12. Termination Policy
This section outlines the terms, conditions, and procedures governing the termination of services between WebCraft Studios ("Company") and its clients ("Client"). Both parties agree that clear termination protocols protect business interests, ensure smooth transitions, and maintain professional standards.
Note: This policy supplements the Master Services Agreement (MSA) and Statement of Work (SOW). In case of conflict, the signed SOW takes precedence.
12.1 Client Right to Terminate
The Client may terminate the agreement for convenience by providing written notice to WebCraft Studios. The following conditions apply:
- Notice Period: A minimum of 14 days written notice is required to initiate termination.
- Outstanding Payments: All invoices issued prior to the termination date, including completed milestones, must be settled within 30 days.
- Work-in-Progress: The Client will be billed for any approved work completed up to the termination date.
- Early Termination Fee: If termination occurs before project completion without cause, a fee equivalent to 20% of the remaining contract value may apply to cover committed resource allocation.
12.2 Company Right to Terminate
WebCraft Studios reserves the right to terminate services under the following circumstances:
- Non-Payment: Failure to remit payment within 15 days of the invoice due date.
- Material Breach: Client violation of agreement terms, including providing false information, demanding illegal deliverables, or breaching confidentiality.
- Scope Creep & Non-Cooperation: Repeated failure to provide necessary assets, feedback, or access within agreed timelines, delaying project completion by more than 30 days.
- Force Majeure: Events beyond reasonable control that prevent service delivery.
The Company will provide a written termination notice detailing the reason and effective date, allowing a 7-day cure period where applicable.
12.3 Termination Procedure
Upon initiation of termination by either party:
- A formal termination request must be submitted via email to legal@webcraft.studio and acknowledged within 48 hours.
- Project development will cease within 5 business days of the effective termination date.
- A final invoice will be issued within 10 business days, detailing completed work, applicable fees, and refund calculations.
- Both parties will sign a mutual termination acknowledgment to release further obligations under the active project scope.
12.4 Refund & Billing Policy
Refunds and final settlements are processed according to the project stage at termination:
- Planning/Design Phase: 100% refund of unused prepaid amounts, minus documented work hours.
- Development Phase: Refunds calculated on a pro-rata basis. Completed milestones are non-refundable.
- Testing/Launch Phase: Minimal to no refunds, as resource allocation and infrastructure are finalized.
All refunds will be processed within 30 days of final invoice acceptance. Payment method will match the original transaction where possible.
12.5 Data, Code & Asset Handover
Upon termination and settlement of all outstanding financial obligations:
- The Client will receive all deliverables completed up to the termination date, including source code, design files, and documentation.
- WebCraft Studios will remove the project from active servers and revoke access credentials within 14 days of final payment.
- Proprietary frameworks, templates, or third-party licenses purchased solely for the project will be transferred where legally permissible.
- Confidential information remains protected under the NDA regardless of termination status.
12.6 Survival of Terms
Certain provisions of this agreement survive termination, including but not limited to:
- Intellectual Property Rights & Licensing
- Confidentiality & Non-Disclosure Obligations
- Payment Responsibilities for Completed Work
- Limitation of Liability & Indemnification Clauses
- Dispute Resolution & Governing Law
12.7 Dispute Resolution
In the event of a disagreement regarding termination, both parties agree to pursue good-faith mediation before initiating legal proceedings. If mediation fails, disputes will be resolved through binding arbitration in San Francisco, California, in accordance with AAA Commercial Arbitration Rules.