Terms and Conditions
Last updated: October 23, 2026
Welcome to DesignSilk. These Terms of Service (“Terms”) explain how we work with our clients, what you can expect from our services, and the responsibilities we share.
DesignSilk LLC (“DesignSilk,” “we,” “us,” or “our”) provides creative direction, branding, design, website development, and related creative services.
We believe great creative work comes from clear communication, mutual respect, and a collaborative relationship. These Terms are intended to support that experience while protecting both parties.
1. Agreement & Acceptance
These Terms govern the professional services DesignSilk provides to its clients (“Client,” “you,” or “your”).
Before beginning a paid engagement, DesignSilk will make these Terms available for review. By signing a proposal or agreement, checking an acceptance box, or otherwise expressly accepting these Terms in writing, you agree to be bound by them.
DesignSilk may retain electronic records of acceptance, including the date and version of the Terms accepted.
These Terms, together with any accepted proposal, statement of work, or other written agreement, form the agreement between DesignSilk and the Client.
If a separately signed agreement conflicts with these Terms, the separately signed agreement takes precedence for the matters it specifically addresses.
Browsing the DesignSilk website does not, by itself, create a paid service agreement.
2. Our Services
DesignSilk provides creative services through monthly retainers and individually scoped projects.
Our services may include:
Brand strategy, naming & visual identity
Website design & development
Product design & user experience (UX/UI)
Marketing materials & campaign creative
Presentations, sales decks & digital content
Creative direction & consultation
Other related creative services agreed upon in writing
The specific services, deliverables, timelines, and fees for each engagement will be established through an accepted proposal, invoice, statement of work, or other written agreement.
Services not expressly included in an engagement are excluded unless subsequently agreed upon in writing.
3. Monthly Retainers
DesignSilk offers two types of monthly retainers, each designed to support different creative needs.
Production Retainer
The Production Retainer is intended for teams that have an established creative direction and need reliable execution of ongoing design requests.
Clients provide creative direction, priorities, and project requirements. DesignSilk focuses on producing the requested work within the agreed service scope.
Typical requests generally receive an initial deliverable within 2–3 business days, depending on complexity, workload, and feedback.
Communication and request management primarily take place through a shared project management board, typically Asana or another mutually agreed platform.
Partnership Retainer
The Partnership Retainer provides ongoing creative direction alongside hands-on creative execution.
DesignSilk works collaboratively with the Client to develop ideas, recommend solutions, establish creative direction, and execute requests.
Partnership clients receive higher priority within DesignSilk’s production queue, with typical requests generally receiving an initial deliverable within 1–2 business days.
Communication may occur through the Client’s preferred channels, including Slack, email, text messaging, or project management platforms, as mutually agreed.
Retainer Structure & Capacity
Both retainers operate on a month-to-month basis, with no required multi-month commitment.
Retainers provide ongoing access to DesignSilk’s creative services during an active, paid service period. They do not guarantee a specific number of completed deliverables, dedicated hours, or simultaneous projects.
Clients may submit multiple requests and organize them in a prioritized queue. Unless otherwise agreed, DesignSilk focuses on one active request at a time, moving to the next request as capacity becomes available.
The number and complexity of requests completed during a billing period depend on the available production capacity, scope of work, required revisions, and Client responsiveness.
DesignSilk may recommend breaking larger requests into smaller phases or handling them as separately scoped projects.
Requests that fall outside the agreed services or require specialized external resources may require a separate agreement and additional fees.
Unfinished Requests & Unused Capacity
A monthly retainer provides access to services during the applicable paid billing period, not a guaranteed quantity of work.
Unused production capacity does not accumulate, transfer, or roll over to future billing periods.
If a retainer expires or is canceled, DesignSilk is not obligated to continue unfinished requests or complete outstanding queued work after the paid service period ends.
Clients will retain the rights to completed, fully paid deliverables according to Section 9.
Work that remains unfinished may be resumed under a new retainer or separate project agreement, subject to availability and mutually agreed terms.
4. Project-Based Services
For Clients with a defined creative objective, DesignSilk offers project-based engagements at an agreed fixed price.
Before work begins, the parties will establish the project’s scope, deliverables, pricing, and anticipated timeline in writing.
