Terms of Service

Name

MidnightUX is a trading name, not a registered company. Your contract is with founder one, full legal name and founder two, full legal name, trading as MidnightUX, who are jointly and personally responsible for it until a company is registered and you are told otherwise in writing.

Based in

Bangladesh

Email

hello@midnightux.com

In these Terms, “we”, “us” and “our” mean MidnightUX. “You” and “your” mean the organisation engaging us, or browsing this site.

These Terms govern this website and every design and development project we take on. Please read Warranties and liability, and Governing law and disputes, carefully. They limit our liability and affect how disputes are resolved.

By using this website, booking a call, accepting a proposal, or paying an invoice, you agree to these Terms.

Where we issue a written Proposal, Quote or Statement of Work for a specific project, that document and these Terms form the whole agreement between us. If they conflict, the order of precedence is:

1. A signed agreement between us, if there is one.
2. The Proposal, Quote or Statement of Work.
3. These Terms.
4. Any Data Processing Agreement, which prevails over all of the above on data protection matters only.

Nothing said in a call, an email or a chat message varies these Terms unless we confirm it in writing and both of us agree.

If you are entering into this agreement on behalf of an organisation, you confirm that you have authority to bind that organisation.

This website is provided for information about our services. You may browse it and contact us. You may not:

• Copy, scrape, mirror or republish its content, design or code, except for ordinary browser caching and personal reference.
• Attempt to gain unauthorised access to it or any connected system.
• Use it to send unsolicited communications, malware, or anything unlawful.
• Interfere with its operation, or place unreasonable load on it.
• Use automated tools to harvest contact details from it.

All content on this website, including the design, layout, code, illustrations, photographs, copy and the MidnightUX name and logo, is owned by us or licensed to us and is protected by intellectual property law.

Case studies and testimonials on this site describe work we have done. Nothing on this site is a guarantee of a particular result for you.

We provide, depending on what you engage us for:

• User interface and website design.
• WordPress website design and build.
• React and Next.js website and application build.
• Full-stack development, including databases and server-side functionality.
• Integration of third-party services and AI features.
• Basic on-page search engine optimisation and performance work.

Our two standard packages

Landing Page, $399 one time

A single conversion-focused page: design, responsive build, contact form, basic SEO and speed optimisation, and two rounds of revisions.

Complete Website, $699 one time

Everything in the Landing Page, including two rounds of revisions, plus the additional pages your business needs, for one flat price with no monthly fees.

Anything not listed in your Proposal is out of scope.

Not included in either package unless your Proposal says otherwise: domain registration, hosting fees, paid plugins, premium fonts, stock photography licences, paid third-party API usage, copywriting beyond light editing of what you supply, logo or brand identity design, ongoing maintenance, content updates after handover, email hosting, and translation.

We offer a free first draft design with $0 upfront and no commitment to proceed. This is a genuine offer and we intend to honour it exactly as stated. To keep it workable for both of us, here is precisely how it operates.

What you get

One draft design concept for the project discussed on our call, prepared at our cost, presented to you for review. You are under no obligation to proceed, to pay anything, or to give a reason for declining.

What the free draft is not

• It is not an unlimited design exploration. The free draft is one concept. Revisions to it are part of the paid engagement.
• It is not a deliverable you may use. See below.
• It does not include source files, code, or production assets.
• It is offered once per prospective client, for one project.

Ownership of an unpaid draft

Until you accept a Proposal and we are paid in full, we retain all intellectual property rights in the draft. You are granted a licence to view and evaluate it, and nothing more.

You may not use the draft, or any substantial part of its layout, structure, visual design, copy or code, in your own website or in work given to another provider. If you do, you agree to pay the package price for the work as a licence fee, which is the ordinary price you would have paid anyway.

We are being explicit about this because “free draft” and “you own it” are different promises, and we do not want anyone to discover the difference at an awkward moment.

When you become committed

You become committed to pay only when you accept a Proposal in writing, which includes replying “yes”, “approved”, “go ahead” or similar to a Proposal by email.

Prices

Prices are in US dollars and are one-time fees for the scope in your Proposal. There are no monthly fees for the standard packages. A price quoted in a Proposal is valid for 30 days.

