Terms of Service
Last updated: December 16, 2025
These Terms of Service ("Terms") govern your access to and use of the websites, services, consultations, and deliverables provided by Kernelis Studio ("Kernelis Studio," "we," "us," or "our"), including any custom design, development, and related digital services (collectively, the "Services"). By accessing our website, engaging our Services, signing a proposal, or paying any invoice, you ("Client," "you," or "your") agree to be bound by these Terms.
If you do not agree to these Terms, do not use our website or Services.
1. Scope of Services
1.1 Service Description
Kernelis Studio provides AI-powered web design, development, and digital infrastructure services, including but not limited to: custom website design, web development, e-commerce implementation, integrations with third-party APIs (such as Stripe, Google Analytics 4, and Resend), branding and creative assets, infrastructure and hosting setup, and strategy sessions.
1.2 Proposals and Statements of Work
Specific project details (scope, deliverables, timelines, and fees) are set out in written proposals, statements of work ("SOWs"), order forms, or invoices issued by Kernelis Studio and accepted by you (collectively, "Project Documents"). In the event of any conflict, the Project Documents prevail over these general Terms only with respect to the conflicting subject matter.
1.3 Changes to Scope
Any changes or additions to the agreed scope (including new features, revisions beyond the included rounds, or timeline accelerations) may require a written change order and may result in additional fees and revised timelines.
2. Eligibility and Client Responsibilities
2.1 Eligibility
You must be at least 18 years old and have the authority to enter into a binding contract on behalf of yourself or your organization to use the Services.
2.2 Client Content and Access
You are responsible for providing accurate and complete content, brand assets, feedback, account access, and approvals necessary for Kernelis Studio to perform the Services. Delays in providing required materials or approvals may extend timelines and do not entitle you to a refund or credit.
2.3 Compliance and Lawful Use
You are solely responsible for ensuring that your use of our Services, websites, and any final deliverables complies with applicable laws, regulations, and industry standards, including privacy, marketing, and advertising rules in your jurisdiction.
3. Use of Third-Party Services and APIs
3.1 Third-Party Providers
Our Services may integrate or interact with third-party platforms and APIs, including but not limited to:
- •Stripe (payments)
- •Google Analytics 4 (analytics)
- •Resend (email marketing and automation)
These third-party services are governed by their own terms and privacy policies, and Kernelis Studio is not responsible for their availability, performance, or data handling.
3.2 Client Accounts
In some cases, we may configure or manage third-party tools using your own accounts and licenses. You remain responsible for those accounts, including fees, usage limits, and ongoing compliance with the third-party provider's terms.
3.3 Data Processing
To the extent that Kernelis Studio processes personal data on your behalf when integrating or configuring third-party services, such processing is governed by our Privacy Policy and any separate data processing terms agreed between you and Kernelis Studio.
4. Fees, Payment Terms, and Taxes
4.1 Fees
Fees for the Services are specified in the applicable Project Documents, order forms, or invoices. Unless explicitly stated otherwise, all prices are listed in the currency specified on the invoice.
4.2 Payment Schedule
Projects may require deposits, progress payments tied to milestones, or full prepayment, as stated in the Project Documents. You agree to pay all amounts by the due date indicated on the invoice.
4.3 Late Payments
If payment is not received when due, Kernelis Studio may, at its discretion:
- •Suspend or delay work and delivery of any assets.
- •Charge late fees or interest to the maximum extent permitted by law.
- •Withhold or revoke licenses to any deliverables until payment is made in full.
4.4 Taxes
You are responsible for all applicable taxes, duties, or governmental charges (excluding taxes based on our income) associated with the Services, unless expressly stated otherwise.
5. No Refunds – All Sales Final
5.1 Custom Work and Final Sale
Due to the customized and service-based nature of our work, all sales are final and non-refundable. Once payment is made and work has commenced, you are not entitled to any refund, credit, or chargeback, except where required by applicable law.
5.2 Deposits and Retainers
Any deposits or retainers paid to reserve our time or begin a project are non-refundable and are applied toward the project fees. If you cancel the project or fail to provide required inputs, such payments are forfeited.
5.3 Subscriptions or Ongoing Services
If you engage Kernelis Studio for recurring services (such as maintenance or ongoing support), you may cancel future billing in accordance with the cancellation terms of your agreement; however, no refunds will be issued for fees already paid, even if the service is not fully used.
5.4 Chargebacks
You agree not to initiate chargebacks for Services that have been provided in accordance with the agreed scope. If you initiate a chargeback, Kernelis Studio reserves the right to suspend Services, revoke licenses, and pursue any remedies available under applicable law.
6. Revisions, Approvals, and Acceptance
6.1 Included Revisions
Project Documents will specify the number of included rounds of revisions. Additional revisions beyond what is included will be billed at our then-current rates.
6.2 Client Approvals
When we provide drafts, mockups, prototypes, or staging sites, you are responsible for reviewing them and providing timely feedback. Your written approval (including email confirmation) constitutes acceptance of the work at that stage.
6.3 Deemed Acceptance
If you do not respond with feedback or approval within a reasonable period (often 5–10 business days, as specified in the Project Documents), the relevant deliverables may be deemed accepted and complete, and any remaining payments shall become due.
7. Intellectual Property
7.1 Ownership of Pre-Existing IP
Kernelis Studio retains all rights, title, and interest in any pre-existing intellectual property, tools, frameworks, templates, code, and design systems used or developed in the course of providing the Services, including our trademarks, brand assets, and proprietary methodologies.
