Terms & Conditions
1. Introduction and acceptance
These Terms & Conditions ("Terms") apply to your use of the Website and to any quotation, order, statement of work or other engagement between you and us for websites, web applications, custom software, games, design, support, maintenance or hosting services (together, the "Services"). By using the Website, requesting a quote, or instructing us to carry out work, you accept these Terms. If you do not accept them, please do not use the Website or engage us.
2. Who we are and how to contact us
The Website is operated by Shadow Games and Development, a development studio based in Waterford, Ireland. You can contact us by email at info@shadowgames-dev.com or by telephone on +353 (85) 769 9479.
3. Definitions
- "Engagement" means a specific piece of work we agree to carry out for you, as described in a quote, order confirmation or statement of work.
- "Statement of Work" or "SOW" means a written description of the scope, deliverables, timeline and price of an Engagement.
- "Deliverables" means the websites, software, games, designs, files or other materials we create for you under an Engagement.
- "Consumer" means an individual acting wholly or mainly outside their trade, business, craft or profession.
- "Content" means any text, images, video, audio, data or other material.
4. Using this website
The Website is provided for general information about us and our Services. We may change, suspend or withdraw any part of the Website at any time, and we do not guarantee that it will always be available or uninterrupted. We try to keep the information on the Website accurate and up to date, but we give no guarantee that it is complete, current or error-free.
5. Our services and how we work
Most of our work is bespoke. Before an Engagement begins we will normally provide a quote and/or a Statement of Work describing the scope, deliverables, timeline and price. An Engagement, and a binding contract for it, is formed only when we have issued a written quote, order confirmation or Statement of Work and you have accepted it in writing (including by email). Where these Terms conflict with an agreed Statement of Work, the Statement of Work takes precedence for that Engagement.
Anything not expressly included in the agreed scope is out of scope. Additional work, changes of direction, or new requirements may be quoted separately and may affect the timeline and price. Timelines are estimates given in good faith and depend on you providing materials, feedback and approvals promptly.
6. Fees and payment
- Fees are set out in the relevant quote, order confirmation or Statement of Work and are quoted in euro (EUR). Unless stated otherwise, fees are exclusive of any applicable taxes.
- We may require a deposit or staged ("milestone") payments before and during an Engagement. Work may not begin, and Deliverables may not be released or deployed, until due payments are received.
- Hosting, maintenance, support and care-plan fees are billed in advance for the relevant period.
- Invoices are payable by the date stated on the invoice. We may charge interest on overdue amounts at the rate permitted by the European Communities (Late Payment in Commercial Transactions) Regulations, and may suspend Services or withhold Deliverables while an account is overdue.
- Prices for future or repeat work, and recurring fees, may change; we will tell you before any change takes effect.
7. No-refund policy
Our work is bespoke and our time is committed to your Engagement from the moment it begins. Accordingly:
- All fees paid to us are non-refundable. We do not provide refunds, in whole or in part, for Services that have been started, delivered or are in progress — including where you change your mind, cancel, pause, or no longer require the work.
- Deposits secure our time and are non-refundable once an Engagement is confirmed.
- Recurring fees already paid for a hosting, maintenance or support period are non-refundable, including where you cancel partway through that period.
This no-refund policy does not override:
- your non-excludable legal rights, including — where you deal with us as a Consumer — the rights given to you by Irish and EU consumer-protection law;
- any different refund or cancellation terms we have agreed with you in writing in a Statement of Work; or
- our obligation to correct, at our cost, any Deliverable that materially fails to meet its agreed written specification.
Where you engage us as a Consumer in a distance contract, you may have a statutory right to cancel within 14 days. By asking us to begin work within that period, you acknowledge that this right is lost once the Service is fully performed, and that if you cancel while work is still in progress we may charge for the work already carried out. Deliverables made bespoke to your specification are exempt from the statutory cancellation right.
8. Intellectual property
All intellectual property rights in the Website, and in our own pre-existing tools, code libraries, frameworks, templates, know-how and branding, remain owned by us or our licensors. Nothing in these Terms transfers those rights to you.
Intellectual property rights in the bespoke Deliverables we create specifically for you under an Engagement transfer to you on our receipt of full payment of all fees due for that Engagement — except that (a) our pre-existing materials and general know-how remain ours, and we grant you a non-exclusive licence to use them as incorporated into the Deliverables; and (b) third-party components (such as open-source code, fonts, stock assets, plugins or services) remain subject to their own licences, which you agree to comply with. Until full payment is received, any licence to use the Deliverables is conditional and may be revoked.
Unless we agree otherwise in writing, we may identify you as a client and display the Deliverables in our portfolio and marketing.
