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Terms of Service & Master Services Agreement
1. Async-First Communication
The Consultant operates as a specialized asynchronous partner. To ensure maximum efficiency and documentation accuracy:
- No Calls: All communication is conducted via email, Slack, or project management tools. Complex updates are delivered via Loom video recordings.
- Response Time: Standard response time is within 24 business hours (Monday-Friday).
2. Intellectual Property & Code Ownership
We distinguish between "Client Data" and "The Toolkit".
- Client Ownership: Upon full payment, the Client owns the specific instances of workflows, scripts, and documentation delivered. The Client owns all their data processed by the system.
- Consultant's Background IP: The Consultant retains ownership of general code libraries, reusable snippets, architectural patterns, and methodologies used to build the solution. The Consultant reserves the right to reuse these non-specific assets for other projects. The Consultant grants the Client a perpetual, non-exclusive, worldwide license to use the code for their internal business operations.
3. Liability & Third-Party APIs
The Consultant builds architectures connecting third-party platforms (HubSpot, Apollo, n8n, etc.).
- API Dependencies: The Consultant is not responsible for disruptions caused by third-party API changes, downtimes, or deprecations.
- Maintenance: If a third-party service breaks the pipeline after delivery, fixing it is considered a new scope of work and will be billed accordingly.
- Limitation of Liability: In no event shall the Consultant's liability exceed the total amount paid by the Client for the specific service milestone.
4. Payment & Refunds
- Audits: 100% upfront payment is required.
- Projects: 50% deposit required to start. 50% balance due before the final transfer of assets.
- Refunds: Project deposits are non-refundable once coding/setup has commenced.
5. Governing Law
These terms shall be governed by the laws of the Republic of Armenia.
- Dispute Resolution: Parties agree to attempt to resolve any dispute amicably via written correspondence (email) for at least 30 days before initiating legal proceedings.
- Jurisdiction: Any unresolved disputes shall be subject to the exclusive jurisdiction of the courts located in Yerevan, Armenia.