provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; (c) Final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors, and (d) The Client shall promptly review all deliverables, and must notify Morphosis of any failure to conform to the Statement of Work or Proposal within 5 business days of receipt. If Morphosis does not receive a timely notification, the Deliverable will be deemed accepted. The Client’s notification must clearly identify the problems with the Deliverable.
When the Client signs a proposal with Morphosis, they are reserving and booking a designer’s or developer’s time from Morphosis. Morphosis reserves this time and resource(s) in their systems and bill for this time. If a project is being delayed due to the Client’s negligence, a written notice will be sent to the Client by email and if the Client does not remedy the situation within five (5) days of receipt, morphosis will charge at their Regular Rates to compensate for the extra time caused by that delay.
Morphosis uses its own internal processes and tools. The Client can request to use different processes and/or tools but this may disrupt Morphosis’ standardized workflows and additional charges based on our Regular Rates may apply in that case. Examples of these changes are, but not limited to, change of design review system (standard is Invisionapp), change of communication platform (standard is Slack), change of design tool (standard is Sketch).
Accreditation and Promotion
Morphosis retains the right to reproduce, publish and display the Deliverables in Morphosis’ portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
In the case that Morphosis signed a Non-Disclosure Agreement (NDA) with the Client, Morphosis will wait until the end of the nondisclosure period or until the client made the project publicly known to the public before displaying project in a portfolio, website or other media.
Each party acknowledges that in connection with the Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Agreement except as may be required by a court or governmental authority. Notwithstanding the foregoing,
Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.
Relationship of the parties
Independent Contractor. Morphosis is an independent contractor, not an employee of Client or any company affiliated with Client. Morphosis shall provide the Services under the general direction of Client, but Morphosis shall determine, in Morphosis’s sole discretion, the manner and means by which the Services are accomplished. the Agreement does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in the Agreement. Morphosis and the work product or Deliverables prepared by Morphosis shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of the Agreement.
Agents. Morphosis shall be permitted to engage and/or use third party designers, developers, or other service providers as independent contractors in connection with the Services. Notwithstanding, Morphosis shall remain fully responsible for such Agents’ compliance with the various terms and conditions of the Agreement.
No Exclusivity. The parties expressly acknowledge that the Agreement does not create an exclusive relationship between the parties. The client is free to engage others to perform services of the same or similar nature to those provided by Morphosis, and Morphosis shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by Morphosis.
Intellectual property provisions
Preliminary works. Morphosis retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Morphosis within thirty (30) days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Morphosis.
Third-party materials and services. All Third Party Materials and Services are the exclusive property of their respective owners. Morphosis shall inform Client of all Third Party Materials and Services that may be required to perform the Services or otherwise integrated into the Final Deliverables. Under such circumstances, Morphosis shall inform the Client of any need to license, at Client’s expense, the Third Party Materials, and Services consistent with the usage rights granted herein. In the event the Client fails to properly secure or otherwise arrange for any necessary licenses, Client hereby indemnifies, saves and holds harmless Morphosis from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action arising out of the Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions.
Final deliverables. Upon completion of the Services, and expressly subject to full payment of all fees, costs and expenses due, Morphosis hereby assigns to Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Final Deliverables. Morphosis also agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.
Warranties and representations
By Client. Client represents, warrants, and covenants to Morphosis that (a) Client owns all right, title, and interest in, or otherwise has full rights and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements that govern the use of Third-Party Materials and Services, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
By Morphosis. (a) Morphosis hereby represents, warrants, and covenants to Client that Morphosis will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) Morphosis further represents, warrants, and covenants to Client that (i) except for Third Party Materials and Services and Client Content, the Final Deliverables shall be the original work of Morphosis and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Morphosis, Morphosis shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Morphosis to grant the intellectual property rights provided in the Agreement, and (iii) to the best of Morphosis’s knowledge, the Final Deliverables provided by Morphosis and Morphosis’s subcontractors do not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Morphosis shall be void. (c) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN the Agreement, Morphosis MAKES NO WARRANTIES WHATSOEVER. Morphosis EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS.
Additional warranties and representations
Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Morphosis represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of the Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content or any third party after delivery by Morphosis, or the interaction of Final Deliverables with third-party applications such as Web browsers other than those specified in the Proposal. The parties acknowledge that the Client’s sole remedy and Morphosis’s sole liability for a breach of this section is the obligation of Morphosis to correct any Deficiency identified within the Warranty Period.
Final Artwork. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Morphosis represents and warrants that, to the best of Morphosis’s knowledge, the Final Artwork do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.
Support Services. Unless otherwise stated in the Proposal or a separate SLA, this Agreement does not cover ongoing enhancements or other services outside the scope and schedule of the Project. An SLA is available on request and as part of a wholly separate and monthly retainer-based maintenance contract.
Training. If included in the proposal, training will be conducted remotely using a screen sharing software. If agreed by both parties, the Client can be trained onsite. The client agrees to pay actual costs of traveling to a Client location, including but not limited to transportation, lodging, and food expenses.