Project Milestones
Projects may be divided into milestones, with payments tied to agreed stages of work.
Each milestone may include specified deliverables, reviews, approvals, and payment requirements.
Unless otherwise agreed, DesignSilk may require payment for a milestone before beginning the corresponding work.
Changes in Scope
Requests that materially change the agreed scope, including additional deliverables, new functionality, or substantial changes in creative direction, may require an updated proposal, additional fees, or revised timelines.
DesignSilk will communicate any material change in scope or cost and obtain the Client’s agreement before proceeding with additional billable work.
5. Requests, Timelines & Revisions
DesignSilk is committed to delivering work efficiently without compromising the creative process.
Published turnaround times represent typical estimates for initial deliverables on routine requests, not guaranteed completion deadlines.
Actual delivery times may vary depending on complexity, workload, revisions, approval requirements, and dependencies outside DesignSilk’s control.
Business days generally mean Monday through Friday, excluding observed U.S. holidays and scheduled closures communicated in advance.
Work on a request begins once the necessary brief, materials, access, and applicable payments have been received and the request has been accepted into the active production queue.
Firm deadlines must be expressly agreed upon in writing.
Revisions
DesignSilk welcomes feedback and reasonable revisions throughout the creative process.
For monthly retainers, revisions to active requests are included when they are reasonably consistent with the original brief and agreed scope.
A revision means an adjustment to previously presented work that maintains the original objectives and general creative direction.
Examples include adjustments to layout, typography, colors, copy placement, or other elements within the original scope.
Requests that substantially change the original concept, introduce new deliverables, add functionality, or restart an approved creative direction may be classified as new requests.
DesignSilk may also treat repeated revisions that materially expand the effort beyond the original brief as a new request or propose a separately scoped engagement.
DesignSilk will communicate this determination before additional work proceeds.
Included revisions do not guarantee immediate or simultaneous execution. Revision requests remain subject to the applicable production queue and available capacity.
For fixed-price projects, any specific revision limits or approval stages will be established in the project agreement. If none are specified, reasonable revisions within the original scope are included, while material changes require separate agreement.
6. Client Feedback, Approvals & Project Delays
Clients agree to provide timely feedback, requested materials, approvals, and access necessary to keep projects moving.
For project-based engagements, Clients should provide consolidated feedback or approval within five business days of a review request unless another review schedule is agreed upon.
If DesignSilk does not receive necessary feedback or materials within ten business days, the project may be placed on hold after written notice.
Projects inactive for 30 consecutive calendar days due to Client delays may require a revised timeline before work resumes.
Depending on the circumstances, DesignSilk may propose a reasonable restart fee or updated project scope. Any additional fee must be disclosed and accepted before it is charged.
Resumed work will be scheduled according to current production availability and may not immediately receive its original priority.
Silence or failure to respond does not automatically constitute final approval of a deliverable.
However, extended delays may affect the originally agreed schedule, availability, and commercial terms.
7. Fees & Payments
Monthly Retainers
Retainer fees are billed monthly in advance and cover the upcoming service period.
Retainers renew monthly at the agreed rate unless canceled before the next scheduled renewal charge, subject to any alternative written billing arrangement.
The applicable monthly fee, billing date, renewal terms, and cancellation process will be disclosed before the Client agrees to begin service.
There are no required multi-month commitments.
Project-Based Payments
Project payments follow the milestones and payment schedule specified in the accepted proposal or agreement.
Unless otherwise agreed, DesignSilk may pause work until the applicable milestone payment has been received.
Payment Methods
Payments are processed through Mercury or another approved payment provider.
Accepted payment methods may include credit cards, ACH bank transfers, and direct Mercury transfers where available.
Any applicable taxes, payment processing charges, or additional expenses will be disclosed as required by law.
Late Payments
DesignSilk reserves the right to pause services when an invoice becomes overdue, following reasonable written notice.
Project timelines and production availability may be adjusted if payments are delayed.
Services will resume once outstanding payments are resolved, subject to scheduling availability.
Pricing Changes
DesignSilk may update its pricing from time to time.
Changes to an existing retainer will be communicated in advance and will apply only to future billing periods, subject to applicable law and agreement between the parties.