9. Your responsibilities
To allow us to deliver the Services, you agree to: provide accurate, complete and lawful information, Content and materials; provide timely feedback, approvals and any access (for example to accounts, servers or domains) that we reasonably need; ensure you own or are licensed to use any Content you supply to us; comply with all laws applicable to your business and the Deliverables; and keep your own backups of any data or materials you provide. Delays caused by you may affect timelines and costs. You are responsible for reviewing Deliverables before they go live and for the accuracy of your own Content.
10. Acceptable use
You must not use the Website or our Services to: break any law or regulation; infringe anyone's intellectual property, privacy or other rights; transmit malware or harmful code; gain unauthorised access to any system or data; harvest data by automated means; send unsolicited or unlawful communications; or attempt to disrupt, overload or circumvent the security of the Website or any system. We may suspend or remove access, and report activity to the authorities, where we reasonably believe this clause has been breached.
11. Third-party services, links and hosting
The Website and our Deliverables may rely on or link to third-party products and services — for example hosting and cloud infrastructure, content delivery networks, fonts, payment processors, analytics and other tools. Hosting and related infrastructure are typically provided through our associated company, 3S, and/or its providers (such as Amazon Web Services), and are subject to those providers' own terms and policies. We are not responsible for the content, availability or practices of third-party websites or services, and a link or integration is not an endorsement.
12. Warranties and disclaimers
We will provide the Services with reasonable skill and care. Except as expressly stated in these Terms or in a Statement of Work, and to the fullest extent permitted by law, the Website, the Services and the Deliverables are provided "as is" and "as available", and we give no other warranties, conditions or representations, whether express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, or non-infringement. We do not warrant that the Website or any Deliverable will be uninterrupted, error-free, secure, or free of harmful components, or that defects will be corrected.
13. Limitation of liability
Nothing in these Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be limited or excluded — including, where you deal with us as a Consumer, your rights under consumer-protection law.
Subject to the paragraph above, and to the fullest extent permitted by law:
- we are not liable for any indirect, incidental, special or consequential loss; or for loss of profit, revenue, business, contracts, anticipated savings or goodwill; or for loss of, or damage to, or corruption of, data;
- we are not liable for any loss arising from your failure to maintain your own backups, from Content or instructions you provide, or from the acts, omissions or failures of third-party providers; and
- our total aggregate liability arising out of or in connection with the Website and/or any Engagement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — is limited to the total fees paid by you to us for that Engagement in the twelve (12) months immediately before the event giving rise to the claim.
14. Indemnity
You agree to indemnify us against all reasonable losses, costs, claims and expenses we suffer or incur arising from your breach of these Terms, from Content or materials you provide to us, or from your unlawful use of the Website, the Services or the Deliverables.
15. Term, suspension and termination
These Terms apply while you use the Website and for the duration of any Engagement. Either party may terminate an Engagement as set out in the relevant Statement of Work, or on reasonable written notice where no notice period is stated, or immediately if the other party commits a material breach that is not remedied within 14 days of written notice. We may suspend or terminate Services immediately for non-payment or for a breach of the acceptable-use clause. On termination you must pay for all Services performed and costs committed up to the termination date. Clauses that by their nature should survive termination (including intellectual property, no-refund, liability, indemnity and governing law) will continue to apply.
16. Confidentiality
Each party will keep confidential any non-public information disclosed by the other in connection with an Engagement, and will use it only to perform or receive the Services, except where disclosure is required by law. This does not prevent us from using general skills, techniques and know-how acquired in the course of our work.
17. Force majeure
We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including (without limitation) acts of God, fire, flood, power or internet failures, failures of third-party providers, cyber-attacks, strikes, war, civil unrest, epidemic or pandemic, or government action.
18. Changes to these Terms
We may update these Terms from time to time to reflect changes in our Services, the law, or our practices. The "last reviewed" date at the top of this page shows when they were most recently changed. Your continued use of the Website after a change takes effect constitutes acceptance of the updated Terms. The Terms in force when an Engagement is confirmed govern that Engagement.
19. General
- Severability. If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force.
- No waiver. A failure or delay in enforcing any provision is not a waiver of it.
- Assignment. You may not assign or transfer your rights or obligations without our written consent. We may assign or subcontract our rights and obligations, provided this does not reduce your rights.
- Entire agreement. These Terms, together with any applicable Statement of Work, our Privacy Policy and our Cookie Policy, form the entire agreement between us regarding their subject matter.
- Notices. Formal notices to us should be sent to info@shadowgames-dev.com.
20. Governing law and dispute resolution
These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by the laws of Ireland. The courts of Ireland have exclusive jurisdiction, except that, if you are a Consumer, you may also bring proceedings in the courts of the EU Member State in which you live, and you benefit from any mandatory protections of the law of that State. We would always ask you to contact us first so we can try to resolve any concern informally. Consumers in the EU may also use the European Commission's Online Dispute Resolution platform at ec.europa.eu/consumers/odr.