Terms of Service

These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and [COMPANY NAME] ("we," "us," or "our"), a software development company based in [COUNTRY].

By accessing our website, requesting a proposal, signing a statement of work (SOW), or otherwise using our services, you agree to be bound by these Terms and any applicable project-specific agreements. If you are entering into an agreement on behalf of a company, you represent that you have authority to bind that entity.

If you do not agree to these Terms, you must not use our services. Project-specific SOWs, master service agreements (MSAs), and NDAs may supplement or override certain provisions where explicitly stated.

[COMPANY NAME] provides professional software development and related services, which may include but are not limited to:

• Custom web application and API development
• Mobile application development (iOS, Android, cross-platform)
• SaaS product engineering and MVP development
• UI/UX design, design systems, and prototyping
• CMS and admin panel development
• Technical consulting, code audits, and architecture reviews
• DevOps, cloud infrastructure setup, and deployment support
• Ongoing maintenance, bug fixes, and feature enhancements

The specific scope, deliverables, timeline, and fees for each engagement are defined in a signed SOW or proposal. Services are provided on a time-and-materials, fixed-price, or retainer basis as agreed in writing.

To enable successful project delivery, you agree to:

• Provide timely access to stakeholders, requirements, brand assets, and technical documentation
• Designate a primary point of contact with decision-making authority
• Review and approve deliverables within agreed review periods (typically 3–5 business days)
• Supply accurate information regarding third-party accounts, APIs, hosting, and licenses
• Ensure you have rights to all content, data, and materials you provide to us
• Maintain backups of your data and systems where applicable

Delays caused by late feedback, missing assets, or scope ambiguity may result in timeline adjustments and additional fees. We are not responsible for failures arising from incomplete or inaccurate client inputs.

Invoicing

Fees are invoiced according to the payment schedule in your SOW — commonly milestone-based, monthly retainer, or upon completion of defined phases. Unless otherwise stated, invoices are due within 15 calendar days of issuance.

Late Fees

Overdue balances may accrue interest at a rate of 1.5% per month (or the maximum permitted by law, whichever is lower) from the due date until paid in full. We reserve the right to pause work on active projects if invoices remain unpaid beyond 30 days after the due date.

Refunds

Fees for work already performed are generally non-refundable. For fixed-price engagements, any refund eligibility is limited to the terms specified in your SOW. Deposits and kickoff fees are non-refundable once project work has commenced. Disputes regarding invoice amounts must be raised in writing within 10 business days of receipt.

Expenses

Third-party costs (licenses, hosting, stock assets, paid APIs, travel) are billed at cost unless included in the agreed fee. Material expenses exceeding an agreed threshold require prior written approval.

Work Product

Upon receipt of full payment for the applicable deliverables, custom work product created specifically for your project (source code, designs, documentation) is assigned to you as work-for-hire, unless otherwise specified in your SOW. We retain no ownership interest in client-specific deliverables once payment is complete and assignment terms are satisfied.

Retained Tools & Frameworks

[COMPANY NAME] retains ownership of pre-existing intellectual property, including internal frameworks, boilerplate code, libraries, development tools, methodologies, and general know-how developed prior to or independently of your project ("Background IP"). You receive a perpetual, non-exclusive, royalty-free license to use Background IP embedded in deliverables solely as part of the delivered solution.

Third-Party Components

Deliverables may incorporate open-source libraries and third-party services subject to their respective licenses. We will identify material third-party dependencies and recommend appropriate license compliance measures.

Portfolio Rights

Unless restricted by NDA, we may display non-confidential project descriptions, screenshots, and case studies in our portfolio and marketing materials, with your prior approval where required.

Each party agrees to protect the other's confidential information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care. Confidential information includes business plans, technical data, source code, trade secrets, financial information, and any materials marked or reasonably understood to be confidential.

Confidential information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party without restriction
• Is independently developed without use of confidential information
• Is disclosed with the disclosing party's written consent
• Must be disclosed by law, provided the receiving party gives prompt notice where permitted

Confidentiality obligations survive termination of the engagement for a period of three (3) years, or longer where trade secrets are involved. A separate NDA may impose additional or stricter terms.

All project work is governed by the scope defined in the signed SOW, proposal, or specification document. Requests for features, revisions, or deliverables outside the agreed scope constitute change requests.

Change requests are handled as follows:

• Submitted in writing (email, project management tool, or formal change order)
• Assessed for impact on timeline, budget, and technical architecture
• Documented in a change order with revised estimates before work begins
• Billed at the agreed hourly rate or revised fixed price upon approval

We are not obligated to perform out-of-scope work without a signed change order or written approval. Emergency fixes may be addressed under a separate support agreement where applicable.

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. For a period of 30 days following delivery of a milestone or final release, we will correct material defects in deliverables that deviate from the agreed specifications, provided the issue is reported promptly and is not caused by client modifications, third-party services, or misuse.

EXCEPT AS EXPRESSLY STATED ABOVE, OUR SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant uninterrupted or error-free operation of third-party platforms, hosting providers, app stores, or external APIs. Performance depends in part on factors outside our control.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, [COMPANY NAME] SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES.

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO AN ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO [COMPANY NAME] FOR THAT ENGAGEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages. Some jurisdictions do not allow certain limitations, so portions of this section may not apply to you.

Either party may terminate an engagement under the following conditions:

• Convenience— with 30 days' written notice, subject to payment for all work completed through the termination date
• Material breach — if the other party fails to cure a material breach within 15 business days of written notice
• Insolvency — immediately upon bankruptcy, assignment for the benefit of creditors, or cessation of business operations

Upon termination:

• All outstanding invoices become immediately due and payable
• We will deliver work-in-progress and project assets upon receipt of payment for completed work
• Each party will return or destroy confidential information per the confidentiality section
• Sections regarding IP, confidentiality, payment, warranties, liability, and governing law survive

These Terms are governed by and construed in accordance with the laws of [COUNTRY], without regard to conflict-of-law principles. Any dispute arising from these Terms or our services shall be subject to the exclusive jurisdiction of the courts located in [COUNTRY], unless the parties agree in writing to binding arbitration.

Before initiating formal proceedings, the parties agree to attempt good-faith negotiation for a period of 30 days. Nothing in this section prevents either party from seeking injunctive relief for intellectual property or confidentiality violations.

We may update these Terms from time to time to reflect changes in our services, legal requirements, or business practices. When we make material changes, we will update the "Last updated" date at the top of this page and, where appropriate, notify active clients via email.

Continued use of our website or services after changes take effect constitutes acceptance of the revised Terms. For active engagements, the Terms in effect at the time of SOW execution govern that project unless both parties agree otherwise in writing.

Questions about these Terms may be directed to [EMAIL].