When payment is due

Because we take $0 upfront, our standard terms are:

Free draft

Nothing.

Proposal accepted, work begins

Nothing.

Work complete and approved by you, before we transfer files or go live

100% of the fee.

Invoices are payable within 7 days of issue, and in any case before launch or file transfer. We will not withhold a completed site for any reason other than non-payment.

Until an invoice is paid in full, the work stays on our own infrastructure. We build on our hosting or a staging environment we control. Source files, code and assets are not transferred to you, pushed to your repository, or deployed to your domain until payment clears. You will be able to see and review the work throughout, on a link we give you. This is how $0 upfront is possible at all: we carry the whole project on our side until it is paid for.

For larger custom projects we may require a deposit or staged payments. Where we do, it will be stated in the Proposal before you accept it, never introduced afterwards.

Late payment

If an invoice is overdue we may, after giving you 7 days’ written notice:

• Charge interest on the outstanding amount at the maximum rate permitted by the applicable law.
• Suspend work and withhold delivery.
• Recover reasonable costs of collection.

Refunds

Because we take nothing upfront and you approve the work before you pay, refunds rarely arise. Where a payment has been made and we have not delivered what the Proposal describes, we will first attempt to fix it, and if we cannot, we will refund the portion of the fee attributable to the undelivered part.

Refunds are not given for a change of mind after approval and delivery, for results that depend on factors outside the work itself (traffic, rankings, sales, conversions), or for a decision to move to another provider.

Taxes

Prices exclude taxes. You are responsible for any VAT, GST, sales tax, withholding tax or duty applicable in your own country.

If any withholding tax is required by your local law, the amount payable to us shall be grossed up so that we receive the full invoiced sum, unless your Proposal says otherwise. Bank transfer and currency conversion charges are yours.

Our services are offered exclusively to businesses, organisations and professionals acting in the course of a trade, business, craft or profession. We do not sell to consumers.

By accepting a Proposal you confirm that you are engaging us for business purposes and not as a consumer. This includes sole traders, freelancers, partnerships and companies, provided the website is for the business.

What this means for you

Because this is a business-to-business contract:

• Consumer distance-selling rules, including the 14-day right of withdrawal under the EU Consumer Rights Directive and the UK Consumer Contracts Regulations, do not apply.
• Cancellation is governed by Term and termination, which lets you walk away at any point before you accept a Proposal at no cost, and after acceptance on payment for work actually completed.
• The limitations in Warranties and liability apply in full, as they lawfully may between businesses.

If it turns out you are a consumer

If, despite the above, mandatory consumer protection law in your country of residence applies to our contract, then that law prevails to the extent of any conflict, and the rest of these Terms continue in force. Nothing here is intended to remove a statutory right you cannot lawfully give up.

We aim to deliver in 5 to 7 days from the point you approve the design concept. That is a genuine target and we hit it routinely. It assumes:

• You have supplied all content, images, logos, access credentials and information we asked for.
• You respond to questions and review requests within 2 business days.
• The scope has not changed since the Proposal.
• No third party we depend on (host, registrar, plugin vendor, API provider) is causing a delay.

If those assumptions do not hold, the timeline extends by at least the length of the delay. Timelines are targets, not guarantees, and we are not liable for consequences of a missed target except as stated in Warranties and liability.

Projects stalled by you. If we have asked for something we need and hear nothing for 30 days, we may treat the project as paused and re-schedule it when you come back. After 90 days we may close the project and invoice for the work done to that point.

Included revisions

Both standard packages, Landing Page and Complete Website, include two rounds of revisions. A “round” means one consolidated set of feedback from you, delivered at once, which we then work through. Piecemeal feedback sent across several days counts as several rounds, so please gather it up before sending.

Revision allowances for custom projects outside the two standard packages are stated in your Proposal.

What counts as a revision, and what counts as new work

Revisions

Refinements within the agreed direction: copy edits, colour and spacing adjustments, image swaps, layout tweaks.

New work

Anything that changes the agreed direction or adds to it: a different design concept after one is approved, additional pages, new features, new integrations, a change of platform, or restructuring after sign-off.

