Terms and Conditions

Scope Definition: The Company will deliver custom software engineering, design, and integration services outlined in individual, mutually executed Statements of Work (SOW) or project proposals.
Scope Modifications: Any change to specifications, architecture, deadlines, or deliverables requires a written Change Order signed by both parties. Adjustments may impact project delivery timelines and total fees.

Materials & Access: The Client agrees to provide necessary third-party API keys, repository access, brand assets, credentials, and business requirements promptly.
Review & Acceptance: The Client has 10 business days upon deliverable submission to conduct testing and report functional defects. If no written defects are reported within this period, deliverables are deemed accepted.

Payment Schedule: Unless otherwise stipulated in the SOW, invoices follow milestone completions or monthly retainer terms.
Due Dates & Late Fees: Invoices are payable net 30 days from issuance. Unpaid balances incur a late charge of 1.5% per month (or the maximum allowed by law).
Work Suspension: The Company reserves the right to halt deployment, code commits, and ongoing hosting support if payments lapse past 15 days overdue.

Client IP: Upon final payment of all outstanding invoices, the Client owns the bespoke source code, UI designs, and database schemas created specifically under the SOW.
Pre-Existing IP & Frameworks: Joshua Samuel retains all rights to proprietary developer libraries, reusable utilities, generic algorithms, and third-party open-source components embedded into deliverables. The Client receives an irrevocable, royalty-free, non-exclusive license to use these embedded components solely within the final software product.

Limited Warranty: The Company warrants that the software will perform substantially in accordance with agreed technical specifications for 30 calendar days following acceptance ("Warranty Period").
Remedy: The exclusive remedy for defects reported during the Warranty Period is commercially reasonable code remediation at Developer expense.
Exclusions: This warranty does not cover issues resulting from third-party API depreciations, hosting environment modifications by Client, unauthorized code tampering, or browser/OS updates released after deployment.

Both parties agree to protect proprietary technical, commercial, and operational information with the same degree of care used for their own confidential data (and not less than reasonable care).
This obligation survives termination of this Agreement for a period of 3 years, excluding trade secrets which remain protected indefinitely.

Consequential Damages: Neither party is liable for lost profits, loss of data, system downtime, or indirect/punitive damages arising under this contract.
Liability Cap: The total aggregate liability of Joshua Samuel for any claims related to the services provided shall not exceed the total fees paid by the Client under the applicable SOW during the 6 months preceding the claim.

Termination for Convenience: Either party may terminate an ongoing agreement with 30 days written notice.
Termination for Cause: Either party may terminate immediately if the other breaches a material term and fails to cure such breach within 14 days of written notice.
Post-Termination: The Client must pay for all billable hours, pro-rated milestones, and non-refundable vendor commitments completed up to the date of termination.