Last Updated: [October 16, 2025]
1. Introduction
These Terms and Conditions (“Terms”) govern the contractual relationship between Aerspeck (“we,” “us,” “our”), a provider of software development, web design, and chatbot design services, and the Client (“you,” “your”) who engages our services. By signing a Proposal, Statement of Work (SOW), or making a payment, you agree to be bound by these Terms.
2. Services and Proposals
* Proposals: Project specifics, including deliverables, timelines, and costs, will be detailed in a separate Proposal or Statement of Work (SOW). Each SOW, once agreed upon and signed, shall form a separate contract under these Terms.
* Scope of Work: The services we will perform are strictly limited to those described in the signed SOW. Any services not explicitly described in the SOW are out of scope.
* Client Responsibilities: You agree to provide all necessary materials, information, content, and access (e.g., to APIs, branding assets, login credentials) in a timely manner. Delays in providing these items will directly impact the project timeline and may incur additional costs.
3. Payment Terms
* Fees: Our fees are as outlined in the signed Proposal/SOW. All fees are quoted in [Currency, e.g., USD].
* Payment Schedule: A standard payment schedule is as follows, unless otherwise stated in the SOW:
* 60% upfront payment upon project initiation to secure resources and commence work.
* 40% upon delivery and demonstration of a functional prototype or milestone.
* Invoicing: Invoices are sent via email and are due within 14 days of the invoice date.
* Late Payments: Payments overdue by more than 30 days will incur a late fee of 1.5% per month (or the maximum rate allowed by law) on the outstanding balance. We reserve the right to pause all work until overdue payments are received.
4. Intellectual Property (IP) Rights
* Client Ownership: Upon receipt of full and final payment, the Client will own the final, delivered source code, designs, and custom-developed assets specifically created for the project as outlined in the SOW.
* Aerspeck Ownership: We retain all rights to our pre-existing intellectual property, including but not limited to: proprietary code libraries, frameworks, modules, design systems, and development tools (“Aerspeck IP”). We grant the Client a perpetual, non-exclusive license to use any Aerspeck IP incorporated into the final deliverable.
* Third-Party Assets: Any third-party assets (e.g., stock photos, fonts, icons, APIs, plugins) used in the project are subject to their respective licenses, and the Client is responsible for ensuring compliance with those licenses.
* Open Source Software: We may use open-source software (OSS) components. Their use is governed by their respective licenses, and we assume no liability for obligations imposed by such OSS licenses.
5. Revisions and Scope Changes
* Revisions: The Proposal/SOW includes a specified number of revision rounds for designs and key features. We will accommodate these revisions in good faith.
* Change Request Process: Any request that alters, adds to, or deviates from the approved SOW is considered a “Change Request.” Upon receiving a Change Request, we will provide a written estimate of the additional time and cost required. Work on the Change Request will only commence upon your written approval of the estimate.
6. Project Lifecycle and Acceptance
* Development Phases: The project will follow an iterative process, including planning, design, development, testing, and deployment phases, as detailed in the SOW.
* Testing and Feedback: The Client is responsible for participating in the testing phase and providing timely, consolidated feedback.
* Final Acceptance: The project will be deemed accepted and complete (“Final Acceptance”) upon the earlier of: (i) your written approval, or (ii) 10 business days after the final deliverable is made available to you, provided no material, SOW-related bugs are reported.
7. Warranties and Limitations
* Service Warranty: We warrant that the deliverables will conform to the specifications in the SOW for a period of 30 days post-launch. We will remedy any material, reproducible bugs that arise during this period at no additional cost.
* No Implied Warranties: EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
* Limitation of Liability: Our total liability to the Client for any and all claims arising from the project shall not exceed the total fees paid by the Client to Aerspeck under the relevant SOW. In no event shall we be liable for any indirect, special, incidental, or consequential damages.
8. Third-Party Services and Client Assets
* The Client is responsible for procuring and maintaining all necessary third-party accounts and services required for the project (e.g., web hosting, domain registration, software licenses, API keys).
* The Client warrants that all materials provided to Aerspeck (text, images, logos, etc.) are owned by the Client or that the Client has secured the necessary rights and licenses for their use in the project. The Client will indemnify Aerspeck against any claims arising from the use of provided materials.
9. Confidentiality
Both parties agree to hold each other’s confidential information in confidence and not to use or disclose it except as necessary to perform the obligations under these Terms. Confidential information includes business plans, source code, proprietary techniques, and client data.
10. Termination
* Termination for Cause: Either party may terminate a project for material breach if the other party fails to cure such breach within 30 days of written notice.
* Termination for Convenience: The Client may terminate the project for convenience at any time by providing written notice.
* Effects of Termination: Upon termination, the Client shall pay Aerspeck for all services rendered and expenses incurred up to the termination date, plus any early termination fees outlined in the SOW. We will deliver all completed work to that point.
11. Indemnification
The Client agrees to indemnify and hold Aerspeck harmless from any claims, damages, or losses (including legal fees) arising from (a) the Client’s use of the delivered product, (b) content or materials supplied by the Client, or (c) the Client’s breach of these Terms.
12. General Provisions
* Governing Law: These Terms shall be governed by the laws of [Your State/Country].
* Independent Contractor: Aerspeck is an independent contractor, not an employee of the Client.
* Assignment: The Client may not assign its rights or obligations under these Terms without our prior written consent.
* Severability: If any provision of these Terms is found to be unenforceable, the remainder shall remain in full force and effect.
* Entire Agreement: These Terms, together with any signed SOWs, constitute the entire agreement between the parties and supersede all prior communications and agreements.
13. Contact Information
For any questions regarding these Terms and Conditions, please contact us at:
Aerspeck
Email: [legal@aerspeck.com]
Address: [7 Ayekooto street]