Terms of Service — CHALABI AYOUB

Effective: 08/01/2022

1. Parties

These Terms of Service ("Terms") are between you ("Client") and Chalabi Ayoub ("Provider"), operating at [YOUR_DOMAIN]. By signing a Proposal or paying a deposit you agree to these Terms.

2. Services

Provider offers software development services to build Minimum Viable Products (MVPs) and related services (the "Services") described in a signed Proposal/SOW. Services may be offered under cash-only or cash+equity arrangements as set out in each Proposal.

3. Proposals, SOW, and Acceptance

Each engagement is governed by a Proposal / Statement of Work (SOW) that describes deliverables, timeline, price, and acceptance criteria. The SOW controls if it conflicts with these Terms.

4. Payments & Deposits

• • Deposit: All cash engagements require a deposit (typically 30–50%) before work starts.
• • Payment methods: Stripe, PayPal, Payoneer, or bank transfer.
• • Invoices: Paid in full by due date on invoice. Late payments may pause work.

5. Cash + Equity Engagements

When equity is part of compensation, the Proposal specifies equity percentage, vesting period (standard: 24 months), and cliff (standard: 3 months). Equity terms are documented in an Equity Addendum signed by both parties.

6. IP, License, and Ownership

• • IP Assignment: For cash engagements, IP in delivered work transfers to the Client on final payment.
• • Equity engagements: IP assignment is described in the Equity Addendum and may be subject to vesting. Until IP transfers, Provider retains a limited license to operate the product for portfolio/demo purposes unless otherwise agreed.
• • Third-party components: Any third-party libraries or services remain governed by their own licenses; Client is responsible for their fees.

7. Guarantee & Acceptance

Provider's standard guarantee: "MVP in 30 days or Provider continues working for free until the Acceptance Criteria are met." Acceptance Criteria are defined in the SOW and measurable (e.g., signup flow, paid flow, deployment URL, one AI integration). Guarantee applies only if Client provides timely feedback and access as requested.

8. Refunds & Cancellations

Deposit and milestone rules are detailed in the Refund Policy. In short: deposits are generally non-refundable once work begins; partial refunds may be available if Client cancels before work starts; equity arrangements do not carry cash refunds (see Refund Policy for details).

9. Confidentiality

Each party agrees to keep the other's confidential information private. Provider may use anonymized case studies unless Client opts out in writing.

10. Warranties & Disclaimers

Provider warrants it will perform Services professionally. Except as expressly set out, Services are provided "AS IS" and Provider disclaims all other warranties.

11. Limitation of Liability

To the maximum extent permitted by law, Provider's liability for any claim related to this Agreement is limited to the total fees paid by Client in the 12 months prior to the event. Neither party is liable for indirect or consequential damages.

12. Termination

Either party may terminate for material breach if the other fails to cure within 14 days of written notice. On termination, outstanding fees for completed work become immediately due.

13. Dispute Resolution & Governing Law

These Terms are governed by the laws of [GOVERNING_LAW_COUNTRY]. Parties will attempt good-faith negotiation; unresolved disputes go to binding arbitration in [CITY/COUNTRY] or small claims court if available and appropriate.

14. Misc

These Terms and the Proposal constitute the entire agreement. Amendments must be in writing and signed.