7.2 Client Content
You retain ownership of all content, trademarks, and materials you provide to us ("Client Content"). You grant Kernelis Studio a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and modify the Client Content solely as necessary to perform the Services.
7.3 License to Deliverables
Upon full payment of all fees due, and subject to these Terms and any Project Documents, Kernelis Studio grants you a non-exclusive, non-transferable license to use the final approved deliverables for your internal business and marketing purposes. Unless explicitly transferred in writing, this is a license, not an assignment of all intellectual property rights.
7.4 Portfolio Use
You grant Kernelis Studio the right to display the project, including screenshots, design elements, and your logo or name, in our portfolio, website, case studies, and marketing materials, unless you notify us in writing that a particular project must remain confidential.
8. Confidentiality
8.1 Confidential Information
Both parties may receive non-public, confidential, or proprietary information from the other ("Confidential Information"). Each party agrees to use such Confidential Information solely for purposes of performing or receiving the Services and to protect it with reasonable care.
8.2 Exclusions
Confidential Information does not include information that is publicly available, already known to the receiving party, independently developed without use of the other party's information, or rightfully received from a third party.
9. Disclaimers
9.1 No Guarantee of Results
While Kernelis Studio aims to build high-performing, conversion-focused digital experiences, we do not guarantee specific business outcomes, such as increased revenue, traffic, search rankings, or conversion rates.
9.2 Third-Party Tools and Uptime
We do not guarantee the availability, performance, or security of third-party tools or platforms including hosting providers, Stripe, Google Analytics, Resend, or any other integrated services. Outages or changes in those services are outside our control.
9.3 "As-Is" Services
Except as expressly provided in a written agreement, the Services and deliverables are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by law.
10. Limitation of Liability
10.1 Liability Cap
To the maximum extent permitted by law, Kernelis Studio's total aggregate liability for any and all claims arising out of or related to the Services or these Terms shall not exceed the total fees actually paid by you to Kernelis Studio for the specific project or Service giving rise to the claim in the twelve (12) months preceding the event.
10.2 Exclusion of Certain Damages
To the fullest extent permitted by law, Kernelis Studio shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or any loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages.
10.3 Time Limitation
Any claim arising out of or relating to the Services must be brought within one (1) year after the cause of action accrues, or such claim is permanently barred, where permitted by law.
11. Indemnification
You agree to indemnify, defend, and hold harmless Kernelis Studio and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:
- •Your use of the Services or deliverables.
- •Your violation of these Terms or any applicable law.
- •Any claim that Client Content infringes or misappropriates any third-party rights.
12. Termination
12.1 Termination by Client
You may terminate a project or engagement at any time by providing written notice. However, all amounts already paid are non-refundable, and you remain responsible for payment of all work performed and commitments made up to the effective date of termination.
12.2 Termination by Kernelis Studio
Kernelis Studio may suspend or terminate Services, in whole or in part, if you breach these Terms, fail to pay amounts due, or engage in conduct that, in our reasonable judgment, could harm our business, reputation, or other clients.
12.3 Effect of Termination
Upon termination, all licenses granted to you under these Terms (except those explicitly designated as surviving) shall cease, and you must cease using any non-paid or trial deliverables. Sections that, by their nature, should survive termination (including payment obligations, IP ownership, confidentiality, limitations of liability, and indemnification) shall survive.
13. "All Sales Final" and Consumer Rights
13.1 Consumer Protection Laws
Nothing in these Terms is intended to limit any non-waivable consumer rights you may have under applicable law. If such laws require the possibility of a refund or repair in certain circumstances (for example, defective services), those statutory rights may still apply despite our "all sales final" policy.
13.2 Clarity at Point of Sale
Where required by law, we strive to make our no-refund / all sales final policy clear at the point of purchase, including in online checkouts, proposals, and invoices.
14. Changes to These Terms
We may update these Terms from time to time. The "Last updated" date at the top indicates when the latest revisions were made. Material changes will generally apply prospectively. Your continued use of the Services after changes become effective constitutes acceptance of the revised Terms.
15. Governing Law and Dispute Resolution
15.1 Governing Law
These Terms and any dispute related to them or the Services shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico, without regard to its conflict of law rules.
15.2 Informal Resolution
Before initiating formal legal proceedings, both parties agree to attempt to resolve any dispute informally, within a reasonable period after written notice of the dispute.
15.3 Venue
Subject to any mandatory jurisdiction rules, any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in Puerto Rico, and you consent to the personal jurisdiction of such courts.
15.4 Arbitration (Optional)
If you wish, an arbitration clause can be added to require disputes to be resolved through binding arbitration rather than court proceedings, subject to local law.
16. Miscellaneous
16.1 Independent Contractor
Kernelis Studio performs the Services as an independent contractor, not as an employee, partner, or joint venturer of the Client.
16.2 Entire Agreement
These Terms, together with the Project Documents and our Privacy Policy, constitute the entire agreement between you and Kernelis Studio regarding the Services and supersede all prior or contemporaneous communications.
16.3 Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
16.4 No Waiver
Failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision.
16.5 Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Kernelis Studio may assign these Terms in connection with a merger, acquisition, or sale of assets.
17. Contact
If you have any questions about these Terms, please contact:
Kernelis Studio
Email: [email protected]