New work is quoted separately and requires your written approval before we start it, either at an hourly rate or as a fixed price. You will always see the number before we begin, never on the invoice afterwards.

Approval

We will ask you to approve the design concept and the final build in writing. If you do not respond to an approval request within 7 days of a reminder, we may treat the deliverable as approved so that the project can proceed. We will say so clearly in the reminder.

You agree to:

• Provide content, images, logos and brand assets in usable formats, on time.
• Provide accurate information, and tell us promptly when something changes.
• Give us the access we need (hosting, domain, CMS, analytics) and revoke it when the project ends if you prefer.
• Nominate one person with authority to give feedback and approvals. Consolidated feedback from one voice is the single biggest factor in hitting the 5 to 7 day target.
• Review deliverables and respond within the timeframes above.
• Pay on time.

You warrant that you own, or have permission to use, everything you give us, including text, images, video, fonts, logos and trademarks, and that our use of it in your project will not infringe anyone’s rights or breach any law. We rely on this warranty, and we do not independently verify the provenance of client materials.

What transfers to you

On receipt of payment in full, we assign to you all rights we own in the final deliverables produced specifically for you: the page designs, the custom code written for your project, and the layout and structure of your site.

Until payment is received in full, we retain all rights, and any use of the work is unlicensed.

What does not transfer

We retain ownership of:

• Our pre-existing materials: our internal frameworks, component libraries, code patterns, boilerplate, design systems, tooling and know-how, whether created before your project or during it.
• Anything we develop that is general-purpose rather than specific to you.
• Drafts and concepts you did not select, including the free draft if you do not proceed.

Where our pre-existing materials are embedded in your deliverables, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and host them as part of your project. You may not extract them and use them separately, resell them, or license them to third parties as standalone components.

Third-party components

Open source components, plugins, fonts and stock assets remain owned by their respective owners and are licensed to you under their own terms, not assigned by us.

Our right to show the work

Unless you tell us otherwise in writing, we may display your project in our portfolio, on this website, in case studies and in proposals to other prospective clients, including screenshots, a description of the work and a link to the live site.

You may opt out of this at any time, before or after publication, by emailing hello@midnightux.com, and we will remove it within 30 days. If your project is confidential, tell us at the start and we will exclude it by default.

We may retain a private copy of all work for our records and for defending claims.

Testimonials

If you give us a testimonial, you grant us permission to publish it with your name, role and business name. You may withdraw that permission at any time.

Your project may rely on third parties: hosting, domain registrars, WordPress plugins and themes, npm packages, fonts, stock imagery, payment gateways, analytics, email services and AI providers. You should understand that:

• They are governed by their own terms and their own prices. We are not a party to those contracts and we do not control them.
• Ongoing licence and subscription costs are yours, including premium plugins, premium fonts, stock licences and API usage, unless your Proposal says we cover them.
• Licences must be maintained. If you let a font or plugin licence lapse, your site may break or you may be infringing. That is outside our control.
• We are not liable for a third party changing its API, raising its prices, degrading its service, suffering a breach, or shutting down.
• We do not provide hosting, domain registration or email hosting unless expressly agreed. Where we set these up on your behalf, the accounts should be in your name and you own them. If we hold anything in our name at your request, we will transfer it to you on request at any time and at no charge.

We will tell you before the project ends which third-party services your site depends on, and what they cost you going forward.

Where we integrate AI functionality into your project, in addition to the third-party terms above:

• AI outputs can be wrong. Large language models produce inaccurate, incomplete, biased or fabricated content. They are not deterministic, and the same input can produce different outputs.
• You are responsible for what your site publishes, including anything an AI feature generates for your users. We strongly recommend human review, clear labelling of AI-generated content, and a disclaimer on your site.
• AI outputs may not be protectable. In several jurisdictions, including the United States, material generated without sufficient human authorship may not attract copyright. We make no warranty that AI-generated output is original, non-infringing, or ownable by you.
• Data sent to AI providers leaves your site. We will tell you which provider, what data flows to it, what its retention terms are, and whether inputs are used for training, so that you can describe it accurately in your own privacy policy. Where you are subject to the GDPR or similar law, you are the controller for that processing and you will need a lawful basis for it.
• Regulation is moving. Obligations under instruments such as the EU AI Act may apply to how you deploy the feature. Assessing that for your own use case is your responsibility, and we recommend taking advice.
• We disclaim liability for the content, accuracy, legality or consequences of AI-generated output, to the fullest extent the law allows.