Accepted fixed-price projects will not be subject to unilateral pricing changes.
8. Cancellation & Refunds
Monthly Retainer Cancellation
Clients may cancel a monthly retainer at any time without a cancellation fee or multi-month penalty.
Cancellation may be requested in writing at support@design-silk.com or through another cancellation method made available by DesignSilk.
To prevent renewal, cancellation must be received before the next scheduled renewal charge is initiated.
A valid cancellation request becomes effective when received, even if DesignSilk provides written confirmation afterward.
Unless otherwise agreed, services remain available through the end of the current paid billing period.
Canceling prevents future renewals but does not automatically create a refund for the current service period.
DesignSilk will not impose additional retention steps or unnecessary obstacles to cancellation and will provide any other cancellation method required by applicable law.
Retainer Refunds
Because DesignSilk reserves production capacity and makes creative services available throughout each paid service period, retainer payments are generally nonrefundable once that service period begins.
However, if DesignSilk materially fails to provide the agreed services and does not remedy the failure within a reasonable period after written notice, the Client may be eligible for an appropriate refund for services not provided.
If DesignSilk ends a retainer for its own convenience before the paid service period expires, it will refund the unused portion of the prepaid service period on a prorated basis.
Nothing in these Terms limits refund rights required by applicable law.
Project Cancellation
A Client may request to cancel a fixed-price project before completion.
In that event, the Client remains responsible for work reasonably performed before cancellation and any noncancelable third-party expenses incurred with the Client’s authorization.
DesignSilk will provide a reasonable accounting of completed work, work in progress, payments received, and applicable outstanding charges.
Any prepaid amount exceeding the value of work performed and approved noncancelable expenses will be refunded, unless a separately agreed project agreement lawfully specifies otherwise.
Ownership and delivery rights remain subject to payment for the applicable completed work.
Cancellation by DesignSilk
DesignSilk may suspend or terminate services for material nonpayment, unlawful requests, abusive conduct, or material breach of these Terms.
Where reasonably possible, DesignSilk will provide written notice and an opportunity to remedy the issue.
Any refunds and outstanding balances will be determined according to the services performed, the applicable agreement, and applicable law.
9. Ownership & Intellectual Property
DesignSilk believes Clients should own the original creative work they commission and pay for, while DesignSilk retains the tools and reusable resources necessary to serve its broader client base.
Final Deliverables
Upon full payment of all applicable fees, DesignSilk assigns to the Client its transferable copyrights in the original, final, approved custom deliverables created specifically for the Client, excluding the materials identified below.
Where legally required, DesignSilk will provide reasonable additional signed documentation confirming the assignment.
Ownership applies to the final agreed deliverables and does not automatically include preliminary concepts, unused designs, internal working materials, or unrelated creative assets.
Editable & Source Files
Editable source files will be included when expressly identified as part of the agreed deliverables.
These may include applicable Figma files, design assets, exported graphics, website project files, or other production materials.
Delivery of editable files does not transfer ownership of DesignSilk’s preexisting components, proprietary systems, reusable templates, internal tools, or other excluded materials.
Unless expressly included in the agreement, DesignSilk is not required to provide internal working files, unused concepts, exploratory materials, or proprietary production resources.
DesignSilk-Owned Materials
DesignSilk retains ownership of its preexisting intellectual property, reusable design systems, templates, components, methodologies, code libraries, tools, workflows, and proprietary materials.
This includes resources developed independently of the Client’s engagement and materials created for general reuse rather than exclusively for the Client.
Where such materials are incorporated into fully paid final deliverables, DesignSilk grants the Client a perpetual, worldwide, nonexclusive, royalty-free license to use, reproduce, modify, and maintain those incorporated materials as part of the final deliverables for the Client’s business purposes.
The Client may authorize its employees, contractors, or service providers to use those incorporated materials for such purposes but may not separately resell or distribute DesignSilk’s proprietary systems as standalone products.
Third-Party Assets
Some deliverables may include third-party materials such as fonts, stock photography, illustrations, plugins, software, or code libraries.
Those materials remain subject to their respective licenses.
