Master Services Agreement & Contract Terms

Terms of Service

Last updated: · Binding upon project initiation or contract execution

These Terms of Service (“Agreement”) constitute a legally binding agreement between you or your organization (“Client”) and Shahnaj Bano (“Developer”, “Contractor”, or “I”), an independent professional software engineer based in Surat, Gujarat, India. By commissioning a project, making an upfront deposit, hiring via Freelancer.com, or authorizing a Statement of Work (SOW), you explicitly acknowledge, accept, and agree to be bound by the terms outlined below.

01Engagement Model & Independent Contractor Status

The Developer operates strictly as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency between the Developer and the Client.

  • The Developer retains sole discretion and control regarding the methods, schedule, technical tools, and locations utilized to perform the contracted software development services.
  • Work is executed either under clearly delineated Fixed-Price Milestones, Monthly Engineering Retainers, or pre-approved Hourly Engagements.

02Scope of Work & Change Control (Anti-Scope Creep)

All development contracts are governed strictly by the written deliverables, features, and technical acceptance criteria established in the initial project proposal, SOW, or Freelancer.com milestone description.

Scope Modification Protocol:Any feature, third-party integration, screen redesign, or workflow alteration requested outside the documented SOW is classified as “Out of Scope” and requires a written Change Order detailing additional billable hours or an incremental milestone fee prior to implementation.

03Milestone Approval & Client Review Period

Software builds are delivered incrementally to guarantee quality, transparency, and rapid feedback loops:

  • 7-Day Acceptance Window: Upon delivery of a milestone (via staging server, demo recording, or pull request), the Client is granted seven (7) calendar days to review, test, and provide written feedback against the agreed specifications.
  • Deemed Acceptance: If the Client fails to provide concrete technical bug reports or feedback within seven (7) calendar days, or commences commercial deployment/use of the deliverable, the milestone shall be legally deemed accepted and the corresponding payment shall be immediately due and payable.

04Invoicing, Payments & Currency Terms

Transparent and timely financial transactions protect the delivery timeline:

  • Escrow & Deposits: Fixed-price projects require milestone funding in escrow (e.g. Freelancer.com Escrow or direct advance deposit) prior to the commencement of coding.
  • Multi-Currency Support: Invoices may be settled in 14 supported currencies (USD, EUR, GBP, AED, SAR, QAR, AUD, CAD, CHF, SGD, NZD, SEK, ZAR, KES, INR) without punitive exchange fees.
  • Late Payments & Work Suspension: Direct invoices unpaid past seven (7) days from issuance date entitle the Developer to immediately suspend staging hosting, repository commits, and further engineering until balances are brought current.

05Intellectual Property & Conditional Assignment

Client ownership of custom software code is unconditionally guaranteed, subject to full compensation:

Full IP Transfer Condition:

All copyright, title, patent, and ownership rights to custom-developed source code, graphics, and architectural documentation pass exclusively to the Client if and only when full payment for all completed milestones has been cleared and settled. Prior to final payment, the Developer retains all legal proprietary title to the deliverables.

Pre-Existing Frameworks & Open Source:

Deliverables may incorporate open-source libraries (e.g., MIT, Apache 2.0, BSD) or Developer pre-existing modular utilities. These components remain licensed under their respective terms and are non-exclusively licensed to the Client.

Portfolio Attribution Right:

Unless explicitly prohibited under an executed non-disclosure agreement (NDA), the Developer reserves the right to display the project title, general case study description, and anonymized screenshots in professional portfolios and credentials.

06Post-Launch Warranty & Maintenance

Every complete project engagement includes thirty (30) days of complimentary bug-fix support following final milestone acceptance.

  • Warranty covers defects or bugs directly traceable to deviation from the agreed specification.
  • Warranty explicitly excludes issues arising from: third-party API breaking changes, external cloud outages, unauthorized code modifications made by the Client or third-party developers, or new browser/OS version updates released after project sign-off.

07Limitation of Liability & Disclaimers

MAXIMUM AGGREGATE LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE DEVELOPER (Shahnaj Bano) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING LOSS OF BUSINESS PROFITS, DATA CORRUPTION, BUSINESS INTERRUPTION, LOSS OF REVENUE, OR THIRD-PARTY CLAIMS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR DELIVERABLES.

IN ALL CIRCUMSTANCES, THE DEVELOPER'S TOTAL CUMULATIVE LIABILITY UNDER OR RELATING TO ANY CONTRACT SHALL BE STRICTLY CAPPED AT AND LIMITED TO THE ACTUAL NET AMOUNT RECEIVED BY THE DEVELOPER FROM THE CLIENT FOR THE SPECIFIC SERVICE OR MILESTONE GIVING RISE TO THE CLAIM.

08Governing Law & Dispute Resolution

This Agreement shall be construed, interpreted, and governed in accordance with the substantive laws of India, without regard to conflict of law principles.

In the event of any controversy, claim, or dispute arising out of this Agreement, the parties shall first attempt in good faith to resolve the dispute amicably via direct executive discussion. If informal resolution fails, the courts of Surat, Gujarat, India shall possess exclusive jurisdiction over any legal proceedings. For projects contracted through Freelancer.com, the platform's standard dispute resolution protocol shall govern in parallel.