Terms of service

1. What this site is

A private environment where we show you work in progress and you tell us what you think. Depending on your engagement it may hold:

• coded prototypes at various stages of completion, viewed inside a device frame
• design notes, framing and rationale attached to a screen
• comments and pins you leave on a screen, and our replies
• a changelog of what changed since you last looked
• a record of approvals and requested changes
• links, specifications and handover material for a build

It is not a delivered product, a staging environment, a backup, or a document store. Keep your own copy of anything that matters to you.

2. Who these terms bind

"You" means the organisation the credentials were issued to, and every person who uses them. Logins are shared by design, so a single set of credentials usually covers a whole team.

If you accept these terms on behalf of an organisation, you confirm you're authorised to do so and that the organisation is bound.

You're responsible for everything done using your credentials, by your staff, your contractors, your agency partners or anyone else you let in, as if you'd done it yourself.

3. If we also have a signed agreement

Most engagements are also covered by a signed proposal, statement of work, master services agreement or purchase order. Where a signed agreement between us covers the same subject as these terms and says something different, the signed agreement controls, for that subject only.

These terms fill everything a signed agreement doesn't cover, which is most of what this site does day to day. Where there is no signed agreement, these terms, the acceptable use policy and the privacy policy are the entire agreement between us about your access to this site.

4. Access and credentials

Credentials are issued by us, per organisation, and stay ours to manage.

• Use them only inside your organisation, and only with people who need them for the engagement.
• Don't publish them, post them in a public channel, or pass them to a third party, including another agency, without our written agreement.
• Tell us within two business days if you think a credential has been shared beyond that, or lost.
• We may rotate, suspend or revoke any credential at any time, and we'll tell you when we do.
• Sessions expire, and signing out ends one immediately.
• Sign-ins are recorded by our hosting provider in ordinary server logs.

Anything done with your credentials is treated as done by you. This is a shared password, not an identity system, and it can't tell your colleagues apart.

5. What you may do with the preview

While your access is live, and provided you're not in breach of these terms and no invoice is overdue, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to sign in, view the material, and leave feedback, for the sole purpose of evaluating and directing the work under your engagement.

You may show the material internally, and to contractors and advisers who are working on the same engagement and are under confidentiality obligations at least as protective as those in section 11.

That's the whole grant. No other right or licence is given, expressly, by implication, or by any course of dealing between us.

6. What you may not do

Without our written consent, you may not:

• use the material for anything other than evaluating the work under your engagement
• publish, present externally, post publicly, or share with anyone outside the group described in section 5
• sell, licence, rent or otherwise make the material available to a third party
• copy, extract, decompile, reverse engineer or attempt to obtain the source of anything you're not given
• scrape the site, or access it with automated tools, crawlers or scripts
• probe, scan or test the security of the site or its infrastructure
• remove or obscure any notice of ownership
• use anything you see here to build a competing product, or to brief someone else to build one

Our acceptable use policy forms part of these terms and sets out the rest, including what must never be typed into a comment. Breaching it breaches these terms.

7. Prototypes are not products

Unless we've told you in writing that a specific item is production ready:

• flows are partial, and screens may be illustrative rather than functional
• all data shown is fabricated placeholder content, even where it looks real, and no number in a prototype should be quoted
• nothing has been tested, reviewed or audited for security, privacy, accessibility, performance, resilience or legal compliance
• nothing is built to receive real customer data, real payments or real personal data
• there is no uptime commitment, no backup commitment and no support commitment
• screens can change, break or disappear without notice, because that's what an active design environment does
• copy inside a mockup, including anything that reads like a legal, medical, financial or regulatory statement, is placeholder text and is not advice

So don't deploy a prototype, don't put one in front of real users, don't use one to take a real transaction, don't submit one to a regulator, an investor or a customer as a working product, and don't treat a screen as a specification unless we've written it as one.

If you need something production ready, that's separate work, under a separate scope, at a separate price. Ask us and we'll quote it.

8. Who owns what

We own, or licence from others, everything in this site: the preview shell and its code, the review layer, the components, design systems, tooling and scripts, every prototype and every draft, and the know-how, methods and templates underneath them. We call all of that our materials.

Nothing on this site transfers ownership of anything. Signing in gives you the licence in section 5 and nothing more.

Deliverables transfer on payment in full. When we've received cleared payment of every sum due for your engagement, we assign to you the intellectual property rights in the final deliverables created specifically for you and identified as deliverables in the signed agreement. Until then those rights are ours.