Working hours and location. Morphosis’ employees work from 9:30 am to 5:30 pm (GMT +7:00) at Morphosis’ main offices in FMA Building, 6-7th Floor, 8/4 Convent Road, Silom, Bangrak, 10500 Bangkok.
Meetings. Unless otherwise agreed in the Proposal, face-to-face meetings with the client will be held a maximum of once a week at Morphosis’ Main Offices. If the Client requires additional weekly meetings or status updated, additional charges may apply at our Regular Hourly Rate.
Indemnification and Liability
By Client. The Client agrees to indemnify, save, and hold harmless Morphosis from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third-party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under the Agreement. Under such circumstances Morphosis shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Morphosis provides Client with commercially reasonable assistance, information, and authority necessary to perform Client’s obligations under this section. The client will reimburse the reasonable out-of-pocket expenses incurred by Morphosis in providing such assistance.
By Morphosis. Subject to the terms, conditions, express representations and warranties provided in the Agreement, Morphosis agrees to indemnify, save, and hold harmless Client from any and all damages, liabilities, costs, losses, or expenses arising out of any finding of fact that is inconsistent with Morphosis’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses, or expenses arising directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies Morphosis in writing of the claim; (b) Morphosis shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Morphosis with the assistance, information, and authority necessary to perform Morphosis’s obligations under this section. Notwithstanding the foregoing, Morphosis shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Morphosis.
Limitation of liability. THE SERVICES AND THE WORK PRODUCT OF Morphosis ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF Morphosis, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES (“Morphosis PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT IT HAS RECEIVED FROM CLIENT AS PAYMENT FOR ITS SERVICES. IN NO EVENT SHALL Morphosis BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY Morphosis, EVEN IF Morphosis HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Six-Month Non-Solicit. During the term of this Agreement, and for a period of 6 months after its expiration, Client shall not Solicit any of Morphosis’ employees or Development Agents (collectively, “Morphosis Employee”). “Solicit” is defined to include: solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other basis.
Agency Commission. In the event of such Solicitation, Client shall pay Morphosis an agency commission of 25% of the Morphosis Employee’s starting salary with Client, or if hired as a contractor, 25% of the total contract fees paid to Morphosis Employee during the first year following the Solicitation.
Term and termination
Term. This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
Termination for Cause. Either party may terminate this agreement at any time, on fifteen (15) days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that fifteen (15) days period.
If the CLIENT fails to reply to Morphosis emails concerning the request for feedback or for permission to continue completing the project within thirty (30) days, Morphosis has the right to permanently cease work on the CLIENT’s project or to apply a 20% penalty fee to the total cost of the project. In the event of termination, Morphosis shall be compensated for all work completed up to the date of termination, including expenses, at Morphosis’ Regular Hourly Rate unless otherwise agreed upon.
Termination by Mutual Agreement. This agreement may be terminated by the mutual agreement of the parties.
Termination for Convenience. Either party may terminate this agreement at any time and for any reason on thirty (30) days prior written notice to the other party. If the Client terminates the Agreement under this section, Morphosis shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
Termination Fees. In the event of termination, the Client shall pay Morphosis for the Services performed through the date of termination in the amount of a prorated portion of the fees due. The client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Intellectual Property. If Client terminates and on full payment of compensation, Morphosis grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.
Confidential Information. Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) all rights and obligations regarding Confidential Information shall survive.
Modification/waiver. The Agreement may be modified by the parties. Any modification of the Agreement must be in writing, except that Morphosis’ invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under the Agreement shall not be construed as a waiver of such rights nor shall a waiver be construed as constituting a continuing waiver.
Notice. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested. Notice shall be effective upon receipt, or in the case of fax or email, upon confirmation of receipt.
No assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under the Agreement or permit the same to be transferred, assigned, or encumbered by operation of law or otherwise, without the prior written consent of the other party.
Force Majeure. Morphosis shall not be deemed in breach of the Agreement if Morphosis is unable to complete the Services or any portion thereof by reason of fire, floods, political and/or labor dispute, “act of god(s)” or public enemy, death, illness or incapacity of Morphosis or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Morphosis’ control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, Morphosis shall give notice of its inability to perform or of a delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
Governing law and dispute resolution. the Agreement is governed by the law applicable in the Kingdom of Thailand. Each Party submits to the non-exclusive jurisdiction of the courts of Thailand. In the event of a dispute arising out of the Agreement, the party claiming such a dispute must notify the other Party giving the full details of the dispute. The Parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may refer the dispute to (a) binding expert determination, if the Parties agree at the time the dispute arises to resolve the Dispute by expert determination; or (b) mediation, if the Parties are unable to agree on submitting the dispute to expert determination. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. The Parties will attempt to agree to an appropriate expert or mediator within twenty-eight (28) days after the notification is given (or any longer period agreed between the Parties). If they are unable to agree, the expert or mediator will be a person nominated, at the request of either Party, by the International Chamber of Commerce (“ICC”). The Parties must continue to perform their respective obligations under the Agreement pending the resolution of a dispute.
