Terms of Service
Effective date: September 2, 2025
1. Definitions
"Client," "Project," "Deliverables," "SOW," "Confidential Information," "Open Source Software," etc.
2. Engagement & Scope
Work is described in a Quote or SOW. Hourly time-and-materials by default at the rates set out in the Quote (typ. $15–$25/hr), with estimates by role and milestone. Fixed-bid available by exception.
3. Change Management
Out-of-scope work is estimated and approved in writing before we proceed. We may adjust timelines and estimates when scope changes.
4. Fees, Invoicing, Taxes
Weekly invoices; net 7 unless otherwise agreed. Late amounts may accrue a reasonable finance charge as permitted by law. Client pays applicable taxes excluding our income taxes.
5. Expenses
Pre-approved, reasonable expenses are reimbursable at cost (e.g., travel, test devices).
6. Client Obligations
Provide timely access to code, systems, environments, and staff. Designate a decision-maker. Maintain backups of your own systems.
7. Intellectual Property & License
Upon full payment, Client owns the Deliverables we create specifically for the Project, excluding our pre-existing materials, tools, or generic components. We grant Client a perpetual, worldwide, royalty-free license to our pre-existing materials as incorporated in the Deliverables. Open source components remain under their respective licenses.
8. Open Source & Third-Party Software
We may use open source and third-party software in line with industry practices. We will disclose licenses that require attribution or source availability.
9. Acceptance
Deliverables are deemed accepted when they meet agreed acceptance criteria or, if none, when materially conforming to the SOW and no rejection notice is given within 10 business days of delivery.
10. Warranties
We warrant that we will perform services in a professional, workmanlike manner. Except as stated, services and deliverables are provided "as is" to the maximum extent permitted by law.
11. Confidentiality
Each party will protect the other's Confidential Information with reasonable care and use it only for the Project. Source code, credentials, and business plans are Confidential Information.
12. Security & Data Processing
We follow the security practices outlined in the Security section and, where applicable, the Data Processing Addendum (DPA) forms part of these Terms when we process personal data on your behalf.
13. Non-Solicitation (optional)
During the engagement and for 12 months after, Client will not directly hire our employees or contractors who worked on the Project without our written consent. If included, an optional fee may apply for conversion.
14. Indemnities
- By us: We will defend indemnify against third-party claims alleging that Deliverables infringe IP rights, excluding claims arising from Client materials or instructions.
- By Client: Client will defend indemnify against claims arising from Client's data, instructions, or unlawful use of the Deliverables.
15. Limitation of Liability
Neither party is liable for indirect, incidental, special, consequential, or punitive damages, nor for lost profits or revenues. Our total liability is capped at the fees paid by Client for the prior 3 months, except for confidentiality or IP indemnity obligations.
16. Term & Termination
Either party may terminate for convenience on 7 days' notice or for cause upon breach uncured for 10 days. Client will pay for work performed to termination date. On termination we will hand over work-in-progress and, on request, delete or return Client data per the DPA.
17. Publicity
We may reference Client's name and logo as a customer only with prior written consent. Case studies require Client approval.
18. Force Majeure
Neither party is liable for delays due to events beyond reasonable control.
19. Governing Law & Venue
State of California, USA, without regard to conflict of law principles. Exclusive venue: San Francisco County courts.
20. Miscellaneous
Entire agreement, assignment, notices, severability, independent contractors, no waiver, order of precedence (SOW > Terms > Privacy).
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