Terms & Conditions
Commercial, IP, liability, and engagement terms for professional services — suitable for enterprise and scaling teams.
Agreement to these terms
These Terms & Conditions (“Terms”) govern your access to and use of Hush UX Studio’s (“HUX”, “we”, “us”) websites, proposals, statements of work, and related professional services. By engaging us, signing an order form, or continuing to use our services after notice of changes, you agree to these Terms unless a separate written agreement expressly overrides them.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
Services & professional relationship
HUX provides design, UX/UI, product strategy, software engineering, and related consulting deliverables as described in a proposal, statement of work (“SOW”), order form, or other written agreement. Unless expressly stated, timelines and estimates are planning aids, not guarantees.
We may use employees, contractors, and specialist partners to deliver work, while remaining responsible to you for performance as set out in your agreement with us.
Ghanaian & international engagements
We routinely support Ghana-based businesses, multinationals, and distributed teams. Unless a written agreement specifies otherwise, invoices may be issued in agreed currencies and may reference applicable taxes (including VAT/Ghana tax rules) where legally required.
Cross-border projects may involve collaboration tools and subprocessors located outside Ghana. Additional terms (including data protection schedules) may apply where required for compliance.
Client responsibilities
You agree to provide timely access, materials, approvals, and accurate information needed for us to perform services. Delays in client inputs may affect schedules and costs.
You are responsible for the legality of materials you supply (including branding assets, customer data shared with us, and third-party licences). You warrant that you have the rights needed for us to use client materials to deliver the agreed work.
Fees, expenses & taxes
Fees are as stated in the applicable SOW or order form. Unless otherwise agreed, expenses reasonably incurred with your prior approval may be invoiced at cost. Late payments may incur interest or suspension of work as permitted by law and your agreement.
You are responsible for any applicable withholding taxes, VAT, or similar levies, unless the agreement states otherwise. We will cooperate with reasonable tax documentation requests.
Intellectual property
Unless a written agreement states differently: (a) you retain rights to pre-existing client materials you provide; (b) upon full payment of applicable fees, we grant you the usage rights to final deliverables as expressly stated in your agreement (for example, licence scope, media, and duration); (c) we may retain background know-how, tools, templates, and methodologies that do not disclose your confidential information.
Portfolio and marketing use: unless you object in writing or the agreement prohibits it, we may showcase non-confidential work outcomes in our portfolio, subject to any agreed anonymisation or embargo period.
Confidentiality
Each party will protect the other’s confidential information using at least reasonable care and will use it only for the purposes of the engagement. Confidentiality obligations survive for the period stated in the agreement or, if unstated, for a reasonable period consistent with industry practice.
Warranties & disclaimer
Except as expressly stated in a signed agreement, services are provided on an “as is” and “as available” basis to the maximum extent permitted by law. We disclaim implied warranties including merchantability, fitness for a particular purpose, and non-infringement, except where such disclaimers are not permitted by applicable law.
We do not warrant uninterrupted or error-free operation of deliverables after handover, particularly where third-party platforms, hosting, or client-controlled configurations apply.
Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data—except where such exclusions are not permitted by applicable law.
Unless a written agreement provides a higher cap, our aggregate liability arising out of or relating to an engagement will not exceed the fees paid to HUX for that engagement in the twelve (12) months preceding the claim (excluding pass-through expenses and taxes). These limitations apply whether liability is asserted in contract, tort, negligence, strict liability, or other theory.
Indemnity
You will defend and indemnify us against third-party claims arising from your materials, your instructions, or your violation of law, except to the extent finally judicially determined to have resulted primarily from our wilful misconduct.
We will defend and indemnify you against third-party claims alleging that final deliverables created solely by us and paid for in full infringe a third party’s intellectual property rights, subject to prompt notice, cooperation, and the remedies stated in your agreement (which may include modification or replacement of infringing portions where feasible).
Term, suspension & termination
Either party may terminate an engagement as set out in the applicable agreement. We may suspend work if fees are materially overdue or if continuing would cause us to violate law. Upon termination, you will pay for work performed and non-cancellable expenses incurred up to the effective termination date.
Force majeure
Neither party is liable for delay or failure to perform due to events beyond reasonable control, including internet outages, power failures, strikes, epidemics, natural disasters, war, sanctions, or government actions—provided the affected party uses commercially reasonable efforts to mitigate and resume performance.
Governing law, disputes & reservations
Unless your signed agreement specifies otherwise, these Terms are governed by the laws of the Republic of Ghana, without regard to conflict-of-law rules that would require another jurisdiction’s law. Courts in Ghana have non-exclusive jurisdiction, except where a written agreement selects arbitration or another forum.
We reserve the right to modify these Terms for future engagements by posting an updated version with a revised date. For active paid engagements, the signed agreement generally prevails over conflicting website terms unless you agree otherwise in writing.
If any provision is held invalid, the remainder remains enforceable. Failure to enforce a provision is not a waiver. These Terms constitute the entire agreement regarding their subject matter only to the extent not superseded by a signed contract.
Notices
Notices should be sent to [email protected] (or another address stated in your agreement). Email notices are effective when sent without a bounce error, unless your agreement requires additional formalities.