Terms of Service

Payment Terms

• Payment dates are based on the kickoff date of the project plus the schedule indicated in the proposal, unless otherwise agreed in writing.
• Payments must be made on the agreed dates. Any delay on the client's side does not postpone or modify the payment schedule.
• Only if the Contractor is responsible for a delay, the payment dates may be reasonably adjusted to reflect such delay.
• The project will continue in good faith within reasonable limits if the client causes delays (e.g., providing feedback, assets, approvals). However, if such delays materially exceed the agreed timeline, the Contractor reserves the right to charge additional compensation and/or adjust the scope or deadlines.
• Any payment delay may result in a suspension of the project until the due amounts are settled.
• If payment is not made within 7 days after the due date, a reminder will be sent.
• A delay exceeding 14 days after the due date may result in penalties and a temporary or permanent project halt without a refund of any deposits paid.
• If a payment is overdue and the client does not pay or respond, the rights to the application will not be transferred, and the company retains full ownership of the application, reserving the right to use, modify, or resell it as it sees fit.

Included Revisions

Minor adjustments, bug fixes, and optimizations are included in the project scope, provided they do not alter approved deliverables or expand the agreed specifications.

Major Changes

Any significant modification beyond the initial scope (e.g., new features, altered flows, redesign of approved screens) will require a new estimate and may lead to adjustments in cost and delivery timelines.

Additional Conditions on Revisions

• Urgent or out-of-schedule requests (requiring reprioritization of the Contractor's resources) may be subject to a surcharge.
• Feedback consolidation: The client agrees to provide clear and consolidated feedback. If fragmented or contradictory feedback results in repeated changes, additional charges may apply.
• Written validation: No extra work or major change will be executed without written agreement (email suffices) confirming the cost and impact on timelines.
• The Contractor reserves the right to accept or decline additional requests based on feasibility, workload, and resource availability.

Contract Termination

• If the client decides to terminate the project before completion: All work completed up to the termination date must be fully paid for.
• The initial 30% deposit is strictly non-refundable, as it covers project setup, planning, and initial development.
• Depending on the progress made, the client may be required to pay the remaining balance (up to 100% of the total contract amount) if the majority of deliverables have been completed or resources have already been allocated.
• If the Contractor terminates the project (e.g., due to breach of terms by the client or repeated non-payment), the client remains liable for payment of all completed work and forfeits any rights to refunds.
• In all cases, ownership and rights to the application or deliverables remain with the Contractor until all outstanding payments are settled in full.

Transfer of Ownership

Full ownership rights (including source code, design files, documentation, and intellectual property) will be transferred to the client only after all payments have been received in full as per the contract.

Agency Ownership Until Full Payment

Until the project is fully paid, all deliverables remain the exclusive property of the Contractor. The client is granted no rights of use, license, or distribution until settlement of the final payment.

Non-Payment Consequences

• If the client fails to make the final payment, ownership rights remain with the Contractor, who reserves the right to use, modify, license, or resell the application at its sole discretion.
• Any partial deliverables already shared with the client remain the property of the Contractor and must not be used, copied, or commercialized by the client.

Protection Against Early Use

Any unauthorized use of the application, deliverables, or intellectual property prior to full payment constitutes a material breach of contract and may result in legal action and/or immediate suspension of services.

Client Responsibility

All costs related to third-party services (including but not limited to hosting, APIs, licenses, domains, payment gateways, and integrations) are the sole responsibility of the client. The Contractor is not liable for fees, renewals, or restrictions imposed by these providers.

Development Hosting

For Full Code projects, the Contractor provides free hosting during development and for two (2) months after launch. This hosting is intended for testing, staging, and early production use only.

Transfer of Hosting

After the free period, hosting management, costs, and responsibilities will be transferred entirely to the client. The Contractor will provide reasonable assistance in migrating services but is not responsible for long-term hosting, maintenance, or downtime unless a separate maintenance contract is signed.

