Terms of Service

1. Agreement to Terms

By accessing or using the services provided by Shapely Global Inc. ("Shapely Global," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you (the "Client" or "you") and Shapely Global Inc.

2. Services Provided

Shapely Global Inc. provides custom software development services, including but not limited to:

• Custom web and mobile application development
• Enterprise software solutions and integrations
• API development and third-party integrations
• Cloud infrastructure setup and migration
• AI/ML solutions and intelligent automation
• Product strategy and technical consulting
• Ongoing maintenance and support services

Specific services, deliverables, timelines, and pricing will be outlined in individual project agreements or Statements of Work ("SOW") which incorporate these Terms by reference.

3. Client Responsibilities

To ensure successful project delivery, Clients agree to:

3.1 Cooperation and Communication

• Provide timely feedback, approvals, and responses to inquiries
• Designate authorized representatives for project decisions
• Participate in scheduled meetings and reviews
• Provide access to necessary systems, documentation, and resources

3.2 Content and Materials

• Provide accurate, complete, and lawful content and materials
• Ensure you have rights to all provided content, including text, images, logos, and data
• Guarantee that provided materials do not infringe third-party intellectual property rights

3.3 Payment Obligations

• Make payments according to agreed schedules and terms
• Provide accurate billing information
• Notify us promptly of any billing disputes

4. Project Process and Timelines

4.1 Development Process

Our typical development process includes:

1. Discovery & Planning: Requirements gathering, technical planning, and project scoping
2. Design: User interface/experience design and architecture planning
3. Development: Iterative development in 2-4 week sprints with regular demos
4. Testing: Quality assurance, security testing, and bug fixes
5. Deployment: Production deployment and launch support
6. Support: Post-launch support and maintenance (if included in SOW)

4.2 Timelines and Delays

Project timelines are estimates based on the information available at the time. Timelines may be adjusted due to:

• Scope changes or feature additions requested by the Client
• Delays in Client feedback, approvals, or provision of materials
• Discovery of unforeseen technical complexities
• Force majeure events (see Section 13)

We commit to proactive communication about any timeline adjustments and will work collaboratively to minimize delays.

5. Pricing and Payment Terms

5.1 Pricing

Pricing is specified in individual project proposals or SOWs and may be structured as:

• Fixed Price: Total project cost agreed upfront for defined scope
• Time & Materials: Hourly or daily rates for actual time worked
• Retainer: Monthly fee for ongoing services or dedicated capacity

5.2 Payment Schedule

Unless otherwise specified in the SOW, payments are typically structured as:

• Deposit: 30-50% upfront upon project commencement
• Milestones: Progress payments at defined project milestones
• Final Payment: Remaining balance upon project completion and delivery

5.3 Invoicing and Late Payments

• Invoices are payable within 15 days of receipt unless otherwise agreed
• Late payments may incur interest at 1.5% per month (or maximum allowed by law)
• We reserve the right to suspend work for accounts more than 30 days overdue
• Client remains responsible for all fees, including collection costs, for overdue amounts

5.4 Scope Changes

Changes to the agreed scope may result in additional fees. We will provide written change orders for approval before proceeding with out-of-scope work.

6. Intellectual Property Rights

6.1 Client-Provided Materials

You retain all rights to content, materials, and intellectual property you provide. By providing materials, you grant us a license to use them solely for delivering the agreed services.

6.2 Deliverables and Work Product

Upon full payment, you receive ownership of:

• Custom code and software developed specifically for your project
• Design assets created for your project
• Documentation and materials created for your project

6.3 Shapely Global Intellectual Property

We retain ownership of:

• Pre-existing code, frameworks, libraries, and tools
• Proprietary methodologies, processes, and know-how
• General knowledge and expertise gained during the project

You receive a non-exclusive, perpetual license to use any Shapely Global IP incorporated into your deliverables.

6.4 Third-Party Components

Projects may include open-source or third-party components subject to their respective licenses. We will ensure compliance with all applicable licenses.

7. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement, including:

• Business strategies, plans, and financial information
• Technical specifications, source code, and architecture
• Customer data and user information
• Trade secrets and proprietary processes

Confidential information will not be disclosed to third parties without prior written consent, except as required by law or to subcontractors bound by similar confidentiality obligations.