We may use AI tools in our own development process. Where those tools would process personal data belonging to you or your users, we use configurations that prevent that data being used to train the provider’s models.

What we do warrant

• We will perform the services with reasonable skill and care, to a professional standard.
• The deliverables will substantially conform to the Proposal.
• The custom code we write is our original work, or properly licensed.

Defects. If the deliverables do not conform to the Proposal, tell us within 30 days of delivery and we will fix it at no charge. This is our responsibility and your primary remedy for defects.

What we do not warrant

To the fullest extent permitted by law, and except as stated above, the services and deliverables are provided “as is”, and we exclude all implied warranties including merchantability, fitness for a particular purpose and non-infringement.

In particular, we do not guarantee:

• Any search engine ranking, position, or amount of traffic. SEO depends on competition and on search engine algorithms that no one controls. Basic on-page optimisation is included. Results are not promised.
• Any level of sales, leads, conversions, revenue or business outcome.
• Uninterrupted or error-free operation, which depends on your hosting and on third parties.
• Compatibility with every browser, device or assistive technology, beyond the current versions of mainstream browsers.
• That the site will remain compliant with laws that change after delivery.
• That third-party services will remain available or unchanged.
• Legal compliance of your website’s content or operation. We can implement a cookie banner, an accessibility pass or a privacy policy page if you ask, but we are not lawyers, and whether your site complies with the GDPR, the ADA, WCAG, the EU Accessibility Act or any other law is a legal question for your own advisers.

Limitation of liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that:

• Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, or data, however arising.
• Our total aggregate liability arising out of or in connection with the agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees you have paid us for the project giving rise to the claim.
• We are not liable for loss of data. Keeping backups of your content and your site is your responsibility, and we recommend an independent backup you control.
• Any claim must be brought within 12 months of the date you became aware, or reasonably should have become aware, of the circumstances giving rise to it.

You will indemnify us against any claim, loss, liability, damage, cost or expense (including reasonable legal fees) arising from:

• Content, materials, images, fonts, trademarks or data you supplied, including any claim that they infringe a third party’s rights.
• Your use of the deliverables after delivery, including any modification you or a third party makes.
• Your breach of these Terms, or of any law.
• Any claim by a user of your website relating to your own privacy practices, your terms, or your handling of their data.

We will indemnify you against any third-party claim that the custom code we originally wrote for youinfringes that party’s intellectual property rights, provided you notify us promptly, let us control the defence, and do not settle without our consent. This indemnity does not cover third-party components, your own materials, or anything modified after delivery, and it is subject to the liability cap above.

Each of us may receive information from the other that is confidential. Each of us agrees to keep it confidential, to use it only for the project, and to protect it with at least reasonable care.

This does not apply to information that is public through no fault of the receiving party, was already known without a duty of confidence, is independently developed, or must be disclosed by law. In the last case we will tell you first where we lawfully can.

These obligations continue for 3 years after the project ends, and indefinitely for anything that is a trade secret.

We will sign your own NDA if you prefer. Send it before the project starts.

Where we process personal data on your behalf as part of the services, you are the controller and we are the processor. Our commitments are set out in our Privacy Policy.

Where the personal data concerned relates to individuals in the EEA or the UK, both of us will enter into a Data Processing Agreement meeting Article 28(3) of the GDPR, incorporating the Standard Contractual Clauses for the transfer to Bangladesh. That agreement prevails over these Terms on data protection matters.

Each of us is responsible for our own compliance.We are responsible for how we handle data as your processor. You are responsible for having a lawful basis for the processing you instruct, for your own privacy policy, for your own cookie consent, and for responding to your users’ rights requests. We will help you with the last of those so far as we reasonably can.

We will not build, and we may stop work on, a project that is intended to:

• Break the law, or facilitate breaking it.
• Deceive or defraud users, including fake reviews, fabricated testimonials, fake scarcity, or dark patterns designed to trick people into purchases or subscriptions.
• Harvest personal data unlawfully, or send unlawful bulk communications.
• Infringe intellectual property, or impersonate a person or organisation.
• Distribute malware, or facilitate unauthorised access to systems.
• Harass, threaten, or promote hatred or violence against people.
• Publish content that is sexually exploitative, or that endangers children.

We reserve the right to decline or terminate a project on these grounds, and to invoice for work completed to that point. This judgement is ours to make, and we will explain our reasoning.

Before you accept a Proposal

Either of us can walk away at any time, for any reason, with nothing owed. That is what “$0 upfront and no commitment” means.

After you accept a Proposal

You may terminate at any time on written notice. You pay for work completed up to that date, assessed proportionately against the Proposal. If nothing substantive has been done, nothing is payable.

We may terminate if you materially breach these Terms and do not fix it within 14 days of written notice, if you fail to pay an overdue invoice, if the project is stalled beyond the periods above, if you require work that breaches Acceptable use, or if the working relationship has broken down such that we cannot deliver good work. In the last case we will give 14 days’ notice and invoice only for work completed.

On termination

• All amounts due become payable.
• Rights in deliverables transfer only to the extent paid for. Unpaid work remains ours.
• We will hand over the work completed to date, in a usable format, once outstanding amounts are settled.
• We will return or delete your confidential information and revoke our access to your systems, at your choice.

What survives

Using this website, Intellectual property, Warranties and liability, Indemnity, Confidentiality, Data protection, Governing law, and this paragraph survive termination.

These Terms and any dispute arising out of them are governed by the laws of Bangladesh, without regard to conflict of law rules.

Step one, talk

Before starting formal proceedings, both of us agree to raise the issue in writing and to try in good faith to resolve it within 30 days. Most disputes about creative work are misunderstandings about scope, and they resolve at this stage.

Step two, formal resolution

If that fails, disputes will be subject to the exclusive jurisdiction of the courts of Bangladesh, in the English language.

Mandatory local law

We contract with businesses only. If mandatory law in your country nonetheless gives you a protection you cannot contract out of, that protection prevails to the extent of the conflict and the rest of this section stands.

Entire agreement

These Terms and the Proposal are the whole agreement between us on their subject matter, and replace anything discussed beforehand. Neither of us relies on any statement not written into them, though nothing excludes liability for fraudulent misrepresentation.

Severability

If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the rest continues in force.

No waiver

If we do not enforce a right, that is not a waiver of it.

Assignment

You may not assign or transfer the agreement without our written consent, which we will not unreasonably withhold. We may assign it to a successor in connection with a merger or sale of our business, on notice to you.

Subcontracting

We may use subcontractors or freelancers. We remain responsible to you for their work, and we bind them to equivalent confidentiality and data protection obligations.

Independent contractors

We are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

Force majeure

Neither of us is liable for failure or delay caused by events beyond reasonable control, including natural disaster, flood, cyclone, fire, war, civil unrest, strike, epidemic, government action, nationwide internet or power disruption, or failure of a third-party provider. Bangladesh experiences seasonal flooding, cyclones and periodic disruption to power and connectivity. If such an event lasts more than 30 days, either of us may terminate and you pay only for work completed.

Notices

Notices must be in writing and sent by email to hello@midnightux.com and to the email address you gave us. Email is sufficient for everything under these Terms.

No third-party rights

No one other than you and us has any right to enforce these Terms.

Language

These Terms are written in English, and English governs their interpretation. Any translation is for convenience only.

Changes to these Terms

The version in force for your project is the version in effect when you accepted your Proposal, and we will not change it mid-project. For website use, the current version applies, and material changes will be flagged on this page with 30 days’ notice.

MidnightUX

Bangladesh

All correspondence

hello@midnightux.com

We run a single mailbox. General enquiries, billing questions, privacy and rights requests, and formal legal notices all go to the same address, and all of them reach us. Please put the topic in the subject line so we can route it internally.

See also our Privacy Policy.