Severability. Whenever possible, each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Agreement is held invalid or unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of the provisions of the Agreement nor shall such headings otherwise be given any legal effect.
Integration. The Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained and supersedes and merges all prior and contemporaneous agreements, understandings, and discussions between the parties relating to the subject matter of the Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control.
The project. The scope and purpose as described in the Proposal.
Services. All services and the work product to be provided to Client by Morphosis as described and otherwise further defined in the Proposal.
The agreement. The entire content of the Proposal document together with all stipulations designated in this Terms of Service document, together with any exhibits, schedules or attachments hereto.
Client Content. All materials, information, photography, writings, and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
Design Concept. Design concept(s) is the conceptual art of the website or application created by Morphosis with elements completely recreated from scratch and shouldn’t be mistaken from a major revision. A Design Concept is the first phase of designing a new user interface or website and sets the entire look and feel of the website or application.
Look and Feel. In software design, look and feel is a term used in respect of a graphical user interface and comprises aspects of its design, including elements such as colors, shapes, layout, and typefaces (the “look”), as well as the behavior of dynamic elements such as buttons, boxes, and menus (the “feel”).
Minor revisions. Minor Revision includes navigation name changes, font styles, text changes, simple color changes, alteration of plain background or borders, replacement of new graphics already made available, and re-sized by the CLIENT.
Major revisions. Major Revision includes changes in major design elements, such as changes of the entire color palette, complex background and complex borders, main character elements and custom graphics that shall be created from scratch, changes in the navigational structure, elements that shall affect the slicing of graphics and overall look and feel of the website and those changes that shall affect the structure of the database or other backend programs already integrated in the Final Artwork.
Deliverables. The services and work product specified in the Statement of Work to be delivered by Morphosis to Client, in the form and media specified in the Proposal.
Final Deliverables. Final Deliverables means the final versions of Deliverables provided by Morphosis and accepted by Client.
Copyrights. Means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Thai law.
Preliminary Works. All works including, but not limited to, concepts, prototypes, proofs of concept, sketches, or other alternate or preliminary code and documents developed by Morphosis and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Deliverables.
Final Artwork (FA)
A website or application design is considered a Final Artwork once everything is in place; this includes all required sections of the website or application, the navigation, and states, and all PSD files or original Fireworks files have been delivered to CLIENT.
Third-Party Materials and Services. Proprietary third party materials or services which are incorporated into the Final Deliverables, including, but not limited to, stock photography, illustration, icons, fonts, etc.
Trademarks. Tradenames, words, symbols, designs, logos, or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
CMS. A content management system (CMS) is a computer application that allows publishing, editing and modifying content, organizing, deleting as well as maintenance from a central interface.
Multi-Lingual. A product or service supporting several languages.
Scrum / Agile. Relating to or denoting a method of project management, used especially for software development, is characterized by the division of tasks into short phases of work and frequent reassessment and adaptation of plans.
HTML.. Hypertext Markup Language, a standardized system for tagging text files to achieve font, color, graphic, and hyperlink effects on World Wide Web pages.
CSS. Hypertext Markup Language, a standardized system for tagging text files to achieve font, color, graphic, and hyperlink effects on World Wide Web pages.
SSL. Secure Sockets Layer (SSL) is a standard security technology for establishing an encrypted link between a server and a client—typically a web server (website) and a browser.
TLS. Transport Layer Security (TLS) is a protocol that ensures privacy between communicating applications and their users on the Internet. When a server and client communicate, TLS ensures that no third party may eavesdrop or tamper with any message. TLS is the successor to the Secure Sockets Layer (SSL).
Subdomain. An Internet domain which is part of a primary domain.
Optimization. In computer science, program optimization or software optimization is the process of modifying a software system to make some aspect of it work more efficiently or use fewer resources. In general, a computer program may be optimized so that it executes more rapidly, or is capable of operating with less memory storage or other resources, or draw less power.
API. In computer science, an Application Programming Interface (API) is a generic term used to designate direct module interfaces to (server) applications such as a payment gateway.
Ping rate. Query (another computer on a network) to determine whether there is a connection to it and the speed between the two computers.
Database Schema (DB Schema). A database schema is a way to logically group objects such as tables, views, stored procedures, etc. Think of a schema as a container of objects. You can assign a user login permissions to a single schema so that the user can only access the objects they are authorized to access.
SLA A service-level agreement (SLA) is a commitment between a service provider and a client to provide continued support and maintenance.
Intellectual Property (IP) Work(s) that is the result of creativity, such as a design or code, to which Client or Morphosis has rights and for which one may apply for a patent, copyright, trademark, etc.
Governing Law and Dispute Resolution
These terms and conditions are governed in all respects by the laws of the Kingdom of Thailand and any action or dispute arising under them or in any way connected with the holiday or tour package shall be referred to the competent court of jurisdiction in the Kingdom of Thailand.