That assignment excludes our background materials: the preview shell, the review layer, shared components, tooling, and anything generic or reusable, along with any improvement to them. You get a perpetual, worldwide, non-exclusive licence to use our background materials as they're embedded in the deliverables, and no right to extract or relicense them separately.

Third-party assets matter here. A prototype may use fonts, icons, photography, video, sample content or code libraries licensed to us for demonstration only, or licensed to you, or not licensed at all because a prototype doesn't need it. Before you publish anything, ask us what's inside it and obtain the licences you need. We'll tell you what we know; we don't warrant that a demonstration asset is cleared for your use.

9. Comments, feedback and anything you upload

You keep ownership of what you write here: comments, replies, requested changes, approvals, and any file you attach. We call that your content.

You grant us a worldwide, royalty-free, non-exclusive licence to store, copy, display and use your content for the purpose of carrying out the engagement, and to keep it as part of our project record afterwards.

Feedback is different from your content. Where you give us a suggestion about how this preview tool itself should work, we may use it freely and indefinitely to improve our tools and services, with no obligation to compensate you, provided we don't identify you and don't disclose your confidential information in doing so.

You confirm that you have the right to submit everything you submit, and that it doesn't infringe anyone's rights. Don't put personal data about third parties, customer records, credentials, health, financial or otherwise regulated data, or anyone else's confidential material into a comment or an attachment. See the acceptable use policy and the privacy policy.

We may remove content that breaches these terms, and we'll tell you when we do.

10. Approvals and sign-off

The sign-off control records a decision: a state, a named person from the roster your organisation gave us, and a timestamp. It exists so a decision has a record rather than living in a thread.

Where your signed agreement makes acceptance of a deliverable a milestone, an approval recorded here is your acceptance of that deliverable for that purpose, and we may act on it and invoice against it.

We're entitled to treat any approval recorded under your credentials as given by someone you authorised. If that changes, tell us who may approve, and we'll change the roster.

Requesting changes is a normal outcome and costs nothing. But changes asked for after an approval, or after the scope was agreed, are new work, and may affect scope, timeline and fees.

11. Confidentiality

This runs both ways. Everything in this site is our confidential information, including unreleased prototypes, design directions, rationale, code and the tooling itself. Everything you tell us about your business, roadmap, customers, metrics and plans is your confidential information.

Each of us will:

• use the other's confidential information only for the engagement
• protect it with at least the care we'd use for our own, and never less than reasonable care
• disclose it only to people who need it for the engagement and are bound by obligations at least as strict
• not post it publicly, including screenshots, screen recordings, walkthroughs and social posts
• return or delete it on written request, apart from copies kept in routine backups or required by law

None of that applies to information that is already public without a breach, was already lawfully known, is independently developed without using the other's information, or is lawfully received from a third party free to disclose it. If disclosure is required by law or a regulator, tell the other party first where you're lawfully able to.

These obligations last for three years after access ends, and for as long as the information remains a trade secret or remains unreleased, whichever is longer.

12. Fees and suspension

Fees, invoicing and payment terms live in your signed agreement. Nothing is charged through this site and no payment details are collected here.

If an invoice is more than fourteen days overdue, we may suspend or remove access until it's paid. We'll email first.

Suspension doesn't reduce what's owed, doesn't extend a deadline we've committed to, and doesn't count as termination by us.

13. Availability, changes and deletion

There's no uptime commitment. This is a working environment: we deploy to it during the working day, pages change without notice, features appear and are removed, and a screen you saw yesterday may be different or gone today. That's the point of it.

We may change, suspend or discontinue any part of the site at any time, and we may change these terms as set out in section 20.

When an engagement ends, we keep the review record, meaning comments, approvals, changelog entries and any screenshots, for ninety days after access ends, and then delete it. Ask before then and we'll export it for you. After that it's gone.

Keep your own copies of anything you need to keep.

14. Third-party services

This site runs on third-party infrastructure, including a hosting platform, a managed database and a file store. The privacy policy names them.

We choose reputable providers and hold them to their published terms, but we don't control them. We're not responsible for their outages, changes, errors, data loss or security incidents, except to the extent our own negligence caused the problem. Their terms govern their services.

A prototype may also embed or link to a third-party service for demonstration. That service's terms and privacy policy apply to it, not ours.

15. Portfolio and publicity

We may describe and show this work in our portfolio, case studies, talks, articles and social posts, including screenshots and recordings, once the work or the product it belongs to is publicly available, or earlier if you agree in writing. An email is enough.

We won't disclose your confidential information, unreleased strategy, internal metrics, or anything you've asked us in writing to keep out. If you'd rather a specific item came down, tell us and we'll remove it within a reasonable time.

