Terms and Conditions

Definitions

Agreement: Any contract, proposal, statement of work, service terms, or supporting documentation approved by both parties.
Client Materials: Any information, files, content, branding assets, text, graphics, credentials, or other materials supplied by the client for use within the project.
Deliverables: All work products, software components, APIs, documentation, integrations, or other outputs specified within the agreed project scope.
Company Tools: All proprietary resources, frameworks, scripts, software, methodologies, code libraries, systems, templates, utilities, design structures, and technical solutions owned, developed, or licensed by our company, whether protected by intellectual property law or not.
Final Deliverables: The completed and approved version of the deliverables provided to the client after fulfillment of the agreed scope.
Project: The services, development activities, consulting, recruitment, API integration, or related tasks outlined in the agreement.
Services: All professional services provided by our company under the approved agreement, proposal, or scope of work.
Third-Party Resources: Any external tools, software, APIs, hosting solutions, plugins, cloud services, stock assets, libraries, or materials owned or provided by third parties.

API Development and Related Services

Our company agrees to provide development, consulting, integration, support, and related technical services according to the approved proposal, project milestones, and agreed timelines.

Proposal and Scope of Work

All commercial proposals remain valid for thirty (30) calendar days unless otherwise specified in writing. If a proposal is not accepted within this timeframe, we reserve the right to revise pricing, timelines, technical recommendations, resource allocation, or scope details before resubmitting an updated version for approval.

Pricing and Compensation

Service Fees

The client agrees to pay all fees described within the agreement, milestone schedule, or approved proposal, including any applicable taxes.

Third-Party Costs

External expenses related to hosting, API subscriptions, cloud platforms, licenses, paid integrations, or similar third-party services are billed separately unless otherwise stated.

Reimbursable Expenses

Reasonable project-related expenses incurred during service delivery may be charged to the client at cost.

Payment Terms

Invoices

Invoices are payable within five (5) business days from the invoice issue date unless different payment terms are stated in the agreement.

Milestone Payments

Payments shall follow the milestone structure or billing schedule defined within the project documentation.

Failure to complete payments on time may result in temporary suspension of ongoing work until outstanding balances are resolved.

Project Scope Adjustments

Change Requests

Any modification to the agreed scope must be submitted in writing by the client. We will review the request and provide a response outlining any impact on pricing, timelines, technical implementation, or resource allocation.

Minor Modifications

Small revisions or additions that require limited effort may be billed at our standard hourly rates without creating a separate agreement.

Major Modifications

Requests involving substantial scope expansion, architecture changes, additional integrations, or extended timelines may require a revised proposal or separate agreement before work continues.

Proposal Acceptance

Any updated proposal related to scope changes should be approved within fourteen (14) business days. Delays in approval may affect delivery timelines and resource availability.

Delays and Timeline Adjustments

Client-Related Delays

The client agrees to provide feedback, approvals, materials, credentials, and requested information within a reasonable timeframe. Delays in communication or approvals may extend project deadlines accordingly.

Company-Related Delays

If delays occur due to issues on our side, we will promptly notify the client and provide updated delivery expectations.

Circumstances Beyond Reasonable Control

Neither party shall be held responsible for delays caused by events outside reasonable control, including but not limited to government actions, internet outages, labor disputes, natural disasters, war, terrorism, or infrastructure failures.

Testing and Acceptance

Quality Assurance

Deliverables are tested using commercially reasonable industry practices before submission to the client.

Review Period

The client has seven (7) business days to review and either approve or reject submitted deliverables.

If rejected, the client must provide clear written feedback describing the identified issues. We will make reasonable corrections within an appropriate timeframe and resubmit the deliverables for additional review. If no written rejection is received within the review period, the deliverables may be considered accepted.

Client Obligations

The client agrees to:

Provide accurate and lawful content, materials, and access credentials;
Ensure all supplied materials may legally be used within the project;
Review deliverables and provide feedback within agreed timelines;
Proofread and verify all client-provided content before publication or deployment;
Make decisions regarding third-party vendors or services without unnecessary delays.

Any additional corrections caused by inaccurate or incomplete client-provided information may result in additional charges.

Portfolio and Promotional Rights

Attribution

Unless otherwise agreed, our company may include a discreet reference, attribution, or link within project materials or technical documentation.

Portfolio Usage

We may reference completed projects, screenshots, case studies, or general project descriptions within portfolios, presentations, marketing materials, or company websites for promotional purposes unless restricted by a separate confidentiality agreement.

Confidentiality

Both parties agree to protect confidential information disclosed during cooperation, regardless of whether such information is marked as confidential.

Confidential information shall not be disclosed to third parties unless required for project execution, legal compliance, or explicitly approved by the other party.

Information shall not be considered confidential if it:

Is publicly available without breach of this agreement;
Was already lawfully known by the receiving party;
Is independently developed without access to confidential materials;
Is disclosed by a third party without restrictions.

Relationship Between Parties

Our company operates as an independent contractor. Nothing within this agreement creates a partnership, employment relationship, joint venture, or agency relationship between the parties.

We may engage contractors, consultants, or external specialists to assist with service delivery while remaining responsible for the agreed deliverables.

Both parties remain free to cooperate with other companies, clients, contractors, or service providers during the course of the project.

Limitation of Liability

All services and deliverables are provided on an “as is” and “as available” basis unless otherwise expressly agreed in writing.

To the maximum extent permitted by law, our company shall not be liable for indirect, incidental, consequential, special, or business-related damages, including lost profits, lost revenue, or loss of data.

Any total liability related to the project shall not exceed the amount actually paid by the client for the specific services giving rise to the claim.

Intellectual Property and Usage Rights

Usage License

Upon full payment, the client receives a non-exclusive, perpetual license to use the final deliverables for the agreed business purposes.

Restrictions

The client may not resell, redistribute, reverse engineer, extract proprietary frameworks, or create derivative works from proprietary company tools unless explicitly permitted in writing.

Retained Rights

Our company retains ownership of all internal methodologies, reusable frameworks, development practices, libraries, utilities, and pre-existing intellectual property used during the project.

Support and Maintenance

Additional maintenance, support, troubleshooting, updates, or post-launch modifications may be provided under separate agreements or billed at standard service rates.

Any warranty or support obligations become void if deliverables are altered, modified, or interfered with by unauthorized third parties.

Updates to These Terms

We reserve the right to revise or update these Terms and Conditions at any time. Updated versions will be published on this page.

Continued use of our website or services after changes become effective constitutes acceptance of the revised terms.