These confidentiality obligations survive the termination of our engagement and continue for a period of 5 years.

8. Warranties and Disclaimers

8.1 Our Warranties

Shapely Global warrants that:

• Services will be performed in a professional manner consistent with industry standards
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the services and deliverables
• Our work will not knowingly infringe third-party intellectual property rights

8.2 Warranty Period and Remedy

We provide a 90-day warranty period from delivery for material defects in our work. Our sole obligation is to correct defects or, if correction is not feasible, to refund fees paid for the defective portion.

8.3 Disclaimers

We do not warrant that:

• Software will be error-free or operate without interruption
• All errors or defects will be corrected
• Software will meet all of your requirements or expectations
• Software will be compatible with all third-party systems or future updates

9. Limitation of Liability

• Indirect Damages: Neither party will be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or lost data, even if advised of the possibility.
• Liability Cap: Each party's total cumulative liability arising from or related to these Terms will not exceed the total fees paid by Client in the 12 months preceding the claim (or $10,000 if no fees paid).

Exceptions: These limitations do not apply to:

• Violations of intellectual property rights
• Breaches of confidentiality obligations
• Gross negligence or willful misconduct
• Liabilities that cannot be limited by law

10. Indemnification

10.1 Client Indemnification

You agree to indemnify and hold Shapely Global harmless from claims arising from:

• Content, materials, or data you provide
• Your use of deliverables in violation of law or third-party rights
• Your breach of these Terms

10.2 Shapely Global Indemnification

We agree to indemnify you from claims that our deliverables infringe third-party intellectual property rights, provided you:

• Promptly notify us of the claim
• Grant us sole control of the defense and settlement
• Provide reasonable cooperation

11. Term and Termination

11.1 Term

These Terms begin when you first access our services and continue until all projects are completed or the agreement is terminated.

11.2 Termination for Convenience

Either party may terminate a project with 30 days' written notice. Upon termination:

• Client pays for all work completed through the termination date
• We deliver all completed work and work-in-progress
• IP rights transfer only for portions fully paid

11.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 15 days of written notice
• Becomes insolvent or subject to bankruptcy proceedings
• Ceases business operations

11.4 Effect of Termination

Upon termination, provisions regarding confidentiality, intellectual property, warranties, limitations of liability, and indemnification survive.

12. Data Security and Privacy

We are committed to protecting your data:

• We implement enterprise-grade security measures (see our Privacy Policy)
• We comply with HIPAA, SOC 2, and GDPR standards where applicable
• We conduct regular security audits and penetration testing
• All data transmission is encrypted using TLS/SSL protocols
• Access to client data is restricted to authorized personnel only

For detailed information about data handling, see our Privacy Policy.

13. Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including:

• Natural disasters, pandemics, or acts of God
• War, terrorism, civil unrest, or government actions
• Labor strikes or shortages
• Internet or telecommunications failures
• Third-party service provider outages

The affected party will promptly notify the other and use reasonable efforts to mitigate the impact.

14. Dispute Resolution

14.1 Good Faith Negotiation

In the event of any dispute, both parties agree to first attempt resolution through good faith negotiation for a period of 30 days.

14.2 Mediation

If negotiation fails, disputes will be submitted to mediation before a mutually agreed mediator. Each party bears its own mediation costs plus half of the mediator's fees.

14.3 Arbitration or Litigation

If mediation fails, disputes may be resolved through binding arbitration or litigation in accordance with the laws of [Your Jurisdiction].

15. General Provisions

15.1 Entire Agreement

These Terms, together with any SOWs or project agreements, constitute the entire agreement and supersede all prior understandings.

15.2 Amendments

We may update these Terms from time to time. Material changes will be communicated with 30 days' notice. Continued use after changes constitutes acceptance.

15.3 Assignment

You may not assign these Terms without our written consent. We may assign to affiliates or in connection with a merger or sale.

15.4 Severability

If any provision is found unenforceable, the remaining provisions continue in full effect.

15.5 Waiver

Failure to enforce any right does not constitute a waiver of that right.

15.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, or employment relationship.

16. Contact Information

For questions about these Terms or our services, please contact us: