Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity) and FlowState UX ("Company," "we," "us," or "our"), concerning your access to and use of our design services, website, and any related media, channels, mobile applications, or other services provided by us (collectively, the "Services").

By accessing or using our Services, you agree that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Services and you must discontinue use immediately.

FlowState UX provides user experience (UX) design, user interface (UI) design, product design, design system development, and related digital design services to businesses and organizations. Our Services include but are not limited to:

• UX Strategy and Research — User research, competitive analysis, information architecture, and user journey mapping
• UI Design — Visual interface design, responsive layouts, component design, and brand-aligned aesthetics
• Wireframing and Prototyping — Low to high-fidelity wireframes, interactive prototypes, and usability testing
• Design Systems — Component libraries, style guides, design tokens, and comprehensive documentation
• Product Design Support — End-to-end design partnership, developer handoff, quality assurance, and post-launch optimization

The specific scope, deliverables, timeline, and pricing for each project will be outlined in a separate Statement of Work (SOW) or project proposal, which shall be incorporated into and governed by these Terms.

3.1 Project Initiation

All projects begin with a discovery consultation where we discuss your business objectives, user needs, technical requirements, and project scope. Following this consultation, we will provide a detailed proposal including project scope, timeline, deliverables, and pricing.

3.2 Statement of Work

Upon acceptance of our proposal, we will create a Statement of Work (SOW) that outlines the specific details of the engagement. The SOW will include:

• Detailed project scope and objectives
• Specific deliverables and milestones
• Project timeline and key dates
• Payment terms and total project cost
• Roles and responsibilities of both parties
• Revision policy and limitations
• Intellectual property agreements

3.3 Client Responsibilities

For successful project completion, clients are responsible for:

• Providing timely feedback within agreed-upon timeframes (typically 3–5 business days)
• Supplying necessary materials including brand assets, content, existing research, and technical specifications
• Ensuring availability of key stakeholders for meetings and approvals
• Making timely payments according to the agreed schedule
• Providing clear, consolidated feedback from all stakeholders

4.1 Pricing Structure

Our Services are priced on a project basis, determined by scope, complexity, and estimated time required. All fees will be clearly outlined in the project proposal and SOW before work begins.

4.2 Payment Schedule

Standard payment terms for projects are structured as follows:

• 50% deposit upon SOW signing to initiate the project
• 25% payment upon completion of mid-project milestone
• 25% final payment upon project completion and delivery of final files

For larger projects (exceeding $50,000), custom payment schedules may be arranged and will be detailed in the SOW.

4.3 Late Payments

Payments not received within 15 days of the invoice date will be considered late. Late payments may result in project work being paused, late fees of 1.5% per month, and potential legal action to collect outstanding debts.

5.1 Client-Provided Materials

You retain all rights to any materials, content, trademarks, or intellectual property you provide to us. By providing these materials, you grant us a non-exclusive license to use them solely for the purpose of completing your project.

5.2 Work Product Ownership

Upon receipt of final payment, you will own the final deliverables created specifically for your project as outlined in the SOW. This ownership includes final design files, custom graphics, design system components, and project-specific research findings.

5.3 Portfolio Rights

We warrant that we will perform Services with professional skill and care consistent with industry standards, and that final deliverables will substantially conform to the specifications outlined in the approved SOW.

Our total liability for any claims arising from or related to our Services shall not exceed the total amount paid by you for the specific project giving rise to the claim.

You may terminate the project at any time by providing written notice. Upon termination:

• You will be billed for all work completed up to the termination date
• All payments made are non-refundable
• A termination fee of 25% of remaining unbilled project value may apply

We reserve the right to terminate the project if payment is more than 30 days overdue, you breach any material term of these Terms, or you fail to provide necessary materials or feedback for more than 60 days.

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky and the United States. These Terms, together with any SOW and project proposals, constitute the entire agreement between you and FlowState UX regarding the Services.

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.