We may use your name and logo to identify you as a client, in the ordinary way a portfolio does, and for no other purpose.

If your signed agreement says otherwise, that agreement wins. See section 3.

16. What we promise, and what we don't

We warrant that we'll perform the services under your engagement with reasonable skill and care, and that we have the right to grant the licence in section 5.

We don't warrant that the site will meet your requirements, that it will be available at a given moment, that defects will be corrected, that content is accurate or current, or that any business outcome will follow from the work.

17. Limitation of liability

Our total aggregate liability arising out of or connected with these terms and your use of this site, taken together across all claims, is limited to the greater of the fees you actually paid us for the engagement in the three months before the event giving rise to the claim, or HK$5,000.

We're not liable at all for:

• your use of a prototype in a live, production, public or customer-facing setting
• any decision, commitment or investment made on the basis of a prototype
• loss of content you didn't keep your own copy of
• access obtained using credentials you shared, lost or failed to report
• acts, omissions, outages or security incidents of a third-party provider
• content you or your people submitted

Nothing in these terms excludes or limits liability that can't lawfully be excluded, including liability for death or personal injury caused by negligence, and liability for fraud or fraudulent misrepresentation. Each exclusion and limit above is severable and applies only so far as it's reasonable under the Control of Exemption Clauses Ordinance (Cap. 71) of Hong Kong; if one is held unreasonable, the rest survive.

These limits are how the risk was allocated when the fees were set. Both of us are relying on them.

18. Indemnity

You'll indemnify us against any claim, loss, liability, damage, cost or reasonable legal fee arising out of:

• your breach of these terms, the acceptable use policy or your confidentiality obligations
• content you or anyone using your credentials submitted
• your use of a prototype in production, in public, or with real users or real data
• your publication of an asset from a prototype without the licence for it
• access you granted to anyone, whether or not you meant to

We'll tell you promptly about a claim, let you take conduct of the defence with counsel we reasonably approve, and cooperate at your cost. You won't settle in a way that admits fault on our part, or imposes an obligation on us, without our written consent.

19. Term and termination

These terms start when you first sign in and run until your access ends.

You may stop using the site at any time, and asking us to close your access is enough. We may withdraw access at any time, and we'll normally give notice; we may suspend or withdraw it immediately where there's a breach, an overdue invoice, or a security concern.

When it ends, stop using the material, delete any copy you downloaded except one archival copy your own record-keeping rules require, and understand that we may delete the review record as described in section 13.

Sections 8, 9, 11, 15, 16, 17, 18, 21 and 22 survive the end of these terms, along with anything else that by its nature should.

20. Changes to these terms

We may amend these terms. The current version is always on this page, with its effective date at the top.

For a material change we'll say so on the sign-in screen, or email the address on your account, before it takes effect. Continuing to sign in after the effective date means you accept the change.

If you don't accept a change, stop signing in and tell us, and we'll close the access. A change never applies retroactively to a dispute that already exists.

21. Governing law and disputes

These terms, and any dispute or claim arising out of them or their subject matter, including non-contractual ones, are governed by the laws of the Hong Kong Special Administrative Region.

Before starting proceedings, email us and give us thirty days to sort it out. Most things are a misunderstanding and are cheaper to fix in an email than anywhere else.

If that fails, the courts of the Hong Kong Special Administrative Region have exclusive jurisdiction, and both of us submit to them.

22. General

• Entire agreement: these terms, the acceptable use policy and the privacy policy, together with any signed agreement between us, are the whole agreement about your access to this site, and replace anything said before it. Neither of us relies on a statement not written down here, though nothing limits liability for fraud.
• Assignment: we may assign these terms to a successor to our practice, including on incorporation. You may not assign or transfer them without our written consent.
• Severability: if a provision is unenforceable, it's modified to the least extent needed to make it enforceable, or removed, and the rest stands.
• No waiver: not enforcing something once doesn't waive it.
• No partnership: nothing here creates a partnership, joint venture, agency or employment between us, and neither of us may bind the other.
• Third-party rights: a person who isn't a party to these terms has no right to enforce them under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) of Hong Kong.
• Notices: send ours to contact@roydenso.com. Ours go to the email address on your account, and are treated as received the next business day.
• Events outside our control: neither of us is liable for a failure caused by something genuinely beyond our reasonable control, including infrastructure and network failure at a provider.
• Language: these documents are written in English, and the English version governs.
• Headings are for reading, not for interpretation.

23. How to reach us

Questions about these terms, a request to publish early, a roster change, or anything else: contact@roydenso.com.

Royden So, Hong Kong SAR.