DesignSilk will make reasonable efforts to identify additional licenses the Client must purchase or maintain.
Unless otherwise agreed, the Client is responsible for the ongoing costs and conditions of those licenses.
AI-Generated Materials
Intellectual property protection for AI-generated material may vary depending on applicable law and the degree of human authorship involved.
DesignSilk transfers only the rights it legally owns and has authority to transfer.
DesignSilk does not guarantee exclusive copyright ownership or protection for material that is not legally eligible for such protection.
Trademarks & Naming
Creative services involving names, logos, and brand identities do not automatically include trademark availability searches, trademark registration, or legal clearance unless expressly included in the project scope.
The Client is responsible for obtaining appropriate legal clearance before adopting or registering a name, logo, or other brand asset.
10. Client-Provided Materials & Responsibilities
The Client retains ownership of all preexisting content, trademarks, documents, and materials supplied to DesignSilk.
The Client grants DesignSilk a limited right to use those materials as reasonably necessary to perform the agreed services.
The Client represents that it owns or has obtained the necessary rights and permissions to provide and authorize the use of those materials.
Clients are responsible for the accuracy, legality, and appropriateness of the information and instructions they provide.
This includes product claims, marketing statements, financial information, medical or healthcare claims, pricing, and other regulated or legally significant content.
DesignSilk may provide creative recommendations but does not independently verify every factual or legal claim supplied by the Client unless verification is expressly included in the agreed scope.
The Client is responsible for reviewing and approving final content before publication or distribution.
11. Confidentiality & Client Information
Both parties agree to take reasonable measures to protect confidential information received during an engagement.
Confidential information includes nonpublic business plans, financial information, unreleased products, internal documents, proprietary designs, customer information, and other information reasonably understood to be confidential.
Neither party may use the other’s confidential information for purposes unrelated to the engagement or disclose it to unauthorized parties.
Disclosure is permitted when reasonably necessary to perform the services, provided appropriate confidentiality protections apply, or when required by law.
Confidentiality obligations do not apply to information that becomes public without breach, was lawfully known without restriction, is independently developed, or is lawfully received from a third party without a confidentiality obligation.
Contractors & Service Providers
DesignSilk may work with trusted collaborators, contractors, and service providers to fulfill an engagement.
Where those parties require access to confidential Client information, DesignSilk will require confidentiality protections appropriate to the information and services involved.
DesignSilk remains responsible for its contractual obligations when using subcontractors.
Security & Unauthorized Disclosure
DesignSilk will implement reasonable administrative and technical safeguards appropriate to the nature of the information it handles.
If DesignSilk becomes aware of a confirmed unauthorized disclosure of Client confidential information within its control, it will notify the affected Client without unreasonable delay, subject to applicable legal requirements.
DesignSilk cannot guarantee that any electronic system or third-party service is completely free from security risks.
Specially Protected Information
Clients must notify DesignSilk before providing protected health information, sensitive personal data, or other information requiring special legal or regulatory safeguards.
Such information must not be provided or processed until the parties have determined and documented the necessary contractual, technical, and legal protections.
Where legally required, this may include a separate business associate agreement, data processing agreement, or other appropriate arrangement.
The general confidentiality provisions in these Terms do not replace any such legally required agreement.
Confidentiality obligations survive the conclusion of the engagement.
12. AI-Assisted Creative Work
DesignSilk uses modern technology, including artificial intelligence tools, to support and accelerate the creative process.
AI-assisted tools may be used for research, brainstorming, concept development, content creation, image generation, automation, and other appropriate creative activities.
DesignSilk remains responsible for the creative direction, professional judgment, review, and delivery of work performed under its agreements.
Responsible AI Use
DesignSilk will make reasonable efforts to select and configure AI tools in ways that appropriately protect confidential Client information.
DesignSilk will not intentionally authorize confidential Client information to be used to train general-purpose AI models without the Client’s prior written permission.
Where supported, DesignSilk will use available privacy and data-control settings designed to restrict such training.
Client materials may be processed by approved third-party service providers as reasonably necessary to perform the agreed services, subject to applicable confidentiality requirements, provider terms, and any additional restrictions agreed with the Client.