Service Limitations

• The Contractor is not liable for downtime, outages, or limitations of third-party services.
• Any upgrades, increased capacity, or additional environments (e.g., staging/production separation) requested by the client may generate additional costs.

Licenses and Subscriptions

The client must maintain valid subscriptions/licenses for all required third-party tools. The Contractor is not responsible for interruptions caused by expired or mismanaged accounts.

Optional Maintenance

If the client wishes, ongoing hosting and monitoring services may be provided under a separate maintenance and support agreement.

Bug Fixes

Any bugs or technical issues directly related to the original project scope and reported within thirty (30) days after final delivery will be fixed at no additional cost.

Out-of-Scope Work

Any improvements, modifications, or new feature requests after delivery will be treated as additional work and quoted separately.

Optional Maintenance

The client may subscribe to an optional maintenance and support service under a separate contract, covering updates, monitoring, hosting, and ongoing technical support.

Limitations of Liability

The Contractor is not responsible for:

• Issues arising from third-party services, hosting providers, or API changes.
• Problems caused by the client's misuse, misconfiguration, or unauthorized modifications to the deliverables.
• Security breaches, data loss, or downtime beyond the Contractor's reasonable control.
• After the 30-day post-delivery period, the Contractor has no obligation to provide support unless a maintenance contract has been signed.

Confidentiality Obligations

• Both parties agree to treat as strictly confidential any non-public, sensitive, or proprietary information exchanged during the collaboration, including but not limited to business strategies, client data, source code, financial information, and technical documentation.
• Such information shall not be disclosed to third parties without prior written consent, except as required by law.
• The obligation of confidentiality remains in force for a period of three (3) years after the termination or completion of the project.

Intellectual Property Rights

• All source code, files, documentation, and deliverables developed under this contract are the exclusive property of the Contractor until full payment has been received.
• Upon full payment, ownership rights to the agreed deliverables are transferred to the client, subject to the terms set out in the "Project Ownership and Deliverables" section.
• The Contractor warrants that the deliverables are original and will not be resold, reused, or redistributed to third parties, except for non-identifiable templates, components, or methodologies that are part of the Contractor's standard development practices.
• The Contractor remains free to use its general know-how, skills, libraries, and non-client-specific code structures in future projects, provided no confidential or proprietary information of the client is disclosed.

Client Responsibility

The client is solely responsible for ensuring that the project and its use comply with all applicable laws, regulations, and industry standards, including but not limited to data protection (e.g., GDPR), intellectual property, consumer protection, App Store and Play Store policies, online payment regulations (e.g., PCI-DSS), and any local or international compliance requirements.

Contractor Role

The Contractor provides technical implementation and support but does not provide legal, financial, or compliance advice. The Contractor does not guarantee the legal or regulatory compliance of the final product.

Liability Disclaimer

The client acknowledges and agrees that the Contractor cannot be held liable for any disputes, fines, damages, or claims arising from the use, distribution, or commercialization of the developed product, including but not limited to non-compliance with third-party policies or regulatory obligations.

Third-Party Dependencies

Any compliance changes required by third-party services (e.g., payment providers, app stores, hosting platforms) are the responsibility of the client and may result in additional development costs if modifications are needed.

Mutual Respect

Both parties agree to maintain professional, respectful, and constructive communication throughout the collaboration.

Inappropriate Behavior

The Contractor reserves the right to suspend or terminate the project immediately if the client engages in inappropriate behavior, including but not limited to:

• Abusive, disrespectful, or harassing language or conduct.
• Unrealistic or unreasonable demands inconsistent with the agreed scope.
• Refusal to collaborate constructively, provide feedback, or meet agreed responsibilities.

Consequences of Termination

• In such cases, all work completed up to the termination date must be fully paid for.
• Any deposits or payments already made are non-refundable.
• The Contractor will not be held liable for any delays, losses, or damages resulting from the termination.

Agency's Protection

Termination under this clause does not release the client from payment obligations. The Contractor retains ownership of all deliverables until full payment is received.