TERMS AND CONDITIONS

Definitions

For the purposes of clarity within this document:

  • Agreement refers collectively to the signed contract, proposal, statement of work, project plan, these Terms and Conditions, and any supplementary documentation incorporated by reference.
  • Client Materials means all information, content, media, documentation, data, credentials, text, graphics, or other assets supplied by the Client for use in connection with the Project.
  • Deliverables are the specific outputs, software components, documentation, or other work products that the Company is obligated to produce as defined in the Agreement.
  • Final Deliverables means the completed and approved versions of the Deliverables provided to the Client.
  • Project means the full body of work described in the Agreement.
  • Services include all development, consulting, advisory, staffing, technical, or related services performed under the Agreement.
  • Company Tools refers to any proprietary frameworks, libraries, source code, utilities, development environments, architecture patterns, processes, methodologies, templates, or other technical assets created, owned, or licensed by the Company, regardless of whether they are patentable or copyrightable.
  • Third-Party Resources means any materials, services, software, stock assets, APIs, or licensed products sourced from external providers and incorporated into the Project.

Provision of Services

The Company shall perform the Services described in the approved proposal and Agreement in accordance with the defined milestones and timeline.

Work will be executed using professional standards customary within the software development industry.

Validity of Proposals

Commercial proposals remain open for acceptance for thirty (30) calendar days from the date of issuance unless otherwise specified.

If a proposal is not accepted within that timeframe, the Company reserves the right to revise pricing, scope, resource allocation, or delivery timelines before resubmission.

Fees, Costs, and Compensation

Service Fees

All professional fees are defined within the Agreement or project plan and are payable according to the agreed schedule.

Third-Party Costs

Expenses related to hosting, infrastructure, licensing, paid APIs, cloud services, or similar external services are not included in development fees unless explicitly stated. Such costs are invoiced separately.

Reimbursable Expenses

Pre-approved out-of-pocket expenses incurred in connection with the Project will be billed at actual cost.

All applicable taxes are the responsibility of the Client unless otherwise agreed in writing.

Payment Terms

Invoices must be paid within five (5) calendar days of issuance unless otherwise specified in the Agreement.

Invoices will separately itemize:

  • Professional fees
  • Reimbursable expenses
  • Third-party costs

Failure to remit payment within the specified period may result in suspension of Services until outstanding balances are cleared.

Milestone-based payments shall be made in accordance with the project schedule outlined in the Agreement.

Modifications to Scope

Written Change Requests

Any request to modify scope, features, specifications, or timeline must be submitted in written form.

Within five (5) business days of receiving a change request, the Company will provide an impact assessment outlining:

  • Additional costs (if any)
  • Adjusted timelines
  • Resource implications

Minor Adjustments

Changes reasonably estimated at less than twenty percent (20%) of the original project value may be billed at standard hourly rates. Such changes may affect delivery deadlines.

Previously agreed pricing caps do not automatically apply to additional scope.

Substantial Revisions

Where proposed changes exceed twenty percent (20%) of the original scope or materially alter project requirements, a revised proposal or supplemental agreement will be required. Work on the additional scope will not commence until formal approval is obtained.

Proposal Acceptance

Any supplemental proposal must be accepted within fourteen (14) working days. Absent acceptance, the Company is not obligated to proceed with additional work.

Delays

Client-Caused Delays

The Client agrees to provide approvals, feedback, credentials, materials, and required decisions promptly. Failure to do so may result in proportional extension of project deadlines.

Company-Caused Delays

If delays arise due to internal Company circumstances, the Client will be notified without undue delay.

Force Majeure

Neither party shall be considered in breach of the Agreement for delays caused by events beyond reasonable control, including but not limited to natural disasters, labor disputes, government actions, war, terrorism, fire, flood, or other force majeure events. Milestones shall be adjusted accordingly.

Testing and Acceptance

Prior to delivery, the Company will conduct testing using commercially reasonable industry standards.

The Client shall have seven (7) working days from receipt of Deliverables to either:

  • Confirm acceptance
  • Provide written feedback specifying deficiencies

If revisions are required, the Company will address documented issues within fourteen (14) working days where reasonably possible.

Following resubmission, the Client shall have an additional seven (7) working days to review the revised Deliverables.

Failure to provide feedback within the review period constitutes acceptance.

Client Obligations

The Client agrees to:

  • Provide accurate, complete, and legally compliant materials
  • Ensure all supplied content is properly licensed
  • Proofread and verify the accuracy of materials
  • Make timely decisions regarding third-party vendors or integrations

Corrections resulting from inaccurate or incomplete Client Materials may incur additional charges.

Attribution and Portfolio Use

Unless otherwise agreed in writing:

  • The Company may include a discreet credit or hyperlink within digital Deliverables.
  • The Company may reference the Project in portfolios, marketing materials, case studies, or professional presentations.

Neither party shall unreasonably refuse acknowledgment of collaboration.

Confidentiality

Information identified as confidential, whether protected by intellectual property law or not, shall be treated as confidential by both parties.

Confidential information shall not be disclosed to third parties without prior consent, except where disclosure is legally required.

Information shall not be deemed confidential if it:

  • Is publicly available
  • Was already lawfully known
  • Is independently developed without reference
  • Is disclosed by a third party without restriction

Relationship of the Parties

Independent Contractor

The Company acts as an independent contractor. Nothing in the Agreement creates a partnership, joint venture, employment relationship, or agency.

Neither party has authority to bind the other beyond the scope of the Agreement.

Subcontractors

The Company may engage subcontractors or consultants but remains responsible for fulfillment of contractual obligations.

Non-Exclusivity

The relationship is non-exclusive. Both parties remain free to engage other entities.

Work performed under the Agreement shall not automatically be considered “work made for hire” unless explicitly stated.

Limitation of Liability

Services are provided on an “as available” basis.

The Company shall not be liable for indirect, incidental, special, consequential, or punitive damages.

Total cumulative liability shall not exceed the total fees paid by the Client under the applicable Agreement.

Intellectual Property and Usage Rights

Upon full payment, the Client is granted a non-exclusive, perpetual, worldwide license to use the Final Deliverables in the agreed format and purpose.

The Client may not:

  • Modify core components beyond agreed scope
  • Extract proprietary elements
  • Create derivative works based on Company Tools

All Company Tools and pre-existing intellectual property remain the sole property of the Company.

Support and Warranty

Reasonable post-delivery support, maintenance, corrections, or updates may be provided at standard hourly rates unless otherwise included in the Agreement.

Any warranty becomes void if Deliverables are altered, modified, or interfered with by unauthorized third parties.

The Company assumes no responsibility for modifications performed without its involvement.

Amendments

The Company reserves the right to update these Terms and Conditions at its discretion. The current version will be published on the website. Continued engagement with our services indicates acknowledgment of the applicable version at the time of use.