DesignSilk will not knowingly submit regulated or specially protected Client information to AI systems without first establishing the necessary safeguards and permissions.
AI Limitations
AI-generated content may contain errors, similarities to other works, or material that does not qualify for intellectual property protection.
DesignSilk will apply reasonable human review and creative judgment before incorporating AI-assisted material into final deliverables.
However, DesignSilk does not guarantee that AI-generated elements are entirely unique, error-free, or eligible for exclusive copyright or trademark protection.
Clients may request additional restrictions on AI usage, which must be agreed upon in writing before the affected work begins.
13. Third-Party Platforms & Services
DesignSilk may use third-party platforms for project management, communication, design, development, hosting, payment processing, and other agreed activities.
Such services operate under their own terms, privacy policies, availability, and technical limitations.
Unless otherwise agreed, Clients are responsible for ongoing third-party expenses associated with their business, including:
Website hosting & domain registration
Software licenses & platform subscriptions
Premium integrations & plugins
Stock assets, fonts & other licensed resources
Other externally billed services
DesignSilk is not responsible for outages, discontinued features, policy changes, or service interruptions caused by third-party platforms outside its reasonable control.
When reasonably practicable, DesignSilk will notify Clients of third-party dependencies that materially affect the services.
14. Delivery, Post-Launch Support & Maintenance
DesignSilk’s responsibility for delivering a project is based on the agreed scope and deliverables.
Once the agreed deliverables have been completed, provided to the Client, and approved, the project is considered delivered.
Correction Period
Unless a separate agreement provides otherwise, DesignSilk will provide a 30-calendar-day correction period following final delivery or the initial website launch performed by DesignSilk, as applicable.
During this period, DesignSilk will correct reproducible material defects, omissions, or implementation errors directly attributable to its work that cause the deliverables not to conform to the agreed specifications.
Corrections under this provision are provided without additional creative fees.
This correction period does not include:
New features, content, or functionality
Changes in creative direction or subjective preferences
Modifications made by the Client or third parties after delivery
Problems caused by third-party software, platform updates, hosting, or external services
Issues unrelated to the agreed original scope
Clients must report qualifying issues within the applicable 30-day period. Reasonable time required to complete a timely reported correction will not eliminate DesignSilk’s obligation to address that issue.
Ongoing Maintenance
Website maintenance, software updates, content management, technical support, and future improvements are not automatically included after a project is completed.
Ongoing support may be provided through an active retainer or separate written agreement.
Unless expressly agreed, DesignSilk is not responsible for indefinitely maintaining websites, applications, or other digital deliverables after the correction period expires.
15. Portfolio & Promotional Use
DesignSilk may showcase publicly released work created for Clients in its portfolio, website, social media, award submissions, and other promotional materials.
For this limited purpose, the Client grants DesignSilk a nonexclusive license to display and reproduce the publicly released final work.
DesignSilk will not intentionally disclose confidential information, unreleased products, internal documents, or other private Client materials without authorization.
Clients may request in writing that specific work remain confidential or be excluded from promotional use.
Any applicable NDA or separate confidentiality agreement takes precedence over this provision.
DesignSilk will not publish an attributed testimonial or represent that a Client has endorsed its services without appropriate permission.
16. Results & Warranties
DesignSilk strives to provide professional creative work that supports each Client’s goals.
DesignSilk will perform its services with reasonable professional care and skill.
However, creative and business outcomes depend on numerous factors outside DesignSilk’s control.
Unless expressly agreed in writing, DesignSilk does not guarantee specific revenue growth, customer acquisition, conversion rates, search rankings, investment outcomes, or other business results.
DesignSilk does not provide legal, financial, medical, regulatory, or other licensed professional services through its general creative engagements.
Except for express obligations in the applicable agreement and warranties that cannot legally be excluded, no additional warranties are provided.
17. Third-Party Claims & Indemnification
The Client agrees to defend and indemnify DesignSilk against reasonable losses, damages, liabilities, and expenses resulting from third-party claims arising from:
Materials supplied by the Client that infringe third-party intellectual property rights
Unauthorized use of content or assets specifically directed by the Client
Materially inaccurate or unlawful claims supplied or expressly approved by the Client
Unlawful instructions or uses of deliverables outside the agreed scope
This obligation applies only to the extent the claim results from the Client’s materials, instructions, or conduct and does not apply to the extent the claim was caused by DesignSilk’s unauthorized modifications, independent misconduct, or other conduct for which DesignSilk is legally responsible.
DesignSilk must provide reasonably prompt notice of an applicable claim, allow the Client a reasonable opportunity to participate in or control the defense with appropriate counsel, and cooperate reasonably in resolving the matter.
Neither party may agree to a settlement that imposes liability, admissions, or nonmonetary obligations on the other without that party’s written consent.
Any indemnification obligation is subject to applicable law and the liability limitations in these Terms to the extent enforceable.
18. Limitation of Liability
To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost revenue, or lost business opportunities arising from an engagement.
DesignSilk’s total aggregate liability arising from an engagement will not exceed:
For monthly retainers, the fees paid for the affected services during the six months preceding the event giving rise to the claim.
For fixed-price projects, the total fees paid for the affected project.
These limitations do not excuse the Client’s obligation to pay fees properly owed.
Nothing in these Terms excludes or limits liability for fraud, willful misconduct, or other conduct or legal obligations for which liability cannot lawfully be excluded or limited.
These provisions apply only to the extent enforceable under applicable law.
19. Website Use
All original content displayed on the DesignSilk website, including text, graphics, branding, design elements, and other materials owned by DesignSilk, is protected by applicable intellectual property laws.
Visitors may browse and use the website for lawful informational purposes.
Without prior written authorization, visitors may not reproduce, distribute, sell, or commercially exploit protected website materials except as permitted by law.
Visitors may not interfere with website security, attempt unauthorized access, distribute malicious software, or use the website in violation of applicable laws.
The website may contain links to external websites or services. DesignSilk is not responsible for the content or practices of those third-party websites.
20. Independent Contractor Relationship
DesignSilk operates as an independent service provider.
Nothing in these Terms creates an employment relationship, joint venture, legal partnership, or agency relationship between DesignSilk and the Client.
DesignSilk retains control over its internal methods, staffing, tools, and workflows while remaining responsible for its contractual obligations.
Unless otherwise agreed, DesignSilk may provide services to other clients during an engagement, subject to its confidentiality obligations.
21. Disputes & Governing Law
These Terms are governed by the laws of the State of California, United States, without regard to conflict-of-law principles.
If a dispute arises, both parties agree to make a good-faith effort to resolve the matter informally before initiating legal proceedings.
Unless otherwise required by applicable law or separately agreed in writing, disputes that cannot be resolved informally will be subject to the appropriate state or federal courts located in San Diego County, California.
Nothing in this section prevents either party from seeking urgent court relief when necessary to protect confidential information or intellectual property rights.
22. Changes to These Terms
DesignSilk may update these Terms to reflect changes in services, business operations, or legal requirements.
The most current version will be published on the DesignSilk website with an updated effective date.
Material changes affecting existing Clients will be communicated in advance as required by applicable law.
Updated Terms will not retroactively alter the material commercial obligations of an existing engagement without the parties’ agreement.
Where updated Terms require renewed consent, DesignSilk will obtain that consent before applying them.
23. General Provisions
If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in effect.
A failure by either party to enforce a provision does not constitute a permanent waiver of that provision.
Neither party will be responsible for delays caused by events beyond its reasonable control, provided it communicates the delay and makes reasonable efforts to minimize disruption. Payment obligations for services already performed remain in effect.
Neither party may transfer its material obligations under an active engagement to another party without the other’s prior written consent, except as part of a legitimate business reorganization or sale that does not materially reduce contractual protections.
These Terms, together with applicable accepted proposals, statements of work, and separate written agreements, constitute the agreement between the parties regarding the services covered.
Both parties agree that electronic communications, signatures, invoices, and written approvals may be used to establish and manage their business relationship, subject to applicable law.
24. Contact Information
If you have questions about these Terms or need assistance with your engagement, please contact:
DesignSilk LLC
Email: support@design-silk.com
Website: https://design-silk.com
San Diego, California, United States
We value clear communication and will make reasonable efforts to address questions or concerns promptly.